Impac Secured Assets Corp – ‘424B5’ on 9/1/04 re: Impac Secured Assets Corp Mortgage Pass-Through Certificates, Series 2004-3

On:  Wednesday, 9/1/04, at 3:00pm ET   ·   Accession #:  882377-4-1809   ·   File #s:  333-117991, -01

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

 1: 424B5       Impac Secured Assets Corp                            311   1.59M 

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PROSPECTUS SUPPLEMENT                                                           
dated August 30, 2004 (to Prospectus dated August 30, 2004)                     

$2,300,000,000

 [insert Impac logo]

 IMPAC FUNDING CORPORATION
 MASTER SERVICER
IMPAC SECURED ASSETS CORP.
 COMPANY

 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-3

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

THE TRUST                                                                       
The trust will consist primarily of a pool of one- to four-family               
adjustable-rate first lien residential mortgage loans divided into two loan     
groups. The trust will be represented by seventeen classes of certificates,     
thirteen of which are offered under this prospectus supplement.                 

CREDIT ENHANCEMENT                                                              

The offered certificates will have credit enhancement in the form of excess     
interest and overcollateralization, cross-collateralization between the loan    
groups to cover realized losses, subordination and a certificate guaranty       
insurance policy issued by Ambac Assurance Corporation for the benefit of the   
Class 2-A Certificates only.                                                    

In addition, the offered certificates may benefit from a series of corridor     
contract payments pursuant to corridor contracts which is intended partially to 
mitigate interest rate risk.                                                    

The price to investors will vary from time to time and will be determined at the
time of sale. The proceeds to the company from the offering will be             
approximately 99.75% of the aggregate certificate principal balance of the      
offered certificates, less expenses estimated to be approximately $900,000. SEE 
"METHOD OF DISTRIBUTION" IN THIS PROSPECTUS SUPPLEMENT.                         

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE   
ADEQUACY OF THIS PROSPECTUS. 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.        

COUNTRYWIDE SECURITIES CORPORATION                                              
                                                        BEAR, STEARNS & CO. INC.
UNDERWRITERS

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

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

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

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

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

The company's principal offices are located at 1401 Dove Street, Newport Beach, 
CA 92660 and its phone number is (949) 475-3600.                                

 TABLE OF CONTENTS

 PROSPECTUS SUPPLEMENT

                                                                            PAGE

Summary of Prospectus Supplement.............................................S-3
Risk Factors................................................................S-11
The Mortgage Pool...........................................................S-21
Yield on the Certificates...................................................S-76
The Certificate Insurer....................................................S-124
Description of the Certificates............................................S-126
Pooling and Servicing Agreement............................................S-143
Federal Income Tax Consequences............................................S-147
Method of Distribution.....................................................S-150
Secondary Market...........................................................S-151
Experts....................................................................S-151
Legal Opinions.............................................................S-151
Ratings....................................................................S-151
Legal Investment...........................................................S-152
ERISA Considerations.......................................................S-152
Glossary...................................................................S-154
Annex I -- Global Clearance, Settlement                                         
  and Tax Documentation Procedures...........................................I-1

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SUMMARY OF PROSPECTUS SUPPLEMENT

THE FOLLOWING SUMMARY IS A VERY BROAD OVERVIEW OF THE OFFERED 
CERTIFICATES AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD        
CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF  
THE OFFERED CERTIFICATES, READ CAREFULLY THIS ENTIRE PROSPECTUS SUPPLEMENT AND  
THE ACCOMPANYING PROSPECTUS. A GLOSSARY IS INCLUDED AT THE END OF THIS          
PROSPECTUS SUPPLEMENT. CAPITALIZED TERMS USED BUT NOT DEFINED IN THE GLOSSARY AT
THE END OF THIS PROSPECTUS SUPPLEMENT HAVE THE MEANINGS ASSIGNED TO THEM IN THE 
GLOSSARY AT THE END OF THE PROSPECTUS.                                          

                                                        [Enlarge/Download Table]


                                                                                                              
Title of Series..................... Impac Secured Assets Corp., Mortgage Pass-Through Certificates,          
                                     Series 2004-3.                                                           

Cut-off Date........................ August 1, 2004.                                                          

Closing Date........................ August 31, 2004.                                                         

Company                              Impac Secured Assets Corp., an affiliate of Impac Funding Corporation.   

Seller.............................. Impac Funding Corporation.                                               

Master Servicer..................... Impac Funding Corporation.                                               

Subservicers........................ Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A.           

Trustee............................. Deutsche Bank National Trust Company.                                    

Securities Administrator............ Wells Fargo Bank, N.A.                                                   

Distribution Date................... Distributions on the offered certificates will be made on the 25th day of
                                     each month or, if the 25th day is not a                                  
                                     business day, on the next business day,                                  
                                     beginning in September 2004.                                             

Offered Certificates................ The classes of offered certificates and their pass-through rates and     
                                     certificate principal balances are set forth in the table below.         

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                              OFFERED CERTIFICATES                                                                               

                  PASS-THROUGH            INITIAL CERTIFICATE        INITIAL RATING                                              
CLASS                 RATE                 PRINCIPAL BALANCE        (S&P/MOODY'S)(1)                   DESIGNATION               
---------------------------------------------------------------------------------------------------------------------------------
CLASS A CERTIFICATES:                                                                                                            
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
1-A-1            Adjustable Rate      $       475,414,000         AAA/Aaa              Super Senior/Adjustable Rate              
1-A-2            Adjustable Rate      $       200,000,000         AAA/Aaa              Super Senior/Adjustable Rate              
1-A-3            Adjustable Rate      $       145,231,000         AAA/Aaa              Super Senior/Adjustable Rate              
1-A-4            Adjustable Rate      $       554,152,000         AAA/Aaa              Super Senior/Adjustable Rate              
1-A-5            Adjustable Rate      $       152,755,000         AAA/Aaa             Senior Support/Adjustable Rate             
2-A-1            Adjustable Rate      $       400,124,000         AAA/Aaa             Senior/Insured/Adjustable Rate             
2-A-2            Adjustable Rate      $       225,124,000         AAA/Aaa             Senior/Insured/Adjustable Rate             
Total Class A Certificates:           $     2,152,800,000                                                                        
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                                                        [Enlarge/Download Table]


MEZZANINE CERTIFICATES:                                                                                                          
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M-1              Adjustable Rate      $        26,450,000         AA+/Aa1                Mezzanine/Adjustable Rate               
M-2              Adjustable Rate      $        23,000,000         AA+/Aa2                Mezzanine/Adjustable Rate               
M-3              Adjustable Rate      $        23,000,000         AA+/Aa3                Mezzanine/Adjustable Rate               
M-4              Adjustable Rate      $        23,000,000          AA/A1                 Mezzanine/Adjustable Rate               
M-5              Adjustable Rate      $        23,000,000          AA/A2                 Mezzanine/Adjustable Rate               
B                Adjustable Rate      $        28,750,000         A+/Baa1                Mezzanine/Adjustable Rate               
Total Mezzanine Certificates:         $      147,200,000                                                                         
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Total offered certificates:           $    2,300,000,000                                                                         
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(1)          SEE "RATINGS" IN THIS PROSPECTUS SUPPLEMENT.                       

OTHER INFORMATION:                                                      

CLASS A, CLASS M AND CLASS B CERTIFICATES:                              

        The pass-through rate on the Class A, Class M and Class B Certificates
will be equal to the least of:                                                  

        (1)      one-month LIBOR plus the related certificate margin set forth
on the following page;                      

(2)      11.25% per annum; and                                

         (3)      (A) with respect to the Class A Certificates, a per annum rate
                  equal to the weighted average of the net mortgage rates on the
          related mortgage loans as described in this prospectus
               supplement and (B) with respect to the Class M Certificates
           and Class B Certificates, a per annum rate equal to the
              weighted average (weighted in proportion to the results of
                 subtracting from the aggregate principal balance of each loan
            group the aggregate Certificate Principal Balance of the
                related Class A Certificates) of (i) the weighted average of
                the net mortgage rates of the mortgage loans in loan group 1
                  and (ii) the weighted average of the net mortgage rates of the
                 mortgage loans in loan group 2, in each case, as described in
this prospectus supplement.                 

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CERTIFICATE MARGIN    
CLASS                                           (1)               (2)           
1-A-1...................................      0.200%            0.400%          
1-A-2...................................      0.350%            0.700%          
1-A-3...................................      0.530%            1.060%          
1-A-4...................................      0.400%            0.800%          
1-A-5...................................      0.470%            0.940%          
2-A-1...................................      0.320%            0.640%          
2-A-2...................................      0.320%            0.640%          
M-1.....................................      0.600%            0.900%          
M-2.....................................      0.650%            0.975%          
M-3.....................................      0.700%            1.050%          
M-4.....................................      1.150%            1.725%          
M-5.....................................      1.250%            1.875%          
B.......................................      1.850%            2.775%          
______                                                                          
(1) Initially.                                                                  
(2) On and after the step-up date as described in this prospectus supplement.   

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THE TRUST                                                                       

The company will establish a trust with respect to the Series 2004-3            
Certificates, pursuant to a pooling and servicing agreement dated as of August  
1, 2004 among the company, the master servicer, the securities administrator and
the trustee. On the closing date, the company will deposit into the trust the   
mortgage loans, the original pre-funded amount described below and an amount as 
specified in the pooling and servicing agreement into the interest coverage     
accounts described below. There are seventeen classes of certificates           
representing the trust, thirteen of which are offered by this prospectus        
supplement.                                                                     

The trust will also include a certificate guaranty insurance policy provided by 
Ambac Assurance Corporation, which will guarantee certain payments on the Class 
2-A Certificates.                                                               

In addition, the company will assign to the trust four corridor contracts, which
may cover interest shortfalls on the offered certificates.                      

The certificates represent in the aggregate the entire beneficial ownership     
interest in the trust. Distributions of interest and/or principal on the offered
certificates will be made only from payments received from the trust as         
described below.                                                                

The Class C, Class P, Class R and Class R-X Certificates are the classes of     
certificates that are not offered by this prospectus supplement.                

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

THE MORTGAGE LOANS                                                              

The mortgage loans will be divided into two mortgage loan groups, loan group 1  
and loan group 2.                                                               

LOAN GROUP 1                                                                    

The mortgage loans in loan group 1 are one- to four-family, adjustable-rate     
residential mortgage loans secured by first liens on the related mortgaged      
property with mortgage loan balances at origination that may or may not conform 
to Fannie Mae or Freddie Mac loan limits.                                       

The interest rate on the mortgage loans in loan group 1 will adjust on each     
adjustment date to equal the sum of the related index and the related gross     
margin on such mortgage loan, subject to a maximum and minimum interest rate, as
described in this prospectus supplement.                                        

LOAN GROUP 2                                                                    

The mortgage loans in loan group 2 are one- to four-family, adjustable-rate     
residential mortgage loans secured by first liens on the related mortgaged      
property with mortgage loan balances at origination that conform to Fannie Mae  
or Freddie Mac loan limits. Notwithstanding these conforming balances, the Group
2 Loans have been originated according to underwriting standards that do not    
satisfy Fannie Mae or Freddie Mac underwriting criteria.                        

The interest rate on the mortgage loans in loan group 2 will adjust on each     
adjustment date to equal the sum of the related index and the related gross     
margin on such mortgage loan, subject to a maximum and minimum interest rate, as
described in this prospectus supplement.                                        

The mortgage loans in loan group 1 and loan group 2 will include initial        
mortgage loans and subsequent mortgage loans. The initial mortgage loans in loan
group 1 and loan group 2 will be the mortgage loans deposited into the trust on 
the closing date. The subsequent mortgage loans in loan group 1 and loan group 2
will be the mortgage loans purchased with amounts on deposit in the related     
pre-funding account described in this prospectus supplement and                 

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deposited in the trust no later than September 30, 2004.                        

With respect to each loan group, the statistical information included in this   
prospectus supplement with respect to the mortgage loans in such loan group is  
based on a pool of sample mortgage loans. The characteristics of the final      
groups will not materially differ from the information provided with respect to 
the sample groups. Unless otherwise specified, all percentages described with   
respect to the sample mortgage loans are calculated based on the aggregate      
principal balance of the sample mortgage loans as of the cut-off date. It is    
expected that mortgage loans will be added to and certain sample mortgage loans 
will be deleted from the pool of sample mortgage loans to constitute the final  
groups of mortgage loans.                                                       

The sample mortgage loans in loan group 1 have original terms to maturity of not
greater than 30 years and the following characteristics as of the cut-off date: 

Range of mortgage rates                                                         
(approximate):                       2.875% to 10.000%                          
Weighted average mortgage                                                       
rate (approximate):                  5.530%                                     
Weighted average remaining                                                      
term to stated maturity                                                         
(approximate):                       359 months                                 
Range of principal balances                                                     
(approximate):                       $9,154 to $4,000,000                       
Average principal balance:           $268,377                                   
Range of loan-to-value ratios  s  s                                             
(approximate):                       12.90% to 100.00%                          
Weighted average of loan-to-                                                    
value ratios (approximate):          79.77%                                     

The sample mortgage loans in loan group 2 have original terms to maturity of not
greater than 30 years and the following characteristics as of the cut-off date: 

Range of mortgage rates                                                         
(approximate):                        2.490% to 9.875%                          
Weighted average mortgage                                                       
rate (approximate):                   5.566%                                    
Weighted average remaining                                                      
term to stated maturity                                                         
(approximate):                        359 months                                
Range of principal balances                                                     
(approximate):                        $122,071 to $637,000                      
Average principal balance:            $218,658                                  
Range of loan-to-value ratios                                                   
(approximate):                        25.17% to 100.00%                         
Weighted average of loan-to-                                                    
value ratios (approximate):           80.94%                                    

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

Approximately 0.03%, 1.06%, 2.73%, 44.68% and 3.85% of the sample mortgage      
loans, by aggregate outstanding principal balance as of the cut-off date, are   
interest only for the first six months, two years, three years, five years and  
ten years, respectively, after origination. As a result, no principal payments  
will be received with respect to these mortgage loans during this period except 
in the case of a prepayment.                                                    

PRE-FUNDING ACCOUNT                                                             

On or before September 30, 2004, the company may sell and the securities        
administrator will be obligated to purchase, on behalf of the trust, with       
respect to loan group 1 and loan group 2, subsequent mortgage loans to be       
included in the related mortgage pool.                                          

On the closing date, the company will pay to the securities administrator on    
behalf of the trustee, with respect to each loan group, an amount equal to the  
difference between:                                                             

the sum of the aggregate initial certificate principal balance of the related   
offered certificates and the initial overcollateralized amount and              

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the aggregate stated principal balance of the initial mortgage loans in the     
related loan group as of the cut-off date,                                      

which will be held by the securities administrator on behalf of the trustee in  
the related pre-funding account. The amounts on deposit in the pre- funding     
accounts will be reduced by the amounts thereof used to purchase the subsequent 
mortgage loans during the period from the closing date up to and including      
September 30, 2004. Any amounts remaining in the pre-funding accounts after     
September 30, 2004, will be distributed as principal on the next distribution   
date to the holders of the offered certificates.                                

INTEREST COVERAGE ACCOUNTS                                                      

On the closing date, the company will pay to the securities administrator for   
deposit in an interest coverage account with respect to each loan group, an     
amount which will be applied by the securities administrator, on behalf of the  
trustee, to cover shortfalls in the amount of interest generated by the mortgage
loans in each loan group attributable to the pre-funding feature and loans that 
do not have a payment due during the first interest accrual period with respect 
to the certificates.                                                            

FOR ADDITIONAL INFORMATION REGARDING THE INTEREST COVERAGE ACCOUNTS, SEE        
"DESCRIPTION OF THE CERTIFICATES--INTEREST COVERAGE ACCOUNTS" IN THIS           
PROSPECTUS SUPPLEMENT.                                                          

THE OFFERED CERTIFICATES                                                        

PRIORITY OF DISTRIBUTIONS FROM LOAN GROUP 1. In general, on any distribution    
date, funds available for distribution from payments and other amounts received 
on the mortgage loans in loan group 1 and on amounts in the related pre-funding 
account, after the payment of certain fees and expenses, will be distributed in 
the following order:                                                            

INTEREST DISTRIBUTIONS                                                          

first, to pay current interest and any previously unpaid interest, concurrently,
on the Class 1-A Certificates; second, to pay current interest and any          
previously unpaid interest, concurrently, on the Class 2-A Certificates; and    

third, to pay current interest and any previously unpaid interest on the Class  
M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B Certificates, in    
that order of priority.                                                         

PRINCIPAL DISTRIBUTIONS                                                         

Amounts available after distributions of interest on the Class 1-A Certificates 
and the Mezzanine Certificates will be used to pay principal (including the     
payment of amounts to create and maintain overcollateralization) on the Class   
1-A Certificates and the Mezzanine Certificates, but only in the order of       
priority and in the amounts described herein. To the extent that the Class 1-A  
Certificates are no longer outstanding, such amounts available after            
distributions of interest on the Class 1-A Certificates and the Mezzanine       
Certificates will be used to pay principal (including the payment of amounts to 
create and maintain overcollateralization) on the Class 2-A Certificates. All   
principal payments on the mortgage loans from loan group 1 will be distributed  
among the offered certificates unless they are no longer outstanding.           

NET MONTHLY EXCESS CASHFLOW DISTRIBUTIONS                                       

Amounts available after distributions of interest and principal as described    
above will be the related net monthly excess cashflow and will be used for      
various purposes, including reimbursing the certificate insurer, maintaining the
required level of overcollateralization with respect to the related and         
non-related loan groups and making distributions for reimbursement of losses.   

PRIORITY OF DISTRIBUTIONS FROM LOAN GROUP 2. In general, on any distribution    
date, funds available for distribution from payments and other amounts received 
on the mortgage loans in loan group 2 and on amounts in the related pre-funding 
account, after the payment of certain fees and expenses, will be distributed in 
the following order:                                                            

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INTEREST DISTRIBUTIONS                                                          

first, to pay current interest and any previously unpaid interest, concurrently,
on the Class 2-A Certificates;                                                  

second, to pay current interest and any previously unpaid interest,             
concurrently, on the Class 1-A Certificates; and                                

third, to pay current interest and any previously unpaid interest on the Class  
M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B Certificates, in    
that order of priority.                                                         

PRINCIPAL DISTRIBUTIONS                                                         

Amounts available after distributions of interest on the Class 2-A Certificates 
and the Mezzanine Certificates will be used to pay principal (including the     
payment of amounts to create and maintain overcollateralization) on the Class   
2-A Certificates and the Mezzanine Certificates, but only in the order of       
priority and in the amounts described herein. To the extent that the Class 2-A  
Certificates are no longer outstanding, such amounts available after            
distributions of interest on the Class 2-A Certificates and the Mezzanine       
Certificates will be used to pay principal (including the payment of amounts to 
create and maintain overcollateralization) on the Class 1-A Certificates. All   
principal payments on the mortgage loans from loan group 2 will be distributed  
among the offered certificates unless they are no longer outstanding.           

NET MONTHLY EXCESS CASHFLOW DISTRIBUTIONS                                       

Amounts available after distributions of interest and principal as described    
above will be the related net monthly excess cashflow and will be used for      
various purposes, including reimbursing the certificate insurer, maintaining the
required level of overcollateralization with respect to the related and         
non-related loan groups and making distributions for reimbursement of losses.   

SEE "DESCRIPTION OF THE CERTIFICATES" IN THIS PROSPECTUS SUPPLEMENT FOR         
ADDITIONAL INFORMATION.                                                         

CREDIT ENHANCEMENT                                                              

The credit enhancement provided for the benefit of the holders of the offered   
certificates consists of excess spread, overcollateralization related to each   
loan group, cross-collateralization between the loan groups to cover realized   
losses and, with respect to the Class 2-A Certificates only, a certificate      
guaranty insurance policy issued by Ambac Assurance Corporation for the benefit 
of the Class 2-A Certificates and the subordination provided to the more senior 
classes of certificates by the more subordinate classes of certificates as      
described in this prospectus supplement.                                        

SEE "THE CERTIFICATE INSURER" AND "DESCRIPTION OF THE                           
CERTIFICATES--OVERCOLLATERALIZATION PROVISIONS," "--ALLOCATION OF REALIZED      
LOSSES," "--DESCRIPTION OF THE CERTIFICATE INSURANCE POLICY," "--SUBORDINATION,"
AND "--ALLOCATION OF LOSSES" IN THIS PROSPECTUS SUPPLEMENT.                     

THE CORRIDOR CONTRACTS                                                          

The holders of the offered certificates may benefit from a series of corridor   
contract payments from the corridor contract counterparty pursuant to the       
related corridor contract. The corridor contracts are intended to partially     
mitigate the interest rate risk that could result from the difference between   
one-month LIBOR plus the related certificate margin and the weighted average of 
the net mortgage rates of the mortgage loans as described                       

in this prospectus supplement. The corridor contracts (other than the corridor  
contract related to the Class 2-A-1 Certificates) will terminate after the      
distribution date in January 2011. The corridor contract related to the Class   
2-A-1 Certificates will terminate after the distribution date in August 2007.   

SEE "DESCRIPTION OF THE CERTIFICATES -- THE CORRIDOR CONTRACTS" IN THIS         
PROSPECTUS SUPPLEMENT.                                                          

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OPTIONAL TERMINATION                                                            

At its option, the Class C Certificateholder may purchase all of the mortgage   
loans, together with any properties in respect thereof acquired on behalf of the
trust, and thereby effect termination and early retirement of the certificates  
on the distribution date after the aggregate stated principal balance of the    
mortgage loans, and properties acquired in respect thereof, remaining in the    
trust has been reduced to less than or equal to 10% of the sum of the aggregate 
stated principal balance of the initial mortgage loans as of the cut-off date   
and the aggregate amount deposited into the pre-funding accounts on the closing 
date. If the Class C Certificateholder fails to exercise such option,           
Countrywide Home Loans Servicing LP may purchase all of the mortgage loans,     
together with any properties in respect thereof acquired on behalf of the trust,
and thereby effect termination and early retirement of the certificates on the  
distribution date after the aggregate stated principal balance of the mortgage  
loans, and properties acquired in respect thereof, remaining in the trust has   
been reduced to less than or equal to 5% of the sum of the aggregate stated     
principal balance of the initial mortgage loans as of the cut-off date and the  
aggregate amount deposited into the pre-funding accounts on the closing date.   

SEE "POOLING AND SERVICING AGREEMENT-- TERMINATION" IN THIS PROSPECTUS          
SUPPLEMENT.                                                                     

FEDERAL INCOME TAX CONSEQUENCES                                                 

Elections will be made to treat the trust (excluding the corridor contracts, the
pre-funding accounts, the interest coverage accounts and the reserve fund) as   
comprising two or more real estate mortgage investment conduits for federal     
income tax purposes.                                                            

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

RATINGS                                                                         

When issued, the offered certificates will receive the ratings set forth on page
S-4 of this prospectus supplement. The ratings on the offered certificates      
address the likelihood that holders of the offered certificates will receive all
distributions on the underlying mortgage loans to which they are entitled.      
However, the ratings do not address the possibility that certificateholders     
might suffer a lower than anticipated yield.                                    

A security rating is not a recommendation to buy, sell or hold a security and is
subject to change or withdrawal at any time by the assigning rating agency. The 
ratings also do not address the rate of principal prepayments on the mortgage   
loans. In particular, the rate of prepayments, if different than originally     
anticipated, could adversely affect the yield realized by holders of the offered
certificates.                                                                   

SEE "RATINGS" IN THIS PROSPECTUS SUPPLEMENT.                                    

LEGAL INVESTMENT                                                                

The offered certificates, other than the Class B Certificates, will constitute  
"mortgage related securities" for purposes of SMMEA. The Class B Certificates   
will not constitute "mortgage related securities" for purposes of SMMEA.        

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

ERISA CONSIDERATIONS                                                            

The offered certificates may be purchased 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 offered certificates.                                                    

SEE "ERISA CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT.                       

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RISK FACTORS

  You should carefully consider, among other things, the following
factors in connection with the purchase of the offered certificates:            

THE OFFERED CERTIFICATES MAY HAVE LIMITED LIQUIDITY, SO YOU MAY BE UNABLE TO    
SELL YOUR SECURITIES OR MAY BE FORCED TO SELL THEM AT A DISCOUNT FROM THEIR FAIR
MARKET VALUE                                                                    

   There can be no assurance that a secondary market for the offered
certificates will develop or, if one does develop, that it will provide holders 
of the offered certificates with liquidity of investment or that it will        
continue for the life of the offered certificates. As a result, any resale      
prices that may be available for any offered certificate in any market that may 
develop may be at a discount from the initial offering price or the fair market 
value thereof. The offered certificates will not be listed on any securities    
exchange.                                                                       

SOME OF THE MORTGAGE LOANS MAY HAVE BEEN AFFECTED BY HURRICANE CHARLEY, WHICH   
MAY RESULT IN LOSSES WITH RESPECT TO THESE MORTGAGE LOANS                       

      Hurricane Charley, which struck the state of Florida and surrounding
areas on August 13 and 14, 2004, may have adversely affected mortgaged          
properties located in those areas. The seller will make a representation and    
warranty that no mortgaged property is subject to any material damage as of the 
closing date. It is unknown at this time how many mortgaged properties have been
or may be affected by Hurricane Charley. No assurance can be given as to the    
effect of this event on the rate of delinquencies and losses on the mortgage    
loans secured by mortgaged properties that were or may be affected by Hurricane 
Charley. Any adverse impact as a result of this event may be borne by the       
holders of the offered certificates, particularly if the seller fails to        
repurchase any mortgage loan that breaches this representation and warranty.    

THE CREDIT ENHANCEMENT IS LIMITED, AND THE POTENTIAL INADEQUACY OF THE CREDIT   
ENHANCEMENT MAY CAUSE LOSSES OR SHORTFALLS TO BE INCURRED ON THE OFFERED        
CERTIFICATES                                                                    

  The credit enhancement features described in the summary of this
prospectus supplement are intended to enhance the likelihood that holders of the
Class A Certificates, and to a limited extent, the holders of the Mezzanine     
Certificates, will receive regular payments of interest and principal. However, 
we cannot assure you that the applicable credit enhancement will adequately     
cover any shortfalls in cash available to pay your certificates as a result of  
delinquencies or defaults on the mortgage loans. On the Closing Date, the       
initial amount of overcollateralization will approximately equal the initial    
overcollateralization target amount of zero. However, commencing on the         
distribution date in February 2005, the overcollateralization target amount will
increase to 0.35% of the sum of the aggregate stated principal balance of the   
initial mortgage loans and the original pre-funded amounts, as described herein.

         Cross-collateralization allows interest from a loan group to be paid to
non-related Class A Certificates after payments to related Class A Certificates 
and net monthly excess cashflow from one loan group to cover realized losses in 
the other loan group to the extent provided in this prospectus supplement.      
However, this excess interest from a loan group is available solely to the      
extent the related certificates have received the interest and principal to     
which they are entitled, to the extent that any realized losses in the related  
loan group have been covered by net monthly excess cashflow and to the extent   
the certificate insurer has been reimbursed, and are subject to the priorities  
of payment in this prospectus supplement. SEE "DESCRIPTION OF THE CERTIFICATES  
-- OVERCOLLATERALIZATION PROVISIONS" in this prospectus supplement.             

       If delinquencies or defaults occur on the mortgage loans, neither the
master servicer nor any other entity will advance scheduled monthly payments of 
interest and principal on delinquent or defaulted                               

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mortgage loans if, in the good faith judgment of the master servicer, these     
advances would not be ultimately recovered from the proceeds of the mortgage    
loan.                                                                           

    If substantial losses occur as a result of defaults and delinquent
payments on the mortgage loans, you may suffer losses. Losses on the mortgage   
loans in loan group 1, to the extent not covered by net monthly excess cashflow,
overcollateralization or cross-collateralization, will be allocated first to the
Class B, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, 
in that order, and then to the Class 1-A-5 Certificates, in each case, until the
certificate principal balance of thereof has been reduced to zero. Losses on the
mortgage loans in loan group 2, to the extent not covered by net monthly excess 
cashflow, overcollateralization or cross-collateralization, will be allocated to
the Class B, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1           
Certificates, in that order. Losses on the mortgage loans in loan group 1 will  
not be allocated to the Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4   
Certificates and losses on the mortgage loans in loan group 2 will not be       
allocated to the Class 2-A Certificates. The securities administrator, on behalf
of the trustee will make a draw on the certificate insurance policy to the      
extent that payments on the mortgage loans in loan group 2 and certain payments 
on the mortgage loans in loan group 1 as described in this prospectus supplement
are insufficient to make certain payments on the Class 2-A Certificates.        

       The ratings of the offered certificates by the rating agencies may be
lowered following the initial issuance thereof as a result of losses on the     
mortgage loans in excess of the levels contemplated by the rating agencies at   
the time of their initial rating analysis or, in the case of the Class 2-A      
Certificates, by a change of the financial strength rating of the certificate   
insurer. None of the company, the master servicer, the securities administrator,
the trustee or any of their respective affiliates will have any obligation to   
replace or supplement any credit enhancement, or to take any other action to    
maintain the ratings of the offered certificates. SEE "DESCRIPTION OF CREDIT    
ENHANCEMENT" IN THE PROSPECTUS.                                                 

INTEREST GENERATED BY THE MORTGAGE LOANS AND AMOUNTS CONTRIBUTED FROM THE       
INTEREST COVERAGE ACCOUNTS MAY BE INSUFFICIENT TO CREATE OR MAINTAIN            
OVERCOLLATERALIZATION OR TO PROVIDE CROSS- COLLATERALIZATION                    

         The amount of interest generated by the mortgage loans (net of fees and
expenses) and amounts contributed from the interest coverage account related to 
each loan group may be higher than the amount of interest required to be paid to
the offered certificates. Any such excess interest will be used to provide      
additional credit enhancement by making payments of interest to non-related     
certificates, to reimburse the certificate insurer, to maintain the current     
level of overcollateralization by covering realized losses on the mortgage      
loans, to create additional overcollateralization until the required level of   
overcollateralization is reached and to provide cross-collateralization by      
covering realized losses on the mortgage loans in the other loan group. We      
cannot assure you, however, that enough excess interest will be available to    
create or maintain the required level of overcollateralization or to provide    
cross-collateralization. The factors described below will affect the amount of  
excess interest that the mortgage loans will generate:                          

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

    o Every time a mortgage loan is liquidated, excess interest may be
reduced because such mortgage loans will no longer be outstanding and generating
interest.                                                                       

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     o If the rates of delinquencies, defaults or losses on the mortgage
loans turn out to be higher than expected, excess interest will be reduced by   
the amount necessary to compensate for any shortfalls in cash available on such 
date to make required distributions on the offered certificates.                

       o If prepayments, defaults and liquidations occur more rapidly on the
mortgage loans with relatively higher interest rates than on the mortgage loans 
with relatively lower interest rates, the amount of excess interest generated by
the mortgage loans will be less than would otherwise be the case.               

   In addition, during the funding period, amounts on deposit in the
pre-funding accounts will earn a limited amount of interest which will be       
available to the certificateholders. The interest earned will be significantly  
less than interest generated by the mortgage loans in the trust. Further,       
certain of the mortgage loans will not have a first scheduled payment due until 
October 2004 and, therefore, interest on such mortgage loans will not be        
available for payments in September 2004. Any such shortfalls will be covered by
the interest coverage accounts as described in "Description of the              
Certificates--Interest Coverage Accounts" below, but will not be covered by any 
third-party, including the certificate insurer.                                 

THE DIFFERENCE BETWEEN THE INTEREST RATES ON THE OFFERED CERTIFICATES AND THE   
RELATED MORTGAGE LOANS MAY RESULT IN NET WAC SHORTFALL WITH RESPECT TO SUCH     
CERTIFICATES                                                                    

        The pass-through rates with respect to the offered certificates adjust
each month and are based upon the value of an index (One-Month LIBOR) plus the  
related certificate margin, limited by the weighted average of the net mortgage 
rates on the related mortgage loans. However, the mortgage rate of substantially
all of the mortgage loans in loan group 1 and loan group 2 is based upon the    
value of an index (Six-Month LIBOR) plus the related gross margin, and adjusts  
semi-annually, commencing, in many cases, after an initial fixed-rate period.   
One-Month LIBOR and Six-Month LIBOR may respond differently to economic and     
market factors, and there is not necessarily any correlation between them.      
Moreover, the mortgage loans are subject to periodic rate caps, maximum mortgage
rates and minimum mortgage rates. Also, because the mortgage rates on the       
mortgage loans generally adjust semi-annually, and, in many cases, after an     
initial fixed-rate period, there will be a delay between the change in Six-Month
LIBOR and the rate on the related mortgage loan. Thus, it is possible, for      
example, that One-Month LIBOR may rise during periods in which Six-Month LIBOR  
is stable or falling or that, even if both One-Month LIBOR and Six-Month LIBOR  
rise during the same period, One-Month LIBOR may rise much more rapidly than    
Six-Month LIBOR. To the extent that the related pass-through rate is limited to 
the weighted average of the net mortgage rates of the related mortgage loans,   
Net WAC shortfall amounts may occur. SEE "DESCRIPTION OF THE                    
CERTIFICATES--INTEREST PAYMENTS ON THE CERTIFICATES."                           

     The corridor contracts will be assigned to, or entered into by, the
trust and the net amounts payable from these contracts will provide some        
protection against certain interest shortfalls on the offered certificates.     
However, net amounts payable under the corridor contracts are based on the      
parameters described in this prospectus supplement, and to the extent the actual
performance of the mortgage loans differs from the expectations on which these  
parameters were based, the corridor contracts may provide insufficient funds to 
cover Net WAC shortfall amounts.                                                

         To the extent that net amounts payable under the corridor contracts are
insufficient to cover Net WAC shortfall amounts on the related certificates,    
related net monthly excess cashflow may be used, subject to the priorities      
described in this prospectus supplement. However, there can be no assurance that
available net monthly excess cashflow will be sufficient to cover these         
shortfalls, particularly because in a situation where the pass-through rate on a
class of certificates is limited to the weighted average net mortgage rates of  
the related mortgage loans, there will be little or no related net monthly      
excess cashflow. Net WAC                                                        

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shortfall amounts with respect to the Class 2-A Certificates are not covered by 
the certificate guaranty insurance policy and may remain unpaid on the final    
scheduled distribution date.                                                    

THE PASS-THROUGH RATES ON THE OFFERED CERTIFICATES ARE SUBJECT TO LIMITATION    

         The offered certificates accrue interest at an annual rate equal to the
least of (i) an adjustable pass- through rate, (ii) a maximum rate cap equal to 
11.25% per annum and (iii) a rate equal to the weighted average of the interest 
rates on the related mortgage loans, net of certain fees and expenses of the    
trust as described in this prospectus supplement.                               

       A variety of factors could limit the pass-through rate on one or more
classes of the offered certificates and adversely affect the yield to maturity  
on such class or classes of certificates:                                       

       o If prepayments, defaults and liquidations occur more rapidly on the
mortgage loans with relatively higher interest rates than on the mortgage loans 
with relatively lower interest rates, the pass- through rates on these offered  
certificates are more likely to be limited.                                     

 o The interest rates on the offered certificates will vary with
One-Month LIBOR. Therefore, the yield to investors on the offered certificates  
will be sensitive to fluctuations of One-Month LIBOR.                           

     o The required payment by the master servicer of mortgage insurance
premiums from interest collected on the mortgage loans will result in the limits
on the pass-through rates on these offered certificates being lower than would  
be the case if the master servicer did not have such obligations.               

   The holders of these offered certificates WILL NOT be entitled to
recover interest in excess of any applicable limited rate on any distribution   
date from excess cash flow or from any other source. SEE "DESCRIPTION OF THE    
CERTIFICATES-- OVERCOLLATERALIZATION PROVISIONS" IN THIS PROSPECTUS SUPPLEMENT. 
The offered certificates will be entitled to the benefit of corridor contracts  
to cover any shortfalls as a result of the pass-through rate on these           
certificates being reduced to the net weighted average rate.                    

STATUTORY AND JUDICIAL LIMITATIONS ON FORECLOSURE PROCEDURES MAY DELAY RECOVERY 
IN RESPECT OF THE MORTGAGED PROPERTIES AND, IN SOME INSTANCES, LIMIT THE AMOUNT 
THAT MAY BE RECOVERED BY THE FORECLOSING LENDER, RESULTING IN LOSSES ON THE     
MORTGAGE LOANS THAT MIGHT CAUSE LOSSES OR SHORTFALLS TO BE INCURRED ON THE      
OFFERED CERTIFICATES                                                            

         Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage instrument are judicial foreclosure, involving court     
proceedings, and non-judicial foreclosure pursuant to a power of sale granted in
the mortgage instrument. A foreclosure action is subject to most of the delays  
and expenses of other lawsuits if defenses are raised or counterclaims are      
asserted. Delays may also result from difficulties in locating necessary        
defendants. Non-judicial foreclosures may be subject to delays resulting from   
state laws mandating the recording of notice of default and notice of sale and, 
in some states, notice to any party having an interest of record in the real    
property, including junior lienholders. Some states have adopted                
"anti-deficiency" statutes that limit the ability of a lender to collect the    
full amount owed on a loan if the property sells at foreclosure for less than   
the full amount owed. In addition, United States courts have traditionally      
imposed general equitable principles to limit the remedies available to lenders 
in foreclosure actions that are perceived by the court as harsh or unfair. The  
effect of these statutes and judicial principles may be to delay and/or reduce  
distributions in respect of the offered certificates. SEE "LEGAL ASPECTS OF     
MORTGAGE LOANS--FORECLOSURE ON MORTGAGES AND SOME CONTRACTS" IN THE PROSPECTUS. 

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THE VALUE OF THE MORTGAGE LOANS MAY BE AFFECTED BY, AMONG OTHER THINGS, A       
DECLINE IN REAL ESTATE VALUES AND CHANGES IN THE BORROWERS' FINANCIAL CONDITION,
WHICH MAY CAUSE LOSSES OR SHORTFALLS TO BE INCURRED ON THE OFFERED CERTIFICATES 

        No assurance can be given that values of the mortgaged properties have
remained or will remain at their levels as of the dates of origination of the   
related mortgage loans. If the residential real estate market should experience 
an overall decline in property values so that the outstanding balances of the   
mortgage loans, and any secondary financing on the mortgaged properties, 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. A decline in property   
values is more likely to result in losses on mortgage loans with high           
loan-to-value ratios. Such losses will be allocated to the offered certificates 
to the extent not covered by credit enhancement.                                

THE GROUP 1 LOANS AND GROUP 2 LOANS WERE UNDERWRITTEN TO NON-CONFORMING         
UNDERWRITING STANDARDS, WHICH MAY RESULT IN LOSSES OR SHORTFALLS ON THE OFFERED 
CERTIFICATES                                                                    

    The group 1 loans and group 2 loans were underwritten generally in
accordance with underwriting standards which are primarily intended to provide  
for single family "non-conforming" mortgage loans. A "non-conforming" mortgage  
loan means a mortgage loan which is ineligible for purchase by Fannie Mae or    
Freddie Mac due to either credit characteristics of the related mortgagor or    
documentation standards in connection with the underwriting of the related      
mortgage loan that do not meet the Fannie Mae or Freddie Mac underwriting       
guidelines for "A" credit mortgagors. These credit characteristics include      
mortgagors whose creditworthiness and repayment ability do not satisfy such     
Fannie Mae or Freddie Mac underwriting guidelines and mortgagors who may have a 
record of credit write-offs, outstanding judgments, prior bankruptcies and other
credit items that do not satisfy such Fannie Mae or Freddie Mac underwriting    
guidelines. These documentation standards may include mortgagors who provide    
limited or no documentation in connection with the underwriting of the related  
mortgage loan. Accordingly, mortgage loans underwritten under the seller's      
non-conforming credit underwriting standards are likely to experience rates of  
delinquency, foreclosure and loss that are higher, and may be substantially     
higher, than mortgage loans originated in accordance with the Fannie Mae or     
Freddie Mac underwriting guidelines. Any resulting losses, to the extent not    
covered by credit enhancement, may affect the yield to maturity of the offered  
certificates.                                                                   

SOME OF THE MORTGAGE LOANS HAVE AN INITIAL INTEREST ONLY PERIOD, WHICH MAY      
RESULT IN INCREASED DELINQUENCIES AND LOSSES WITH RESPECT TO THESE MORTGAGE     
LOANS                                                                           

   Approximately 0.03%, 1.20%, 3.68%, 45.85% and 4.60% of the sample
mortgage loans in loan group 1 (by aggregate outstanding principal balance of   
the related sample mortgage loans as of the cut-off date) have initial interest 
only periods of six months, two, three, five, and ten years, respectively, and  
approximately 0.04%, 0.72%, 0.39%, 41.81%, and 2.03% of the sample mortgage     
loans in loan group 2 (by aggregate outstanding principal balance of the related
sample mortgage loans as of the cut-off date) have initial interest only periods
of six months and two, three, five and ten years, respectively. During this     
period, the payment made by the related borrower will be less than it would be  
if the mortgage loan amortized. In addition, the mortgage loan balance will not 
be reduced by the principal portion of scheduled monthly payments during this   
period. As a result, no principal payments will be made to the offered          
certificates from these mortgage loans during their interest only period except 
in the case of a prepayment.                                                    

       After the initial interest only period, the scheduled monthly payment
on these mortgage loans will increase, which may result in increased            
delinquencies by the related borrowers, particularly if interest rates have     
increased and the borrower is unable to refinance. In addition, losses may be   
greater on these mortgage                                                       

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loans as a result of the mortgage loan not amortizing during the early years of 
these mortgage loans. Although the amount of principal included in each         
scheduled monthly payment for a traditional mortgage loan is relatively small   
during the first few years after the origination of a mortgage loan, in the     
aggregate the amount can be significant. Any resulting delinquencies and losses,
to the extent not covered by credit enhancement, will be allocated to the       
offered certificates.                                                           

        Mortgage loans with an initial interest only period are relatively new
in the mortgage marketplace. The performance of these mortgage loans may be     
significantly different than mortgage loans that fully amortize. In particular, 
there may be a higher expectation by these borrowers of refinancing their       
mortgage loans with a new mortgage loan, in particular one with an initial      
interest only period, which may result in higher or lower prepayment speeds than
would otherwise be the case. In addition, the failure to build equity in the    
property by the related mortgagor may affect the delinquency and prepayment of  
these mortgage loans.                                                           

THE MORTGAGE LOANS ARE CONCENTRATED IN THE STATE OF CALIFORNIA, WHICH MAY RESULT
IN LOSSES WITH RESPECT TO THESE MORTGAGE LOANS                                  

         Investors should note that some 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 such as earthquakes, hurricanes, floods 
and eruptions, civil disturbances such as riots, and by other disruptions such  
as ongoing power outages or terrorist actions or acts of war. 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. Approximately 53.64%
and 44.17% of the sample mortgage loans in loan group 1 and loan group 2,       
respectively (by aggregate outstanding principal balance of the related sample  
mortgage loans as of the cut-off date), are in the state of California. The     
concentration of the mortgage loans in the state of California may present risk 
considerations in addition to those generally present for similar               
mortgage-backed securities without this concentration. Any risks associated with
mortgage loan concentration may affect the yield to maturity of the offered     
certificates to the extent losses caused by these risks which are not covered by
credit enhancement are allocated to the offered certificates.                   

THE RATE AND TIMING OF PREPAYMENTS WILL AFFECT YOUR YIELD                       

      Borrowers may prepay their mortgage loans in whole or in part at any
time. We cannot predict the rate at which borrowers will repay their mortgage   
loans. A prepayment of a mortgage loan generally will result in a prepayment on 
the certificates.                                                               

    o If you purchase your certificates at a discount and principal is
repaid slower than you anticipate, then your yield may be lower than you        
anticipate.                                                                     

   o If you purchase your certificates at a premium and principal is
repaid faster than you anticipate, then your yield may be lower than you        
anticipate.                                                                     

      o The rate of prepayments on the mortgage loans will be sensitive to
prevailing interest rates. Generally, if interest rates decline, mortgage loan  
prepayments may increase due to the availability of other mortgage loans at     
lower interest rates. Conversely, if prevailing interest rates rise             
significantly, the prepayments on mortgage loans may decrease.                  

       o Approximately 67.19% and 69.55% of all of the sample mortgage loans
in loan group 1 and loan group 2, respectively (by aggregate outstanding        
principal balance of the related sample mortgage loans                          

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as of the cut-off date), require the mortgagor to pay a charge in certain       
instances if the mortgagor prepays the mortgage loan during a stated period,    
which may be from six months to five years after the mortgage loan was          
originated. A prepayment charge may or may not discourage a mortgagor from      
prepaying the mortgage loan during the applicable period.                       

        o The seller may be required to purchase mortgage loans from the trust
in the event certain breaches of representations and warranties occur and have  
not been cured. These purchases will have the same effect on the holders of the 
offered certificates as a prepayment of the mortgage loans.                     

o The overcollateralization provisions, initially and whenever
overcollateralization is at a level below the required level, are intended to   
result in an accelerated rate of principal distributions to holders of the      
classes of offered certificates then entitled to distributions of principal. An 
earlier return of principal to the holders of the offered certificates as a     
result of the overcollateralization provisions will influence the yield on the  
offered certificates in a manner similar to the manner in which principal       
prepayments on the mortgage loans will influence the yield on the offered       
certificates.                                                                   

  o Because principal distributions are paid to certain classes of
offered certificates before other such classes, holders of classes of offered   
certificates having a later priority of payment bear a greater risk of losses   
than holders of classes having earlier priorities for distribution of principal.

        SEE "YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS" IN THIS PROSPECTUS
SUPPLEMENT FOR A DESCRIPTION OF FACTORS THAT MAY INFLUENCE THE RATE AND TIMING  
OF PREPAYMENTS ON THE MORTGAGE LOANS AND THE WEIGHTED AVERAGE LIVES OF THE      
OFFERED CERTIFICATES.                                                           

THE MORTGAGE LOANS MAY HAVE ENVIRONMENTAL RISKS, WHICH MAY RESULT IN INCREASED  
LOSSES WITH RESPECT TO THESE MORTGAGE LOANS                                     

         To the extent the master servicer for a mortgage loan acquires title to
any related mortgaged property contaminated with or affected by hazardous wastes
or hazardous substances, these mortgage loans may incur losses. SEE "SERVICING  
OF MORTGAGE LOANS--REALIZATION UPON OR SALE OF DEFAULTED MORTGAGE LOANS" AND    
"LEGAL ASPECTS OF MORTGAGE LOANS--ENVIRONMENTAL LEGISLATION" IN THE PROSPECTUS. 
To the extent these environmental risks result in losses on the mortgage loans, 
the yield to maturity of the offered certificates, to the extent not covered by 
credit enhancement, may be affected.                                            

SOME ADDITIONAL RISKS ARE ASSOCIATED WITH THE CLASS 1-A-5 CERTIFICATES AND      
MEZZANINE CERTIFICATES                                                          

         The weighted average lives of, and the yields to maturity on, the Class
1-A-5, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B        
Certificates will be progressively more sensitive, in that order, to the rate   
and timing of mortgagor defaults and the severity of ensuing losses on the      
mortgage loans. If the actual rate and severity of losses on the mortgage loans 
is higher than those assumed by an investor in such certificates, the actual    
yield to maturity of such certificates may be lower than the yield anticipated  
by such holder based on such assumption. The timing of losses on the mortgage   
loans will also affect an investor's actual yield to maturity, even if the rate 
of defaults and severity of losses over the life of the mortgage pool are       
consistent with an investor's expectations. In general, the earlier a loss      
occurs, the greater the effect on an investor's yield to maturity. Realized     
losses on the mortgage loans, to the extent they exceed the amount of           
overcollateralization following distributions of principal on the related       
distribution date, will reduce the certificate principal balance of the class of
Mezzanine Certificates then outstanding with the lowest payment priority. In    
addition, after the certificate principal balance of the Mezzanine Certificates 
has been reduced to zero, any realized losses on the mortgage loans in loan     
group 1 will be allocated to the Class 1-A-5 Certificates. As a result of such  
reductions, less interest will accrue on the Class 1-A-5 Certificates and such  

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class of Mezzanine Certificates than would otherwise be the case. Once a        
Realized Loss is allocated to a Class 1-A-5 Certificate and Mezzanine           
Certificate, no amounts will be distributable with respect to such written down 
amount.                                                                         

       If the certificate principal balances of the Class 1-A-5 Certificates
and Mezzanine Certificates have been reduced to zero, there may not be enough   
principal and interest generated from the mortgage loans available to for       
payments on the other classes of offered certificates, to the extent that       
realized losses on the mortgage loans reduce the amount available to be paid to 
such certificates.                                                              

      In addition, the yield on the Class 1-A-5 Certificates and Mezzanine
Certificates will be sensitive to changes in the rates of prepayment of the     
mortgage loans. Because distributions of principal will be made to the holders  
of such certificates according to the priorities described in this prospectus   
supplement, the yield to maturity on such classes of certificates will be       
sensitive to the rates of prepayment on the mortgage loans experienced both     
before and after the commencement of principal distributions on such classes.   
The yield to maturity on such classes of certificates will also be extremely    
sensitive to losses due to defaults on the mortgage loans (and the timing       
thereof), to the extent such losses are not covered by excess interest,         
overcollateralization, or a class of Mezzanine Certificates with a lower payment
priority. Furthermore, as described in this prospectus supplement, the timing of
receipt of principal and interest by the Class 1-A-5 Certificates and Mezzanine 
Certificates may be adversely affected by losses even if such classes of        
certificates do not ultimately bear such loss.                                  

PREPAYMENT INTEREST SHORTFALLS AND RELIEF ACT SHORTFALLS WILL AFFECT YOUR YIELD 

     When a principal prepayment in full is made on a mortgage loan, the
mortgagor is charged interest only 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. In addition, the      
application of the Servicemembers Civil Relief Act, as amended, to any mortgage 
loan will adversely affect, for an indeterminate period of time, the ability of 
the Subservicer and Master Servicer to collect full amounts of interest on the  
mortgage loan. This may result in a shortfall in interest collections available 
for distribution to certificateholders on the next distribution date. The       
Subservicer is required to cover a portion of the shortfall in interest         
collections that are attributable to prepayments, but only up to the amount of  
the Subservicer's aggregate servicing fee for the related calendar month, and   
the Master Servicer is required to cover a portion of the shortfall in interest 
collections that are attributable to prepayments, but only up to the amount     
required to be paid by the Subservicer which is not paid by the Subservicer and 
the amount of the Master Servicer's aggregate servicing fee for the related     
calendar month. In addition, certain shortfalls in interest collections arising 
from the application of the Relief Act will not be covered by the Subservicer or
the Master Servicer. Further, any such shortfalls on the Class 2-A Certificates 
will not be covered by the certificate guaranty insurance policy.               

         On any distribution date, any shortfalls resulting from the application
of the Relief Act and any Prepayment Interest Shortfalls to the extent not      
covered by Compensating Interest paid by the Subservicer or the Master Servicer 
will be allocated, first, in reduction of amounts otherwise distributable to the
holders of the Class C Certificates, and thereafter, to the Monthly Interest    
Distributable Amounts with respect to the offered certificates on a pro rata    
basis based on the respective amounts of interest accrued on such certificates  
for such distribution date. The holders of the offered certificates will be     
entitled to reimbursement for any such interest shortfalls with interest thereon
solely from the net monthly excess cashflow in accordance with the payment      
provisions in this prospectus supplement. If these shortfalls are allocated to  
the offered certificates and are not reimbursed on any distribution date, the   
amount of interest paid to those certificates will be reduced, adversely        
affecting the yield on your investment.                                         

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VIOLATION OF VARIOUS FEDERAL AND STATE LAWS MAY RESULT IN LOSSES ON THE MORTGAGE
LOANS                                                                           

   Applicable state laws generally regulate interest rates and other
charges, require specific disclosure, and require licensing of the seller. In   
addition, other state laws, public policy and general principles of equity      
relating to the protection of consumers, unfair and deceptive practices and debt
collection practices may apply to the origination, servicing and collection of  
the mortgage loans.                                                             

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

 o the Federal Truth-in-Lending Act and Regulation Z promulgated
thereunder, which require specific disclosures to the borrowers regarding the   
terms of the mortgage loans;                                                    

 o the Equal Credit Opportunity Act and Regulation B promulgated
thereunder, which prohibit discrimination on the basis of age, race, color, sex,
religion, marital status, national origin, receipt of public assistance or the  
exercise of any right under the Consumer Credit Protection Act, in the extension
of credit; and                                                                  

        o the Fair Credit Reporting Act, which regulates the use and reporting
of information related to the borrower's credit experience.                     

    Depending on the provisions of the applicable law and the specific
facts and circumstances involved, violations of these federal or state laws,    
policies and principles may limit the ability of the trust to collect all or    
part of the principal of or interest on the mortgage loans, may entitle the     
borrower to a refund of amounts previously paid and, in addition, could subject 
the trust to damages and administrative enforcement.                            

       The seller will represent that as of the closing date, to the best of
seller's knowledge, each mortgage loan at the time it was originated complied in
all material respects with applicable local, state and federal laws, including, 
without limitation, usury, equal credit opportunity, truth-in-lending and       
disclosure laws; and each mortgage loan is being serviced in all material       
respects in accordance with applicable local, state and federal laws, including,
without limitation, usury, equal credit opportunity and disclosure laws. In the 
event of a breach of this representation, it will be obligated to cure the      
breach or repurchase or replace the affected mortgage loan in the manner        
described in the prospectus.                                                    

THERE MAY BE VARIATIONS IN THE MORTGAGE LOANS FROM THE SAMPLE MORTGAGE LOANS    

        The sample mortgage loans include mortgage loans whose characteristics
may vary from the specific characteristics reflected in the mortgage loans,     
although the extent of such variance is not expected to be material. Within 15  
days of the closing date, tables will be filed on Form 8-K reflecting the       
mortgage loans.                                                                 

THERE MAY BE VARIATIONS IN THE SUBSEQUENT MORTGAGE LOANS FROM THE INITIAL       
MORTGAGE LOANS                                                                  

Each subsequent mortgage loan in loan group 1 and loan group 2
generally will satisfy the eligibility criteria described in this prospectus    
supplement at the time of its sale to the trust. The characteristics of the     
subsequent mortgage loans in loan group 1 and loan group 2, however, may vary   
from the specific characteristics reflected in the statistical information      
relating to the sample mortgage loans presented in this prospectus supplement,  
although the extent of such variance is not expected to be material. Within 15  
days of the delivery of the last subsequent mortgage loan in loan group 1 and   
loan group 2 to the trust, tables will be filed on Form 8-K reflecting the final
pool of mortgage loans.                                                         

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MANDATORY PREPAYMENT                                                            

       To the extent that the amounts on deposit in the pre-funding accounts
have not been fully applied to the purchase of subsequent mortgage loans in loan
group 1 and loan group 2 on or before September 30, 2004, the holders of the    
certificates then entitled to principal distributions will receive on the       
distribution date immediately following September 30, 2004, any amounts         
remaining in the pre-funding accounts. Although no assurance can be given, the  
company intends that the principal amount of subsequent mortgage loans in loan  
group 1 and loan group 2 sold to the trustee on behalf of the trust will require
the application of substantially all amounts on deposit in the pre-funding      
accounts and that there will be no material principal payment to the holders of 
the certificates on such distribution date.                                     

THE RATINGS ON THE OFFERED CERTIFICATES ARE NOT A RECOMMENDATION TO BUY, SELL OR
HOLD THE OFFERED CERTIFICATES AND ARE SUBJECT TO WITHDRAWAL AT ANY TIME, WHICH  
MAY RESULT IN LOSSES ON THE OFFERED CERTIFICATES                                

         It is a condition to the issuance of the offered certificates that each
class of offered certificates be rated no lower than the ratings described on   
page S-4 of this prospectus supplement. 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    
offered certificate, and, accordingly, there can be no assurance that the       
ratings assigned to any offered certificate on the date on which the offered    
certificates are initially issued will not be lowered or withdrawn by a rating  
agency at any time thereafter. In the event any rating is revised or withdrawn, 
the liquidity or the market value of the related offered certificates may be    
adversely affected. SEE "RATINGS" IN THIS PROSPECTUS SUPPLEMENT AND IN THE      
PROSPECTUS.                                                                     

THE RECORDING OF MORTGAGES IN THE NAME OF MERS MAY AFFECT THE YIELD ON THE      
CERTIFICATES.                                                                   

         The mortgages or assignments of mortgage for some of the mortgage loans
have been or may be recorded in the name of Mortgage Electronic Registration    
Systems, Inc., or MERS, solely as nominee for the seller and its successors and 
assigns. Subsequent assignments of those mortgages are registered electronically
through the MERS(R) System. However, if MERS discontinues the MERS(R) System and
it becomes necessary to record an assignment of the mortgage to the trustee,    
then any related expenses shall be paid by the trust and will reduce the amount 
available to pay principal of and interest on the mezzanine certificates.       

         The recording of mortgages in the name of MERS is a new practice in the
mortgage lending industry. Public recording officers and others may have        
limited, if any, experience with lenders seeking to foreclose mortgages,        
assignments of which are registered with MERS. Accordingly, delays and          
additional costs in commencing, prosecuting and completing foreclosure          
proceedings and conducting foreclosure sales of the mortgaged properties could  
result. Those delays and additional costs could in turn delay the distribution  
of liquidation proceeds to certificateholders and increase the amount of losses 
on the mortgage loans.                                                          

FOR ADDITIONAL INFORMATION REGARDING MERS AND THE MERS(R) SYSTEM, SEE           
"DESCRIPTION OF THE MORTGAGE POOL--MORTGAGE POOL CHARACTERISTICS" AND "YIELD ON 
THE CERTIFICATES--YIELD SENSITIVITY OF THE MEZZANINE CERTIFICATES" IN THIS      
PROSPECTUS SUPPLEMENT.                                                          

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 THE MORTGAGE POOL

GENERAL                                                                         

        References to percentages of the mortgage loans unless otherwise noted
are calculated based on the aggregate principal balance of the sample mortgage  
loans as of the Cut-off Date.                                                   

 The mortgage pool will consist of two groups of mortgage loans,
referred to in this prospectus supplement as "Loan Group 1" and "Loan Group 2"  
(and each, a "Loan Group"), and also designated as the "Group 1 Loans" and the  
"Group 2 Loans", respectively. The Group 1 Loans are one- to four-family,       
adjustable-rate, fully-amortizing residential mortgage loans with non-conforming
loan balances secured by first liens on mortgaged properties. The Group 2 Loans 
are one- to four-family, adjustable-rate, fully- amortizing residential mortgage
loans with conforming loan balances secured by first liens on mortgaged         
properties. The mortgage loans will have original terms to maturity of not      
greater than 30 years.                                                          

      The Group 1 Loans will consist of mortgage loans which had principal
balances at origination which may or may not be greater than Fannie Mae or      
Freddie Mac conforming balances and the Group 2 Loans will consist of mortgage  
loans which had principal balances at origination which are less than or equal  
to Fannie Mae or Freddie Mac conforming balances. The conforming balance for    
mortgage loans secured by a single family property is $333,700 for all mortgage 
loans other than those originated in Alaska, Hawaii, Guam and the U.S. Virgin   
Islands, for which it is $500,550. The conforming balance is higher for mortgage
loans secured by two- to four-family properties. Notwithstanding these          
conforming balances, the Group 2 Loans have been originated according to        
underwriting standards that do not satisfy Fannie Mae or Freddie Mac            
underwriting criteria.                                                          

   The mortgage pool will include the initial mortgage loans and the
subsequent mortgage loans in Loan Group 1 and Loan Group 2 (each, a "Group 1    
subsequent mortgage loan" or "Group 2 subsequent mortgage loan", as applicable).
The initial mortgage loans will be the mortgage loans deposited into the trust  
on the Closing Date. The Group 1 subsequent mortgage loans and Group 2          
subsequent mortgage loans will be purchased with amounts on deposit in the      
related pre-funding account described in this prospectus supplement.            

         The Seller will convey the initial mortgage loans to the company on the
Closing Date pursuant to the Mortgage Loan Purchase Agreement and the company   
will convey the initial mortgage loans to the trust on the Closing Date pursuant
to the Agreement. The company will convey the Group 1 subsequent mortgage loans 
and Group 2 subsequent mortgage loans to the trust during the Funding Period.   
The Group 1 subsequent mortgage loans will be acquired with amounts on deposit  
in the Group 1 Pre-Funding Account pursuant to the Group 1 Subsequent Transfer  
Instrument. The Group 2 subsequent mortgage loans will be acquired with amounts 
on deposit in the Group 2 Pre-Funding Account pursuant to the Group 2 Subsequent
Transfer Instrument. The Seller will make certain representations and warranties
with respect to the initial mortgage loans in the Mortgage Loan Purchase        
Agreement and with respect to the Group 1 subsequent mortgage loans and Group 2 
subsequent mortgage loans in the Group 1 subsequent mortgage loan purchase      
agreement and Group 2 subsequent mortgage loan purchase agreement. These        
representations and warranties will be assigned by the company to the Trustee   
for the benefit of the Certificateholders and the Certificate Insurer. As more  
particularly described in the prospectus, the Seller will have certain          
repurchase or substitution obligations in connection with a breach of any such  
representation or warranty, as well as in connection with an omission or defect 
in respect of certain constituent documents required to be delivered with       
respect to the mortgage loans, if such breach, omission or defect cannot be     
cured and it materially and adversely affects the interests of the              
Certificateholders or the Certificate Insurer. In the event the Seller fails    

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to repurchase a mortgage loan, Impac Holdings will be required to do so. SEE    
"THE MORTGAGE POOLS--REPRESENTATIONS BY SELLERS" IN THE PROSPECTUS.             

        The mortgage loans will have been originated or acquired by the Seller
in accordance with the underwriting criteria described in this prospectus       
supplement. SEE "--UNDERWRITING" BELOW.                                         

Substantially all of the mortgage loans will be subserviced by
Countrywide Home Loans Servicing LP or an affiliate thereof and Wells Fargo     
Bank, N.A., as described in this prospectus supplement under "Pooling and       
Servicing Agreement--The Subservicers" in this prospectus supplement.           

      All of the mortgage loans have scheduled monthly payments due on the
Due Date. Each mortgage loan will contain a customary "due-on-sale" clause.     

       Certain of the mortgage loans will have their first scheduled monthly
payments due in October 2004. As to those mortgage loans, no principal          
amortization payments will be distributed (unless prepayments are received      
thereon) until the distribution date occurring in October 2004, the month in    
which the first scheduled monthly payment is due. However, on the Closing Date, 
cash will be deposited in the Interest Coverage Account in an amount equal to   
one month's interest accrued from August 1, 2004 (at the related mortgage rates)
on such mortgage loans, to be remitted to the securities administrator for      
distribution on the distribution date occurring in September 2004, the month    
prior to the month in which the first scheduled monthly payment is due on such  
mortgage loans. In addition, the Interest Coverage Account will be available to 
cover any interest shortfalls as a result of the pre-funding feature as provided
in the Agreement.                                                               

MORTGAGE RATE ADJUSTMENT                                                        

The mortgage rate on the mortgage loans will generally adjust 
semi-annually commencing after an initial period after origination of generally 
one month, three months, six months, one year, two years, three years, five     
years, seven years or ten years, in each case on each applicable adjustment date
to a rate equal to the sum, generally rounded to the nearest one-eighth of one  
percentage point (12.5 basis points), of (i) the related index and (ii) the     
gross margin. In addition, the mortgage rate on each mortgage loan is subject on
its first adjustment date following its origination to an initial rate cap and  
on each adjustment date thereafter to a periodic rate cap. All of the mortgage  
loans are also subject to maximum and minimum lifetime mortgage rates. The      
mortgage loans were generally originated with an initial mortgage rate below the
sum of the index at origination and the gross margin. Due to the application of 
the initial rate caps, periodic rate caps, maximum mortgage rates and minimum   
mortgage rates, the mortgage rate on any mortgage loan, as adjusted on any      
related adjustment date, may not equal the sum of the index and the gross       
margin.                                                                         

    The mortgage rate on a substantial majority of the sample mortgage
loans in Loan Group 1 and substantially all of the sample mortgage loans in Loan
Group 2 adjusts based on an index equal to Six-Month LIBOR. In the event that   
the related index is no longer available, an index that is based on comparable  
information will be selected by the Master Servicer, to the extent that it is   
permissible under the terms of the related mortgage and mortgage note.          

      Substantially all of the sample mortgage loans will not have reached
their first adjustment date as of the Closing Date. The initial mortgage rate is
generally lower than the rate that would have been produced if the applicable   
gross margin had been added to the index in effect at origination. Mortgage     
loans that have not reached their first adjustment date are subject to the      
initial rate cap on their first adjustment date, and periodic rate caps         
thereafter.                                                                     

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INDICES ON THE MORTGAGE LOANS                                                   

   The index applicable to the determination of the mortgage rate on
approximately 93.02% and 98.85% (in each case, by aggregate outstanding         
principal balance of the related sample mortgage loans as of the Cut- off Date) 
of the sample Group 1 Loans and sample Group 2 Loans, respectively, is the      
average of the interbank offered rates for six-month United States dollar       
deposits in the London market as published by Fannie Mae or THE WALL STREET     
JOURNAL and, in most cases, as most recently available as of the first business 
day of the month preceding such adjustment date, or Six-Month LIBOR.            

        The table below sets forth historical average rates of Six-Month LIBOR
for the months indicated as made available from Fannie Mae. The rates are       
determined from information that is available as of 11:00 a.m. (London time) on 
the second to last business day of each month. Such average rates may fluctuate 
significantly from month to month as well as over longer periods and may not    
increase or decrease in a constant pattern from period to period. There can be  
no assurance that levels of Six-Month LIBOR published by Fannie Mae, or         
published on a different reference date would have been at the same levels as   
those set forth below. The following does not purport to be representative of   
future levels of Six-Month LIBOR (as published by Fannie Mae). No assurance can 
be given as to the level of Six-Month LIBOR on any adjustment date or during the
life of any mortgage loan based on Six-Month LIBOR.                             

                                                                [Download Table]


                         SIX-MONTH LIBOR                               

MONTH      1997   1998    1999        2000   2001   2002   2003   2004 
-----      ----   ----    ----        ----   ----   ----   ----   ---- 
                                                                       
January    5.71%  5.75%   5.04%       6.23%  5.36%  1.99%  1.35%  1.21%
February   5.68   5.78    5.17        6.32   4.96   2.06   1.34   1.10 
March      5.96   5.80    5.08        6.53   4.71   2.33   1.26   1.09 
April      6.08   5.87    5.08        6.61   4.23   2.10   1.29   1.10 
May        6.01   5.81    5.19        7.06   3.91   2.09   1.22   1.11 
June       5.94   5.87    5.62        7.01   3.83   1.95   1.12   1.36 
July       5.83   5.82    5.65        6.88   3.70   1.86   1.15   1.99 
August     5.86   5.69    5.90        6.83   3.48   1.82   1.21        
September  5.85   5.36    5.96        6.76   2.53   1.75   1.18        
October    5.81   5.13    6.13        6.72   2.17   1.62   1.22        
November   6.04   5.28    6.04        6.68   2.10   1.47   1.25        
December   6.01   5.17    6.13        6.20   1.98   1.38   1.22        

   The index applicable to the determination of the mortgage rate on
approximately 5.85% and 0.58% (in each case, by aggregate outstanding principal 
balance of the related sample mortgage loans as of the Cut- off Date) of the    
sample mortgage loans in Loan Group 1 and the sample mortgage loans in Loan     
Group 2, respectively, is the average of the interbank offered rates for        
one-year United States dollar deposits in the London market as published by     
Fannie Mae or THE WALL STREET JOURNAL and, in most cases, as most recently      
available as of the first business day of the month preceding such adjustment   
date, or One-Year LIBOR.                                                        

   The index applicable to the determination of the mortgage rate on
approximately 0.88% and 0.40% (in each case, by aggregate outstanding principal 
balance of the related sample mortgage loans as of the Cut- off Date) of the    
sample mortgage loans in Loan Group 1 and the sample mortgage loans in Loan     
Group 2, respectively, will be based on One-Month LIBOR. One-Month LIBOR 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.                

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   The index applicable to the determination of the mortgage rate on
approximately 0.25% and 0.17% (in each case, by aggregate outstanding principal 
balance of the related sample mortgage loans as of the Cut- off Date) of the    
sample mortgage loans in Loan Group 1 and the sample mortgage loans in Loan     
Group 2, respectively, will be based on Three-Month LIBOR. Three-Month LIBOR    
will be a per annum rate equal to the average of interbank offered rates for    
three-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.       

PREPAYMENT CHARGES                                                              

       Approximately 67.19% of the sample mortgage loans in Loan Group 1 and
69.55% of the sample mortgage loans in Loan Group 2, provide for payment by the 
mortgagor of a prepayment charge in limited circumstances on prepayments.       
Generally, these mortgage loans provide for payment of a prepayment charge on   
partial or full prepayments made within six months, one year, five years or     
other period as provided in the related mortgage note from the date of          
origination of the mortgage loan. The amount of the prepayment charge is as     
provided in the related mortgage note, and the prepayment charge will generally 
apply if, in any twelve-month period during the first year, five years or other 
period as provided in the related mortgage note from the date of origination of 
the mortgage loan, the mortgagor prepays an aggregate amount exceeding 20% of   
the original principal balance of the mortgage loan. The amount of the          
prepayment charge will generally be equal to 6 months' advance interest         
calculated on the basis of the mortgage rate in effect at the time of the       
prepayment on the amount prepaid in excess of 20% of the original principal     
balance of the mortgage loan. The holders of the Class P Certificates will be   
entitled to all prepayment charges received on the mortgage loans, and these    
amounts will not be available for distribution on the other classes of          
certificates. The Master Servicer may waive the collection of any otherwise     
applicable prepayment charge or reduce the amount thereof actually collected,   
but only if the Master Servicer does so in compliance with the prepayment charge
waiver standards set forth in the Agreement. If the Master Servicer waives any  
prepayment charge other than in accordance with the standards set forth in the  
Agreement, the Master Servicer will be required to pay the amount of the waived 
prepayment charge. There can be no assurance that the prepayment charges will   
have any effect on the prepayment performance of the mortgage loans.            

PRIMARY MORTGAGE INSURANCE AND THE RADIAN LENDER-PAID PMI POLICY                

        Each mortgage loan with a loan-to-value ratio at origination in excess
of 80.00% will be insured by one of the following: (1) a Primary Insurance      
Policy issued by a private mortgage insurer (other than a Radian Lender-Paid PMI
Policy) or (2) a Radian Lender-Paid PMI Policy.                                 

      Each Primary Insurance Policy will insure against default under each
insured mortgage note as follows: (A) for which the outstanding principal       
balance at origination of such mortgage loan is greater than or equal to 80.01% 
and up to and including 90.00% of the lesser of the Appraised Value and the     
sales price, such mortgage loan is covered by a Primary Insurance Policy in an  
amount equal to at least 12.00% of the Allowable Claim and (B) for which the    
outstanding principal balance at origination of such mortgage loan exceeded     
90.01% of the lesser of the Appraised Value and the sales price, such mortgage  
loan is covered by a Primary Insurance Policy in an amount equal to at least    
30.00% of the Allowable Claim.                                                  

      Each Radian Lender-Paid PMI Policy will insure against default under
each insured mortgage note as follows: (A) for which the outstanding principal  
balance at origination of such mortgage loan is greater than or equal to 80.01% 
and up to and including 95.00% of the lesser of the Appraised Value and the     
sales price, such mortgage loan is covered by a Radian Lender-Paid PMI Policy in
an amount equal to at least 22.00% of the Allowable Claim and (B) for which the 
outstanding principal balance at origination of such mortgage loan is at least  
95.01% and up to and including 97.00% of the lesser of the Appraised Value and  

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the sales price, such mortgage loan is covered by such Radian Lender-Paid PMI   
Policy in an amount equal to at least 35.00% of the Allowable Claim.            

       With respect to the Radian Lender-Paid PMI Policies, the premium will
be payable by the Master Servicer out of interest collections on the mortgage   
loans at a rate equal to the related Radian PMI Rate. The Radian PMI Rates for  
the sample mortgage loans range from 0.280% to 2.430% of the Stated Principal   
Balance of the related Radian PMI Insured Loan and the Radian PMI Rates for the 
sample mortgage loans have a weighted average of approximately 1.062%.          

       To the extent of a default by Radian under the Radian Lender-Paid PMI
Policy, the Master Servicer will use its best efforts to find a replacement     
policy with substantially similar terms, with the approval of the Certificate   
Insurer.                                                                        

   Each mortgage loan is required to be covered by a standard hazard
insurance policy.                                                               

SEE "PRIMARY MORTGAGE INSURANCE, HAZARD INSURANCE; CLAIMS     
THEREUNDER--HAZARD INSURANCE POLICIES" IN THE PROSPECTUS.                       

SAMPLE MORTGAGE LOAN CHARACTERISTICS                                            

         The statistical information included in this prospectus supplement with
respect to the mortgage loans is based on a pool of 9,136 sample mortgage loans,
70.96% of which are in Loan Group 1 and 29.04% of which are in Loan Group 2.    
References to percentages of the sample mortgage loans unless otherwise noted   
are calculated based on the aggregate principal balance of the sample mortgage  
loans as of the Cut-off Date.                                                   

        The original mortgages for some of the mortgage loans have been, or in
the future may be, at the sole discretion of the Master Servicer, recorded in   
the name of Mortgage Electronic Registration Systems, Inc., or MERS, solely as  
nominee for the Seller and its successors and assigns, and subsequent           
assignments of those mortgages have been, or in the future may be, at the sole  
discretion of the Master Servicer, registered electronically through the MERS(R)
System. In some other cases, the original mortgage was recorded in the name of  
the originator of the mortgage loan, record ownership was later assigned to     
MERS, solely as nominee for the owner of the mortgage loan, and subsequent      
assignments of the mortgage were, or in the future may be, at the sole          
discretion of the Master Servicer, registered electronically through the MERS(R)
System. For each of these mortgage loans, MERS serves as mortgagee of record on 
the mortgage solely as a nominee in an administrative capacity on behalf of the 
trustee, and does not have any interest in the mortgage loan. Some of the sample
Group 1 Loans and sample Group 2 Loans were recorded in the name of MERS. For   
additional information regarding the recording of mortgages in the name of MERS 
see "Yield on the Certificates--Yield Sensitivity of the Mezzanine Certificates"
in this prospectus supplement.                                                  

LOAN GROUP 1                                                                    

       The sample Group 1 Loans had an aggregate principal balance as of the
Cut-off Date of approximately $1,631,999,917, after application of scheduled    
payments due on or before the Cut-off Date, whether or not received. All of the 
sample Group 1 Loans are secured by first liens on the related mortgaged        
property.                                                                       

The average principal balance of the sample Group 1 Loans at  
origination was approximately $268,819. No sample Group 1 Loan had a principal  
balance at origination of greater than approximately $4,000,000 or less than    
approximately $22,050. The average principal balance of the sample Group 1 Loans

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as of the Cut-off Date was approximately $268,377. No sample Group 1 Loan had a 
principal balance as of the Cut-off Date of greater than approximately          
$4,000,000 or less than approximately $9,154.                                   

     As of the Cut-off Date, the sample Group 1 Loans had mortgage rates
ranging from approximately 2.875% per annum to approximately 10.000% per annum  
and the weighted average mortgage rate was approximately 5.530% per annum. The  
weighted average remaining term to stated maturity of the sample Group 1 Loans  
was approximately 359 months as of the Cut-off Date. None of the sample Group 1 
Loans will have a first Due Date prior to September 1, 1999, or after October 1,
2004, or will have a remaining term to maturity of less than 300 months or      
greater than 360 months as of the Cut-off Date. The latest maturity date of any 
sample Group 1 Loan is September 1, 2034.                                       

         Approximately 0.03%, 1.20%, 3.68%, 45.85% and 4.60% of the sample Group
1 Loans have initial interest only periods of six months, two, three, five and  
ten years, respectively.                                                        

       The loan-to-value ratio of a mortgage loan secured by a first lien is
equal to the ratio, expressed as a percentage, of the principal amount of the   
loan at origination, to the lesser of the appraised value of the related        
mortgaged property at the time of origination and the sales price. The weighted 
average of the loan-to- value ratios at origination of the sample Group 1 Loans 
was approximately 79.77%. No loan-to-value ratio at origination of any sample   
Group 1 Loan was greater than approximately 100.00% or less than approximately  
12.90%.                                                                         

None of the sample Group 1 Loans are buydown mortgage loans.  

     None of the Group 1 Loans will be subject to the Home Ownership and
Equity Protection Act of 1994 or any comparable state law.                      

     Substantially all of the sample Group 1 Loans will not have reached
their first adjustment date as of the Closing Date.                             

         Approximately 67.19% of the sample Group 1 Loans provide for prepayment
charges.                                                                        

        Approximately 20.88% and 9.78% of the sample Group 1 Loans are covered
by a Primary Insurance Policy and the Radian Lender-Paid PMI Policy,            
respectively. For the sample Group 1 Loans, the weighted average of the Radian  
PMI Rates for the mortgage loans covered by the Radian Lender-Paid PMI Policy is
approximately 1.065% per annum.                                                 

     With respect to substantially all of the Group 1 Loans, the Minimum
Mortgage Rate is equal to the Gross Margin.                                     

        Set forth below is a description of certain additional characteristics
of the sample Group 1 Loans as of the Cut-off Date, except as otherwise         
indicated. All percentages of the sample Group 1 Loans are approximate          
percentages by aggregate principal balance as of the Cut-off Date, except as    
otherwise indicated. Dollar amounts and percentages may not add up to totals due
to rounding.                                                                    

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 MORTGAGE LOAN PROGRAMS(1)

                                                        [Enlarge/Download Table]

                                                                                     WEIGHTED                    
                                                                           WEIGHTED   AVERAGE  WEIGHTED  WEIGHTED
                                                                           AVERAGE     REMG.    AVERAGE   AVERAGE
                                              NO. OF    % OF      AVERAGE   GROSS      TERM     CREDIT   ORIGINAL
LOAN PROGRAMS             CURRENT BALANCE     LOANS     TOTAL     BALANCE    WAC     (MONTHS)    SCORE      LTV  
-------------             ---------------     -----     -----     -------    ---     --------    -----      ---  
                                                                                                                 
30Y LIBOR 1MO............   $    2,595,170      8       0.16%   $324,396   4.906%    359.73       686     74.10% 
30Y LIBOR 1MO IO.........       11,708,349     28       0.72     418,155   4.557     359.51       718     74.24  
30Y LIBOR 3MO IO.........        4,100,300     10       0.25     410,030   5.087     359.73       691     78.78  
30Y LIBOR 6MO............       30,063,273    113       1.84     266,047   5.818     359.06       678     82.09  
30Y LIBOR 6MO IO.........      161,957,902    503       9.92     321,984   5.230     359.42       702     78.28  
30Y LIBOR 12MO...........        1,553,111      8       0.10     194,139   6.708     359.86       644     84.54  
30Y LIBOR 12MO IO........        7,833,992     26       0.48     301,307   5.224     359.71       696     77.29  
2/28 LIBOR 6MO...........      404,573,218  1,818      24.79     222,538   5.551     357.86       681     84.88  
2/28 LIBOR 6MO IO........      445,424,375  1,398      27.29     318,615   5.841     359.23       687     80.41  
3/27 LIBOR 6MO...........      242,656,819  1,233      14.87     196,802   5.303     357.99       678     80.43  
3/27 LIBOR 6MO IO........      126,526,329    439       7.75     288,215   5.530     359.26       701     74.72  
3/1 LIBOR 12MO...........       23,108,418     41       1.42     563,620   4.377     355.82       719     71.27  
3/1 LIBOR 12MO IO........       55,824,725     88       3.42     634,372   4.670     356.39       728     72.54  
5/25 LIBOR 6MO...........       21,413,296     83       1.31     257,992   5.987     359.20       703     71.73  
5/25 LIBOR 6MO IO........       72,255,649    256       4.43     282,249   5.855     359.20       707     71.02  
5/1 LIBOR 12MO...........        1,307,283      5       0.08     261,457   6.488     359.66       665     85.01  
5/1 LIBOR 12MO IO........        5,865,200      7       0.36     837,886   6.263     358.07       730     74.66  
7/23 LIBOR 6MO...........        1,111,252      4       0.07     277,813   5.837     356.37       703     77.35  
7/23 LIBOR 6MO IO........        7,109,371     10       0.44     710,937   5.774     349.02       725     66.01  
10/20 LIBOR 6MO..........          111,886      1       0.01     111,886   5.875     359.00       745     57.43  
10/20 LIBOR 6MO IO.......        4,900,000      2       0.30   2,450,000   5.138     357.18       730     63.69  
                            --------------  -----     ------    --------   -----     ------       ---     -----  
         Total...........   $1,631,999,917  6,081     100.00%   $268,377   5.530%    358.53       690     79.77% 
                            ==============  =====     ======                                                     

____________                                                                    
(1) A mortgage loan with a loan program including the term "30Y LIBOR 1MO" has a
term of 30 years and the mortgage rate adjusts monthly based on the value of    
One-Month LIBOR. A mortgage loan with a loan program including the term "30Y    
LIBOR 3MO" has a term of 30 years and the mortgage rate adjusts quarterly based 
on the value of Three-Month LIBOR. A mortgage loan with a loan program including
the term "30Y LIBOR 6MO" has a term of 30 years and the mortgage rate adjusts   
semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan
program including the term "30Y LIBOR 12MO" has a term of 30 years and the      
mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage 
loan with a loan program including the term "2/28 LIBOR 6MO" has a term of 30   
years, the first two of which consist of a fixed rate period, and thereafter the
mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A    
mortgage loan with a loan program including the term "3/27 LIBOR 6MO" has a term
of 30 years, the first three of which consist of a fixed rate period, and       
thereafter the mortgage rate adjusts semi-annually based on the value of        
Six-Month LIBOR. A mortgage loan with a loan program including the term "3/1    
LIBOR 12MO" has a term of 30 years, the first three of which consist of a fixed 
rate period, and thereafter the mortgage rate adjusts annually based on the     
value of One-Year LIBOR. A mortgage loan with a loan program including the term 
"5/25 LIBOR 6MO" has a term of 30 years, the first five of which consist of a   
fixed rate period, and thereafter the mortgage rate adjusts semi-annually based 
on the value of Six-Month LIBOR. A mortgage loan with a loan program including  
the term "5/1 LIBOR 12MO" has a term of 30 years, the first five of which       
consist of a fixed rate period, and thereafter the mortgage rate adjusts        
annually based on the value of One-Year LIBOR. A mortgage loan with a loan      
program including the term "7/23 LIBOR 6MO" has a term of 30 years, the first   
seven of which consist of a fixed rate period, and thereafter the mortgage rate 
adjusts semi-annually based on the value of Six-Month LIBOR . A mortgage loan   
with a loan program including the term "10/20 LIBOR 6MO" has a term of 30 years,
the first ten of which consist of a fixed rate period, and thereafter the       
mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. Any  
mortgage loan with a loan program including the term "IO" has an interest only  
period.                                                                         

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PRINCIPAL BALANCES AS OF ORIGINATION

                                                        [Enlarge/Download Table]

                                                                                        WEIGHTED                    
                                                                              WEIGHTED   AVERAGE  WEIGHTED  WEIGHTED
                                                                              AVERAGE     REMG.    AVERAGE   AVERAGE
RANGE OF MORTGAGE                                 NO. OF    % OF     AVERAGE   GROSS      TERM     CREDIT   ORIGINAL
LOAN PRINCIPAL BALANCES         CURRENT BALANCE   LOANS     TOTAL    BALANCE    WAC     (MONTHS)    SCORE      LTV  
-----------------------         ---------------   -----     -----    -------    ---     --------    -----      ---  
                                                                                                                    
$0.01 - $50,000.00.............  $    2,666,655     68      0.16%    $39,216   5.905%    357.29      703      85.61%
$50,000.01 - $100,000.00.......      65,458,761    790      4.01      82,859   5.840     358.43      682      80.76 
$100,000.01 - $150,000.00......     138,215,104  1,148      8.47     120,396   5.781     358.54      685      81.81 
$150,000.01 - $200,000.00......     132,641,469    760      8.13     174,528   5.681     358.63      688      81.10 
$200,000.01 - $250,000.00......     131,687,972    586      8.07     224,724   5.588     358.71      690      81.64 
$250,000.01 - $300,000.00......     129,301,323    471      7.92     274,525   5.553     358.80      691      80.17 
$300,000.01 - $350,000.00......     157,791,997    481      9.67     328,050   5.518     358.66      689      80.55 
$350,000.01 - $400,000.00......     213,813,375    570     13.10     375,111   5.486     358.60      690      81.35 
$400,000.01 - $450,000.00......     141,083,233    332      8.64     424,949   5.525     358.66      697      81.05 
$450,000.01 - $500,000.00......     130,509,386    274      8.00     476,312   5.478     358.48      689      80.32 
$500,000.01 - $550,000.00......      96,959,234    185      5.94     524,104   5.453     358.63      691      79.60 
$550,000.01 - $600,000.00......      80,338,253    139      4.92     577,973   5.474     358.48      685      78.47 
$600,000.01 - $650,000.00......      79,895,312    126      4.90     634,090   5.365     358.39      685      77.13 
$650,000.01 - $700,000.00......      18,970,026     28      1.16     677,501   5.269     358.87      695      72.42 
$700,000.01 - $750,000.00......      41,899,487     57      2.57     735,079   5.406     358.71      681      73.55 
$750,000.01 - $800,000.00......       6,937,549      9      0.43     770,839   5.233     357.79      693      74.36 
$800,000.01 - $850,000.00......       4,141,286      5      0.25     828,257   4.467     357.61      685      69.93 
$850,000.01 - $900,000.00......       5,264,200      6      0.32     877,367   5.353     357.34      715      75.43 
$900,000.01 - $950,000.00......       1,854,000      2      0.11     927,000   5.868     358.49      700      75.09 
$950,000.01 - $1,000,000.00....      30,707,708     31      1.88     990,571   5.066     357.55      722      68.62 
$1,000,000.01 - $1,050,000.00..       1,032,575      1      0.06   1,032,575   3.875     357.00      729      57.36 
$1,050,000.01 - $1,100,000.00..       1,092,500      1      0.07   1,092,500   3.875     357.00      793      58.26 
$1,100,000.01 - $1,150,000.00..       1,112,950      1      0.07   1,112,950   4.500     359.00      714      69.99 
$1,150,000.01 - $1,200,000.00..       1,200,000      1      0.07   1,200,000   4.875     355.00      756      60.00 
$1,250,000.01 - $1,300,000.00..       1,260,000      1      0.08   1,260,000   5.625     359.00      715      70.00 
$1,300,000.01 - $1,350,000.00..       1,299,941      1      0.08   1,299,941   4.625     357.00      739      60.00 
$1,350,000.01 - $1,400,000.00..       1,365,000      1      0.08   1,365,000   4.000     357.00      743      66.58 
$1,450,000.01 - $1,500,000.00..       3,000,000      2      0.18   1,500,000   5.563     358.00      672      54.08 
$1,750,000.01 - $1,800,000.00..       1,760,000      1      0.11   1,760,000   5.875     357.00      750      80.00 
$1,950,000.01 - $2,000,000.00..       2,000,000      1      0.12   2,000,000   4.250     357.00      796      57.80 
$2,700,000.01 - $2,750,000.00..       2,740,621      1      0.17   2,740,621   6.250     338.00      740      61.09 
$3,950,000.01 - $4,000,000.00..       4,000,000      1      0.25   4,000,000   5.000     357.00      740      64.52 
                                 --------------  -----    ------    --------   -----     ------      ---      ----- 
         Total.................  $1,631,999,917  6,081    100.00%   $268,377   5.530%    358.53      690      79.77%
                                 ==============  =====    ======                                                    

        As of origination, the average principal balance of the sample Group 1
Loans will be approximately $268,819.                                           

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 PRINCIPAL BALANCES AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                          WEIGHTED                    
                                                                                WEIGHTED   AVERAGE  WEIGHTED  WEIGHTED
                                                                                AVERAGE     REMG.    AVERAGE   AVERAGE
RANGE OF MORTGAGE                                  NO. OF     % OF     AVERAGE   GROSS      TERM     CREDIT   ORIGINAL
LOAN PRINCIPAL BALANCES         CURRENT BALANCE    LOANS      TOTAL    BALANCE    WAC     (MONTHS)   SCORE      LTV   
-----------------------         ---------------    -----      -----    -------    ---     --------   -----      ---   
                                                                                                                      
$0.01 - $50,000.00..............  $    2,675,808     69      0.16%     $38,780   5.899%    357.27     703     85.62%  
$50,000.01 - $100,000.00........      65,644,276    791      4.02       82,989   5.835     358.43     682     80.73   
$100,000.01 - $150,000.00.......     138,618,093  1,150      8.49      120,537   5.780     358.54     685     81.86   
$150,000.01 - $200,000.00.......     132,243,263    757      8.10      174,694   5.681     358.64     687     81.06   
$200,000.01 - $250,000.00.......     132,737,155    590      8.13      224,978   5.588     358.70     690     81.70   
$250,000.01 - $300,000.00.......     128,052,688    466      7.85      274,791   5.555     358.81     691     80.09   
$300,000.01 - $350,000.00.......     160,934,323    490      9.86      328,437   5.504     358.63     689     80.71   
$350,000.01 - $400,000.00.......     211,469,006    563     12.96      375,611   5.494     358.62     689     81.24   
$400,000.01 - $450,000.00.......     141,631,304    333      8.68      425,319   5.518     358.64     697     81.08   
$450,000.01 - $500,000.00.......     130,163,248    273      7.98      476,788   5.492     358.51     689     80.23   
$500,000.01 - $550,000.00.......      97,054,397    185      5.95      524,618   5.439     358.60     691     79.71   
$550,000.01 - $600,000.00.......      79,842,637    138      4.89      578,570   5.481     358.51     685     78.46   
$600,000.01 - $650,000.00.......      79,295,876    125      4.86      634,367   5.367     358.40     684     77.03   
$650,000.01 - $700,000.00.......      18,970,026     28      1.16      677,501   5.269     358.87     695     72.42   
$700,000.01 - $750,000.00.......      42,649,175     58      2.61      735,331   5.421     358.71     681     73.67   
$750,000.01 - $800,000.00.......       6,187,861      8      0.38      773,483   5.110     357.65     693     73.68   
$800,000.01 - $850,000.00.......       4,141,286      5      0.25      828,257   4.467     357.61     685     69.93   
$850,000.01 - $900,000.00.......       5,264,200      6      0.32      877,367   5.353     357.34     715     75.43   
$900,000.01 - $950,000.00.......       1,854,000      2      0.11      927,000   5.868     358.49     700     75.09   
$950,000.01 - $1,000,000.00.....      30,707,708     31      1.88      990,571   5.066     357.55     722     68.62   
$1,000,000.01 - $1,050,000.00...       1,032,575      1      0.06    1,032,575   3.875     357.00     729     57.36   
$1,050,000.01 - $1,100,000.00...       1,092,500      1      0.07    1,092,500   3.875     357.00     793     58.26   
$1,100,000.01 - $1,150,000.00...       1,112,950      1      0.07    1,112,950   4.500     359.00     714     69.99   
$1,150,000.01 - $1,200,000.00...       1,200,000      1      0.07    1,200,000   4.875     355.00     756     60.00   
$1,250,000.01 - $1,300,000.00...       2,559,941      2      0.16    1,279,971   5.117     357.98     727     64.92   
$1,350,000.01 - $1,400,000.00...       1,365,000      1      0.08    1,365,000   4.000     357.00     743     66.58   
$1,450,000.01 - $1,500,000.00...       3,000,000      2      0.18    1,500,000   5.563     358.00     672     54.08   
$1,750,000.01 - $1,800,000.00...       1,760,000      1      0.11    1,760,000   5.875     357.00     750     80.00   
$1,950,000.01 - $2,000,000.00...       2,000,000      1      0.12    2,000,000   4.250     357.00     796     57.80   
$2,700,000.01 - $2,750,000.00...       2,740,621      1      0.17    2,740,621   6.250     338.00     740     61.09   
$3,950,000.01 - $4,000,000.00...       4,000,000      1      0.25    4,000,000   5.000     357.00     740     64.52   
                                  --------------  -----    ------     --------   -----     ------     ---     -----   
         Total..................  $1,631,999,917  6,081    100.00%    $268,377   5.530%    358.53     690     79.77%  
                                  ==============  =====    ======                                                     

      As of the Cut-off Date, the average current principal balance of the
sample Group 1 Loans will be approximately $268,377.                            

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MORTGAGE RATES

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                             AVERAGE     REMG.    AVERAGE   AVERAGE
RANGE OF                                         NO. OF   % OF     AVERAGE    GROSS      TERM     CREDIT   ORIGINAL
MORTGAGE RATES (%)            CURRENT BALANCE    LOANS    TOTAL    BALANCE     WAC     (MONTHS)   SCORE      LTV   
------------------            ---------------    -----    -----    -------     ---     --------   -----      ---   
                                                                                                                   
2.500 - 2.999............ $     2,511,310         4        0.15%  $627,827   2.894%    359.16      730     59.53%  
3.000 - 3.499............      10,349,749        27        0.63    383,324   3.277     357.83      750     71.44   
3.500 - 3.999............      61,281,611       170        3.76    360,480   3.775     357.33      718     71.87   
4.000 - 4.499............     112,695,839       343        6.91    328,559   4.218     357.84      708     74.41   
4.500 - 4.999............     297,951,887     1,033       18.26    288,434   4.722     358.15      699     77.78   
5.000 - 5.499............     293,926,676     1,119       18.01    262,669   5.211     358.53      697     78.75   
5.500 - 5.999............     396,626,788     1,569       24.30    252,790   5.704     358.79      684     80.83   
6.000 - 6.499............     198,778,070       766       12.18    259,501   6.200     358.64      682     80.97   
6.500 - 6.999............     141,830,677       502        8.69    282,531   6.696     358.96      674     83.85   
7.000 - 7.499............      51,249,886       222        3.14    230,855   7.189     359.07      676     86.24   
7.500 - 7.999............      36,758,268       184        2.25    199,773   7.706     359.31      666     87.79   
8.000 - 8.499............      12,141,100        61        0.74    199,034   8.171     359.17      658     87.69   
8.500 - 8.999............       7,838,943        48        0.48    163,311   8.684     359.39      656     88.65   
9.000 - 9.499............       4,704,888        19        0.29    247,626   9.202     359.48      669     90.16   
9.500 - 9.999............       2,387,726        10        0.15    238,773   9.655     359.88      637     88.81   
10.000 - 10.499..........         966,500         4        0.06    241,625  10.000     359.34      638     94.55   
                           --------------     -----      ------   --------   -----     ------      ---     -----   
         Total...........  $1,631,999,917     6,081      100.00%  $268,377   5.530%    358.53      690     79.77%  
                           ==============     =====      ======                                                    

____________                                                                    

   As of the Cut-off Date, the weighted average mortgage rate of the
sample Group 1 Loans will be approximately 5.530% per annum.                    

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NEXT ADJUSTMENT DATE

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                             AVERAGE     REMG.    AVERAGE   AVERAGE
                                                NO. OF   % OF      AVERAGE    GROSS      TERM     CREDIT   ORIGINAL
NEXT ADJUSTMENT DATE         CURRENT BALANCE    LOANS    TOTAL     BALANCE     WAC     (MONTHS)   SCORE      LTV   
--------------------         ---------------    -----    -----     -------     ---     --------   -----      ---   
                                                                                                                   
August 1, 2004......... $      3,321,867         7        0.20    $474,552    4.421%   355.15      718     75.61%  
September 1, 2004......        1,326,600         3        0.08     442,200    4.532    358.03      692     81.34   
October 1, 2004........        5,225,010        12        0.32     435,417    4.342    358.72      695     71.14   
November 1, 2004.......       11,850,059        40        0.73     296,251    5.030    359.21      707     80.33   
December 1, 2004.......       16,976,889        55        1.04     308,671    4.988    357.96      689     79.97   
January 1, 2005........       71,732,245       226        4.40     317,399    5.076    359.00      700     78.47   
February 1, 2005.......       89,060,084       289        5.46     308,166    5.587    360.00      701     79.10   
March 1, 2005..........       11,120,820        31        0.68     358,736    5.443    360.00      676     74.96   
June 1, 2005...........          758,400         3        0.05     252,800    4.903    358.00      655     80.00   
July 1, 2005...........          973,010         4        0.06     243,253    5.567    359.00      705     82.22   
August 1, 2005.........        5,126,843        20        0.31     256,342    5.475    360.00      692     78.52   
September 1, 2005......        2,528,850         7        0.15     361,264    5.589    360.00      682     76.52   
December 1, 2005.......          241,542         1        0.01     241,542    5.950    352.00      628     90.00   
February 1, 2006.......          794,267         5        0.05     158,853    5.845    354.00      656     88.65   
March 1, 2006..........        2,486,667        11        0.15     226,061    5.882    355.26      651     78.25   
April 1, 2006..........       45,282,912       167        2.77     271,155    4.892    356.00      678     86.59   
May 1, 2006............      139,618,923       591        8.56     236,242    5.111    357.01      685     86.88   
June 1, 2006...........      156,620,122       654        9.60     239,480    5.719    357.98      678     85.80   
July 1, 2006...........      272,328,188       930       16.69     292,826    6.082    359.00      681     81.70   
August 1, 2006.........      199,043,274       739       12.20     269,341    5.766    360.00      696     78.60   
September 1, 2006......       34,261,028       119        2.10     287,908    5.695    359.85      678     74.37   
October 1, 2006........          481,543         1        0.03     481,543    4.500    350.00      718     49.58   
December 1, 2006.......        1,605,782         5        0.10     321,156    5.157    352.00      579     72.02   
January 1, 2007........        2,373,117         7        0.15     339,017    4.951    353.00      723     75.44   
February 1, 2007.......        9,106,933        20        0.56     455,347    4.319    354.00      701     74.21   
March 1, 2007..........       10,545,836        19        0.65     555,044    4.369    355.00      728     67.52   
April 1, 2007..........       27,594,520        99        1.69     278,733    4.693    356.01      697     79.16   
May 1, 2007............      113,060,670       378        6.93     299,102    4.762    357.06      704     78.48   
June 1, 2007...........      102,196,907       513        6.26     199,214    5.396    358.20      681     80.67   
July 1, 2007...........       99,831,656       476        6.12     209,730    5.621    359.00      684     76.92   
August 1, 2007.........       70,555,675       245        4.32     287,982    5.696    360.00      698     73.67   
September 1, 2007......        9,895,742        36        0.61     274,882    5.453    360.00      700     70.89   
January 1, 2009........          560,000         1        0.03     560,000    5.625    353.00      652     69.48   
February 1, 2009.......          596,701         1        0.04     596,701    6.500    354.00      665     80.00   
March 1, 2009..........          525,000         1        0.03     525,000    5.625    355.00      702     75.00   
April 1, 2009..........        1,294,026         4        0.08     323,506    4.930    356.00      704     76.41   
May 1, 2009............        2,141,052         6        0.13     356,842    5.708    357.00      746     71.89   
June 1, 2009...........       10,516,093        40        0.64     262,902    6.118    358.00      719     76.73   
July 1, 2009...........       43,987,831       147        2.70     299,237    5.887    359.00      714     71.12   
August 1, 2009.........       33,001,075       125        2.02     264,009    5.996    360.00      696     72.58   
September 1, 2009......        8,219,650        26        0.50     316,140    5.682    360.00      690     61.79   
October 1, 2009........        2,740,621         1        0.17   2,740,621    6.250    338.00      740     61.09   
August 1, 2010.........          920,000         2        0.06     460,000    4.864    348.00      721     68.42   
October 1, 2010........          316,746         1        0.02     316,746    5.375    350.00      778     75.23   
March 1, 2011..........          857,000         1        0.05     857,000    5.250    355.00      691     72.94   
April 1, 2011..........          375,000         1        0.02     375,000    5.625    356.00      733     72.82   
June 1, 2011...........          206,931         1        0.01     206,931    5.625    358.00      726     79.84   
July 1, 2011...........        1,402,575         3        0.09     467,525    6.036    359.00      709     70.55   
August 1, 2011.........        1,148,750         3        0.07     382,917    5.771    360.00      695     69.42   
September 1, 2011......          253,000         1        0.02     253,000    5.375    360.00      746     63.25   
May 1, 2014............        4,000,000         1        0.25   4,000,000    5.000    357.00      740     64.52   
June 1, 2014...........          900,000         1        0.06     900,000    5.750    358.00      688     60.00   
July 1, 2014...........          111,886         1        0.01     111,886    5.875    359.00      745     57.43   
                          --------------     -----      ------    --------    -----    ------      ---     -----   
         Total.........   $1,631,999,917     6,081      100.00%   $268,377    5.530%   358.53      690     79.77%  
                          ==============     =====      ======                                                     

_____________                                                                   
      As of the Cut-off Date, the weighted average remaining months to the
next adjustment date of the sample Group 1 Loans will be approximately 26       
months.                                                                         

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GROSS MARGIN

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                        
                                                                         WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED   
                                                                          AVERAGE     REMG.    AVERAGE   AVERAGE   
RANGE OF GROSS                                NO. OF   % OF     AVERAGE    GROSS      TERM     CREDIT   ORIGINAL   
MARGINS (%)                CURRENT BALANCE    LOANS    TOTAL    BALANCE     WAC     (MONTHS)   SCORE      LTV      
-----------                ---------------    -----    -----    -------     ---     --------   -----      ---      
                                                                                                                   
1.500 - 1.749.......... $      684,066          4       0.04%  $171,016     4.806%    359.42       769       55.94%
1.750 - 1.999..........      8,519,346         38       0.52    224,193     3.718     357.37       738       73.10 
2.000 - 2.249..........     18,177,070         72       1.11    252,459     4.219     357.74       705       72.76 
2.250 - 2.499..........    165,604,290        344      10.15    481,408     4.846     356.78       719       72.66 
2.500 - 2.749..........     55,967,526        192       3.43    291,498     4.665     357.40       693       78.03 
2.750 - 2.999..........    107,361,070        390       6.58    275,285     4.930     357.69       694       81.10 
3.000 - 3.249..........    168,557,048        648      10.33    260,119     5.114     358.16       701       83.90 
3.250 - 3.499..........    258,335,813        977      15.83    264,417     5.425     358.87       724       79.24 
3.500 - 3.749..........    171,893,654        654      10.53    262,834     5.478     359.04       686       80.36 
3.750 - 3.999..........    277,955,196      1,059      17.03    262,469     5.871     359.45       671       77.55 
4.000 - 4.249..........     16,708,703         84       1.02    198,913     6.067     357.54       686       82.71 
4.250 - 4.499..........     21,976,654         94       1.35    233,794     6.112     358.86       663       78.50 
4.500 - 4.749..........     21,165,803        100       1.30    211,658     5.725     359.00       681       81.29 
4.750 - 4.999..........     17,893,557         99       1.10    180,743     5.614     358.96       670       80.96 
5.000 - 5.249..........     69,404,255        338       4.25    205,338     6.283     358.84       678       81.85 
5.250 - 5.499..........     31,506,635        176       1.93    179,015     5.863     358.83       657       81.54 
5.500 - 5.749..........     35,113,468        218       2.15    161,071     5.984     358.78       653       81.08 
5.750 - 5.999..........     73,145,282        272       4.48    268,916     6.233     358.81       668       80.87 
6.000 - 6.249..........     65,368,450        174       4.01    375,681     6.478     358.76       654       85.34 
6.250 - 6.499..........     34,505,950        103       2.11    335,009     6.638     358.72       644       91.30 
6.500 - 6.749..........      6,864,890         22       0.42    312,040     6.653     358.40       632       92.03 
6.750 - 6.999..........      1,223,640          5       0.07    244,728     6.348     358.34       637       76.06 
7.000 - 7.249..........        732,642          2       0.04    366,321     7.250     358.51       637       90.00 
7.250 - 7.499..........        815,633          3       0.05    271,878     8.118     359.40       616       86.72 
7.500 - 7.749..........        768,278          6       0.05    128,046     8.214     359.24       635       80.69 
7.750 - 7.999..........        346,892          1       0.02    346,892     9.000     359.00       653       95.00 
8.000 - 8.249..........        367,421          1       0.02    367,421     8.375     360.00       717       95.00 
8.250 - 8.499..........        208,829          1       0.01    208,829     8.625     360.00       642       95.00 
8.500- 8.749...........        196,650          1       0.01    196,650     8.875     360.00       638       95.00 
8.750 - 8.999..........        147,250          1       0.01    147,250     9.125     360.00       667       95.00 
9.000- 9.249...........        312,958          1       0.02    312,958     9.250     359.00       643       95.00 
9.750 - 9.999..........        171,000          1       0.01    171,000    10.000     360.00       676       95.00 
                        --------------      -----     ------   --------     -----     ------       ---       ----- 
         Total......... $1,631,999,917      6,081     100.00%  $268,377     5.530%    358.53       690       79.77%
                        ==============      =====     ======                                                       

___________                                                                     

         As of the Cut-off Date, the weighted average Gross Margin of the sample
Group 1 Loans will be approximately 3.726% per annum.                           

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 MAXIMUM MORTGAGE RATE

                                                        [Enlarge/Download Table]

                                                                                    WEIGHTED                     
                                                                          WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                           AVERAGE     REMG.    AVERAGE  AVERAGE 
RANGE OF MAXIMUM                               NO. OF   % OF     AVERAGE    GROSS      TERM     CREDIT   ORIGINAL
MORTGAGE RATES (%)          CURRENT BALANCE    LOANS    TOTAL    BALANCE     WAC     (MONTHS)   SCORE      LTV   
------------------          ---------------    -----    -----    -------     ---     --------   -----      ---   
                                                                                                                 
8.500 - 8.999........... $    1,584,394         4        0.10%  $396,099    3.056%    358.96      737     49.95% 
9.000 - 9.499...........      9,776,749        25        0.60    391,070    3.332     357.66      748     71.61  
9.500 - 9.999...........     78,530,553       217        4.81    361,892    4.033     357.77      716     72.97  
10.000 - 10.499.........    114,234,338       350        7.00    326,384    4.258     357.82      708     74.53  
10.500 - 10.999.........    296,686,223     1,029       18.18    288,325    4.746     358.13      699     77.77  
11.000 - 11.499.........    289,241,317     1,109       17.72    260,813    5.230     358.57      697     78.68  
11.500 - 11.999.........    390,510,169     1,550       23.93    251,942    5.717     358.80      684     80.82  
12.000 - 12.499.........    195,398,486       754       11.97    259,149    6.192     358.65      681     81.14  
12.500 - 12.999.........    140,778,323       491        8.63    286,718    6.655     358.95      674     84.18  
13.000 - 13.499.........     48,905,007       215        3.00    227,465    7.160     359.02      676     86.72  
13.500 - 13.999.........     34,500,448       176        2.11    196,025    7.660     359.16      670     88.39  
14.000 - 14.499.........     12,802,167        63        0.78    203,209    7.982     358.35      654     88.64  
14.500 - 14.999.........      9,593,039        57        0.59    168,299    8.426     359.42      642     84.89  
15.000 - 15.499.........      4,770,368        20        0.29    238,518    9.032     359.42      660     87.33  
15.500 - 15.999.........      2,723,943        12        0.17    226,995    9.390     359.60      627     86.79  
16.000 - 16.499.........      1,670,428         7        0.10    238,633    9.621     359.46      624     85.19  
16.500 - 16.999.........        293,967         2        0.02    146,984    9.750     360.00      566     78.14  
                         --------------     -----      ------   --------    -----     ------      ---     -----  
         Total.......... $1,631,999,917     6,081      100.00%  $268,377    5.530%    358.53      690     79.77% 
                         ==============     =====      ======                                                    

_________________                                                               
       As of the Cut-off Date, the weighted average Maximum Mortgage Rate of
the sample Group 1 Loans will be approximately 11.516% per annum.               

 INITIAL FIXED-RATE PERIOD

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                      
                                                                            WEIGHTED   AVERAGE   WEIGHTED   WEIGHTED
                                                                             AVERAGE     REMG.    AVERAGE   AVERAGE 
                                               NO. OF   % OF       AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
INITIAL FIXED PERIOD        CURRENT BALANCE    LOANS    TOTAL      BALANCE     WAC     (MONTHS)   SCORE       LTV   
--------------------        ---------------    -----    -----      -------     ---     --------   -----       ---   
                                                                                                                    
One Month............... $      3,607,500       7        0.22%  $  515,357    4.381%   359.22      724     74.77%   
Three Months............     14,796,319        39        0.91      379,393    4.808    359.68      703     75.35    
Six Months..............    192,021,175       616       11.77      311,723    5.322    359.36      698     78.87    
One Year................      9,387,103        34        0.58      276,091    5.469    359.73      688     78.49    
Two Years...............    849,997,593     3,216       52.08      264,303    5.703    358.58      684     82.54    
Three Years.............    448,116,291     1,801       27.46      248,815    5.240    358.04      693     77.36    
Five Years..............    100,841,428       351        6.18      287,298    5.915    359.14      707     71.57    
Seven Years.............      8,220,623        14        0.50      587,187    5.782    350.01      722     67.54    
Ten Years...............      5,011,886         3        0.31    1,670,629    5.154    357.22      731     63.55    
                         --------------     -----      ------   ----------    -----    ------      ---     -----    
         Total.......... $1,631,999,917     6,081      100.00%  $  268,377    5.530%   358.53      690     79.77%   
                         ==============     =====      ======                                                       

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INITIAL RATE CAP

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                      
                                                                         WEIGHTED   AVERAGE   WEIGHTED   WEIGHTED
                                                                          AVERAGE     REMG.    AVERAGE   AVERAGE 
                                              NO. OF  % OF     AVERAGE     GROSS      TERM     CREDIT    ORIGINAL
INITIAL CAP (%)             CURRENT BALANCE   LOANS   TOTAL    BALANCE      WAC     (MONTHS)   SCORE       LTV   
---------------             ---------------   -----   -----    -------      ---     --------   -----       ---   
                                                                                                                 
1.000................... $  218,364,793       688      13.38%  $317,391     5.260%   359.42     700     78.51%   
1.500...................      2,880,427        11       0.18    261,857     6.848    358.72     593     75.48    
2.000...................     85,006,524       149       5.21    570,514     4.643    356.32     721     72.98    
3.000...................    889,284,309     3,478      54.49    255,688     5.878    359.20     685     78.80    
5.000...................     23,677,958        71       1.45    333,492     5.923    358.29     714     73.00    
6.000...................    412,785,907     1,684      25.29    245,122     5.077    357.08     689     84.32    
                         --------------     -----     ------   --------     -----    ------     ---     -----    
         Total.......... $1,631,999,917     6,081     100.00%  $268,377     5.530%   358.53     690     79.77%   
                         ==============     =====     ======                                                     

 PERIODIC RATE CAP

                                                        [Enlarge/Download Table]

                                                                               WEIGHTED                     
                                                                     WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                     AVERAGE     REMG.   AVERAGE   AVERAGE  
                                          NO. OF   % OF     AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
SUBSEQUENT CAP (%)       CURRENT BALANCE  LOANS    TOTAL    BALANCE    WAC     (MONTHS)  SCORE       LTV    
------------------       ---------------  -----    -----    -------    ---     --------  -----       ---    
                                                                                                            
1.000................... $1,495,410,822   5,811    91.63%  $257,341   5.564%    358.70     688       80.45% 
1.500...................     11,294,096      48     0.69    235,294   6.969     358.74     595       73.68  
2.000...................    125,295,000     222     7.68    564,392   5.004     356.47     720       72.21  
                         --------------   -----   ------   --------   -----     ------     ---       -----  
         Total.......... $1,631,999,917   6,081   100.00%  $268,377   5.530%    358.53     690       79.77% 
                         ==============   =====   ======                                                    

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 ORIGINAL LOAN-TO-VALUE RATIOS

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                         WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                         AVERAGE     REMG.   AVERAGE   AVERAGE  
RANGE OF LOAN-TO-                             NO. OF    % OF    AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
VALUE RATIOS (%)           CURRENT BALANCE    LOANS     TOTAL   BALANCE    WAC     (MONTHS)  SCORE       LTV    
----------------           ---------------    -----     -----   -------    ---     --------  -----       ---    
                                                                                                                
0.01 - 20.00............ $       1,231,258      4       0.08%  $307,814   5.257%   358.79     765      18.00%   
20.01 - 25.00...........         134,573        2       0.01     67,287   4.742    358.57     719      22.52    
25.01 - 30.00...........         892,002        7       0.05    127,429   4.779    358.51     718      28.60    
30.01 - 35.00...........       2,057,649        9       0.13    228,628   4.062    359.00     718      32.12    
35.01 - 40.00...........       2,683,136       15       0.16    178,876   4.595    358.25     683      38.01    
40.01 - 45.00...........       8,402,454       23       0.51    365,324   4.910    358.51     687      42.64    
45.01 - 50.00...........       8,858,522       29       0.54    305,466   5.324    358.38     686      47.16    
50.01 - 55.00...........      17,918,967       53       1.10    338,094   4.757    358.34     700      53.16    
55.01 - 60.00...........      35,235,209       98       2.16    359,543   4.923    358.25     708      58.31    
60.01 - 65.00...........      49,114,577      133       3.01    369,283   5.057    357.19     698      63.44    
65.01 - 70.00...........     210,974,207      696      12.93    303,124   4.955    359.17     703      69.40    
70.01 - 75.00...........      72,529,684      239       4.44    303,471   5.409    358.35     689      73.91    
75.01 - 80.00...........     719,056,869    2,657      44.06    270,627   5.527    358.86     692      79.75    
80.01 - 85.00...........      50,185,170      178       3.08    281,939   5.775    358.19     672      83.96    
85.01 - 90.00...........     275,206,589    1,185      16.86    232,242   5.899    357.98     682      89.67    
90.01 - 95.00...........     175,353,977      740      10.74    236,965   6.041    357.86     677      94.72    
95.01 - 100.00..........       2,165,074       13       0.13    166,544   6.275    359.04     714      98.84    
                          --------------    -----     ------   --------   -----    ------     ---      -----    
         Total..........  $1,631,999,917    6,081     100.00%  $268,377   5.530%   358.53     690      79.77%   
                          ==============    =====     ======                                                    

__________                                                                      

    The minimum and maximum loan-to-value ratios of the sample Group 1
Loans at origination were approximately 12.90% and 100.00%, respectively, and   
the weighted average of the loan-to-value ratios of the sample Group 1 Loans at 
origination was approximately 79.77%.                                           

 OCCUPANCY TYPES

                                                        [Enlarge/Download Table]

                                                                                WEIGHTED                     
                                                                      WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                      AVERAGE     REMG.   AVERAGE   AVERAGE  
                                           NO. OF   % OF    AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
OCCUPANCY                CURRENT BALANCE   LOANS    TOTAL   BALANCE     WAC     (MONTHS)  SCORE       LTV    
---------                ---------------   -----    -----   -------     ---     --------  -----       ---    
                                                                                                             
Owner Occupied.......... $1,344,057,008   4,750     82.36%  $282,959   5.491%    358.52    687       80.00%  
Investment..............    227,641,593   1,123     13.95    202,708   5.816     358.58    706       79.26   
Second Home.............     60,301,317     208      3.69    289,910   5.332     358.37    708       76.48   
                         --------------   -----    ------   --------   -----     ------    ---       -----   
         Total.......... $1,631,999,917   6,081    100.00%  $268,377   5.530%    358.53    690       79.77%  
                         ==============   =====    ======                                                    

      Occupancy type is based on the representation of the borrower at the
time of origination.                                                            

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MORTGAGE LOAN PROGRAM AND DOCUMENTATION TYPE

                                                        [Enlarge/Download Table]

                                                                                WEIGHTED                     
                                                                      WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                      AVERAGE     REMG.   AVERAGE   AVERAGE  
                                           NO. OF   % OF    AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
DOCUMENT TYPE            CURRENT BALANCE   LOANS    TOTAL   BALANCE     WAC     (MONTHS)  SCORE       LTV    
-------------            ---------------   -----    -----   -------     ---     --------  -----       ---    
                                                                                                             
Progressive Series                                                                                           
Program (Limited                                                                                             
(Stated)                                                                                                     
Documentation).......... $  684,998,148   2,142     41.97%  $319,794   5.596%   358.95    696       77.87%   

Progressive Series                                                                                           
Program                                                                                                      
(Full Documentation)....    366,553,985   1,583     22.46    231,557   5.407    358.79    681       78.03    

Progressive Express(TM)                                                                                      
Program (Non Verified                                                                                        
Assets).................    305,287,598   1,237     18.71    246,797   5.376    357.61    686       83.48    

Progressive Express(TM)                                                                                      
No Doc Program (No                                                                                           
Documentation)..........    149,680,199     664      9.17    225,422   5.495    357.76    694       84.22    

Progressive Express(TM)                                                                                      
Program (Verified                                                                                            
Assets).................    102,617,636     375      6.29    273,647   5.969    358.68    688       80.72    

Progressive Series                                                                                           
Program (No                                                                                                  
Income/No Asset                                                                                              
Documentation)..........      7,562,891      16      0.46    472,681   5.528    356.73    730       78.33    

Progressive Express(TM)                                                                                      
No Doc Program                                                                                               
(Verified Assets).......      7,451,711      32      0.46    232,866   6.200    359.48    703       81.39    

Progressive Series                                                                                           
Program (Full                                                                                                
Income/Stated Assets                                                                                         
Documentation)..........      5,838,173      26      0.36    224,545   5.649    358.45    667       81.82    

Progressive Series                                                                                           
Program (Alternative                                                                                         
Documentation)..........      1,746,850       4      0.11    436,713   6.455    358.23    645       93.58    

Progressive Series                                                                                           
Program (Lite/Reduced                                                                                        
Documentation (SE)).....         262,726      2      0.02    131,363   6.191    345.14    733       81.34    
                         --------------   -----    ------   --------   -----    ------    ---       -----    
         Total.......... $1,631,999,917   6,081    100.00%  $268,377   5.530%   358.53    690       79.77%   
                         ==============   =====    ======                                                    

        See "--Underwriting Standards" below for a detailed description of the
Seller's loan programs and documentation requirements.                          

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 RISK CATEGORIES

                                                        [Enlarge/Download Table]

                                                                                    WEIGHTED                     
                                                                          WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                          AVERAGE     REMG.   AVERAGE   AVERAGE  
                                               NO. OF   % OF    AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
CREDIT GRADE CATEGORY         CURRENT BALANCE  LOANS    TOTAL   BALANCE     WAC     (MONTHS)  SCORE       LTV    
---------------------         ---------------  -----    -----   -------     ---     --------  -----       ---    
                                                                                                                 
A+(1)......................   $   788,845,589  2,817    48.34%  $280,030    5.224%    358.42   727       78.17%  
A(1).......................       633,991,823  2,365    38.85    268,073    5.614     358.46   653       81.42   
A- (1).....................        51,122,166    224     3.13    228,224    6.205     358.75   610       79.24   
B(1).......................         1,432,170      4     0.09    358,043    5.124     354.09   571       71.22   
C(1).......................           620,809      5     0.04    124,162    9.005     358.88   566       74.17   
CX(1)......................           852,872      3     0.05    284,291    6.649     354.79   511       70.98   
Progressive Express(TM) I(2)..     79,118,925    335     4.85    236,176    6.224     359.44   726       82.15   
Progressive Express(TM) II(2).     64,320,214    274     3.94    234,745    6.760     359.17   651       82.46   
Progressive Express(TM)III(2).      5,124,274     22     0.31    232,922    6.711     359.29   618       71.70   
Progressive Express(TM) IV(2).      2,242,585     11     0.14    203,871    6.478     359.61   598       76.03   
Progressive Express(TM) V(2)..      2,943,296     13     0.18    226,407    7.655     359.51   582       68.47   
Progressive Express(TM) VI(2).      1,385,193      8     0.08    173,149    8.070     359.39   539       66.60   
                               --------------  -----   ------   --------    -----     ------   ---       -----   
         Total.............    $1,631,999,917  6,081   100.00%  $268,377    5.530%    358.53   690       79.77%  
                               ==============  =====   ======                                                    

_________________                                                               

(1) All of these sample Group 1 Loans were reviewed and placed into risk        
categories based on the credit standards of the Progressive Series Program.     
Credit grades of A+, A, A-, B, C and CX correspond to Progressive Series I+, I  
and II, III and III+, IV, V and VI respectively.                                

(2) These sample Group 1 Loans were originated under the Seller's Progressive   
Express(TM) Program. The underwriting for these sample Group 1 Loans is         
generally based on the borrower's "Credit Score" score and therefore these      
sample Group 1 Loans do not correspond to the alphabetical risk categories      
listed above. Each mortgage loan originated pursuant to the Express Priority    
Refi(TM) Program has been placed in either Progressive Express(TM) Program II or
III.                                                                            

        SEE "--UNDERWRITING STANDARDS" BELOW FOR A DESCRIPTION OF THE SELLER'S
RISK CATEGORIES.                                                                

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PROPERTY TYPES

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                            AVERAGE     REMG.   AVERAGE   AVERAGE  
                                                NO. OF   % OF      AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
PROPERTY TYPE                  CURRENT BALANCE  LOANS    TOTAL     BALANCE    WAC     (MONTHS)  SCORE       LTV    
-------------                  ---------------  -----    -----     -------    ---     --------  -----       ---    
                                                                                                                   
Single-Family Residence.......  $1,203,701,973  4,533    73.76%  $265,542    5.498%    358.48    686       80.06%  
Condominium...................     146,760,564    663     8.99    221,358    5.495     358.52    702       80.57   
Planned Unit Development......      89,680,998    258     5.50    347,601    5.524     358.15    702       77.47   
De minimis PUD................      72,612,115    230     4.45    315,705    5.728     359.31    694       79.10   
Two Family....................      50,498,953    180     3.09    280,550    5.834     358.67    696       80.35   
Four Family...................      25,262,419     72     1.55    350,867    5.799     358.84    709       76.64   
Three Family..................      21,046,444     59     1.29    356,719    5.788     358.63    707       76.31   
Highrise/Condominium                16,077,771     49     0.99    328,118    5.545     359.19    724       74.21   
Townhouse.....................       5,803,751     35     0.36    165,821    5.895     359.37    687       77.57   
Condominium...................         408,000      1     0.03    408,000    6.625     360.00    717       89.68   
Condotel......................         146,930      1     0.01    146,930    3.875     358.00    708       69.67   
                                --------------  -----   ------   --------    -----     ------    ---       -----   
         Total................  $1,631,999,917  6,081   100.00%  $268,377    5.530%    358.53    690       79.77%  
                                ==============  =====   ======                                                     

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 GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                         WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                         AVERAGE     REMG.   AVERAGE   AVERAGE  
                                              NO. OF   % OF    AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
STATE                       CURRENT BALANCE   LOANS    TOTAL   BALANCE     WAC     (MONTHS)  SCORE       LTV    
-----                       ---------------   -----    -----   -------     ---     --------  -----       ---    
                                                                                                                
Alabama................. $     5,672,348        27      0.35%  $210,087   5.142%    358.80    713       74.03%  
Arkansas................       1,210,563         9      0.07    134,507   5.825     357.70    670       91.36   
Arizona.................      49,015,351       274      3.00    178,888   5.616     358.35    680       81.12   
California..............     875,346,929     2,441     53.64    358,602   5.483     358.82    694       78.36   
Colorado................      41,668,248       164      2.55    254,075   5.334     356.53    699       80.89   
Connecticut ...........        8,711,805        34      0.53    256,230   5.608     357.94    669       83.01   
District of Columbia....       3,533,926        12      0.22    294,494   5.290     358.37    679       81.57   
Delaware................       3,737,227        22      0.23    169,874   5.615     357.76    675       87.37   
Florida.................     123,571,399       634      7.57    194,908   5.894     358.80    693       81.86   
Georgia.................      21,392,593       110      1.31    194,478   5.567     358.03    692       82.56   
Hawaii..................      10,337,623        22      0.63    469,892   5.546     358.57    695       73.46   
Iowa....................       3,246,228        32      0.20    101,445   5.194     357.44    698       87.60   
Idaho...................       1,666,379        17      0.10     98,022   5.686     358.38    656       81.30   
Illinois................      36,143,493       159      2.21    227,318   5.731     358.40    680       80.62   
Indiana.................       6,692,066        56      0.41    119,501   5.759     358.24    684       85.48   
Kansas..................       3,715,322        26      0.23    142,897   5.593     357.56    692       86.30   
Kentucky................       3,315,379        25      0.20    132,615   5.444     358.23    665       85.43   
Louisiana...............       2,880,756        19      0.18    151,619   5.995     357.89    657       81.90   
Massachusetts...........      37,289,417       106      2.28    351,787   5.223     357.79    691       81.21   
Maryland................      36,142,772       127      2.21    284,589   5.665     358.38    681       81.26   
Maine...................       3,349,409        17      0.21    197,024   5.258     357.78    705       77.77   
Michigan................      14,081,373        85      0.86    165,663   5.666     357.49    679       78.15   
Minnesota...............      29,505,733       144      1.81    204,901   5.203     357.82    677       81.37   
Missouri................      11,343,799        84      0.70    135,045   5.671     358.03    676       85.36   
Mississippi.............       2,914,221        21      0.18    138,772   5.174     358.32    659       79.84   
Montana.................       1,281,369        10      0.08    128,137   6.449     358.45    655       83.22   
North Carolina..........      13,141,022        92      0.81    142,837   5.805     358.48    682       83.36   
North Dakota............         475,921         5      0.03     95,184   6.117     358.83    667       78.91   
Nebraska................       2,066,415        18      0.13    114,801   5.590     357.66    672       88.08   
New Hampshire...........       1,733,135         9      0.11    192,571   5.801     358.63    682       78.80   
New Jersey..............      28,190,624        89      1.73    316,749   6.068     357.96    678       81.27   
New Mexico .............       4,241,377        22      0.26    192,790   5.001     357.73    673       80.50   
Nevada..................      56,065,728       207      3.44    270,849   5.605     358.51    697       80.46   
New York................      23,945,980        67      1.47    357,403   5.120     357.22    676       80.49   
Ohio....................      11,967,636       106      0.73    112,902   5.587     358.12    669       83.60   
Oklahoma................       1,064,099        10      0.07    106,410   5.803     357.93    679       89.21   
Oregon..................      13,161,709        79      0.81    166,604   5.331     358.87    688       80.99   
Pennsylvania............       6,773,883        43      0.42    157,532   5.786     358.65    670       82.49   
Rhode Island............       4,160,682        14      0.25    297,192   5.426     358.08    681       78.36   
South Carolina..........       7,350,991        37      0.45    198,675   5.506     358.36    682       84.59   
South Dakota............       1,314,123         8      0.08    164,265   4.958     357.68    693       83.58   
Tennessee...............       7,525,247        54      0.46    139,356   5.536     357.97    675       83.09   
Texas...................      19,830,884       123      1.22    161,227   5.963     358.42    695       81.51   
Utah....................      14,311,556        81      0.88    176,686   5.417     358.63    696       83.39   
Virginia................      43,490,371       170      2.66    255,826   5.421     358.35    681       81.05   
Vermont.................         595,353         1      0.04    595,353   3.625     355.00    707       38.71   
Washington..............      23,518,411       111      1.44    211,878   5.321     358.31    679       79.76   
Wisconsin...............       7,066,176        46      0.43    153,613   5.573     357.92    676       84.36   
West Virginia...........       1,491,673         7      0.09    213,096   4.659     357.24    713       85.34   
Wyoming.................         751,195         5      0.05    150,239   5.161     357.99    661       88.79   
                          --------------     -----    ------   --------   -----     ------    ---       -----   
         Total..........  $1,631,999,917     6,081    100.00%  $268,377   5.530%    358.53    690       79.77%  
                          ==============     =====    ======                                                    

  No more than approximately 0.43% of the sample Group 1 Loans (by
aggregate outstanding principal balance as of the Cut-off Date) are secured by  
mortgaged properties located in any one zip code.                               

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DEBT-TO-INCOME RATIO

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                            AVERAGE     REMG.   AVERAGE   AVERAGE  
                                                NO. OF    % OF     AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
DESCRIPTION (%)              CURRENT BALANCE    LOANS     TOTAL    BALANCE    WAC     (MONTHS)  SCORE       LTV    
---------------              ---------------    -----     -----    -------    ---     --------  -----       ---    
                                                                                                                   
0.01 - 5.00............. $      2,320,600         3       0.14%  $773,533   3.709%    356.73    757      67.99%    
5.01 - 10.00............        4,222,660        10       0.26    422,266   5.328     357.98    719      76.95     
10.01 - 15.00...........        6,764,584        32       0.41    211,393   5.429     358.99    719      78.60     
15.01 - 20.00...........       17,707,098        70       1.08    252,959   5.174     358.39    714      75.64     
20.01 - 25.00...........       41,873,724       147       2.57    284,855   5.517     358.74    694      77.33     
25.01 - 30.00...........       72,387,965       248       4.44    291,887   5.591     357.99    697      76.02     
30.01 - 35.00...........      122,696,830       410       7.52    299,261   5.618     358.90    697      77.98     
35.01 - 40.00...........      196,161,664       682      12.02    287,627   5.689     359.02    689      78.61     
40.01 - 45.00...........      248,586,145       847      15.23    293,490   5.735     359.03    688      78.86     
45.01 - 50.00...........      193,114,599       773      11.83    249,825   5.605     359.07    684      79.33     
50.01 - 55.00...........       15,657,450        51       0.96    307,009   5.564     359.09    677      74.24     
Greater than 55.00......        2,823,283        12       0.17    235,274   6.625     359.84    660      78.49     
Not Required............      707,683,314     2,796      43.36    253,106   5.386     358.03    690      81.66     
                           --------------     -----     ------   --------   -----     ------    ---      -----     
         Total..........   $1,631,999,917     6,081     100.00%  $268,377   5.530%    358.53    690      79.77%    
                           ==============     =====     ======                                                     

      As of the Cut-off Date, the weighted average debt-to-income ratio of
the sample Group 1 Loans will be approximately 38.65% per annum.                

PREPAYMENT PENALTY

                                                        [Enlarge/Download Table]

                                                                                     WEIGHTED                     
                                                                           WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                           AVERAGE     REMG.   AVERAGE   AVERAGE  
                                                NO. OF    % OF    AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
NUMBER OF MONTHS             CURRENT BALANCE    LOANS     TOTAL   BALANCE    WAC     (MONTHS)  SCORE       LTV    
----------------             ---------------    -----     -----   -------    ---     --------  -----       ---    
                                                                                                                  
0........................ $   535,452,733    1,845       32.81%  $290,218   5.403%    357.95    698       79.11%  
6........................      12,383,334       46        0.76    269,203   5.665     358.92    705       76.97   
7........................       1,312,800        3        0.08    437,600   3.932     360.00    769       70.25   
12.......................     193,088,799      614       11.83    314,477   5.388     359.12    690       78.69   
24.......................     547,713,115    2,089       33.56    262,189   5.658     358.72    683       82.27   
36.......................     227,489,224    1,074       13.94    211,815   5.450     358.76    684       78.07   
48.......................         281,500        2        0.02    140,750   5.357     359.46    705       75.40   
60.......................     114,278,412      408        7.00    280,094   5.919     358.79    700       76.48   
                           --------------    -----      ------   --------   -----     ------    ---       -----   
         Total...........  $1,631,999,917    6,081      100.00%  $268,377   5.530%    358.53    690       79.77%  
                           ==============    =====      ======                                                    

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MONTHS REMAINING TO SCHEDULED MATURITY

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                            AVERAGE     REMG.   AVERAGE   AVERAGE  
                                                 NO. OF    % OF    AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
RANGE OF MONTHS               CURRENT BALANCE    LOANS     TOTAL   BALANCE    WAC     (MONTHS)  SCORE       LTV    
---------------               ---------------    -----     -----   -------    ---     --------  -----       ---    
                                                                                                                   
241-300..................$          188,580       1        0.01%  $188,580   5.375%    300.00    657       90.00%  
301-360..................    1,631,811,337    6,080       99.99    268,390   5.530     358.53    690       79.77   
                            --------------    -----      ------   --------   -----     ------    ---       -----   
         Total...........   $1,631,999,917    6,081      100.00%  $268,377   5.530%    358.53    690       79.77%  
                            ==============    =====      ======                                                    

  As of the Cut-off Date, the weighted average months remaining to
scheduled maturity of the sample Group 1 Loans will be approximately 359 months.

 CREDIT SCORES

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                            AVERAGE     REMG.   AVERAGE   AVERAGE  
                                                 NO. OF    % OF    AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
RANGE OF CREDIT SCORES        CURRENT BALANCE    LOANS     TOTAL   BALANCE    WAC     (MONTHS)  SCORE       LTV    
----------------------        ---------------    -----     -----   -------    ---     --------  -----       ---    
                                                                                                                   
Not Required.............. $     1,570,183        6        0.10%  $261,697   5.861%    357.87    N/A       73.75%  
Greater than 820..........         548,000        1        0.03    548,000   3.375     357.00    836       80.00   
801 - 820.................       7,225,020       31        0.44    233,065   5.337     358.59    807       76.94   
781 - 800.................      45,363,046      162        2.78    280,019   4.983     358.65    790       73.33   
761 - 780.................      99,501,437      355        6.10    280,286   5.069     358.49    770       77.67   
741 - 760.................     139,160,056      474        8.53    293,587   5.282     358.55    750       77.58   
721 - 740.................     160,560,637      548        9.84    292,994   5.380     358.31    730       78.65   
701 - 720.................     201,550,578      761       12.35    264,850   5.360     358.63    710       79.66   
681 - 700.................     226,946,286      865       13.91    262,366   5.451     358.56    690       79.48   
661 - 680.................     240,247,873      885       14.72    271,467   5.580     358.55    670       81.05   
641 - 660.................     241,216,292      933       14.78    258,538   5.797     358.56    650       81.34   
621 - 640.................     197,417,453      748       12.10    263,927   5.792     358.42    631       82.36   
601 - 620.................      55,271,851      245        3.39    225,599   6.235     358.82    612       79.98   
581 - 600.................       8,794,319       38        0.54    231,429   6.283     358.56    596       75.04   
561 - 580.................       3,552,463       13        0.22    273,266   6.533     357.26    572       68.78   
541 - 560.................       1,345,627        9        0.08    149,514   8.219     359.22    555       67.78   
521 - 540.................         875,923        4        0.05    218,981   8.119     359.50    532       72.27   
501 - 520.................         852,872        3        0.05    284,291   6.649     354.79    511       70.98   
                            --------------    -----      ------   --------   -----     ------    ---       -----   
         Total............  $1,631,999,917    6,081      100.00%  $268,377   5.530%    358.53    690       79.77%  
                            ==============    =====      ======                                                    

         As of the Cut-off Date, the weighted average credit score of the sample
Group 1 Loans for which credit scores are available will be approximately 690.  

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 RANGE OF MONTHS TO ROLL

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                         WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                         AVERAGE     REMG.   AVERAGE   AVERAGE  
                                             NO. OF   % OF     AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
NUMBER OF MONTHS          CURRENT BALANCE    LOANS    TOTAL    BALANCE     WAC     (MONTHS)  SCORE       LTV    
----------------          ---------------    -----    -----    -------     ---     --------  -----       ---    
                                                                                                                
1 - 6................... $   210,613,574     663      12.91%   $317,668    5.270%    359.33    699      78.56%  
7 - 12..................       9,387,103      34       0.58     276,091    5.469     359.73    688      78.49   
13 - 18.................       1,035,810       6       0.06     172,635    5.870     353.53    650      88.96   
19 - 24.................     849,186,716   3,210      52.03     264,544    5.702     358.59    684      82.53   
25 - 31.................      24,567,608      53       1.51     463,540    4.479     354.03    707      71.12   
32 - 37.................     423,135,170   1,747      25.93     242,207    5.285     358.28    692      77.71   
50 - 55.................       1,681,701       3       0.10     560,567    5.935     353.98    672      74.94   
56 - 61.................      99,159,727     348       6.08     284,942    5.915     359.23    707      71.51   
62 - 67.................       2,740,621       1       0.17   2,740,621    6.250     338.00    740      61.09   
68 - 73.................         920,000       2       0.06     460,000    4.864     348.00    721      68.42   
74 - 79.................       1,173,746       2       0.07     586,873    5.284     353.65    714      73.56   
80 - 85.................       3,386,256       9       0.21     376,251    5.826     359.02    711      70.44   
Greater than 85.........       5,011,886       3       0.31   1,670,629    5.154     357.22    731      63.55   
                          --------------   -----     ------    --------    -----     ------    ---      -----   
         Total..........  $1,631,999,917   6,081     100.00%   $268,377    5.530%    358.53    690      79.77%  
                          ==============   =====     ======                                                     

    As of the Cut-off Date, the weighted average months to roll of the
sample Group 1 Loans will be approximately 26 months.                           

 LOAN PURPOSES

                                                        [Enlarge/Download Table]

                                                                               WEIGHTED                     
                                                                     WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                     AVERAGE     REMG.   AVERAGE   AVERAGE  
                                          NO. OF   % OF    AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
LOAN PURPOSE             CURRENT BALANCE  LOANS    TOTAL   BALANCE     WAC     (MONTHS)  SCORE       LTV    
------------             ---------------  -----    -----   -------     ---     --------  -----       ---    
                                                                                                            
Purchase................ $1,023,352,397   3,974    62.71%  $257,512   5.568%    358.67     699       81.40% 
Refinance - Cash Out....    442,562,004   1,488    27.12    297,421   5.517     358.48     673       77.29  
Refinance - Rate/Term...    166,085,516     619    10.18    268,313   5.334     357.76     682       76.31  
                         --------------   -----   ------   --------   -----     ------     ---       -----  
         Total.......... $1,631,999,917   6,081   100.00%  $268,377   5.530%    358.53     690       79.77% 
                         ==============   =====   ======                                                    

     In general, in the case of a mortgage loan made for "rate and term"
refinance purposes, substantially all of the proceeds are used to pay in full   
the principal balance of a previous mortgage loan of the mortgagor with respect 
to a mortgaged property and to pay origination and closing costs associated with
such refinancing. Mortgage loans made for "cash-out" refinance purposes may     
involve the use of the proceeds to pay in full the principal balance of a       
previous mortgage loan and related costs except that a portion of the proceeds  
are generally retained by the mortgagor for uses unrelated to the mortgaged     
property. The amount of these proceeds retained by the mortgagor may be         
substantial.                                                                    

LOAN GROUP 2                                                                    

       The sample Group 2 Loans had an aggregate principal balance as of the
Cut-off Date of approximately $668,000,383, after application of scheduled      
payments due on or before the Cut-off Date,                                     

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whether or not received. All of the sample Group 2 Loans are secured by first   
liens on the related mortgaged property.                                        

The average principal balance of the sample Group 2 Loans at  
origination was approximately $219,045. No sample Group 2 Loan had a principal  
balance at origination of greater than approximately $637,000 or less than      
approximately $122,320. The average principal balance of the sample Group 2     
Loans as of the Cut-off Date was approximately $218,658. No sample Group 2 Loan 
had a principal balance as of the Cut-off Date of greater than approximately    
$637,000 or less than approximately $122,071.                                   

     As of the Cut-off Date, the sample Group 2 Loans had mortgage rates
ranging from approximately 2.490% per annum to approximately 9.875% per annum   
and the weighted average mortgage rate was approximately 5.566% per annum. The  
weighted average remaining term to stated maturity of the sample Group 2 Loans  
was approximately 359 months as of the Cut-off Date. None of the sample Group 2 
Loans will have a first Due Date prior to January 1, 2004, or after October 1,  
2004, or will have a remaining term to maturity of less than 352 months or      
greater than 360 months as of the Cut-off Date. The latest maturity date of any 
sample Group 2 Loan is September 1, 2034.                                       

        Approximately 0.04%, 0.72%, 0.39%, 41.81% and 2.03 of the sample Group
2 Loans have initial interest only periods of six months and two, three, five   
and ten years, respectively.                                                    

       The loan-to-value ratio of a mortgage loan secured by a first lien is
equal to the ratio, expressed as a percentage, of the principal amount of the   
loan at origination, to the lesser of the appraised value of the related        
mortgaged property at the time of origination and the sales price. The weighted 
average of the loan-to- value ratios at origination of the sample Group 2 Loans 
was approximately 80.94%. No loan-to-value ratio at origination of any sample   
Group 2 Loan was greater than approximately 100.00% or less than approximately  
25.17%.                                                                         

None of the sample Group 2 Loans are buydown mortgage loans.  

     None of the Group 2 Loans will be subject to the Home Ownership and
Equity Protection Act of 1994 or any comparable state law.                      

     Substantially all of the sample Group 2 Loans will not have reached
their first adjustment date as of the Closing Date.                             

         Approximately 69.55% of the sample Group 2 Loans provide for prepayment
charges.                                                                        

        Approximately 23.61% and 8.29% of the sample Group 2 Loans are covered
by a Primary Insurance Policy and the Radian Lender-Paid PMI Policy,            
respectively. For the sample Group 2 Loans, the weighted average of the Radian  
PMI Rates for the mortgage loans covered by the Radian Lender-Paid PMI Policy is
approximately 1.055% per annum.                                                 

     With respect to substantially all of the Group 2 Loans, the Minimum
Mortgage Rate is equal to the Gross Margin.                                     

        Set forth below is a description of certain additional characteristics
of the sample Group 2 Loans as of the Cut-off Date, except as otherwise         
indicated. All percentages of the sample Group 2 Loans are approximate          
percentages by aggregate principal balance as of the Cut-off Date, except as    
otherwise indicated. Dollar amounts and percentages may not add up to totals due
to rounding.                                                                    

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 MORTGAGE LOAN PROGRAMS(1)

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                         WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                         AVERAGE     REMG.   AVERAGE   AVERAGE  
                                              NO. OF    % OF    AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
LOAN PURPOSE                CURRENT BALANCE   LOANS     TOTAL   BALANCE    WAC     (MONTHS)  SCORE       LTV    
------------                ---------------   -----     -----   -------    ---     --------  -----       ---    
                                                                                                                
30Y LIBOR 1MO.............. $      612,969       3      0.09%  $204,323   4.800%    359.75    731       78.55%  
30Y LIBOR 1MO IO...........      2,059,800       8      0.31    257,475   4.898     359.47    695       80.21   
30Y LIBOR 3MO..............        199,801       1      0.03    199,801   6.000     360.00    710       80.00   
30Y LIBOR 3MO IO...........        942,948       4      0.14    235,737   5.061     360.00    688       80.89   
30Y LIBOR 6MO..............     13,363,530      59      2.00    226,501   5.883     359.41    671       80.82   
30Y LIBOR 6MO IO...........     52,573,523     217      7.87    242,274   5.353     359.41    705       80.01   
30Y LIBOR 12MO.............        228,822       1      0.03    228,822   8.875     359.00    634       95.00   
30Y LIBOR 12MO IO..........      1,828,616       8      0.27    228,577   5.457     359.62    681       79.24   
2/28 LIBOR 6MO.............    219,052,853   1,023     32.79    214,128   5.586     358.05    681       84.63   
2/28 LIBOR 6MO IO..........    171,940,177     739     25.74    232,666   5.771     359.39    694       79.11   
3/27 LIBOR 6MO.............    127,636,483     653     19.11    195,462   5.322     358.12    677       81.16   
3/27 LIBOR 6MO IO..........     52,118,942     226      7.80    230,615   5.430     359.21    711       75.96   
3/1 LIBOR 12MO.............        409,551       2      0.06    204,776   5.872     359.41    641       73.45   
3/1 LIBOR 12MO IO..........        796,000       3      0.12    265,333   4.651     355.19    719       67.27   
5/25 LIBOR 6MO.............      5,941,734      29      0.89    204,887   5.783     359.13    696       71.95   
5/25 LIBOR 6MO IO..........     17,129,135      75      2.56    228,388   5.878     359.31    710       72.70   
5/1 LIBOR 12MO IO..........        610,500       2      0.09    305,250   6.994     359.49    632       85.79   
7/23 LIBOR 6MO IO..........        275,000       1      0.04    275,000   4.750     358.00    739       63.22   
10/20 LIBOR 6MO IO.........        280,000       1      0.04    280,000   7.250     359.00    664       80.00   
                              ------------   -----    ------   --------   -----     ------    ---       -----   
         Total.............   $668,000,383   3,055    100.00%  $218,658   5.566%    358.69    689       80.94%  
                              ============   =====    ======                                                    

____________                                                                    
(1) A mortgage loan with a loan program including the term "30Y LIBOR 1MO" has a
term of 30 years and the mortgage rate adjusts monthly based on the value of    
One-Month LIBOR. A mortgage loan with a loan program including the term "30Y    
LIBOR 3MO" has a term of 30 years and the mortgage rate adjusts quarterly based 
on the value of Three-Month LIBOR. A mortgage loan with a loan program including
the term "30Y LIBOR 6MO" has a term of 30 years and the mortgage rate adjusts   
semi-annually based on the value of Six-Month LIBOR. A mortgage loan with a loan
program including the term "30Y LIBOR 12MO" has a term of 30 years and the      
mortgage rate adjusts annually based on the value of One-Year LIBOR. A mortgage 
loan with a loan program including the term "2/28 LIBOR 6MO" has a term of 30   
years, the first two of which consist of a fixed rate period, and thereafter the
mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. A    
mortgage loan with a loan program including the term "3/27 LIBOR 6MO" has a term
of 30 years, the first three of which consist of a fixed rate period, and       
thereafter the mortgage rate adjusts semi- annually based on the value of       
Six-Month LIBOR. A mortgage loan with a loan program including the term "3/1    
LIBOR 12MO" has a term of 30 years, the first three of which consist of a fixed 
rate period, and thereafter the mortgage rate adjusts annually based on the     
value of One-Year LIBOR. A mortgage loan with a loan program including the term 
"5/25 LIBOR 6MO" has a term of 30 years, the first five of which consist of a   
fixed rate period, and thereafter the mortgage rate adjusts semi-annually based 
on the value of Six- Month LIBOR. A mortgage loan with a loan program including 
the term "5/1 LIBOR 12MO" has a term of 30 years, the first five of which       
consist of a fixed rate period, and thereafter the mortgage rate adjusts        
annually based on the value of One-Year LIBOR. A mortgage loan with a loan      
program including the term "7/23 LIBOR 6MO" has a term of 30 years, the first   
seven of which consist of a fixed rate period, and thereafter the mortgage rate 
adjusts semi-annually based on the value of Six-Month LIBOR. A mortgage loan    
with a loan program including the term "10/20 LIBOR 6MO" has a term of 30 years,
the first ten of which consist of a fixed rate period, and thereafter the       
mortgage rate adjusts semi-annually based on the value of Six-Month LIBOR. Any  
mortgage loan with a loan program including the term "IO" has an interest only  
period.                                                                         

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PRINCIPAL BALANCES AS OF ORIGINATION

                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                     
                                                                            WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                            AVERAGE     REMG.   AVERAGE   AVERAGE  
RANGE OF MORTGAGE                                NO. OF   % OF     AVERAGE   GROSS      TERM    CREDIT    ORIGINAL 
LOAN PRINCIPAL BALANCE          CURRENT BALANCE  LOANS    TOTAL    BALANCE    WAC     (MONTHS)  SCORE       LTV    
----------------------          ---------------  -----    -----    -------    ---     --------  -----       ---    
                                                                                                                   
$100,000.01 - $150,000.00......   $  72,611,792    535    10.87%  $135,723    5.684%   358.48    683        81.81% 
$150,000.01 - $200,000.00......     145,777,082    837    21.82    174,166    5.622    358.61    684        81.21  
$200,000.01 - $250,000.00......     160,640,541    714    24.05    224,987    5.519    358.59    686        81.61  
$250,000.01 - $300,000.00......     158,079,420    577    23.66    273,968    5.532    358.81    691        80.35  
$300,000.01 - $350,000.00......     106,728,563    335    15.98    318,593    5.518    358.93    694        80.62  
$350,000.01 - $400,000.00......      10,121,713     27     1.52    374,878    5.536    358.29    708        83.05  
$400,000.01 - $450,000.00......       5,483,924     13     0.82    421,840    6.016    358.68    707        77.82  
$450,000.01 - $500,000.00......       5,672,623     12     0.85    472,719    5.404    358.65    708        71.07  
$500,000.01 - $550,000.00......       1,613,976      3     0.24    537,992    5.390    359.00    670        71.47  
$600,000.01 - $650,000.00......       1,270,750      2     0.19    635,375    5.751    360.00    742        67.51  
                                   ------------  -----   ------   --------    -----    ------    ---        -----  
         Total.................    $668,000,383  3,055   100.00%  $218,658    5.566%   358.69    689        80.94% 
                                   ============  =====   ======                                                    

        As of origination, the average principal balance of the sample Group 2
Loans will be approximately $219,045.                                           

 PRINCIPAL BALANCES AS OF THE CUT-OFF DATE

                                                        [Enlarge/Download Table]

                                                                                       WEIGHTED                     
                                                                            WEIGHTED    AVERAGE  WEIGHTED   WEIGHTED
                                                                            AVERAGE      REMG.   AVERAGE   AVERAGE  
RANGE OF MORTGAGE                                NO. OF    % OF    AVERAGE   GROSS       TERM    CREDIT    ORIGINAL 
LOAN PRINCIPAL BALANCE          CURRENT BALANCE  LOANS     TOTAL   BALANCE    WAC      (MONTHS)  SCORE       LTV    
----------------------          ---------------  -----     -----   -------    ---      --------  -----       ---    
                                                                                                                    
$100,000.01 - $150,000.00.......  $  73,060,679    538    10.94%  $135,801   5.682%   358.47      683       81.86%  
$150,000.01 - $200,000.00.......    146,326,318    839    21.91    174,406   5.619    358.60      684       81.23   
$200,000.01 - $250,000.00.......    161,140,015    715    24.12    225,371   5.527    358.58      687       81.64   
$250,000.01 - $300,000.00.......    156,880,541    572    23.49    274,267   5.523    358.82      691       80.24   
$300,000.01 - $350,000.00.......    106,429,843    334    15.93    318,652   5.522    358.94      694       80.66   
$350,000.01 - $400,000.00.......     10,121,713     27     1.52    374,878   5.536    358.29      708       83.05   
$400,000.01 - $450,000.00.......      5,483,924     13     0.82    421,840   6.016    358.68      707       77.82   
$450,000.01 - $500,000.00.......      5,672,623     12     0.85    472,719   5.404    358.65      708       71.07   
$500,000.01 - $550,000.00.......      1,613,976      3     0.24    537,992   5.390    359.00      670       71.47   
$600,000.01 - $650,000.00.......      1,270,750      2     0.19    635,375   5.751    360.00      742       67.51   
                                   ------------  -----   ------   --------   -----    ------      ---       -----   
         Total..................   $668,000,383  3,055   100.00%  $218,658   5.566%   358.69      689       80.94%  
                                   ============  =====   ======                                                     

      As of the Cut-off Date, the average current principal balance of the
sample Group 2 Loans will be approximately $218,658.                            

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MORTGAGE RATES

                                                        [Enlarge/Download Table]

                                                                                     WEIGHTED                     
                                                                           WEIGHTED   AVERAGE  WEIGHTED   WEIGHTED
                                                                           AVERAGE     REMG.   AVERAGE   AVERAGE  
RANGE OF                                        NO. OF    % OF   AVERAGE    GROSS      TERM    CREDIT    ORIGINAL 
MORTGAGE RATES (%)            CURRENT BALANCE   LOANS     TOTAL  BALANCE     WAC     (MONTHS)  SCORE       LTV    
------------------            ---------------   -----     -----  -------     ---     --------  -----       ---    
                                                                                                                  
2.000 - 2.449............ $      168,000         1        0.03%  $168,000   2.490%   359.00     816       65.88%  
3.000 - 3.449............        733,846         3        0.11    244,615   3.334    357.40     734       55.77   
3.500 - 3.999............     17,567,990        78        2.63    225,231   3.767    357.82     720       75.36   
4.000 - 4.499............     41,547,615       190        6.22    218,672   4.258    357.96     710       76.16   
4.500 - 4.999............    122,134,001       538       18.28    227,015   4.727    358.40     697       78.95   
5.000 - 5.499............    143,803,750       652       21.53    220,558   5.207    358.63     693       80.31   
5.500 - 5.999............    157,842,016       740       23.63    213,300   5.705    358.84     687       81.24   
6.000 - 6.499............     79,670,884       369       11.93    215,910   6.179    358.92     680       82.29   
6.500 - 6.999............     51,541,141       234        7.72    220,261   6.695    359.04     675       84.65   
7.000 - 7.499............     23,032,713       105        3.45    219,359   7.207    359.27     669       85.59   
7.500 - 7.999............     17,008,632        86        2.55    197,775   7.681    359.08     661       87.84   
8.000 - 8.499............      5,188,245        24        0.78    216,177   8.153    359.38     643       85.90   
8.500 - 8.999............      5,577,974        25        0.84    223,119   8.664    359.39     653       88.71   
9.000 - 9.499............      1,309,475         5        0.20    261,895   9.268    359.33     684       88.06   
9.500 - 9.999............        874,102         5        0.13    174,820   9.693    359.86     611       82.54   
                            ------------     -----      ------   --------   -----    ------     ---       -----   
         Total...........   $668,000,383     3,055      100.00%  $218,658   5.566%   358.69     689       80.94%  
                            ============     =====      ======                                                    

____________                                                                    

   As of the Cut-off Date, the weighted average mortgage rate of the
sample Group 2 Loans will be approximately 5.566% per annum.                    

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NEXT ADJUSTMENT DATE

                                                        [Enlarge/Download Table]

                                                                                 WEIGHTED                     
                                                                        WEIGHTED  AVERAGE  WEIGHTED   WEIGHTED
                                                                        AVERAGE    REMG.   AVERAGE   AVERAGE  
                                             NO. OF    % OF   AVERAGE    GROSS     TERM    CREDIT    ORIGINAL 
NEXT ADJUSTMENT DATE       CURRENT BALANCE   LOANS     TOTAL  BALANCE     WAC    (MONTHS)  SCORE       LTV    
--------------------       ---------------   -----     -----  -------     ---    --------  -----       ---    
                                                                                                              
August 1, 2004......... $     553,700         2        0.08%  $276,850   4.782%   359.00    705     70.00%    
September 1, 2004......       211,500         1        0.03    211,500   6.375    356.00    653     90.00     
October 1, 2004........       828,469         4        0.12    207,117   5.267    358.51    689     88.79     
November 1, 2004.......     3,920,245        16        0.59    245,015   5.079    358.87    694     80.87     
December 1, 2004.......     4,781,330        22        0.72    217,333   5.891    358.05    679     86.35     
January 1, 2005........    23,731,050        98        3.55    242,154   5.152    359.00    701     79.56     
February 1, 2005.......    32,693,626       136        4.89    240,394   5.590    360.00    703     79.98     
March 1, 2005..........     3,032,650        13        0.45    233,281   5.800    360.00    672     75.21     
July 1, 2005...........       918,022         4        0.14    229,505   6.427    359.00    655     83.74     
August 1, 2005.........       992,916         4        0.15    248,229   5.269    360.00    700     78.72     
September 1, 2005......       146,500         1        0.02    146,500   5.990    360.00    649     79.19     
December 1, 2005.......       275,492         1        0.04    275,492   6.250    352.00    702     90.00     
January 1, 2006........       384,969         1        0.06    384,969   6.375    353.00    668     94.88     
February 1, 2006.......       134,822         1        0.02    134,822   6.750    354.00    704     95.00     
March 1, 2006..........       378,262         2        0.06    189,131   6.859    355.00    682     91.76     
April 1, 2006..........    20,682,053        98        3.10    211,041   4.767    356.00    685     85.78     
May 1, 2006............    63,385,075       294        9.49    215,595   5.028    357.01    685     87.10     
June 1, 2006...........    73,740,847       344       11.04    214,363   5.745    358.04    679     86.43     
July 1, 2006...........   107,261,717       469       16.06    228,703   6.062    359.00    683     80.16     
August 1, 2006.........   109,386,420       482       16.38    226,943   5.717    360.00    699     78.46     
September 1, 2006......    15,363,374        70        2.30    219,477   5.969    360.00    675     76.95     
December 1, 2006.......       293,000         1        0.04    293,000   5.625    352.00    723     77.93     
January 1, 2007........       330,000         1        0.05    330,000   4.500    353.00    744     70.97     
February 1, 2007.......       296,893         2        0.04    148,446   4.754    354.00    729     64.60     
March 1, 2007..........       233,051         1        0.03    233,051   5.125    355.00    623     60.26     
April 1, 2007..........     7,761,470        40        1.16    194,037   4.801    356.02    688     80.48     
May 1, 2007............    34,700,841       170        5.19    204,123   4.938    357.07    689     83.87     
June 1, 2007...........    54,128,967       279        8.10    194,011   5.416    358.28    678     80.97     
July 1, 2007...........    51,901,487       260        7.77    199,621   5.524    359.00    680     78.31     
August 1, 2007.........    27,457,227       114        4.11    240,853   5.566    360.00    715     74.92     
September 1, 2007......     3,858,040        16        0.58    241,128   5.521    360.00    679     73.45     
April 1, 2009..........       597,330         4        0.09    149,333   5.317    356.00    739     77.46     
May 1, 2009............       296,800         1        0.04    296,800   5.750    357.00    722     75.14     
June 1, 2009...........     3,651,362        16        0.55    228,210   5.692    358.09    700     74.61     
July 1, 2009...........     7,137,216        31        1.07    230,233   5.797    359.00    713     71.44     
August 1, 2009.........     9,677,011        43        1.45    225,047   6.089    360.00    701     73.57     
September 1, 2009......     2,321,650        11        0.35    211,059   5.756    360.00    689     69.92     
June 1, 2011...........       275,000         1        0.04    275,000   4.750    358.00    739     63.22     
July 1, 2014...........       280,000         1        0.04    280,000   7.250    359.00    664     80.00     
                         ------------     -----      ------   --------   -----    ------    ---     -----     
         Total.........  $668,000,383     3,055      100.00%  $218,658   5.566%   358.69    689     80.94%    
                         ============     =====      ======                                                   

_____________                                                                   
      As of the Cut-off Date, the weighted average remaining months to the
next adjustment date of the sample Group 2 Loans will be approximately 25       
months.                                                                         

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GROSS MARGIN

                                                        [Enlarge/Download Table]

                                                                                WEIGHTED                     
                                                                       WEIGHTED  AVERAGE  WEIGHTED   WEIGHTED
                                                                       AVERAGE    REMG.   AVERAGE   AVERAGE  
RANGE OF GROSS                              NO. OF    % OF   AVERAGE    GROSS     TERM    CREDIT    ORIGINAL 
MARGINS (%)              CURRENT BALANCE    LOANS     TOTAL  BALANCE     WAC    (MONTHS)  SCORE       LTV    
-----------              ---------------    -----     -----  -------     ---    --------  -----       ---    
                                                                                                             
1.750 - 1.999.......... $   5,483,826        25       0.82%  $219,353   4.055%    357.54    725      76.99%  
2.000 - 2.249..........     7,493,258        37       1.12    202,520   4.327     357.50    705      73.73   
2.250 - 2.499..........    21,726,570        96       3.25    226,318   4.599     357.49    711      75.36   
2.500 - 2.749..........    16,577,626        78       2.48    212,534   4.778     357.47    701      76.66   
2.750 - 2.999..........    42,173,932       188       6.31    224,329   5.024     357.56    688      81.75   
3.000 - 3.249..........    71,725,050       325      10.74    220,692   5.106     358.01    700      85.12   
3.250 - 3.499..........   120,305,524       531      18.01    226,564   5.322     358.94    726      80.25   
3.500 - 3.749..........    72,171,409       319      10.80    226,243   5.477     358.90    692      81.73   
3.750 - 3.999..........   133,464,596       604      19.98    220,968   5.840     359.39    676      79.04   
4.000 - 4.249..........     8,146,628        39       1.22    208,888   6.540     358.35    676      88.76   
4.250 - 4.499..........    14,126,260        65       2.11    217,327   5.625     358.83    664      80.19   
4.500 - 4.749..........    10,764,244        51       1.61    211,064   5.330     358.80    674      80.63   
4.750 - 4.999..........    13,536,611        66       2.03    205,100   5.772     358.76    657      82.92   
5.000 - 5.249..........    38,358,336       173       5.74    221,724   6.272     358.82    680      81.40   
5.250 - 5.499..........    19,162,535       103       2.87    186,044   5.749     358.71    655      80.65   
5.500 - 5.749..........    18,362,069       101       2.75    181,803   5.939     358.84    655      80.16   
5.750 - 5.999..........    21,300,267       103       3.19    206,799   6.296     358.83    657      80.95   
6.000 - 6.249..........    16,301,040        73       2.44    223,302   6.642     358.86    646      83.60   
6.250 - 6.499..........    11,637,766        53       1.74    219,580   6.956     358.77    633      87.83   
6.500 - 6.749..........     1,603,142         7       0.24    229,020   7.085     358.74    620      88.49   
6.750 - 6.999..........       746,399         3       0.11    248,800   6.523     359.17    689      89.16   
7.000 - 7.249..........       542,280         2       0.08    271,140   7.250     359.48    634      62.92   
7.250 - 7.499..........       686,669         4       0.10    171,667   7.852     358.76    664      80.21   
7.500 - 7.749..........       525,443         3       0.08    175,148   7.778     358.73    669      87.76   
8.250 - 8.499..........       189,000         1       0.03    189,000   9.750     360.00    526      54.00   
8.500- 8.749...........       351,050         2       0.05    175,525   8.661     359.43    659      83.08   
9.250 - 9.499..........       250,000         1       0.04    250,000   9.500     360.00    700      94.34   
9.500 - 9.749..........       288,852         2       0.04    144,426   9.875     359.56    642      94.82   
                         ------------     -----     ------   --------   -----     ------    ---      -----   
         Total.........  $668,000,383     3,055     100.00%  $218,658   5.566%    358.69    689      80.94%  
                         ============     =====     ======                                                   

___________                                                                     

         As of the Cut-off Date, the weighted average Gross Margin of the sample
Group 2 Loans will be approximately 3.824% per annum.                           

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 MAXIMUM MORTGAGE RATE

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                          WEIGHTED  AVERAGE  WEIGHTED   WEIGHTED
                                                                          AVERAGE    REMG.   AVERAGE   AVERAGE  
RANGE OF MAXIMUM                               NO. OF    % OF   AVERAGE    GROSS     TERM    CREDIT    ORIGINAL 
MORTGAGE RATES (%)         CURRENT BALANCE     LOANS     TOTAL  BALANCE     WAC    (MONTHS)  SCORE       LTV    
------------------         ---------------     -----     -----  -------     ---    --------  -----       ---    
                                                                                                                
8.000 - 8.499........... $      168,000         1        0.03%  $168,000   2.490%    359.00    816      65.88%  
8.500 - 8.999...........        149,092         1        0.02    149,092   3.750     356.00    762      49.18   
9.000 - 9.499...........        733,846         3        0.11    244,615   3.334     357.40    734      55.77   
9.500 - 9.999...........     20,738,915        90        3.10    230,432   3.972     358.10    717      75.92   
10.000 - 10.499.........     42,550,033       195        6.37    218,205   4.303     357.86    710      76.13   
10.500 - 10.999.........    121,306,620       537       18.16    225,897   4.742     358.38    698      79.02   
11.000 - 11.499.........    144,539,170       654       21.64    221,008   5.209     358.65    693      80.29   
11.500 - 11.999.........    154,270,817       723       23.09    213,376   5.710     358.87    686      81.28   
12.000 - 12.499.........     78,024,474       363       11.68    214,943   6.180     358.93    680      82.25   
12.500 - 12.999.........     50,515,254       229        7.56    220,591   6.671     359.00    676      84.96   
13.000 - 13.499.........     23,396,097       107        3.50    218,655   7.172     359.22    670      85.87   
13.500 - 13.999.........     16,684,519        83        2.50    201,018   7.624     359.04    664      87.83   
14.000 - 14.499.........      5,096,312        24        0.76    212,346   7.944     359.37    654      86.89   
14.500 - 14.999.........      6,299,125        29        0.94    217,211   8.508     359.43    644      87.71   
15.000 - 15.499.........      2,268,616         9        0.34    252,068   8.800     359.39    616      80.50   
15.500 - 15.999.........        724,243         4        0.11    181,061   9.426     359.57    638      88.30   
16.500 - 16.999.........        535,250         3        0.08    178,417   9.239     359.63    570      67.24   
                           ------------     -----      ------   --------   -----     ------    ---      -----   
         Total..........   $668,000,383     3,055      100.00%  $218,658   5.566%    358.69    689      80.94%  
                           ============     =====      ======                                                   

_______________                                                                 
       As of the Cut-off Date, the weighted average Maximum Mortgage Rate of
the sample Group 2 Loans will be approximately 11.562% per annum.               

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 INITIAL FIXED-RATE PERIOD

                                                        [Enlarge/Download Table]

                                                                                    WEIGHTED                      
                                                                           WEIGHTED  AVERAGE  WEIGHTED    WEIGHTED
                                                                           AVERAGE    REMG.   AVERAGE    AVERAGE  
                                              NO. OF  % OF     AVERAGE      GROSS     TERM    CREDIT     ORIGINAL 
INITIAL FIXED PERIOD        CURRENT BALANCE   LOANS   TOTAL    BALANCE       WAC    (MONTHS)  SCORE        LTV    
--------------------        ---------------   -----   -----    -------       ---    --------  -----        ---    
                                                                                                                  
One Month............... $       553,700         2      0.08%    $276,850    4.782%   359.00    705     70.00%    
Three Months............       3,261,817        14      0.49      232,987    5.014    359.79    699     81.81     
Six Months..............      65,937,052       276      9.87      238,902    5.460    359.41    698     80.18     
One Year................       2,057,438         9      0.31      228,604    5.837    359.55    676     80.99     
Two Years...............     390,993,030     1,762     58.53      221,903    5.667    358.64    687     82.20     
Three Years.............     180,960,976       884     27.09      204,707    5.351    358.42    687     79.59     
Five Years..............      23,681,369       106      3.55      223,409    5.883    359.27    705     72.85     
Seven Years.............         275,000         1      0.04      275,000    4.750    358.00    739     63.22     
Ten Years...............         280,000         1      0.04      280,000    7.250    359.00    664     80.00     
                            ------------     -----    ------     --------    -----    ------    ---     -----     
         Total..........    $668,000,383     3,055    100.00%    $218,658    5.566%   358.69    689     80.94%    
                            ============     =====    ======                                                      

INITIAL RATE CAP

                                                        [Enlarge/Download Table]

                                                                                  WEIGHTED                      
                                                                         WEIGHTED  AVERAGE  WEIGHTED    WEIGHTED
                                                                         AVERAGE    REMG.   AVERAGE    AVERAGE  
                                            NO. OF  % OF     AVERAGE      GROSS     TERM    CREDIT     ORIGINAL 
INITIAL CAP (%)           CURRENT BALANCE   LOANS   TOTAL    BALANCE       WAC    (MONTHS)  SCORE        LTV    
---------------           ---------------   -----   -----    -------       ---    --------  -----        ---    
                                                                                                                
1.000................... $  70,313,325       293     10.53%    $239,977    5.386%   359.44   701     80.22%     
1.500...................     2,473,604        13      0.37      190,277    7.044    358.61   609     81.49      
2.000...................     2,476,959        10      0.37      247,696    5.348    357.46   674     76.51      
3.000...................   403,710,036     1,848     60.44      218,458    5.812    359.25   687     78.89      
4.000...................       532,000         2      0.08      266,000    7.096    359.00   580     67.69      
5.000...................     4,405,824        18      0.66      244,768    5.917    358.31   701     74.09      
6.000...................   184,088,635       871     27.56      211,353    5.066    357.20   689     85.95      
                          ------------     -----    ------     --------    -----    ------   ---     -----      
         Total..........  $668,000,383     3,055    100.00%    $218,658    5.566%   358.69   689     80.94%     
                          ============     =====    ======                                                      

 PERIODIC RATE CAP

                                                        [Enlarge/Download Table]

                                                                               WEIGHTED                     
                                                                      WEIGHTED  AVERAGE  WEIGHTED   WEIGHTED
                                                                      AVERAGE    REMG.   AVERAGE   AVERAGE  
                                           NO. OF   % OF    AVERAGE    GROSS     TERM    CREDIT    ORIGINAL 
INITIAL CAP (%)          CURRENT BALANCE   LOANS    TOTAL   BALANCE     WAC    (MONTHS)  SCORE       LTV    
---------------          ---------------   -----    -----   -------     ---    --------  -----       ---    
                                                                                                            
1.000................... $656,964,718     3,007     98.35%  $218,478   5.551%    358.69    690      81.01%  
1.500...................    5,517,348        27      0.83    204,346   7.146     358.88    596      77.12   
2.000...................    4,986,316        19      0.75    262,438   5.570     358.47    691      77.34   
2.500...................      532,000         2      0.08    266,000   7.096     359.00    580      67.69   
                         ------------     -----    ------   --------   -----     ------    ---      -----   
         Total.......... $668,000,383     3,055    100.00%  $218,658   5.566%    358.69    689      80.94%  
                         ============     =====    ======                                                   

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 ORIGINAL LOAN-TO-VALUE RATIOS

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                         WEIGHTED  AVERAGE   WEIGHTED   WEIGHTED
                                                                         AVERAGE    REMG.    AVERAGE   AVERAGE  
RANGE OF LOAN-TO-                             NO. OF    % OF    AVERAGE   GROSS     TERM     CREDIT    ORIGINAL 
VALUE RATIOS (%)            CURRENT BALANCE   LOANS     TOTAL   BALANCE    WAC    (MONTHS)   SCORE       LTV    
----------------            ---------------   -----     -----   -------    ---    --------   -----       ---    
                                                                                                                
25.01 - 30.00........... $      151,000         1       0.02%  $151,000  4.750%   360.00      737      25.17%   
30.01 - 35.00...........        745,786         5       0.11    149,157  5.881    357.51      680      32.91    
35.01 - 40.00...........      1,421,149         7       0.21    203,021  5.174    358.30      683      37.39    
40.01 - 45.00...........        776,664         4       0.12    194,166  4.698    358.11      652      43.02    
45.01 - 50.00...........      4,894,677        22       0.73    222,485  4.956    358.33      703      48.25    
50.01 - 55.00...........      2,628,163        13       0.39    202,166  5.349    359.15      674      53.32    
55.01 - 60.00...........      6,195,756        24       0.93    258,157  5.045    359.03      685      58.57    
60.01 - 65.00...........     12,364,314        54       1.85    228,969  5.177    358.82      680      63.34    
65.01 - 70.00...........     84,123,694       357      12.59    235,641  4.968    359.36      711      69.62    
70.01 - 75.00...........     27,207,880       118       4.07    230,575  5.421    358.66      681      73.76    
75.01 - 80.00...........    313,122,218     1,437      46.87    217,900  5.527    359.00      689      79.80    
80.01 - 85.00...........     19,070,126        89       2.85    214,271  5.638    358.07      674      84.10    
85.01 - 90.00...........    107,476,783       509      16.09    211,153  6.080    358.12      684      89.77    
90.01 - 95.00...........     86,831,223       410      13.00    211,783  5.810    357.72      679      94.76    
95.01 - 100.00..........        990,949         5       0.15    198,190  6.855    358.41      741      99.36    
                           ------------     -----     ------   --------  -----    ------      ---      -----    
         Total..........   $668,000,383     3,055     100.00%  $218,658  5.566%   358.69      689      80.94%   
                           ============     =====     ======                                                    

__________                                                                      

    The minimum and maximum loan-to-value ratios of the sample Group 2
Loans at origination were approximately 25.17% and 100.00%, respectively, and   
the weighted average of the loan-to-value ratios of the sample Group 2 Loans at 
origination was approximately 80.94%.                                           

 OCCUPANCY TYPES

                                                        [Enlarge/Download Table]

                                                                                 WEIGHTED                    
                                                                      WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                      AVERAGE     REMG.    AVERAGE   AVERAGE 
                                           NO. OF   % OF    AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
OCCUPANCY                CURRENT BALANCE   LOANS    TOTAL   BALANCE     WAC     (MONTHS)    SCORE       LTV  
---------                ---------------   -----    -----   -------     ---     --------    -----       ---  
                                                                                                             
Owner Occupied.......... $536,229,301     2,456     80.27%  $218,334   5.525%    358.71      685      81.19% 
Investment..............  115,639,599       521     17.31    221,957   5.780     358.64      707      80.01  
Second Home.............   16,131,482        78      2.41    206,814   5.385     358.28      689      79.13  
                         ------------     -----    ------   --------   -----     ------      ---      -----  
         Total.......... $668,000,383     3,055    100.00%  $218,658   5.566%    358.69      689      80.94% 
                         ============     =====    ======                                                    

      Occupancy type is based on the representation of the borrower at the
time of origination.                                                            

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MORTGAGE LOAN PROGRAM AND DOCUMENTATION TYPE

                                                        [Enlarge/Download Table]

                                                                                 WEIGHTED                    
                                                                      WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                      AVERAGE     REMG.    AVERAGE   AVERAGE 
                                           NO. OF   % OF    AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
DOCUMENT TYPE            CURRENT BALANCE   LOANS    TOTAL   BALANCE     WAC     (MONTHS)    SCORE       LTV  
-------------            ---------------   -----    -----   -------     ---     --------    -----       ---  
                                                                                                             
Progressive Series                                                                                           
Program (Limited                                                                                             
(Stated)                                                                                                     
Documentation).......... $235,032,443     1,013     35.18%  $232,016   5.544%   359.24      700      78.25%  

Progressive Series                                                                                           
Program                                                                                                      
(Full Documentation)....  169,899,435       815     25.43    208,466   5.443    359.05      679      78.99   

Progressive Express(TM)                                                                                      
Program (Non Verified                                                                                        
Assets).................  145,043,524       668     21.71    217,131   5.549    357.86      684      84.71   

Progressive Express(TM)                                                                                      
No Doc Program (No                                                                                           
Documentation)..........   71,951,543       350     10.77    205,576   5.497    357.65      690      85.34   

Progressive Express(TM)                                                                                      
Program (Verified                                                                                            
Assets).................   38,933,854       174      5.83    223,758   6.293    358.72      682      83.16   

Progressive Express(TM)                                                                                      
No Doc Program                                                                                               
(Verified Assets).......    3,746,842        19      0.56    197,202   6.401    359.22      678      82.19   

Progressive Series                                                                                           
Program (Full                                                                                                
Income/Stated Assets                                                                                         
Documentation)..........    1,889,299        10      0.28    188,930   5.917    358.29      637      85.55   

Progressive Series                                                                                           
Program ( Alternative                                                                                        
Documentation)..........      524,893         2      0.08    262,446   6.897    358.00      638      93.03   

Progressive Series                                                                                           
Program (No                                                                                                  
Income/No Asset                                                                                              
Documentation)..........      461,349         2      0.07    230,674   7.281    359.42      655      78.66   

Progressive Series                                                                                           
Program (Lite/Reduced                                                                                        
Documentation (SE)).....      270,000         1      0.04    270,000   4.375    359.00      691      61.37   

Progressive Series                                                                                           
Program (No Ratio)            247,200         1      0.04    247,200   5.750    360.00      688      80.00   
                         ------------     -----    ------   --------   -----    ------      ---      -----   
         Total.......... $668,000,383     3,055    100.00%  $218,658   5.566%   358.69      689      80.94%  
                         ============     =====    ======                                                    

        See "--Underwriting Standards" below for a detailed description of the
Seller's loan programs and documentation requirements.                          

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 RISK CATEGORIES

                                                        [Enlarge/Download Table]

                                                                                     WEIGHTED                    
                                                                          WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                          AVERAGE     REMG.    AVERAGE   AVERAGE 
                                               NO. OF   % OF    AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
CREDIT GRADE CATEGORY         CURRENT BALANCE  LOANS    TOTAL   BALANCE     WAC     (MONTHS)    SCORE       LTV  
---------------------         ---------------  -----    -----   -------     ---     --------    -----       ---  
                                                                                                                 
A+(1)......................      $312,626,344  1,400    46.80%  $223,305    5.249%    358.71     725      79.96% 
A(1).......................       252,152,448  1,174    37.75    214,781    5.595     358.42     654      82.12  
A- (1).....................        25,760,289    127     3.86    202,837    6.136     358.92     610      79.69  
B(1).......................           129,781      1     0.02    129,781    6.875     359.00     564      78.78  
C(1).......................           185,390      1     0.03    185,390    8.625     359.00     549      70.00  
CX(1)......................           390,492      2     0.06    195,246    8.976     359.48     517      64.84  
Progressive Express(TM) I(2)..     37,439,760    164     5.60    228,291    6.199     359.47     726      81.78  
Progressive Express(TM) II(2).     32,881,265    155     4.92    212,137    6.771     359.30     650      82.05  
Progressive Express(TM)III(2).      3,480,644     16     0.52    217,540    7.083     359.41     617      81.47  
Progressive Express(TM) IV(2).      1,014,295      5     0.15    202,859    7.090     358.92     608      85.37  
Progressive Express(TM) V(2)..        446,334      2     0.07    223,167    7.097     359.31     637      72.28  
Progressive Express(TM) VI(2).      1,493,339      8     0.22    186,667    8.160     359.80     527      65.40  
                                 ------------  -----   ------   --------    -----     ------     ---      -----  
         Total.............      $668,000,383  3,055   100.00%  $218,658    5.566%    358.69     689      80.94% 
                                 ============  =====   ======                                                    

_________________                                                               

(1) All of these sample Group 2 Loans were reviewed and placed into risk        
categories based on the credit standards of the Progressive Series Program.     
Credit grades of A+, A, A-, B, C and CX correspond to Progressive Series I+, I  
and II, III and III+, IV, V and VI, respectively.                               

(2) These sample Group 2 Loans were originated under the Seller's Progressive   
Express(TM) Program. The underwriting for these sample Group 2 Loans is         
generally based on the borrower's "Credit Score" score and therefore these      
sample Group 2 Loans do not correspond to the alphabetical risk categories      
listed above. Each mortgage loan originated pursuant to the Express Priority    
Refi(TM) Program has been placed in either Progressive Express(TM) Program II or
III.                                                                            

        SEE "--UNDERWRITING STANDARDS" BELOW FOR A DESCRIPTION OF THE SELLER'S
RISK CATEGORIES.                                                                

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PROPERTY TYPES

                                                        [Enlarge/Download Table]

                                                                                       WEIGHTED                    
                                                                            WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                            AVERAGE     REMG.    AVERAGE   AVERAGE 
                                                 NO. OF    % OF    AVERAGE   GROSS      TERM     CREDIT    ORIGINAL
PROPERTY TYPE                  CURRENT BALANCE   LOANS     TOTAL   BALANCE    WAC     (MONTHS)    SCORE       LTV  
-------------                  ---------------   -----     -----   -------    ---     --------    -----       ---  
                                                                                                                   
Single-Family Residence.......   $462,374,558   2,177     69.22%  $212,391    5.522%   358.61      684      81.46% 
Condominium...................     80,314,536     370     12.02    217,066    5.406    358.79      701      80.10  
Two Family....................     32,821,196     126      4.91    260,486    5.757    358.59      697      81.56  
Planned Unit Development......     30,609,523     142      4.58    215,560    6.039    359.03      686      80.45  
De minimis PUD................     23,712,576     105      3.55    225,834    5.749    359.47      698      80.69  
Four Family...................     18,905,959      58      2.83    325,965    5.600    358.70      711      75.46  
Three Family..................     12,447,207      43      1.86    289,470    5.702    358.46      708      76.59  
Townhouse.....................      3,532,975      20      0.53    176,649    5.949    359.21      678      77.24  
Highrise/Condominium..........      3,146,963      13      0.47    242,074    6.802    359.40      685      79.37  
Coop..........................        134,889       1      0.02    134,889    7.000    359.00      N/A      90.00  
                                 ------------   -----    ------   --------    -----    ------      ---      -----  
         Total................   $668,000,383   3,055    100.00%  $218,658    5.566%   358.69      689      80.94% 
                                 ============   =====    ======                                                    

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 GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES

                                                        [Enlarge/Download Table]

                                                                                    WEIGHTED                    
                                                                         WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                         AVERAGE     REMG.    AVERAGE   AVERAGE 
                                              NO. OF    % OF   AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
STATE                      CURRENT BALANCE    LOANS     TOTAL  BALANCE     WAC     (MONTHS)    SCORE       LTV  
-----                      ---------------    -----     -----  -------     ---     --------    -----       ---  
                                                                                                                
Alabama................. $   1,489,962          7       0.22%  $212,852   5.391%   358.61      686      74.68%  
Arkansas................       872,117          5       0.13    174,423   5.808    358.58      692      87.61   
Arizona.................    24,092,121        129       3.61    186,761   5.720    358.35      676      83.79   
California..............   295,045,988      1,178      44.17    250,463   5.473    359.07      698      78.33   
Colorado................    20,925,836        109       3.13    191,980   5.460    358.20      679      82.34   
Connecticut ...........      2,522,137         12       0.38    210,178   5.503    357.56      689      85.83   
District of Columbia....     1,532,679          6       0.23    255,446   6.559    359.12      636      77.09   
Delaware................     1,241,114          7       0.19    177,302   5.134    357.55      688      81.83   
Florida.................    50,521,704        268       7.56    188,514   5.840    358.76      682      82.26   
Georgia.................    10,555,695         54       1.58    195,476   5.605    357.86      675      87.27   
Hawaii..................     2,942,096         11       0.44    267,463   5.548    358.59      668      75.06   
Iowa....................       851,884          5       0.13    170,377   4.732    357.18      664      85.58   
Idaho...................       898,813          6       0.13    149,802   5.945    358.39      665      89.62   
Illinois................    22,373,516        114       3.35    196,259   5.860    358.54      682      83.22   
Indiana.................     1,311,073          7       0.20    187,296   5.638    358.89      698      80.79   
Kansas..................     1,561,867          9       0.23    173,541   5.490    358.16      684      85.51   
Kentucky................       764,377          5       0.11    152,875   5.101    358.21      678      77.96   
Louisiana...............     1,206,605          7       0.18    172,372   4.997    357.83      738      83.48   
Massachusetts...........    20,129,739         83       3.01    242,527   5.249    358.19      688      79.80   
Maryland................    14,916,908         73       2.23    204,341   5.616    358.88      679      80.05   
Maine...................     1,251,164          6       0.19    208,527   5.279    357.31      691      75.82   
Michigan................     6,889,333         35       1.03    196,838   6.009    358.01      677      85.32   
Minnesota...............    25,085,203        132       3.76    190,039   5.469    358.12      684      84.47   
Missouri................     3,314,218         20       0.50    165,711   5.446    357.66      673      88.24   
Mississippi.............     1,061,616          6       0.16    176,936   5.571    358.38      664      81.56   
Montana.................       987,742          5       0.15    197,548   5.737    358.01      668      88.75   
North Carolina..........     5,424,793         31       0.81    174,993   5.478    357.90      677      84.66   
North Dakota............       252,070          2       0.04    126,035   7.997    359.00      661      84.26   
Nebraska................       459,502          2       0.07    229,751   5.951    357.70      675      95.00   
New Hampshire...........     4,183,690         18       0.63    232,427   5.296    357.80      676      83.67   
New Jersey..............    16,987,167         69       2.54    246,191   6.109    358.31      675      85.38   
New Mexico..............     1,679,697          9       0.25    186,633   5.961    357.46      667      83.88   
Nevada..................    31,758,508        149       4.75    213,144   5.803    358.62      691      82.41   
New York................     7,982,040         29       1.19    275,243   5.685    357.80      677      82.14   
Ohio....................     4,617,859         26       0.69    177,610   5.485    358.13      672      86.73   
Oklahoma................       396,015          3       0.06    132,005   6.757    358.97      647      83.11   
Oregon..................     8,456,466         48       1.27    176,176   5.306    358.37      687      82.29   
Pennsylvania............     4,580,886         25       0.69    183,235   5.560    358.02      681      86.36   
Rhode Island............     2,292,557         10       0.34    229,256   5.654    358.12      691      82.37   
South Carolina..........     3,752,829         21       0.56    178,706   5.307    357.91      688      87.12   
Tennessee...............     2,702,788         16       0.40    168,924   5.441    358.55      669      84.15   
Texas...................     6,961,386         39       1.04    178,497   5.644    358.51      682      83.38   
Utah....................     6,477,183         38       0.97    170,452   5.697    358.48      690      84.20   
Virginia................    23,473,207        108       3.51    217,345   5.608    358.62      682      82.50   
Washington..............    18,491,337         97       2.77    190,632   5.321    358.66      676      81.30   
Wisconsin...............     2,218,165         13       0.33    170,628   5.418    357.56      672      85.87   
West Virginia...........       506,732          3       0.08    168,911   4.623    357.54      665      89.26   
                          ------------      -----     ------   --------   -----    ------      ---      -----   
         Total..........  $668,000,383      3,055     100.00%  $218,658   5.566%   358.69      689      80.94%  
                          ============      =====     ======                                                    

  No more than approximately 0.69% of the sample Group 2 Loans (by
aggregate outstanding principal balance as of the Cut-off Date) are secured by  
mortgaged properties located in any one zip code.                               

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DEBT-TO-INCOME RATIO

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                                                                                      WEIGHTED                     
                                                                           WEIGHTED   AVERAGE   WEIGHTED   WEIGHTED
                                                                           AVERAGE     REMG.    AVERAGE    AVERAGE 
                                                NO. OF    % OF    AVERAGE   GROSS      TERM     CREDIT     ORIGINAL
DESCRIPTION (%)               CURRENT BALANCE   LOANS     TOTAL   BALANCE    WAC     (MONTHS)    SCORE        LTV  
---------------               ---------------   -----     -----   -------    ---     --------    -----        ---  
                                                                                                                   
0.01 - 5.00............... $      454,000        2        0.07%  $227,000   4.933%   359.65      661      62.26%   
5.01 - 10.00..............      1,123,799        7        0.17    160,543   6.037    358.35      670      82.89    
10.01 - 15.00.............      2,221,071       11        0.33    201,916   5.933    359.07      685      80.48    
15.01 - 20.00.............      5,570,618       28        0.83    198,951   5.565    359.23      699      78.35    
20.01 - 25.00.............     12,352,055       55        1.85    224,583   5.555    359.13      693      76.83    
25.01 - 30.00.............     22,663,490      106        3.39    213,807   5.676    359.27      694      78.04    
30.01 - 35.00.............     45,416,035      211        6.80    215,242   5.665    359.15      684      78.71    
35.01 - 40.00.............     66,287,468      304        9.92    218,051   5.744    359.11      687      80.33    
40.01 - 45.00.............     95,458,827      419       14.29    227,825   5.674    359.16      687      78.96    
45.01 - 50.00.............     99,622,516      458       14.91    217,516   5.665    359.16      683      79.52    
50.01 - 55.00.............      6,321,685       27        0.95    234,136   5.665    359.43      696      77.66    
Greater than 55.00........      1,326,218        6        0.20    221,036   6.712    359.25      704      86.63    
Not Required..............    309,182,600    1,421       46.28    217,581   5.430    358.14      691      82.95    
                             ------------    -----      ------   --------   -----    ------      ---      -----    
         Total............   $668,000,383    3,055      100.00%  $218,658   5.566%   358.69      689      80.94%   
                             ============    =====      ======                                                     

      As of the Cut-off Date, the weighted average debt-to-income ratio of
the sample Group 2 Loans will be approximately 39.80% per annum.                

PREPAYMENT PENALTY

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                    
                                                                        WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                        AVERAGE     REMG.    AVERAGE   AVERAGE 
                                             NO. OF    % OF   AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
NUMBER OF MONTHS           CURRENT BALANCE   LOANS     TOTAL  BALANCE     WAC     (MONTHS)    SCORE       LTV  
----------------           ---------------   -----     -----  -------     ---     --------    -----       ---  
                                                                                                               
0........................ $203,381,658      913       30.45%  $222,762    5.584%   358.34      692      82.53% 
6........................    4,352,891       20        0.65    217,645    5.950    359.37      692      82.71  
7........................      651,000        2        0.10    325,500    4.274    360.00      734      70.00  
12.......................   86,037,024      368       12.88    233,796    5.439    359.05      697      78.54  
24.......................  254,720,791    1,165       38.13    218,644    5.647    358.78      687      81.22  
36.......................  118,857,019      587       17.79    202,482    5.446    358.80      681      79.33  
                          ------------    -----      ------   --------    -----    ------      ---      -----  
         Total........... $668,000,383    3,055      100.00%  $218,658    5.566%   358.69      689      80.94% 
                          ============    =====      ======                                                    

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MONTHS REMAINING TO SCHEDULED MATURITY

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                                                                                   WEIGHTED                    
                                                                        WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                        AVERAGE     REMG.    AVERAGE   AVERAGE 
                                             NO. OF  % OF     AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
RANGE OF MONTHS            CURRENT BALANCE   LOANS   TOTAL    BALANCE     WAC     (MONTHS)    SCORE       LTV  
---------------            ---------------   -----   -----    -------     ---     --------    -----       ---  
                                                                                                               
301-360...................  $668,000,383    3,055    100.00%  $218,658    5.566%   358.69      689      80.94% 
                            ------------    -----    ------   --------    -----    ------      ---      -----  
         Total............  $668,000,383    3,055    100.00%  $218,658    5.566%   358.69      689      80.94% 
                            ============    =====    ======                                                    

  As of the Cut-off Date, the weighted average months remaining to
scheduled maturity of the sample Group 2 Loans will be approximately 359 months.

 CREDIT SCORES

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                    
                                                                        WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                        AVERAGE     REMG.    AVERAGE   AVERAGE 
                                             NO. OF    % OF    AVERAGE   GROSS      TERM     CREDIT    ORIGINAL
RANGE OF CREDIT SCORES     CURRENT BALANCE   LOANS     TOTAL   BALANCE    WAC     (MONTHS)    SCORE       LTV  
----------------------     ---------------   -----     -----   -------    ---     --------    -----       ---  
                                                                                                               
Not Required.............. $     442,889        2      0.07%  $221,445   5.870%    359.00      N/A      83.05% 
801 - 820.................     2,331,683       10      0.35    233,168   4.483     358.92      807      77.03  
781 - 800.................    16,947,758       75      2.54    225,970   5.184     358.76      788      76.56  
761 - 780.................    37,996,913      166      5.69    228,897   5.280     358.88      770      77.55  
741 - 760.................    54,816,061      236      8.21    232,271   5.320     359.04      750      79.84  
721 - 740.................    64,347,663      291      9.63    221,126   5.320     358.65      730      80.52  
701 - 720.................    81,197,337      365     12.16    222,458   5.416     358.76      710      81.58  
681 - 700.................    99,354,594      449     14.87    221,280   5.478     358.75      691      80.49  
661 - 680.................    95,199,379      438     14.25    217,350   5.599     358.56      671      81.55  
641 - 660.................   103,595,852      488     15.51    212,287   5.770     358.55      650      82.66  
621 - 640.................    77,883,620      369     11.66    211,067   5.809     358.42      631      82.35  
601 - 620.................    28,587,092      140      4.28    204,194   6.141     358.89      612      80.21  
581 - 600.................     2,768,539       13      0.41    212,965   7.038     359.45      592      81.52  
561 - 580.................       129,781        1      0.02    129,781   6.875     359.00      564      78.78  
541 - 560.................       482,422        3      0.07    160,807   8.120     359.62      546      60.63  
521 - 540.................     1,098,649        4      0.16    274,662   7.867     359.42      530      65.74  
501 - 520.................       820,151        5      0.12    164,030   8.297     359.75      514      67.88  
                            ------------    -----    ------   --------   -----     ------      ---      -----  
         Total............  $668,000,383    3,055    100.00%  $218,658   5.566%    358.69      689      80.94% 
                            ============    =====    ======                                                    

         As of the Cut-off Date, the weighted average credit score of the sample
Group 2 Loans for which credit scores are available will be approximately 689.  

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 RANGE OF MONTHS TO ROLL

                                                        [Enlarge/Download Table]

                                                                                   WEIGHTED                     
                                                                        WEIGHTED   AVERAGE   WEIGHTED   WEIGHTED
                                                                        AVERAGE     REMG.    AVERAGE    AVERAGE 
                                           NO. OF     % OF     AVERAGE   GROSS      TERM     CREDIT     ORIGINAL
NUMBER OF MONTHS         CURRENT BALANCE   LOANS      TOTAL    BALANCE    WAC     (MONTHS)    SCORE        LTV  
----------------         ---------------   -----      -----    -------    ---     --------    -----        ---  
                                                                                                                
1 - 6...................  $ 69,752,569     292      10.44%   $238,879   5.434%    359.42      698      80.17%   
7 - 12..................     2,057,438       9       0.31     228,604   5.837     359.55      676      80.99    
13 - 18.................       795,283       3       0.12     265,094   6.395     352.82      686      93.21    
19 - 24.................   390,197,747   1,759      58.41     221,829   5.666     358.65      687      82.18    
25 - 31.................     1,152,944       5       0.17     230,589   4.978     353.41      710      68.93    
32 - 37.................   179,808,032     879      26.92     204,560   5.354     358.46      687      79.65    
56 - 61.................    23,681,369     106       3.55     223,409   5.883     359.27      705      72.85    
80 - 85.................       275,000       1       0.04     275,000   4.750     358.00      739      63.22    
Greater than 85.........       280,000       1       0.04     280,000   7.250     359.00      664      80.00    
                          ------------   -----     ------    --------   -----     ------      ---      -----    
         Total..........  $668,000,383   3,055     100.00%   $218,658   5.566%    358.69      689      80.94%   
                          ============   =====     ======                                                       

    As of the Cut-off Date, the weighted average months to roll of the
sample Group 2 Loans will be approximately 25 months.                           

 LOAN PURPOSES

                                                        [Enlarge/Download Table]

                                                                                WEIGHTED                    
                                                                     WEIGHTED   AVERAGE   WEIGHTED  WEIGHTED
                                                                     AVERAGE     REMG.    AVERAGE   AVERAGE 
                                          NO. OF   % OF    AVERAGE    GROSS      TERM     CREDIT    ORIGINAL
LOAN PURPOSE             CURRENT BALANCE  LOANS    TOTAL   BALANCE     WAC     (MONTHS)    SCORE       LTV  
------------             ---------------  -----    -----   -------     ---     --------    -----       ---  
                                                                                                            
Purchase................  $439,132,309    2,015    65.74%  $217,932   5.594%    358.78       698      81.81%
Refinance - Cash Out....   168,377,751      751    25.21    224,205   5.488     358.48       670      78.99 
Refinance - Rate/Term...    60,490,323      289     9.06    209,309   5.577     358.58       669      80.01 
                          ------------    -----   ------   --------   -----     ------       ---      ----- 
         Total..........  $668,000,383    3,055   100.00%  $218,658   5.566%    358.69       689      80.94%
                          ============    =====   ======                                                    

     In general, in the case of a mortgage loan made for "rate and term"
refinance purposes, substantially all of the proceeds are used to pay in full   
the principal balance of a previous mortgage loan of the mortgagor with respect 
to a mortgaged property and to pay origination and closing costs associated with
such refinancing. Mortgage loans made for "cash-out" refinance purposes may     
involve the use of the proceeds to pay in full the principal balance of a       
previous mortgage loan and related costs except that a portion of the proceeds  
are generally retained by the mortgagor for uses unrelated to the mortgaged     
property. The amount of these proceeds retained by the mortgagor may be         
substantial.                                                                    

CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS AND THE PRE-FUNDING ACCOUNT             

   Under and to the extent provided in the Agreement, the Securities
Administrator, on behalf of the Trust, will be obligated to purchase from the   
company during the Funding Period, subject to the availability thereof, Group 1 
subsequent mortgage loans and Group 2 subsequent mortgage loans. The Group 1    
subsequent mortgage loans and Group 2 subsequent mortgage loans will be         
transferred to the Securities Administrator, on behalf of the Trust, on the     
related Subsequent Transfer Date pursuant to the related Subsequent Transfer    
Instrument between the company and the Trustee. In connection with the purchase 
of Group 1 subsequent                                                           

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mortgage loans and Group 2 subsequent mortgage loans on such Subsequent Transfer
Dates, the Trustee, on behalf of the Trust, will be required to pay to the      
company solely from amounts on deposit in the related Pre-Funding Account, a    
cash purchase price of 100% of the principal balance of the Group 1 subsequent  
mortgage loans and Group 2 subsequent mortgage loans. The amount paid from the  
related Pre-Funding Account on each Subsequent Transfer Date will not include   
accrued interest on the related Group 1 subsequent mortgage loans and Group 2   
subsequent mortgage loans. Following each Subsequent Transfer Date, the         
aggregate Stated Principal Balance of the mortgage loans will increase by an    
amount equal to the aggregate Stated Principal Balance of the related Group 1   
subsequent mortgage loans and Group 2 subsequent mortgage loans so purchased and
the amount in the related Pre-Funding Account will decrease accordingly.        

    The Group 1 Pre-Funding Account will be established to provide the
Securities Administrator, on behalf of the Trust, with sufficient funds to      
purchase the Group 1 subsequent mortgage loans. On or about September 30, 2004, 
and otherwise during the Funding Period, the Group 1 Original Pre-Funded Amount 
will be reduced by the amount used to purchase the Group 1 subsequent mortgage  
loans for the mortgage pool in accordance with the Agreement. Any investment    
income on funds in the Group 1 Pre-Funding Account will be included in Group 1  
Available Funds.                                                                

     Any conveyance of Group 1 subsequent mortgage loans on a Subsequent
Transfer Date is subject to certain conditions including, but not limited to the
following: (a) each such mortgage loan must satisfy the representations and     
warranties specified in the related Subsequent Transfer Instrument and the      
Agreement; (b) the company will not select such mortgage loans in a manner that 
it believes to be adverse to the interests of the Certificateholders; (c) the   
company will deliver certain opinions of counsel with respect to the validity of
the conveyance of such mortgage loans; (d) as of the related Subsequent Cut-off 
Date, each such mortgage loan will satisfy the following criteria: (i) such     
mortgage loan may not be 30 or more days delinquent as of the last day of the   
month preceding the Subsequent Cut-off Date; (ii) the original term to stated   
maturity of such mortgage loan will be 360 months; (iii) each Group 1 subsequent
mortgage loan must be an adjustable-rate mortgage loan with a first lien on the 
related mortgaged property; (iv) no Group 1 subsequent mortgage loan will have a
first distribution date occurring after November 1, 2004; (v) the latest        
maturity date of any Group 1 subsequent mortgage loan will be no later than     
October 1, 2034; (vi) none of the Group 1 subsequent mortgage loans will be a   
buydown loan; (vii) such mortgage loan will have a credit score of not less than
500; (viii) such mortgage loan will have a Mortgage Rate as of the applicable   
Subsequent Cut-off Date ranging from approximately 2.49% per annum to           
approximately 10.00% per annum; (ix) none of the Group 1 subsequent mortgage    
loans will be a New York State "high cost" loan; and (x) such mortgage loan     
shall have been underwritten in accordance with the criteria set forth under    
"The Mortgage Pool--Underwriting Standards" in this prospectus supplement; (e)  
as of the related Subsequent Cut-off Date, each group of such mortgage loans    
will satisfy the following criteria: (i) have a weighted average Mortgage Rate  
ranging from 5.285% to 6.375% per annum; (ii) consist of mortgage loans with    
prepayment charges representing no less than approximately 47.27% of the Group 1
Loans; (iii) have a weighted average credit score ranging from 680 to 705; (iv) 
have no more than 60% of such mortgage loans concentrated in the state of       
California; (v) have no less than 70% of the mortgaged properties securing Group
1 Loans be owner occupied; (vi) have no less than 55% of the mortgaged          
properties securing Group 1 Loans be single family detached and de minimis      
planned unit developments; (vii) have no more than 30% of the Group 1 Loans be  
cash-out refinance; (viii) all of the subsequent mortgage loans with a loan to  
value ratio greater than 80% will be covered by a Primary Insurance Policy or   
the Radian Lender-Paid PMI Policy; (ix) have no more than 0.58% of the Group 1  
Loans be mortgage loans with an interest only period; and (x) together with the 
Group 1 Loans already included in the trust, have no more than 1.5% of such     
mortgage loans (by aggregate Stated Principal Balance as of the Subsequent      
Cut-off Date) secured by mortgaged properties located in any one zip code.      

    The Group 2 Pre-Funding Account will be established to provide the
Securities Administrator, on behalf of the Trust, with sufficient funds to      
purchase the Group 2 subsequent mortgage loans. On or about                     

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September 30, 2004, and otherwise during the Funding Period, the Group 2        
Original Pre-Funded Amount will be reduced by the amount used to purchase the   
Group 2 subsequent mortgage loans for the mortgage pool in accordance with the  
Agreement. Any investment income on funds in the Group 2 Pre-Funding Account    
will be included in Group 2 Available Funds.                                    

     Any conveyance of Group 2 subsequent mortgage loans on a Subsequent
Transfer Date is subject to certain conditions including, but not limited to the
following: (a) each such mortgage loan must satisfy the representations and     
warranties specified in the related Subsequent Transfer Instrument and the      
Agreement; (b) the company will not select such mortgage loans in a manner that 
it believes to be adverse to the interests of the Certificateholders or the     
Certificate Insurer; (c) the company will deliver certain opinions of counsel   
with respect to the validity of the conveyance of such mortgage loans; (d) as of
the related Subsequent Cut-off Date, each such mortgage loan will satisfy the   
following criteria: (i) such mortgage loan may not be 30 or more days delinquent
as of the last day of the month preceding the related Subsequent Cut off Date;  
(ii) the original term to stated maturity of such mortgage loan will be 360     
months; (iii) each Group 2 subsequent mortgage loan must be an adjustable-rate  
mortgage loan with a first lien on the related mortgaged property; (iv) no Group
2 subsequent mortgage loan will have a first distribution date occurring after  
November 1, 2004; (v) the latest maturity date of any Group 2 subsequent        
mortgage loan will be no later than October 1, 2034; (vi) none of the Group 2   
subsequent mortgage loans will be a buydown loan; (vii) such mortgage loan will 
have a credit score of not less than 500; (viii) such mortgage loan will have a 
Mortgage Rate ranging from approximately 5.453% per annum to approximately      
10.000% per annum; (ix) none of the Group 2 subsequent mortgage loans will be a 
New York State "high cost" loan; and (x) such mortgage loan shall have been     
underwritten in accordance with the criteria set forth under "The Mortgage      
Pool--Underwriting Standards" in this prospectus supplement; (e) as of the      
related Subsequent Cut-off Date, each group of such mortgage loans will satisfy 
the following criteria: (i) have a weighted average Mortgage Rate ranging from  
4.875% to 6.375% per annum; (ii) consist of mortgage loans with prepayment      
charges representing no less than approximately 57.486% of the Group 2 Loans;   
(iii) have a weighted average credit score ranging from 684 to 705; (iv) have no
more than 60% of such mortgage loans concentrated in the state of California;   
(v) have no less than 70% of the mortgaged properties be owner occupied; (vi)   
have no less than 55% of the mortgaged properties be single family detached and 
de minimis planned unit developments; (vii) have no more than 30% of the        
mortgage loans be cash-out refinance; (viii) all of the subsequent mortgage     
loans with a loan to value ratio greater than 80% will be covered by a Primary  
Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more than   
58% of the Group 2 Loans be mortgage loans with an interest only period; and (x)
together with the Group 2 Loans already included in the Trust, have no more than
1.5% of such mortgage loans (by aggregate Stated Principal Balance as of the    
applicable Subsequent Cut-off Date) be secured by mortgaged properties located  
in any one zip code.                                                            

        Notwithstanding the foregoing, any Group 1 subsequent mortgage loan or
Group 2 subsequent mortgage loans may be rejected by any one of the Rating      
Agencies if the inclusion of such mortgage loan would adversely affect the      
ratings on any class of certificates, without, in the case of the Class 2-A     
Certificates, taking the Policy into account. In addition, minor variances from 
the characteristics stated above will be permitted with the consent of the      
Rating Agencies so long as there are compensating factors. The final            
characteristics of the mortgage loans will be reflected in a Form 8-K which will
be filed within 15 days of the end of the Funding Period.                       

UNDERWRITING STANDARDS                                                          

GENERAL                                                                         

          Approximately 36.34% and 37.93% of the sample Group 1 Loans and sample
Group 2 Loans, respectively, were underwritten pursuant to, or in accordance    
with, the standards of the Seller's Progressive Series Program which is         
described below. Approximately 9.51% and 11.49% of the sample Group 1 Loans     

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and sample Group 2 Loans, respectively, were underwritten pursuant to, or in    
accordance with, the standards of the Progressive Express(TM) Program, each of  
which is described below. Approximately 54.16% and 50.58% of the sample Group 1 
Loans and sample Group 2 Loans, respectively, were acquired in bulk purchases   
from underwriters, the underwriting standards of whom were reviewed for         
acceptability by the Master Servicer.                                           

DETAILS OF SPECIFIC PROGRAMS                                                    

        The following provisions apply to all of the mortgage loans originated
under the Seller's Progressive Series Program and Progressive Express(TM)       
Program.                                                                        

        ELIGIBILITY. The Seller generally performs a pre-funding audit on each
mortgage loan. This audit includes a review for compliance with the related     
program parameters and accuracy of the legal documents.                         

     QUALITY CONTROL. The Seller performs a post-closing quality control
review on a minimum of 25% of the mortgage loans originated or acquired under   
the programs described below for complete re-verification of employment, income 
and liquid assets used to qualify for such mortgage loan. Such review also      
includes procedures intended to detect evidence of fraudulent documentation     
and/or imprudent activity during the processing, funding, servicing or selling  
of the mortgage loan. Verification of occupancy and applicable information is   
made by regular mail.                                                           

    VARIATIONS. The Seller uses the following parameters as guidelines
only. On a case-by-case basis, the Seller may determine that the prospective    
mortgagor warrants an exception outside the standard program guidelines. An     
exception may be allowed if the loan application reflects certain compensating  
factors, including instances where the prospective mortgagor:                   

   o        has demonstrated an ability to save and devote a greater
portion of income to basic housing needs;   

      o        may have a potential for increased earnings and advancement
             because of education or special job training, even if the
          prospective mortgagor has just entered the job market;

         o         has demonstrated an ability to maintain a debt free position;

         o        may have short term income that is verifiable but could not be
         counted as stable income because it does not meet the
remaining term requirements; and            

        o        has net worth substantial enough to suggest that repayment of
           the loan is within the prospective mortgagor's ability.

        APPRAISALS. The Seller does not publish an approved appraiser list for
the conduit seller. Each conduit seller maintains its own list of appraisers,   
provided that each appraiser must:                                              

o         be a state licensed or certified appraiser;         

o        meet the independent appraiser requirements for staff
              appraisers, or, if appropriate, be on a list of appraisers
               specified by the Office of the Comptroller of the Currency,
                  the Board of Governors of the Federal Reserve System, the FDIC
               and the Office of Thrift Supervision under their respective
                real estate appraisal regulations adopted in accordance with
              Title XI of the Financial Institutions Reform Recovery and
                Enforcement Act of 1989, regardless of whether the seller is
subject to those regulations;               

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       o        be experienced in the appraisal of properties similar to the
type being appraised;                       

o        be actively engaged in appraisal work; and           

      o        subscribe to a code of ethics that is at least as strict as
                the code of the American Institute of Real Estate Appraisers
or the Society of Real Estate Appraisers.   

        With respect to the Seller's Progressive Series Program or Progressive
Express(TM) Program in general one full appraisal is required on each loan. In  
addition, an automated valuation model, or AVM, or a quantitative appraisal     
report (Fannie Mae Form 2055), or a Hansen Pro, or enhanced desk review is      
obtained either (a) when the loan-to-value ratio is 90.01% to 95% or (b) when   
the property has multiple units and the loan-to-value ratio is greater than 80%,
or (c) the loan is a Progressive Express(TM) No Doc Program and the             
loan-to-value ratio is 80.01% to 90%. In addition, a quantitative appraisal     
report (Fannie Mae Form 2055), or a Hansen Pro, or enhanced desk review is      
obtained when the loan is a Progressive Express(TM) No Doc Program and the      
loan-to-value ratio is equal to or greater than 90.01%. An enhanced field review
is also required when the loan-to-value ratio is equal to or greater than 95.01%
or when the loan amount is above $500,000 or the property is located in Georgia 
and the loan-to-value ratio is 70.01% and above. At the underwriter's           
discretion, any one of the above appraisal reviews may be required when program 
parameters do not require an appraisal review.                                  

THE PROGRESSIVE SERIES PROGRAM                                                  

         GENERAL. The underwriting guidelines utilized in the Progressive Series
Program, as developed by the Seller, are intended to assess the borrower's      
ability and willingness to repay the mortgage loan obligation and to assess the 
adequacy of the mortgaged property as collateral for the mortgage loan. The     
Progressive Series Program is designed to meet the needs of borrowers with      
excellent credit, as well as those whose credit has been adversely affected. The
Progressive Series Program consists of seven mortgage loan programs. Each       
program has different credit criteria, reserve requirements, qualifying ratios  
and loan-to-value ratio restrictions. Series I is designed for credit history   
and income requirements typical of "A" credit borrowers. In the event a borrower
does not fit the Series I criteria, the borrower's mortgage loan is placed into 
either Series II, III, III+, IV, V or VI, depending on which series' mortgage   
loan parameters meets the borrower's unique credit profile. Series II, III,     
III+, IV, V or VI allow for less restrictive standards because of certain       
compensating or offsetting factors such as a lower loan-to-value ratio, verified
liquid assets, job stability, pride of ownership and, in the case of refinanced 
mortgage loans, length of time owning the mortgaged property. The philosophy of 
the Progressive Series Program is that no single borrower characteristic should 
automatically determine whether an application for a mortgage loan should be    
approved or disapproved. Lending decisions are based on a risk analysis         
assessment after the review of the entire mortgage loan file. Each mortgage loan
is individually underwritten with emphasis placed on the overall quality of the 
mortgage loan. The Progressive Series I, II, III, III+, IV, V and VI Program    
borrowers are required to have debt service- to-income ratios within the range  
of 45% to 60% calculated on the basis of monthly income and depending on the    
loan-to-value ratio of the mortgage loan.                                       

      Under the Progressive Series Program, the Seller underwrites one- to
four-family mortgage loans with loan-to-value ratios at origination of up to    
100%, depending on, among other things, a borrower's credit history, repayment  
ability and debt service-to-income ratio, as well as the type and use of the    
mortgaged property. Second lien financing of the mortgaged properties may be    
provided by lenders other than the Seller at origination; however, the combined 
loan-to-value ratio ("CLTV") generally may not exceed 100%. Generally, when the 
loan-to-value ratio is 97.00% to 100.00%, second liens are ineligible. Mortgage 
loans with a loan-to-value ratio of up to 95.00% on owner-occupied mortgage     
properties are allowed a CLTV of up to 100%. Generally, second                  
home-owner-occupied and non-owner-occupied mortgage properties are allowed a    
maximum CLTV of up to 95%. Under the Seller's 80/20 program, which is available 
to Progressive                                                                  

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Series I and II borrowers only, the Seller may allow second lien financing at   
the same time as the origination of the first lien with CLTVs of up to 100%.    

     The mortgage loans in the Progressive Series Program generally bear
rates of interest that are greater than those which are originated in accordance
with Freddie Mac and Fannie Mae standards. In general, the maximum amount for   
mortgage loans originated under the Progressive Series Program is $750,000;     
however, the Seller may approve mortgage loans in excess of such amount on a    
case-by-case basis where generally the maximum loan amount is up to $1 million, 
owner-occupied, with a minimum credit score of 681, the maximum loan-to-value is
80% on full documentation and 75% on reduced documentation, the CLTV is 100% on 
full documentation and 90% on reduced documentation and the property must be a  
single-family residence, excluding condominiums.                                

         All of the mortgage loans originated under the Progressive Series I, II
and III Programs are prior approved and/or underwritten either by employees of  
the Seller or underwritten by contracted mortgage insurance companies or        
delegated conduit sellers. Generally all of the mortgage loans originated under 
the Series III+, IV, V and VI Programs are prior approved and/or underwritten by
employees of the Seller and underwritten by designated conduit sellers. All of  
the Series I, Series II and Series III Program mortgage loans with loan-to-value
ratios at origination in excess of 80% have mortgage insurance which may include
insurance by Radian, Republic Mortgage Insurance Corporation, General Electric  
Mortgage Insurance, PMI or United Guaranty Insurance. The borrower may elect to 
have primary mortgage insurance covered by their loan payment. If the borrower  
makes such election, a loan-to-value ratio between 80.01% and 90.00% requires   
22% coverage, a loan-to-value ratio between 90.01% and 95.00% requires 30%      
coverage and a loan- to-value ratio between 95.01% and 100% requires 35%        
coverage. Generally, when the borrower's credit score is less than 660 or the   
borrower does not make such an election, the related mortgage loan will be      
covered by a modified primary mortgage insurance policy issued by Radian to the 
Seller providing coverage in the amount of (i) 22% coverage for a mortgage loan 
with a loan-to-value ratio between 80.01% and 90.00%, (ii) 30% coverage for a   
mortgage loan with a loan-to-value ratio between 90.01% and 95.00% and (iii) 35%
coverage for a mortgage loan with a loan-to-value ratio between 95.01% and 100%.
None of the Series III+ Program mortgage loans with loan-to-value ratios at     
origination in excess of 80% will be insured by a Primary Insurance Policy. All 
Series IV, V and VI Program mortgage loans have loan-to-value ratios at         
origination which are less than or equal to 85% and do not require a Primary    
Insurance Policy. The Seller receives verbal verification from the conduit      
seller of employment prior to funding or acquiring each Progressive Series      
Program mortgage loan.                                                          

      FULL/ALTERNATIVE DOCUMENTATION AND REDUCED DOCUMENTATION PROGRESSIVE
SERIES PROGRAMS. Each prospective borrower completes a mortgage loan application
which includes information with respect to the applicant's liabilities, income, 
credit history, employment history and personal information. The Seller requires
a credit report on each applicant from a credit reporting company. The report   
typically contains information relating to credit history with local and        
national merchants and lenders, installment debt payments and any record of     
defaults, bankruptcies, repossessions or judgments.                             

      The Progressive Series Program allows for approval of an application
pursuant to the (a) Full/Alternative Documentation Program, or (b) the Limited  
Documentation Program or the "No Income, No Assets" Program or the No Ratio     
Program (any of the foregoing, a "Reduced Documentation Program"). The          
Full/Alternative Documentation Program requires the following documents: (i)    
Uniform Residential Loan Application (Fannie Mae Form 1003 or Freddie Mac Form  
65), (ii) Statement of Assets and Liabilities (Fannie Mae Form 1003A or Freddie 
Mac Form 65A), (iii) In-File Tri-Merged Credit Report or Residential Mortgage   
Credit Report with records obtained from at least two separate repositories,    
(iv) Verification of Employment Form providing a complete two year employment   
history, (v) Verification of Deposit Form for all liquid assets, verifying      
minimum cash reserves based upon the loan-to-value ratio and borrower's income, 
and (vi) a Uniform Residential Appraisal Report (Fannie Mae Form 1004 or Freddie
Mac Form 70). The                                                               

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Full/Alternative Documentation Program allows for the use of certain alternative
documents in lieu of the Verification of Deposit Form and Verification of       
Employment Form. These include W-2 Statements, tax returns and one pay check    
from the most recent full month for verification of income and the most recent  
one month personal bank statement for verification of liquid assets. In         
addition, self-employed borrowers must provide federal tax returns for the      
previous two years, including K-1's, federal business tax returns for two years,
year-to-date financial statements and a signed IRS Form 4506 (Request for Copy  
of Tax Returns).                                                                

        Under the Full Income Documentation/Stated Assets Program available to
borrowers in the Series I, II and III programs, the borrower provides full      
income and employment documentation information, which the Seller is required to
verify. The borrower states assets on the Residential Loan Application (Fannie  
Mae Form 1003 or Freddie Mac Form 65); however, verification of assets is not   
required. With respect to the Full Income Documentation/Stated Assets Program, a
mortgage loan is allowed to have a loan-to-value ratio at origination of up to  
100%.                                                                           

 Under each Reduced Documentation Program, which is available to
borrowers in every Progressive Series Program, the Seller obtains from          
prospective borrowers either a verification of deposits or bank statements for  
the most recent one-month period preceding the mortgage loan application. Under 
this program the borrower provides income information on the mortgage loan      
application, and the debt service-to-income ratio is calculated. However, income
is not verified. Permitted maximum loan-to-value ratios (including secondary    
financing) under the Reduced Documentation Program generally are limited.       

         Under the "No Ratio" program available to borrowers in the Series I and
II program, the borrower provides no income information, but provides employment
and asset information, which the Seller is required to verify, on the mortgage  
loan application. With respect to the "No Ratio" program, a mortgage loan with a
loan-to-value ratio at origination in excess of 80% is generally not eligible.  

        Under the "No Income, No Assets" Program available to borrowers in the
Series I Program, the borrower provides no income information, but provides     
employment and unverified asset information on the mortgage loan application.   
With respect to the "No Income, No Assets" Program, a mortgage loan with a      
loan-to-value ratio at origination in excess of 80% is generally not eligible.  

   Under the Lite Income/Stated Assets Program which is available to
borrowers for the Series I, II, and III Programs, the Seller obtains from       
prospective salaried borrowers a 30-day pay stub and from prospective           
self-employed borrowers bank statements for the most recent twelve-month period 
preceding the mortgage loan application and a year-to-date profit and loss      
statement. Under this program the borrower provides income information on the   
mortgage loan application, and the debt service-to-income ratio is provided. The
maximum loan-to-value ratio under this program is 97%.                          

    Under the Lite Documentation Program, which is available to Series
III+, Series IV, and Series V Program self-employed borrowers, the previous 12  
months bank statements are utilized in lieu of tax returns. Under these programs
the borrower provides income information on the mortgage loan applicant and the 
debt-to-service-to income ratio is calculated. However, income is not verified. 
Permitted maximum loan-to-value ratios (including secondary financing) under the
Lite Documentation Program generally are limited.                               

         Under all Progressive Series Programs, the Seller or the conduit seller
verbally verifies the borrower's employment prior to closing. Credit history,   
collateral quality and the amount of the down payment are important factors in  
evaluating a mortgage loan submitted under one of the Reduced Documentation     
Programs. In addition, in order to qualify for a Reduced Documentation Program, 
a mortgage loan must conform to certain criteria regarding maximum loan amount, 
property type and occupancy status. Mortgage loans having a loan-to-value ratio 
at origination in excess of 95% where the related mortgaged property is used as 
a second                                                                        

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or vacation home or is a non-owner occupied home are not eligible for the Series
I, II or III Reduced Documentation Program. In general, the maximum loan amount 
for mortgage loans underwritten in accordance with Series I, II and III Reduced 
Documentation Program is $750,000 for purchase transactions, rate-term          
transactions and cash out refinance transactions. The maximum loan amount is    
$500,000 for mortgage loans underwritten in accordance with Series III+ Reduced 
Documentation Program, $400,000 for mortgage loans underwritten in accordance   
with Series IV and V Reduced Documentation Program, and $175,000 for mortgage   
loans underwritten in accordance with Series VI Reduced Documentation Program,  
however, exceptions are granted on a case-by-case basis. Secondary financing is 
allowed in the origination of the Reduced Documentation Program but must meet   
the CLTV requirements described above and certain other requirements for        
subordinate financing. In all cases, liquid assets must support the level of    
income of the borrower as stated in proportion to the type of employment of the 
borrower. Full Documentation is requested by the underwriter if it is the       
judgment of the underwriter that the compensating factors are insufficient for  
loan approval.                                                                  

      CREDIT HISTORY. The Progressive Series Program defines an acceptable
credit history in each of the Series I, II and III Programs. The Series I       
Program defines an acceptable credit history as a borrower who has "A" credit,  
meaning a minimum of four trade accounts, including a mortgage and/or rental    
history, along with one non-traditional trade account to satisfy five trades,   
with 24 months credit history, no 30-day delinquent mortgage payments in the    
last 12 months, and a maximum of one 30-day delinquent payments on any revolving
credit account within the past 12 months and a maximum of one 30-day delinquent 
payment on installment credit account within the past 12 months. However, if the
loan-to-value ratio of the loan is 90% or less, consumer credit is disregarded. 
Bankruptcies must be at least 24 months old, fully discharged and the borrower  
must have re-established or re-affirmed satisfactory credit history.            
Foreclosures are not allowed in the past 3 years. No judgments, suits, tax      
liens, other liens, collections or charge-offs in the past 24 months, generally 
older items must be paid prior to or at closing.                                

       With respect to the Series II Program, a borrower must have a minimum
of four trade accounts including a mortgage and/or rental history, along with   
one non-traditional trade account to satisfy five trades, and no 30-day         
delinquent mortgage payments in the past 12 months. A borrower may not have more
than three 30-day delinquent payments on any revolving credit account and a     
maximum of three 30-day delinquent payments within the past 12 months on any    
installment credit account. However, if the loan-to-value ratio of the loan is  
90% or less, consumer credit is disregarded. All bankruptcies must be at least  
24 months old, fully discharged and the borrower must have re-established or    
re-affirmed satisfactory credit history. Foreclosures are not allowed in the    
past 3 years. No judgments, suits, tax liens, other liens, collections or       
charge-offs in the past 24 months, generally older items must be paid prior to  
or at closing.                                                                  

        With respect to the Series III Program, a borrower must have a minimum
of four trade accounts including a mortgage and/or rental history, along with   
one non-traditional trade account to satisfy five trades, with 24-months credit 
history, a borrower may not have more than two 30-day delinquent mortgage       
payments within the past 12 months. Bankruptcies must be at least 24 months old,
fully discharged and the borrower must have re-established or re-affirmed       
satisfactory credit history. Foreclosures are not allowed in the past 3 years.  
No judgments, suits, tax liens, other liens, collections or charge-offs in the  
past 24 months, generally older items must be paid prior to or at closing.      

         With respect to the Series III+ Program, a borrower must have a minimum
of two trade accounts including a mortgage and/or rental history, along with one
non-traditional trade account to satisfy three trades, with 12 months credit    
history, a borrower may not have more than two 30-day delinquent mortgage       
payments within the past 12 months. Any open judgments, suits, liens,           
collections and charge-offs not to exceed $500 cumulatively within the past 12  
months generally are paid prior to or at closing. Bankruptcies must be at least 
24 months old, fully discharged and the borrower must have re-established or    
re-affirmed satisfactory credit                                                 

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history. Foreclosures are not allowed during the past 24 months. Tax liens are  
not allowed within the last 12 months.                                          

       With respect to the Series IV Program, a borrower must have a minimum
of two trade accounts including a mortgage and/or rental history, along with one
non-traditional trade account to satisfy three trades, with 12 months credit    
history, a borrower may not have more than four 30-day delinquent mortgage      
payments or three 30-day delinquent mortgage payments and one 60-day delinquent 
mortgage payment within the past 12 months. Any open judgments, suits, liens,   
collections and charge-offs not to exceed $1,000 cumulatively within the past 12
months generally are paid prior to or at closing. Bankruptcies must be at least 
18 months old, fully discharged and the borrower must have re-established or    
re-affirmed satisfactory credit history. Foreclosures are not allowed in the    
past 18 months. Tax liens are not allowed within the last 12 months.            

         With respect to the Series V Program, a borrower must have a minimum of
two trade accounts including a mortgage and/or rental history, along with one   
non-traditional trade account to satisfy three trades, with 12 months credit    
history, a borrower may not have more than five 30-day delinquent mortgage      
payments or two 60-day delinquent mortgage payments or one 90-day delinquent    
mortgage payment within the past 12 months. Any open judgments, suits, liens,   
collections and charge-offs not to exceed $4,000 cumulatively within the past 12
months generally are paid prior to or at closing. Bankruptcies must be at least 
12 months old, fully discharged and the borrower must have re-established or    
re-affirmed satisfactory credit history. Foreclosures are not allowed in the    
past 12 months. Tax liens are not allowed within the last 12 months.            

       With respect to the Series VI program, a borrower must have a minimum
of two trade accounts including a mortgage and/or rental history, along with one
non-traditional trade account to satisfy three trades, with 12 months credit    
history, a borrower may not have more than one 90-day delinquent mortgage       
payment within the past 12 months. Any open judgments, suits, liens, collections
and charge-offs generally are paid prior to or at closing. Bankruptcies must be 
at least 6 months old. Foreclosures are not allowed in the past 6 months. Tax   
liens are not allowed within the last 6 months.                                 

THE PROGRESSIVE EXPRESS(TM) PROGRAMS                                            

PROGRESSIVE EXPRESS(TM) PROGRAMS WITH DOCUMENTATION           

         GENERAL. In July 1996, the Seller developed an additional series to the
Progressive Program, the "Progressive Express(TM) Program." The concept of the  
Progressive Express(TM) Program is to underwrite the loan focusing on the       
borrower's Credit Score, ability and willingness to repay the mortgage loan     
obligation, and assess the adequacy of the mortgaged property as collateral for 
the loan. The Credit Score is an electronic evaluation of past and present      
credit accounts on the borrower's credit bureau report. This includes all       
reported accounts as well as public records and inquiries. The Progressive      
Express(TM) Program offers six levels of mortgage loan programs. The Progressive
Express(TM) Program has a minimum Credit Score that must be met by the          
borrower's primary wage earner and does not allow for exceptions to the Credit  
Score requirement. The Credit Score requirement is as follows: Progressive      
Express(TM) I above 680, Progressive Express(TM) II 680-620, Progressive        
Express(TM) III 619-601, Progressive Express(TM) IV 600-581, Progressive        
Express(TM) V 580-551, and Progressive Express(TM) VI 550-500. Each Progressive 
Express(TM) program has different Credit Score requirements, credit criteria,   
reserve requirements, and loan-to-value ratio restrictions. Progressive         
Express(TM) I is designed for credit history and income requirements typical of 
"A+" credit borrowers. In the event a borrower does not fit the Progressive     
Express(TM) I criteria, the borrower's mortgage loan is placed into either      
Progressive Express(TM) II, III, IV, V, or VI, depending on which series'       
mortgage loan parameters meets the borrowers unique credit profile.             

        All of the mortgage loans originated under the Progressive Express(TM)
program are prior approved and/or underwritten either by employees of the Seller
or underwritten by contracted mortgage insurance                                

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companies or delegated conduit sellers. Under the Progressive Express(TM)       
Program, the Seller underwrites single family dwellings with loan-to-value      
ratios at origination of up to 100%. In general, the maximum amount for mortgage
loans originated under the Progressive Express Program is $750,000; however, the
Seller may approve mortgage loans on a case-by-case basis where generally the   
maximum loan amount is up to $1 million, owner-occupied, with a minimum credit  
score of 681. The borrower must disclose employment and assets which both are   
verified by the Seller, the loan-to-value must not be greater than 70%, the CLTV
must not be greater than 80% and the property must be single-family residence,  
excluding condominiums. For loans that exceed a 97% loan-to-value ratio to a    
maximum of a 100% loan-to-value ratio, (i) such loans must be for purchase      
transactions only, (ii) the borrower must have a minimum credit score of 700,   
(iii) the mortgaged property must be an owner-occupied, primary residence, (iv) 
the borrower must state income and assets on the Residential Loan Application   
and meet a debt ratio not to exceed 50% and (v) such loan must be underwritten  
utilizing the Impac Direct Access System for Lending (IDASL) automated          
underwriting system. Condominiums are not allowed on the 100% loan-to-value     
ratio feature. In order for the property to be eligible for the Progressive     
Express(TM) Program, it may include a single-family residence (1-unit), 2-4     
units, condominium and/or planned unit development (PUD). Progressive           
Express(TM) I & II allow owner- occupied and second home single-family residence
property subject to a maximum loan-to-value ratio of 95% and a maximum 100% CLTV
on owner-occupied mortgaged properties and 95% on mortgaged properties that are 
second homes. Express III allows owner-occupied single-family residence property
subject to a maximum 90% loan-to-value ratio and a combined loan-to-value of    
95%. Progressive Express(TM) I & II allow owner- occupied and non-owner occupied
properties to a maximum 90% loan-to-value ratio on 1-2 units and 80%            
loan-to-value ratio on 3-4 units with a maximum 100% CLTV on owner-occupied and 
Express II non-owner occupied to 95% CLTV. Express III allow non-owner occupied 
subject to a maximum 80% loan-to-value ratio on 1-4 units with a maximum 95%    
CLTV. Express IV, V and VI allow owner-occupied and second homes only and       
non-owner occupied property is not allowed. Express IV owner-occupied is subject
to a maximum 90% loan-to-value ratio, Express V is subject to a maximum of 80%  
loan-to-value ratio and Express VI is subject to a maximum of 75% loan-to-value 
ratio and CLTV is not allowed on Express IV, V or VI. Express IV, V or VI loans 
secured by a second home are subject to a maximum of 70% loan-to-value ratio on 
Express IV, V and VI and CLTV is not allowed. Progressive Express(TM) Programs I
through IV loans with loan-to- value ratios at origination in excess of 80% are 
insured by MGIC, Radian or RMIC. The borrower can elect to have primary mortgage
insurance covered by their loan payment. If the borrower makes such election, a 
loan-to-value ratio between 80.01% and 89.99% requires 22% coverage, and a      
loan-to-value ratio between 90.00% and 95.00% requires 30% coverage and a       
loan-to-value ratio between 95.01% and 100% requires 35% coverage. Generally,   
when the borrower's credit score is less than 660 or the borrower does not make 
such an election, the related mortgage loan will be covered by a modified       
primary mortgage insurance policy issued by Radian to the Seller providing      
coverage in the amount of (i) 22% for a mortgage loan with a loan-to-value ratio
between 80.01% and 89.99%, (ii) 30% for a mortgage loan with a loan-to-value    
ratio between 90% and 95% and (iii) 35% for mortgage loan with a loan-to-value  
ratio between 95.01% and 100%.                                                  

         Each borrower completes a Residential Loan Application (Fannie Mae Form
1003 or Freddie Mac Form 65). The borrower must disclose employment and assets  
on the application, however, there is no verification of the information. If the
borrower elects to verify assets, the Seller obtains from the borrower either   
verification of deposits or bank statements for the most recent one-month period
preceding the mortgage loan application. The conduit seller obtains a verbal    
verification of employment on each borrower.                                    

         The Seller uses the foregoing parameters as guidelines only. The Seller
may include certain provisions in the note that the Seller may not enforce. Full
documentation is requested by the underwriter if it is the judgment of the      
underwriter that the compensating factors are insufficient for loan approval    
under the Progressive Express(TM) Product Line.                                 

CREDIT HISTORY. The Progressive Express(TM) Program defines an
acceptable credit history in each of the programs I through VI. Progressive     
Express(TM) I defines an acceptable credit history as a borrower who            

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has "A+" credit, meaning a minimum of four trade accounts including a mortgage  
and/or rental history, along with one non-traditional trade account to satisfy  
five trades, no 30-day delinquent mortgage payments in the past 12 months, and a
maximum of one 30-day delinquent payments on any revolving credit accounts      
within the past 12 months and one 30-day delinquent payment on any installment  
credit accounts within the past 12 months. However, if the loan-to-value ratio  
of the loan is 90% or less, consumer credit is disregarded. All bankruptcies    
must be at least 24 months old, fully discharged and the borrower must have     
re-established or re-affirmed satisfactory credit history. Foreclosures are not 
allowed in the past 3 years. No judgments, suits, tax liens, other liens,       
collections or charge-offs in the past 24 months, generally older items must be 
paid prior to or at closing.                                                    

    With respect to Progressive Express(TM) II, a borrower must have a
minimum of four trade accounts including a mortgage and/or rental history, along
with one non-traditional trade account to satisfy five trades, and no late      
mortgage payments for the past 12 months. In addition, a borrower must have a   
maximum of two 30-day delinquent payments on any revolving credit accounts      
within the past 12 months and one 30-day delinquent payment on any installment  
credit accounts within the past 12 months. However, if the loan-to- value ratio 
of the loan is 90% or less, revolving and installment credit is disregarded. All
bankruptcies must be at least 24 months old, fully discharged and the borrower  
must have re-established or re-affirmed satisfactory credit history.            
Foreclosures are not allowed in the past 3 years. No judgments, suits, tax      
liens, other liens, collections or charge-offs allowed within the past 24       
months, generally older items must be paid prior to or at closing.              

     With respect to Progressive Express(TM) III, a borrower must have a
minimum of four trade accounts including a mortgage and/or rental history, along
with one non-traditional trade account to satisfy five trades and no more than  
one 30-day late mortgage payment for the past 12 months. All bankruptcies must  
be at least 24 months old, fully discharged and the borrower must have          
re-established or re-affirmed satisfactory credit history. Foreclosures are not 
allowed in the past 3 years. No judgments, suits, tax liens, other liens,       
collections or charge-offs allowed within the past 24 months, generally older   
items must be paid prior to or at closing.                                      

    With respect to Progressive Express(TM) IV, a borrower must have a
minimum of four trade accounts including a mortgage and/or rental history, along
with one non-traditional trade account to satisfy five trades, no more than two 
30-day late mortgage payments for the past 12 months. All bankruptcies must be  
at least 24 months old, fully discharged and the borrower must have             
re-established or re-affirmed satisfactory credit history. Foreclosures are not 
allowed in the past 3 years. No judgments, suits, tax liens, other liens,       
collections or charge-offs allowed within the past 24 months, generally older   
items must be paid prior to or at closing.                                      

   With respect to Progressive Express(TM) V, a borrower must have a
minimum of two trade accounts including a mortgage and/or rental history, along 
with one non-traditional trade account to satisfy three trades, with 12 months  
credit history, no more than two 30-day late mortgage payments in the past 12   
months. All bankruptcies must be at least 24 months old, fully discharged and   
the borrower must have re-established or re-affirmed satisfactory credit        
history. Foreclosures are not allowed in the past 24 months. Judgments, suits,  
liens, collections or charge-offs, may not exceed $500 cumulatively within the  
past 12 months, and must be paid prior to or at closing. Tax liens are not      
allowed within the last 12 months.                                              

    With respect to Progressive Express(TM) VI, a borrower must have a
minimum of two trade accounts including a mortgage and/or rental history, along 
with one non-traditional trade account to satisfy three trades, with 12 months  
credit history, no more than four 30-day or three 30-day and one 60-day late    
mortgage payments in the past 12 months. All bankruptcies must be at least 18   
months old and fully discharged. Foreclosures are not allowed in the past 18    
months. Judgments, suits, liens, collections or charge-offs, may                

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not exceed $1,000 cumulatively within the past 12 months, and must be paid prior
to or at closing. Tax liens are not allowed within the last 12 months.          

PROGRESSIVE EXPRESS(TM) NO DOC PROGRAM                        

      In May, 1999, the Seller introduced a Progressive Express(TM) No Doc
Program (the "No Doc program"). The concept of the No Doc program is to         
underwrite the loan focusing on the borrower's credit score, ability and        
willingness to repay the mortgage loan obligation, and assess the adequacy of   
the mortgaged property as collateral for the loan. The No Doc program has a     
minimum credit score and does not allow for exceptions to the credit score. The 
credit score requirement is as follows: 681 for Progressive Express(TM) No Doc I
and 620 for Progressive Express(TM) No Doc II. Each program has a different     
credit score requirement and credit criteria.                                   

        All of the mortgage loans originated under the Progressive Express(TM)
No Doc program are prior approved and/or underwritten either by employees of the
Seller or underwritten by contracted mortgage insurance companies or delegated  
conduit sellers. Under the Progressive Express(TM) No Doc program, the Seller   
employees or contracted mortgage insurance companies or delegated conduit       
sellers underwrite single family dwellings with loan-to-value ratios at         
origination up to 95% and $500,000. In order for the property to be eligible for
the Progressive Express(TM) No Doc program, it must be a single family residence
(single unit only), condominium and/or planned unit development (PUD) or 2-units
to a maximum loan-to-value ratio of 80%. The borrower can elect to have primary 
mortgage insurance covered by their loan payment. If the borrower makes such    
election, the loan-to-value ratios at origination in excess of 80%, are insured 
by MGIC, Radian or RMIC. For loan-to-value ratios of 80.01% to 89.99%, mortgage 
insurance coverage is 22% and for loan-to-value ratios of 90% to 95%, mortgage  
insurance coverage is 30%. Generally, when the borrower's credit score is less  
than 660 or if the borrower does not make such election, the related mortgage   
loan will be covered by a modified primary insurance policy issued by Radian to 
the Seller providing coverage in the amount of 22% for a mortgage loan with a   
loan-to-value ratio between 80.01% and 89.99% and 30% for a mortgage loan with a
loan-to-value ratio of 90% to 95%.                                              

         Each borrower completes a Residential Loan Application (Fannie Mae Form
1003 or Freddie Mac Form 65). The borrower does not disclose income, employment,
or assets and a Verbal Verification of Employment is not provided. Generally,   
borrowers provide a daytime telephone number as well as an evening telephone    
number. If the prospective borrower elects to state and verify assets on the    
Residential Loan Application, Seller obtains from prospective borrowers either a
verification of deposits or bank statements for the most recent one-month period
preceding the mortgage loan application.                                        

       CREDIT HISTORY. The Progressive Express(TM) No Doc program defines an
acceptable credit history as follows: Progressive Express(TM) No Doc I defines  
an acceptable credit history as a borrower who has "A+" credit, meaning a       
minimum of four trade accounts including a mortgage and/or rental history, along
with one non-traditional trade account to satisfy five trades, and no 30-day    
delinquent mortgage payments in the past 12 months and a maximum of one 30-day  
delinquent payments on any revolving credit accounts within the past 12 months  
and one 30-day delinquent payment on any installment credit accounts within the 
past 12 months. However, if the loan-to-value ratio of the loan is 90% or less, 
revolving and installment credit is disregarded. All bankruptcies must be at    
least 24 months old, fully discharged and the borrower must have re-established 
or re-affirmed a satisfactory credit history. Foreclosures are not allowed in   
the past 3 years. No judgments, suits, tax liens, other liens, collections or   
charge-offs are allowed within the past 24 months, generally older items must be
paid prior to or at closing.                                                    

        With respect to Progressive Express(TM) No Doc II a borrower must have
a minimum of four trade accounts including a mortgage and/or rental history,    
along with one non-traditional trade account to satisfy five trades, and no late
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payments on any revolving credit accounts and one 30-day delinquent payment on  
any installment credit accounts within the past 12 months. However, if the      
loan-to-value ratio of the loan is 90% or less, revolving and installment credit
is disregarded. All bankruptcies must be at least 24 months old, fully          
discharged and the borrower must have re-established or re-affirmed satisfactory
credit history. Foreclosures are not allowed in past 3 years. No judgments,     
suits, tax liens, other liens, collections or charge-offs allowed within the    
past 24 months, generally older items must be paid prior to or at closing.      

        IN ADDITION, SEE "THE MORTGAGE POOLS -- UNDERWRITING STANDARDS" IN THE
PROSPECTUS.                                                                     

DELINQUENCY AND FORECLOSURE EXPERIENCE OF THE SELLER                            

     Based solely upon information provided by the Seller, the following
tables summarize, for the respective dates indicated, the delinquency,          
foreclosure, bankruptcy and REO property status with respect to all one- to     
four-family residential mortgage loans originated or acquired by the Seller     
which were being master serviced by the Seller at the dates indicated. The      
indicated periods of delinquency are based on the number of days past due on a  
contractual basis. The monthly payments under all of such mortgage loans are due
on the first day of each calendar month. A mortgage loan is considered "30 days"
delinquent if a payment due on the first of the month is not received by the    
second day of the following month, and so forth.                                

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                             At December 31, 2000       At December 31, 2001      At December 31, 2002  
                            NUMBER       PRINCIPAL     NUMBER      PRINCIPAL     NUMBER       PRINCIPAL 
                           OF LOANS       AMOUNT      OF LOANS       AMOUNT     OF LOANS        AMOUNT  
                           --------       ------      --------       ------     --------        ------  
                            (DOLLARS IN THOUSANDS)     (DOLLARS IN THOUSANDS)    (DOLLARS IN THOUSANDS) 
                                                                                                        
Total Loan Outstanding      31,971      $ 4,042,859    37,972      $5,568,740    48,520      $8,694,474 
DELINQUENCY 1                                                                                           
   Period of Delinquency:                                                                               
     30-59 Days.....         1,941      $   242,081     2,064      $  287,616     2,331      $  383,855 

     60-89 Days.....           529           65,809       531          72,460       644         100,878 
     90- Days or More          266           25,952       705          72,544       616          71,466 
                             -----      -----------     -----         -------     -----      ---------- 
   Total Delinquencies       2,736      $   333,842     3,300         432,620     3,591      $  556,200 
                             =====      ===========     =====         =======     =====      ========== 
Delinquencies as a                                                                                      
Percentage of Total                                                                                     
Loans Outstanding...          8.56%            8.26%     8.69%           7.77%     7.40%           6.40%

                                                                [Download Table]

                            At December 31, 2003           At June 30, 2004      
                           NUMBER       PRINCIPAL      NUMBER         PRINCIPAL  
                          OF LOANS        AMOUNT      OF LOANS         AMOUNT    
                          --------        ------      --------         ------    
                           (DOLLARS IN THOUSANDS)      (DOLLARS IN THOUSANDS)    
                                                                                 
Total Loan Outstanding     65,256      $ 13,919,693    90,398        $20,128,690 
DELINQUENCY 1                                                                    
   Period of Delinquency:                                                        
     30-59 Days.....        2,432      $    419,202     2,221        $   566,141 

     60-89 Days.....           601          105,455       695            121,312 
     90- Days or More          560           87,297       513             58,061 
                             -----     ------------     -----        ----------- 
   Total Delinquencies       3,593     $    611,954     3,429        $   745,514 
                             =====     ============     =====        =========== 
Delinquencies as a                                                               
Percentage of Total                                                              
Loans Outstanding...          5.51%            4.40%     3.79%              3.70%

----------                                                                      
1        The delinquency balances, percentages and numbers set forth under this 
        heading exclude (a) delinquent mortgage loans that were in foreclosure
         at the respective dates indicated ("Foreclosure Loans"), (b) delinquent
    mortgage loans as to which the related mortgagor was in bankruptcy
        proceedings at the respective dates indicated ("Bankruptcy Loans") and
     (c) REO properties that have been purchased upon foreclosure of the
         related mortgage loans. All Foreclosure Loans, Bankruptcy Loans and REO
         properties have been segregated into the sections of the table entitled
      "Foreclosures Pending," "Bankruptcies Pending" and "REO Properties,"
       respectively, and are not included in the "30-59 Days," "60-89 Days,"
        "90 Days or More" and "Total Delinquencies" sections of the table. See
the section of the table entitled "Total Delinquencies plus   
      Foreclosures Pending and Bankruptcies Pending" for total delinquency
       balances, percentages and numbers which include Foreclosure Loans and
  Bankruptcy Loans, and see the section of the table entitled "REO
       Properties" for delinquency balances, percentages and numbers related
    to REO properties that have been purchased upon foreclosure of the
related mortgage loans.                                       

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                                  At December 31, 2000     At December 31, 2001     At December 31, 2002  
                                 NUMBER       PRINCIPAL   NUMBER      PRINCIPAL    NUMBER       PRINCIPAL 
                                OF LOANS       AMOUNT    OF LOANS       AMOUNT    OF LOANS        AMOUNT  
                                --------       ------    --------       ------    --------        ------  
                                 (DOLLARS IN THOUSANDS)   (DOLLARS IN THOUSANDS)   (DOLLARS IN THOUSANDS) 
                                                                                                          
FORECLOSURES PENDING 1            396          $57,133      931        $132,571    1,452         $212,309 

Foreclosures Pending as a                                                                                 
Percentage of Total Loans                                                                                 
Outstanding....................  1.24%            1.41%    2.45%           2.38%    2.99%            2.44%

BANKRUPTCIES PENDING 2            227          $22,556      259         $22,054      328          $26,402 

Bankruptcies Pending as a                                                                                 
Percentage of Total Loans                                                                                 
Outstanding....................  0.71%            0.56%    0.68%           0.40%    0.68%            0.30%

Total Delinquencies plus                                                                                  
Foreclosures Pending and                                                                                  
Bankruptcies Pending........... 3,359         $413,531    4,490        $587,245    5,371         $794,910 

Total Delinquencies plus                                                                                  
Foreclosures Pending and                                                                                  
Bankruptcies Pending as a                                                                                 
Percentage of Total Loans                                                                                 
Outstanding.................... 10.51%           10.23%   11.82%          10.55%   11.07%            9.14%

REO PROPERTIES 3                  105          $13,944      223         $37,631      329          $53,055 

REO Properties as a Percentage.  0.33%            0.34%    0.59%           0.68%    0.68%            0.61%

                                                                [Download Table]

                                  At December 31, 2003         At June 30,       
                                 NUMBER       PRINCIPAL    NUMBER      PRINCIPAL 
                                OF LOANS        AMOUNT    OF LOANS       AMOUNT  
                                --------        ------    --------       ------  
                                 (DOLLARS IN THOUSANDS)   (DOLLARS IN THOUSANDS) 
                                                                                 
FORECLOSURES PENDING 1           1,049         $158,261    1,603        $229,718 

Foreclosures Pending as a                                                        
Percentage of Total Loans                                                        
Outstanding....................   1.61%            1.14%    1.77%           1.14%

BANKRUPTCIES PENDING 2             227          $19,912      350        $ 21,893 

Bankruptcies Pending as a                                                        
Percentage of Total Loans                                                        
Outstanding....................   0.35%            0.14%    0.39%           0.11%

Total Delinquencies plus                                                         
Foreclosures Pending and                                                         
Bankruptcies Pending...........  4,869         $790,127    5,382        $997,125 

Total Delinquencies plus                                                         
Foreclosures Pending and                                                         
Bankruptcies Pending as a                                                        
Percentage of Total Loans                                                        
Outstanding....................   7.46%            5.68%    5.95%           4.95%

REO PROPERTIES 3                   316          $50,383      340         $60,085 

REO Properties as a Percentage.   0.48%          0.36%      0.38%           0.30%

----------                                                                      

1        Mortgage loans that are in foreclosure but as to which the mortgaged   
        property has not been liquidated at the respective dates indicated. It
     is generally the Master Servicer's policy, with respect to mortgage
     loans originated by the Seller, to commence foreclosure proceedings
         when a mortgage loan is 60 days or more delinquent. However, the Master
Servicer may delay the foreclosure process as a result of loss
mitigation efforts.                                           

2        Mortgage loans as to which the related mortgagor is in bankruptcy      
proceedings at the respective dates indicated.                

3        REO properties that have been purchased upon foreclosure of the related
       mortgage loans, including mortgaged properties that were purchased by
the Seller after the respective dates indicated.              

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         Based solely on information provided by the Seller, the following table
presents the changes in the Seller's charge-offs and recoveries for the periods 
indicated.                                                                      

                                                        [Enlarge/Download Table]

                                TWELVE MONTHS  TWELVE MONTHS  TWELVE MONTHS  TWELVE MONTHS  SIX MONTHS 
                                    ENDED          ENDED          ENDED          ENDED         ENDED   
                                DECEMBER 31,    DECEMBER 31,  DECEMBER 31,   DECEMBER 31,    JUNE 30,  
                                    2000            2001          2002           2003          2004    
                                    ----            ----          ----           ----          ----    
                                 (DOLLARS IN    (DOLLARS IN    (DOLLARS IN    (DOLLARS IN   (DOLLARS IN
                                 THOUSANDS)      THOUSANDS)    THOUSANDS)     THOUSANDS)    THOUSANDS) 
                                                                                                       
Charge-offs:                                                                                           
    Mortgage Loan Properties...  $ 12,785           6,475        2,416         3,049           315     
REO Properties.................     4,779           4,584        4,043        10,687         1,964     
Recoveries:                                                                                            
    Mortgage Loan Properties...       409             849        1,509           913           948     
    REO Properties ............         0               0            0             0             0     
Net charge-offs ...............    17,155          10,210        4,950        12,823         1,331     
Ratio of net charge-offs ......                                                                        
to average loans                                                                                       
outstanding during the                                                                                 
indicated period** ............      0.51%*          0.21%*       0.07%*        0.12%*        0.03%*   

----------                                                                      
         *The ratio of net charge-offs was based upon annualized charge-offs for
         the indicated periods. The average loans outstanding was computed using
monthly balances for the indicated periods.                   

**The information on this table does not include statistical  
  information on mortgage loans which have recently been sold on a
servicing-released basis by the Seller to third parties.      

    The above data on charge-offs and recoveries are calculated on the
basis of the total mortgage loans originated or acquired by the Seller. However,
the total amount of mortgage loans on which the above data are based includes   
many mortgage loans which were not, as of the respective dates indicated,       
outstanding long enough to give rise to some of the indicated charge-offs. In   
the absence of such mortgage loans, the charge-off percentages indicated above  
would be higher and could be substantially higher. Because the mortgage pool    
will consist of a fixed group of mortgage loans, the actual charge-off          
percentages with respect to the mortgage pool may therefore be expected to be   
higher, and may be substantially higher, than the percentages indicated above.  

      The information set forth in the preceding paragraphs concerning the
Seller has been provided by the Seller.                                         

WELLS FARGO BANK, N.A.                                                          

        Approximately 17.33% and 8.13% of the Group 1 Loans and Group 2 Loans,
respectively, were underwritten pursuant to, or in accordance with, the         
standards of Wells Fargo Bank, N.A.'s which is described below.                 

Wells Fargo Bank, N.A. ("Wells Fargo") originates first lien  
residential mortgage loans (referred to as "Mortgage Loans" for purposes of this
section) through a network of retail, wholesale, and correspondent offices      
located throughout all 50 states.                                               

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         The underwriting functions of Wells Fargo are performed in its Arizona,
California, Louisiana, Minnesota and North Carolina offices. Wells Fargo employs
loan credit underwriters to scrutinize the applicant's credit profile and to    
evaluate whether an impaired credit history is a result of adverse circumstances
or a continuing inability or unwillingness to meet credit obligations in a      
timely manner. Personal circumstances such as divorce, family illnesses or      
deaths and temporary job loss due to layoffs and corporate downsizing will often
impair an applicant's credit record. The underwriting guidelines used by Wells  
Fargo are primarily intended to evaluate the prospective borrower's credit      
standing and ability to repay the loan, as well as the value and adequacy of the
proposed mortgaged property as collateral. A prospective borrower applying for a
mortgage loan is required to complete a detailed application. The loan          
application elicits pertinent information about the applicant including,        
depending on the program, the applicant's financial condition (assets,          
liabilities, income and expenses), the property being financed and the type of  
loan desired. With respect to every applicant, a credit report summarizing the  
applicant's credit history with merchants and lenders is obtained. Significant  
unfavorable credit information reported by the applicant or by a credit         
reporting agency is taken into account in the credit decision. Loan applications
are classified according to certain characteristics, including but not limited  
to: condition and location of the collateral, credit history of the applicant,  
ability to pay, loan-to-value ratio and general stability of the applicant in   
terms of employment history and time in residence.                              

        Wells Fargo has established classifications with respect to the credit
profile of the applicant. Terms of Mortgage Loans made by Wells Fargo, as well  
as maximum loan-to-value ratios and debt-to-income ratios, vary depending on the
classification of the applicant. Generally, the loan-to-value ratio is the      
ratio, 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 180 days prior to origination), or (ii) the
sale price for such property. In some instances, the loan-to-value may be based 
on the value determined by an appraisal that was obtained by the originator more
than 120 days prior to origination, provided that (i) an appraisal update is    
obtained and (ii) the original appraisal was obtained no more than 180 days     
prior to origination. Loan applicants with less favorable credit ratings        
generally are restricted to consideration for loans with higher interest rates  
and lower loan-to-value ratios than applicants with more favorable credit       
ratings.                                                                        

 Wells Fargo uses these classifications as guidelines only. On a
case-by-case basis, Wells Fargo makes exceptions to these classifications for a 
prospective borrower based upon the presence of acceptable compensating factors.
Examples of compensating factors include, but are not limited to, loan-to-value 
ratio, debt-to-income ratio, long-term stability of employment and/or residence,
statistical credit scores, verified cash reserves or reduction in overall       
monthly expenses. Except for balloon loans, the Mortgage Loans originated or    
acquired by Wells Fargo have loan terms of 15, 20 or 30 years and fully amortize
over such terms. Wells Fargo generally does not originate or acquire any        
Mortgage Loans for which the combined loan-to-value ratio at origination exceeds
100% in the event of concurrent secondary financing. The loans originated or    
acquired by Wells Fargo are generally secured by single-family detached         
residences, condominium units or two-to four-family residences, and such        
properties may or may not be occupied by the owner. It is Wells Fargo's policy  
not to accept commercial properties or unimproved land as collateral for        
Mortgage Loans. Wells Fargo, will, however, accept mixed-use properties such as 
a property where more than 80% is used for residential purposes and the balance 
is used for commercial purposes.                                                

      Wells Fargo's mortgage loan programs include various "stated income,
stated asset" and "no ratio" programs. Wells Fargo may perform a telephone      
verification of employment for salaried employees prior to funding. In some     
cases, employment histories may be obtained through V.I.E., Inc., an entity     
jointly owned by Wells Fargo and an unaffiliated third party that obtains       
employment data from state unemployment insurance departments or other state    
agencies.                                                                       

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 Under Wells Fargo's "stated income, stated asset" programs, the
applicant's employment, income sources and/or assets must be stated on the      
initial signed application. The applicant's income as stated must be reasonable 
for the applicant's occupation as determined in the discretion of the loan      
underwriter; however, such income is not independently verified. Similarly the  
applicant's assets as stated must be reasonable for the applicant's occupation  
as determined in the discretion of the loan underwriter; however, such assets   
are not independently verified.                                                 
         Wells Fargo's underwriting of every mortgage loan submitted consists of
not only a thorough credit review, but also a separate appraisal conducted by   
(i) Value Information Technology, Inc., ("Value I.T."), an entity jointly owned 
by Wells Fargo and an unaffiliated third party, (ii) an appraiser approved by   
Value I.T. or (iii) another third-party appraiser. Appraisals generally conform 
to current Fannie Mae and Freddie Mac secondary market requirements for         
residential property appraisals. All appraisals are subject to an internal      
appraisal review by the loan underwriter irrespective of the loan-to-value      
ratio, the mortgage loan amount or the identity of the appraiser. Certain loans 
may require a third party review in the form of either a desk review or field   
review. Additionally, at the discretion of Wells Fargo, any mortgage loan is    
subject to further review in the form of a desk review, field review or         
additional full appraisal. No assurance can be given that values of the         
Mortgaged Properties have remained or will remain at the levels that existed on 
the dates of appraisal (or, when applicable, on the dates of appraisal updates) 
of the related Mortgage Loans.                                                  

      In comparison to Wells Fargo's "general" underwriting standards, the
underwriting standards applicable to Mortgage Loans under Wells Fargo's         
"alternative" mortgage loan underwriting program permit different underwriting  
criteria, additional types of mortgaged properties or categories of borrowers   
such as "foreign nationals" without a FICO Score who hold certain types of visas
and have acceptable credit references, and include certain other less           
restrictive parameters. Generally, relative to the "general" underwriting       
standards, these standards include higher loan amounts, higher maximum          
loan-to-value ratios, higher maximum "combined" loan-to-value ratios (in each   
case, relative to Mortgage Loans with otherwise similar characteristics) in     
cases of simultaneous primary and secondary financings, less restrictive        
requirements for "equity take out" refinancings, the removal of limitations on  
the number of permissible Mortgage Loans that may be extended to one borrower   
and the ability to originate Mortgage Loans with loan-to-value ratios in excess 
of 80% without the requirement to obtain primary mortgage insurance if such     
loans are secured by cooperatives or investment properties. Under a program     
available to eligible borrowers who meet certain underwriting criteria and for  
which program a minimum downpayment of only 3% is required, Mortgage Loans may  
be originated with loan-to-value ratios between 95.01% and 97% with the         
application of less restrictive maximum qualifying ratios of borrower monthly   
housing debt or total monthly debt obligations to borrower monthly income and   
reduced minimum requirements for primary mortgage insurance coverage.           

         With respect to mortgaged property types, Mortgage Loans may be secured
by shares in cooperative housing corporations, manufactured homes, investment   
properties permitted under less stringent guidelines, condotels (features of    
which may include maid service, a front desk or resident manager, rental pools  
and up to 20% of commercial space) and the mortgaged properties may represent an
unusually high percentage of land vs. structure or have other unique            
characteristics.                                                                

        In addition, borrowers who satisfy certain guidelines regarding credit
history may have been approved under a "No Ratio" program (such Mortgage Loans, 
"No Ratio Loans") or under a "No Income/No Asset" program (such Mortgage Loans, 
"No Income/No Asset Loans"). In the case of No Ratio Loans, the borrower's      
income would not have been verified nor would there have been the calculation of
any ratios, as part of the loan underwriting decision, of the borrower's        
expected monthly housing debt or total monthly debt obligations to the          
borrower's monthly income. In connection with such No Ratio program, the        
borrower's assets may have been verified and certain minimum "cash reserves"    
required. In the case of No Income/No Asset Loans, borrowers may not have been  
required to provide any information in their loan application                   

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regarding their employment and in that instance employment would not have been  
verified. Also in the case of No Income/No Asset Loans, borrowers would not have
been required to provide any information in their loan application regarding    
their income or assets.                                                         

RECENT DEVELOPMENTS WITH RESPECT TO THE SELLER                                  

  On July 23, 2004, the Seller announced that it would correct and
restate certain of its previously issued financial statements for the years     
ended December 31, 2001, 2002 and 2003 and its unaudited financial statements   
for the three months ended March 31, 2003 and 2004. While the change affects net
earnings in accordance with generally accepted accounting principles, it does   
not affect its estimated taxable income, future cash flows, past dividends or   
future dividends.                                                               

ADDITIONAL INFORMATION                                                          

      The description in this prospectus supplement of the sample mortgage
loans and the mortgaged properties is based upon the sample mortgage pool as of 
the Cut-off Date, as adjusted for the scheduled principal payments due on or    
before this date. The sample mortgage loans consist of mortgage loans that are  
intended to be included in the trust as initial mortgage loans, but not the     
Group 1 subsequent mortgage loans and Group 2 subsequent mortgage loans.        
However, many of the sample mortgage loans may not be included in the trust as  
initial mortgage loans as a result of incomplete documentation or otherwise if  
the company deems this removal necessary or desirable, and may be prepaid at any
time. The characteristics of each final loan group will not materially differ   
from the information provided with respect to each sample loan group. Within 15 
days of the Closing Date and 15 days of the end of the Funding Period, tables   
reflecting the composition of the initial mortgage loans in each loan group and 
the final pool of mortgage loans in each loan group, respectively, will be filed
on Form 8-K with the Commission. However, only one set of tables will be filed  
if the final pool of mortgage loans in each loan group is determined within 15  
days of the closing date.                                                       

 YIELD ON THE CERTIFICATES

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 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. In addition, the application of the  
Relief Act to any mortgage loan will adversely affect, for an indeterminate     
period of time, the ability of the Master Servicer to collect full amounts of   
interest on the mortgage loan. SEE "LEGAL ASPECTS OF THE MORTGAGE               
LOANS--SERVICEMEMBERS CIVIL RELIEF ACT" IN THE PROSPECTUS. The Subservicer is   
obligated to pay from its own funds only those interest shortfalls attributable 
to full and partial prepayments by the mortgagors on the mortgage loans         
subserviced by it, but only to the extent of its aggregate Subservicing Fee for 
the related Due Period. The Master Servicer is obligated to pay from its own    
funds only those interest shortfalls attributable to full and partial           
prepayments by the mortgagors on the mortgage loans master serviced by it, but  
only to the extent required to be paid by Subservicer and not so paid, and to   
the extent of its aggregate Master Servicing Fee for the related Due Period. See
"Pooling and Servicing Agreement--Servicing and Other Compensation and Payment  
of Expenses" in this prospectus supplement. Accordingly, the effect of (1) any  
principal prepayments on the mortgage loans, to the extent that any resulting   
Prepayment Interest Shortfall exceeds any Compensating Interest or (2) any      
shortfalls resulting from the application of the Relief Act, will be to reduce  
the aggregate amount of interest collected that is available for distribution to
holders of the certificates. Any resulting                                      

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shortfalls will be allocated among the certificates as provided in this         
prospectus supplement under "Description of the Certificates--Interest          
Distributions."                                                                 

GENERAL YIELD AND PREPAYMENT CONSIDERATIONS                                     

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

       The rate of principal payments, the aggregate amount of distributions
and the yields to maturity of the Offered Certificates will be affected by 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 or condemnations 
and repurchases by the Seller). Certain of the mortgage loans contain prepayment
charge provisions. The rate of principal payments may or may not be less than   
the rate of principal payments for mortgage loans that did not have prepayment  
charge provisions. The mortgage loans are subject to the "due- on-sale"         
provisions included therein. SEE "THE MORTGAGE POOL" HEREIN.                    

Prepayments, liquidations and purchases of the mortgage loans 
(including any optional purchases) will result in distributions on the Offered  
Certificates of principal amounts which would otherwise be distributed over the 
remaining terms of the mortgage loans. Since the rate of payment of principal on
the mortgage loans will depend on future events and a variety of other factors, 
no assurance can be given as to such rate or the rate of principal prepayments. 
The extent to which the yield to maturity of a class of Offered Certificates may
vary from the anticipated yield will depend, in the case of the Offered         
Certificates, upon the degree to which such class of certificates is purchased  
at a discount or premium. Further, an investor should consider the risk that, in
the case of any Offered Certificate purchased at a discount, a slower than      
anticipated rate of principal payments (including prepayments) on the mortgage  
loans could result in an actual yield to such investor that is lower than the   
anticipated yield and, in the case of any Offered Certificate purchased at a    
premium, a faster than anticipated rate of principal payments on the mortgage   
loans could result in an actual yield to such investor that is lower than the   
anticipated yield.                                                              

    The rate of principal payments (including prepayments) on pools of
mortgage loans may vary significantly over time and may be influenced by a      
variety of economic, geographic, social and other factors, including changes in 
mortgagors' housing needs, job transfers, unemployment, mortgagors' net equity  
in the mortgaged properties and servicing decisions. In general, if prevailing  
interest rates were to fall significantly below the mortgage rates on the       
mortgage loans, such mortgage loans could be subject to higher prepayment rates 
than if prevailing interest rates were to remain at or above the mortgage rates 
on such mortgage loans. Conversely, if prevailing interest rates were to rise   
significantly, the rate of prepayments on such mortgage loans would generally be
expected to decrease. The mortgage loans may be subject to a greater rate of    
principal prepayments in a low interest rate environment. For example, if       
prevailing interest rates were to fall, mortgagors may be inclined to refinance 
their mortgage loans with a fixed-rate loan to "lock in" a lower interest rate  
or to refinance their mortgage loans with adjustable-rate mortgage loans with   
low introductory                                                                

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interest rates. No assurances can be given as to the rate of prepayments on the 
mortgage loans in stable or changing interest rate environments.                

        Because principal distributions are paid to certain classes of Offered
Certificates before other such classes, holders of classes of Offered           
Certificates having a later priority of payment bear a greater risk of losses   
than holders of classes having earlier priorities for distribution of principal.

         To the extent the related Net WAC Rate becomes the Pass-Through Rate on
the Offered Certificates, then in any such case, less interest will accrue on   
such certificates than would otherwise be the case. The related Net WAC Rate on 
the Offered Certificates will be equal to the weighted average of the net       
mortgage rates on the related mortgage loans, multiplied by a fraction equal to 
(x) 30 divided by (y) the number of days in the related Accrual Period. Corridor
Contract payments may be used to cover Net WAC Shortfall Amounts as described   
under "Description of the Certificates--The Corridor Contracts" in this         
prospectus supplement. The holders of the Offered Certificates WILL NOT be      
entitled to recover interest in excess of any applicable limited rate on any    
future distribution date from Net Monthly Excess Cashflow or from any other     
source. For a discussion of factors that could limit the Pass-Through Rate on   
the certificates, see "Risk Factors--The Pass-Through Rates on the Offered      
Certificates are Subject to Limitation" in this prospectus supplement.          

         Approximately 0.03%, 1.20%, 3.68%, 45.85% and 4.60% of the sample Group
1 Loans have initial interest only periods of six months, two, three, five and  
ten years, respectively. Approximately 0.04%, 0.72%, 0.39%, 41.81%, and 2.03% of
the sample Group 2 Loans have initial interest only periods of six months, two, 
three, five and ten years, respectively. During this period, the payment made by
the related borrower will be less than it would be if the mortgage loan         
amortized. In addition, the mortgage loan balance will not be reduced by the    
principal portion of scheduled monthly payments during this period. As a result,
no principal payments will be made to the certificates from these mortgage loans
during their interest only period except in the case of a prepayment.           

        Approximately 67.19% and 69.55% of the sample Group 1 Loans and sample
Group 2 Loans, respectively, provide for payment by the borrower of a prepayment
charge in limited circumstances on certain prepayments. The holders of the Class
P Certificates will be entitled to all prepayment charges received on the       
mortgage loans, and these amounts will not be available for distribution on the 
other classes of certificates. The Master Servicer may waive the collection of  
any otherwise applicable prepayment charge or reduce the amount thereof actually
collected, but only if the Master Servicer does so in compliance with the       
prepayment charge waiver standards set forth in the Agreement. If the Master    
Servicer waives any prepayment charge other than in accordance with the         
standards set forth in the Agreement, the Master Servicer will be required to   
pay the amount of the waived prepayment charge. There can be no assurance that  
the prepayment charges will have any effect on the prepayment performance of the
mortgage loans. Investors should conduct their own analysis of the effect, if   
any, that the prepayment premiums, and decisions by the master servicer with    
respect to the waiver thereof, may have on the prepayment performance of the    
mortgage loans.                                                                 

     The Corridor Contracts will be assigned to, or entered into by, the
trust and will provide some protection against Net WAC Shortfall Amounts on the 
Offered Certificates. However, the Corridor Contracts may not provide sufficient
funds to cover such Net WAC Shortfall Amounts on the Offered Certificates. In   
addition, payments under the Corridor Contracts are limited to a specified rate 
in effect from time to time. To the extent that net amounts payable under the   
Corridor Contracts are insufficient to cover Net WAC Shortfall Amounts on the   
Offered Certificates, some or all of the Net Monthly Excess Cashflow may be     
used. However, there can be no assurance that the Net Monthly Excess Cashflow   
will be sufficient to cover these shortfalls, particularly because on any       
distribution date where the pass-through rate of the Offered Certificates is    
limited to the related Net WAC Rate, there will be little or no excess interest.

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YIELD SENSITIVITY OF THE MEZZANINE CERTIFICATES                                 

        If the overcollateralization and the certificate principal balances of
the Class M-2, Class M-3, Class M-4, Class M-5 and Class B Certificates have    
been reduced to zero, the yield to maturity on the Class M-1 Certificates will  
become extremely sensitive to losses on the mortgage loans (and the timing      
thereof) that are covered by subordination, because the entire amount of any    
Realized Losses (to the extent not covered by Net Monthly Excess Cashflow) will 
be allocated to the Class M-1 Certificates. If the overcollateralization and the
certificate principal balance of the Class M-3, Class M-4, Class M-5 and Class B
Certificates have been reduced to zero, the yield to maturity on the Class M-2  
Certificates will become extremely sensitive to losses on the mortgage loans    
(and the timing thereof) that are covered by subordination, because the entire  
amount of any Realized Losses (to the extent not covered by Net Monthly Excess  
Cashflow) will be allocated to the Class M-2 Certificates. If the               
overcollateralization and the certificate principal balance of the Class M-4,   
Class M-5 and Class B Certificates have been reduced to zero, the yield to      
maturity on the Class M-3 Certificates will become extremely sensitive to losses
on the mortgage loans (and the timing thereof) that are covered by              
subordination, because the entire amount of any Realized Losses (to the extent  
not covered by Net Monthly Excess Cashflow) will be allocated to the Class M-3  
Certificates. If the overcollateralization and the certificate principal balance
of the Class M-5 Certificates and Class B Certificates have been reduced to     
zero, the yield to maturity on the Class M-4 Certificates will become extremely 
sensitive to losses on the mortgage loans (and the timing thereof) that are     
covered by subordination, because the entire amount of any Realized Losses (to  
the extent not covered by Net Monthly Excess Cashflow) will be allocated to the 
Class M-4 Certificates. If the overcollateralization and the certificate        
principal balance of the Class B Certificates have been reduced to zero, the    
yield to maturity on the Class M-5 Certificates will become extremely sensitive 
to losses on the mortgage loans (and the timing thereof) that are covered by    
subordination, because the entire amount of any Realized Losses (to the extent  
not covered by Net Monthly Excess Cashflow) will be allocated to the Class M-5  
Certificates. If the overcollateralization has been reduced to zero, the yield  
to maturity on the Class B Certificates will become extremely sensitive to      
losses on the mortgage loans (and the timing thereof) that are covered by       
subordination, because the entire amount of any Realized Losses (to the extent  
not covered by Net Monthly Excess Cashflow) will be allocated to the Class B    
Certificates. The initial undivided interests in the trust evidenced by the     
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B Certificates  
are approximately 1.15%, 1.00%, 1.00%, 1.00%, 1.00% and 1.25%, respectively, of 
the Cut-off Date Balance. On the Closing Date, the initial Overcollateralized   
Amount will approximately equal the initial Overcollateralization Target Amount 
of zero. However, on the distribution date in February 2005, the                
Overcollateralization Target Amount will increase to 0.35% of the Cut-off Date  
Balance, as described herein.                                                   

    The recording of mortgages in the name of MERS is a relatively new
practice in the mortgage lending industry. While the company expects that the   
master servicer or applicable subservicer will be able to commence foreclosure  
proceedings on the mortgaged properties, when necessary and appropriate, public 
recording officers and others, however, may have limited, if any, experience    
with lenders seeking to foreclose mortgages, assignments of which are registered
with MERS. Accordingly, delays and additional costs in commencing, prosecuting  
and completing foreclosure proceedings, defending litigation commenced by third 
parties and conducting foreclosure sales of the mortgaged properties could      
result. Those delays and additional costs could in turn delay the distribution  
of liquidation proceeds to the certificateholders and increase the amount of    
Realized Losses on the mortgage loans. In addition, if, as a result of MERS     
discontinuing or becoming unable to continue operations in connection with the  
MERS(R) System, it becomes necessary to remove any mortgage loan from           
registration on the MERS(R) System and to arrange for the assignment of the     
related mortgages to the trustee, then any related expenses shall be            
reimbursable by the trust to the Master Servicer, which will reduce the amount  
available to pay principal of and interest on the Mezzanine Certificates. For   
additional information regarding the recording of mortgages in the name of MERS 
see "The Mortgage Pool--Mortgage Loan Characteristics" in this prospectus       
supplement.                                                                     

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        Investors in the Mezzanine Certificates should fully consider the risk
that Realized Losses on the mortgage loans could result in the failure of such  
investors to fully recover their investments. In addition, once Realized Losses 
have been allocated to the Mezzanine Certificates, such amounts with respect to 
such certificates will no longer accrue interest and will not be reinstated     
thereafter.                                                                     

       Unless the Certificate Principal Balances of the Class A Certificates
have been reduced to zero, the Mezzanine Certificates will not be entitled to   
any principal distributions until the Stepdown Date or during any period in     
which a Trigger Event is in effect. As a result, the weighted average lives of  
the Mezzanine Certificates will be longer than would otherwise be the case if   
distributions of principal were allocated on a pro rata basis among the Class A 
Certificates and Mezzanine Certificates. As a result of the longer weighted     
average lives of the Mezzanine Certificates, the holders of such certificates   
have a greater risk of suffering a loss on their investments. Further, because a
Trigger Event could result from either delinquencies or losses, it is possible  
for the Mezzanine Certificates to receive no principal distributions (unless the
certificate principal balances of the Class A Certificates have been reduced to 
zero) on and after the Stepdown Date even if no losses have occurred on the     
mortgage loans.                                                                 

YIELD SENSITIVITY OF THE OFFERED CERTIFICATES                                   

         The yield to investors on the Offered Certificates will be sensitive to
fluctuations in the level of One- Month LIBOR. The Pass-Through Rate on the     
Offered Certificates will vary with One-Month LIBOR. Changes in the level of    
One-Month LIBOR may not correlate with changes in prevailing mortgage interest  
rates or changes in other indices. It is possible that lower prevailing mortgage
interest rates, which might be expected to result in faster prepayments, could  
occur concurrently with an increased level of One-Month LIBOR. Investors in the 
Offered Certificates should also fully consider the effect on the yields on     
those certificates of changes in the level of One-Month LIBOR.                  

WEIGHTED AVERAGE LIVES                                                          

   The timing of changes in the rate of principal prepayments on the
mortgage loans may significantly affect an investor's actual yield to maturity, 
even if the average rate of principal prepayments is consistent with such       
investor's expectation. In general, the earlier a principal prepayment on the   
mortgage loans occurs, the greater the effect of such principal prepayment on an
investor's yield to maturity. The effect on an investor's yield of principal    
prepayments occurring at a rate higher (or lower) than the rate anticipated by  
the investor during the period immediately following the issuance of the Offered
Certificates may not be offset by a subsequent like decrease (or increase) in   
the rate of principal prepayments.                                              

    The weighted average life of an Offered Certificate is the average
amount of time that will elapse from the Closing Date, until each dollar of     
principal is repaid to the investors in such certificate. Because it is expected
that there will be prepayments and defaults on the mortgage loans, the actual   
weighted average lives of these certificates are expected to vary substantially 
from the weighted average remaining terms to stated maturity of the mortgage    
loans as set forth herein under "The Mortgage Pool."                            

   Prepayments of mortgage loans are commonly measured relative to a
prepayment standard or model. The model used in this Prospectus Supplement is   
the Prepayment Assumption. The Prepayment Assumption does not purport to be     
either an historical description of the prepayment experience of any pool of    
mortgage loans or a prediction of the anticipated rate of prepayment of any     
mortgage loans, including the mortgage loans to be included in the trust.       

       The tables entitled "Percent of Initial Certificate Principal Balance
Outstanding at the Following Percentages of the Prepayment Assumption" were     
prepared on the basis of the assumptions in the following paragraph and the     
table set forth below. There are certain differences between the loan           
characteristics                                                                 

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included in such assumptions and the characteristics of the actual mortgage     
loans. Any such discrepancy may have an effect upon the percentages of original 
certificate principal balances outstanding and weighted average lives of the    
Class A Certificates and the Mezzanine Certificates set forth in the tables. In 
addition, since the actual mortgage loans in the trust will have characteristics
that differ from those assumed in preparing the tables set forth below, the     
distributions of principal of the Class A Certificates and the Mezzanine        
Certificates may be made earlier or later than indicated in the table.          

   The percentages and weighted average lives in the tables entitled
"Percent of Initial Certificate Principal Balance Outstanding at the Following  
Percentages of the Prepayment Assumption" were determined assuming that: (i) the
mortgage groups consists of 637 hypothetical mortgage loans having the following
characteristics:                                                                

                                                        [Enlarge/Download Table]

                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
                                                                                                                  
       1    1        503,200.00       5.345000    5.750000    2            6               358       6 Month LIBOR
       2    1      6,135,539.98       5.150332    6.328447    2           24               358       6 Month LIBOR
       3    1        108,000.00       6.095000    6.500000    2           24               358       6 Month LIBOR
       4    1        559,074.00       6.365061    6.770061    2           24               358       6 Month LIBOR
       5    1      4,869,400.00       5.645125    6.050125    2           24               358       6 Month LIBOR
       6    1      5,507,070.00       5.939896    6.344896    2           24               358       6 Month LIBOR
       7    1        219,100.00       6.095000    6.500000    4           24               356       6 Month LIBOR
       8    1      2,113,600.00       5.601056    6.006056    3           24               357       6 Month LIBOR
       9    1     54,854,325.19       4.268856    4.673856    4           36               356       1 Year LIBOR 
      10    1        440,499.99       4.225000    5.690000    2           36               358       6 Month LIBOR
      11    1        324,499.99       5.220000    5.625000    7           36               353       6 Month LIBOR
      12    1        839,200.00       5.526244    5.931244    3           36               357       6 Month LIBOR
      13    1        369,000.00       7.095000    7.500000    2           36               358       6 Month LIBOR
      14    1      1,221,500.00       4.751212    5.156212    3           36               357       6 Month LIBOR
      15    1      1,166,400.00       4.662970    5.067970    3           36               357       1 Year LIBOR 
      16    1        731,250.00       4.272356    5.027735    3           36               357       6 Month LIBOR
      17    1        184,500.00       4.595000    5.000000    3           36               357       6 Month LIBOR
      18    1      1,093,500.00       5.444931    5.849931    0           60               360       6 Month LIBOR
      19    1        476,000.00       4.845000    5.250000    1           60               359       6 Month LIBOR
      20    1        943,700.00       5.944873    7.004173    1           60               359       6 Month LIBOR
      21    1     30,550,325.00       4.862636    5.432114    1           60               359       6 Month LIBOR
      22    1      2,750,750.00       4.819890    5.253924    1           60               359       6 Month LIBOR
      23    1        510,325.00       6.220255    7.401581    1           60               359       6 Month LIBOR
      24    1      1,269,600.00       5.572236    6.074905    0           60               360       6 Month LIBOR
      25    1      1,643,100.00       4.556703    4.961703    1           60               359       6 Month LIBOR
      26    1        370,150.00       6.018272    6.835405    0           60               360       6 Month LIBOR
      27    1        356,800.00       4.995000    5.400000    2           60               358       6 Month LIBOR
      28    1        113,920.00       4.845000    5.250000    1           60               359       6 Month LIBOR
      29    1    114,913,393.00       5.180512    5.916965    1           60               359       6 Month LIBOR
      30    1     27,855,926.00       5.245575    5.711649    0           60               360       6 Month LIBOR
      31    1        415,833.00       5.595000    6.000000    1           60               359       6 Month LIBOR
      32    1      2,255,982.00       6.060802    6.601362    1           60               359       6 Month LIBOR
      33    1      4,060,900.00       4.934540    5.339540    0           60               360       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
      34    1        157,500.00       4.230000    5.625000    2           60               358       6 Month LIBOR
      35    1        269,239.00       4.950000    6.125000    1           60               359       6 Month LIBOR
      36    1      6,193,750.00       5.708467    6.294902    1           60               359       6 Month LIBOR
      37    1        881,250.00       5.666106    6.071106    1           60               359       6 Month LIBOR
      38    1     35,499,870.00       5.348524    5.900971    1           60               359       6 Month LIBOR
      39    1        358,400.00       5.095000    5.500000    2           60               358       1 Year LIBOR 
      40    1      1,111,450.00       5.380826    5.785826    0           60               360       6 Month LIBOR
      41    1        407,840.00       4.928543    5.333543    1           60               359       6 Month LIBOR
      42    1     14,097,953.00       5.005619    5.471515    1           60               359       6 Month LIBOR
      43    1      1,677,900.00       6.014112    6.568866    1           60               359       6 Month LIBOR
      44    1        449,500.00       4.780512    5.185512    0           60               360       6 Month LIBOR
      45    1      4,077,002.00       5.129644    5.560648    1           60               359       6 Month LIBOR
      46    1      3,696,800.00       4.774037    5.179037    0           60               360       6 Month LIBOR
      47    1        453,992.00       4.839634    5.244634    1           60               359       6 Month LIBOR
      48    1      3,468,737.82       4.549140    5.494853    2           60               358       6 Month LIBOR
      49    1      1,194,650.00       5.159881    5.730434    2           60               358       6 Month LIBOR
      50    1        154,760.00       4.795000    5.200000    1           60               359       6 Month LIBOR
      51    1        262,710.00       5.866121    6.742378    2           60               358       6 Month LIBOR
      52    1     22,926,873.00       4.933699    5.426853    1           60               359       6 Month LIBOR
      53    1     10,664,500.00       5.198549    5.603549    1           60               359       6 Month LIBOR
      54    1        389,150.00       4.929126    5.639471    1           60               359       6 Month LIBOR
      55    1      2,808,050.00       5.463032    6.204946    0           60               360       6 Month LIBOR
      56    1     10,515,757.00       5.269668    5.802523    1           60               359       6 Month LIBOR
      57    1        494,750.00       4.370455    4.775455    0           60               360       1 Year LIBOR 
      58    1        316,000.00       5.095000    5.500000    0           60               360       1 Year LIBOR 
      59    1        349,600.00       5.095000    5.500000    0           60               360       1 Year LIBOR 
      60    1        490,000.00       4.345000    4.750000    0           60               360       1 Year LIBOR 
      61    1        342,400.00       6.095000    6.500000    0           60               360       1 Year LIBOR 
      62    1        956,200.00       3.504616    3.909616    0           60               360       1 Month LIBOR
      63    1        524,000.00       3.720000    4.125000    1           60               359       1 Month LIBOR
      64    1        457,500.00       4.345000    4.750000    0           60               360       1 Month LIBOR
      65    1        540,000.00       3.845000    4.250000    0           60               360       1 Month LIBOR
      66    1        335,700.00       4.000094    4.779491    0           60               360       1 Month LIBOR
      67    1        420,000.00       3.095000    3.500000    1           60               359       1 Month LIBOR
      68    1        787,500.00       2.807302    3.212302    1           60               359       1 Month LIBOR
      69    1        559,200.00       5.345000    5.750000    0           60               360       3 Month LIBOR
      70    1        365,500.00       4.595000    5.000000    0           60               360       3 Month LIBOR
      71    1        365,000.00       2.720000    3.125000    0           60               360       3 Month LIBOR
      72    1        604,000.00       4.720000    5.125000    1           60               359       3 Month LIBOR
      73    1        519,200.00       4.345000    4.750000    1           60               359       3 Month LIBOR
      74    1      3,477,900.00       4.418295    4.823295    1           60               359       6 Month LIBOR
      75    1      1,973,850.00       4.244546    4.649546    1           60               359       6 Month LIBOR
      76    1     14,613,230.00       4.447856    5.036444    1           60               359       6 Month LIBOR
      77    1      2,670,650.00       4.650124    5.254765    0           60               360       6 Month LIBOR
      78    1         81,000.00       5.345000    5.750000    3           60               357       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
      79    1      6,774,550.00       4.711847    5.116847    1           60               359       6 Month LIBOR
      80    1      5,182,741.00       4.739413    5.306322    0           60               360       6 Month LIBOR
      81    1        714,000.00       4.132990    4.537990    0           60               360       6 Month LIBOR
      82    1      2,623,753.00       4.487805    4.993157    0           60               360       6 Month LIBOR
      83    1      7,654,305.00       4.740357    5.195323    1           60               359       6 Month LIBOR
      84    1        129,500.00       4.345000    4.750000    0           60               360       6 Month LIBOR
      85    1        649,500.00       5.123521    6.178406    1           60               359       6 Month LIBOR
      86    1     16,780,488.00       4.888493    5.437883    1           60               359       6 Month LIBOR
      87    1        959,500.00       6.086589    7.183585    0           60               360       6 Month LIBOR
      88    1        624,000.00       5.970000    6.375000    1           60               359       6 Month LIBOR
      89    1     28,117,426.00       4.705164    5.212993    1           60               359       6 Month LIBOR
      90    1        956,000.00       6.595000    7.000000    2           60               358       1 Year LIBOR 
      91    1      1,000,000.00       5.720000    6.125000    2           60               358       1 Year LIBOR 
      92    1      2,859,200.00       5.450904    5.855904    2           60               358       1 Year LIBOR 
      93    1      3,790,292.00       5.341966    5.746966    0           60               360       6 Month LIBOR
      94    1        130,000.00       5.595000    6.000000    2           60               358       6 Month LIBOR
      95    1      3,661,233.00       5.341226    5.746226    1           60               359       6 Month LIBOR
      96    1      1,174,400.00       5.360295    5.765295    1           60               359       6 Month LIBOR
      97    1        650,000.00       5.720000    6.125000    2           60               358       6 Month LIBOR
      98    1      3,568,840.00       5.181306    5.586306    1           60               359       6 Month LIBOR
      99    1      1,422,880.00       5.183528    5.588528    3           60               357       6 Month LIBOR
     100    1      1,417,097.00       5.511096    5.916096    1           60               359       6 Month LIBOR
     101    1     12,232,720.00       5.492591    5.897591    1           60               359       6 Month LIBOR
     102    1      6,246,650.00       5.544356    5.962085    1           60               359       6 Month LIBOR
     103    1        258,750.00       6.095000    6.500000    0           60               360       6 Month LIBOR
     104    1        375,000.00       5.220000    5.625000    4           60               356       6 Month LIBOR
     105    1      1,042,000.00       4.734036    5.139036    4           60               356       6 Month LIBOR
     106    1     21,240,190.00       4.956227    5.409573    1           60               359       6 Month LIBOR
     107    1        442,500.00       6.470000    6.875000    0           60               360       6 Month LIBOR
     108    1        896,050.00       5.644236    6.616751    3           60               357       6 Month LIBOR
     109    1      1,052,950.00       5.416554    5.821554    1           60               359       6 Month LIBOR
     110    1        796,650.00       5.885992    6.290992    1           60               359       6 Month LIBOR
     111    1        284,900.00       4.095000    4.500000    1           60               359       6 Month LIBOR
     112    1     93,126,564.00       5.282685    5.939050    2           60               358       6 Month LIBOR
     113    1     15,984,109.00       5.052331    5.512390    1           60               359       6 Month LIBOR
     114    1        194,500.00       4.952134    5.357134    0           60               360       6 Month LIBOR
     115    1        118,384.00       4.920000    5.325000    2           60               358       6 Month LIBOR
     116    1        188,800.00       4.970000    5.375000    2           60               358       6 Month LIBOR
     117    1      3,225,750.00       4.979986    5.384986    1           60               359       6 Month LIBOR
     118    1      1,636,650.00       4.874332    5.279332    0           60               360       6 Month LIBOR
     119    1      5,302,480.00       5.325737    5.740378    1           60               359       6 Month LIBOR
     120    1        484,800.00       5.095000    5.500000    1           60               359       6 Month LIBOR
     121    1     27,907,229.00       5.420378    5.922194    1           60               359       6 Month LIBOR
     122    1      5,527,115.00       5.065209    5.543728    1           60               359       6 Month LIBOR
     123    1      1,311,500.00       4.809068    5.214068    1           60               359       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     124    1        277,500.00       5.913243    6.318243    2           60               358       6 Month LIBOR
     125    1      2,126,450.00       5.033236    5.438236    1           60               359       6 Month LIBOR
     126    1        911,650.00       5.214303    5.619303    1           60               359       6 Month LIBOR
     127    1        732,000.00       4.970000    5.375000    1           60               359       6 Month LIBOR
     128    1      6,347,175.00       5.168730    5.573730    1           60               359       6 Month LIBOR
     129    1      4,373,424.00       5.462543    5.894715    1           60               359       6 Month LIBOR
     130    1      1,315,750.00       4.586744    4.991744    2           60               358       6 Month LIBOR
     131    1      9,826,400.00       5.060950    5.465950    1           60               359       6 Month LIBOR
     132    1        376,000.00       5.095000    5.500000    1           60               359       1 Year LIBOR 
     133    1      2,282,242.00       4.300818    4.753490    1           60               359       1 Year LIBOR 
     134    1        100,000.00       3.595000    4.000000    1           60               359       1 Year LIBOR 
     135    1         75,000.00       4.220000    4.625000    1           60               359       1 Year LIBOR 
     136    1        400,000.00       5.470000    5.875000    0           60               360       1 Year LIBOR 
     137    1        234,800.00       5.345000    5.750000    1           60               359       1 Year LIBOR 
     138    1        452,000.00       4.720000    5.125000    0           60               360       1 Year LIBOR 
     139    1        754,800.00       5.895146    6.300146    1           60               359       1 Year LIBOR 
     140    1        264,000.00       4.220000    4.625000    2           60               358       1 Month LIBOR
     141    1        356,000.00       5.970000    6.375000    1           60               359       1 Month LIBOR
     142    1        388,500.00       3.095000    3.500000    0           60               360       1 Month LIBOR
     143    1      1,615,449.00       4.921343    5.786015    1           60               359       1 Month LIBOR
     144    1      1,456,000.00       4.660591    5.065591    1           60               359       1 Month LIBOR
     145    1        399,000.00       4.345000    4.750000    0           60               360       3 Month LIBOR
     146    1        427,100.00       6.642062    7.047062    1           60               359       3 Month LIBOR
     147    1        861,300.00       4.478969    4.883969    1           60               359       3 Month LIBOR
     148    1        735,600.00       4.509579    4.914579    2           60               358       6 Month LIBOR
     149    1     10,383,265.00       4.888964    5.527761    1           60               359       6 Month LIBOR
     150    1         70,200.00       7.105000    8.750000    0           60               360       6 Month LIBOR
     151    1        229,500.00       3.470000    3.875000    1           60               359       6 Month LIBOR
     152    1      5,151,170.00       4.590560    5.043573    1           60               359       6 Month LIBOR
     153    1      1,705,502.00       5.143815    5.548815    1           60               359       6 Month LIBOR
     154    1         72,000.00       5.095000    5.500000    1           60               359       6 Month LIBOR
     155    1      3,444,800.00       4.813177    5.236400    2           60               358       6 Month LIBOR
     156    1      1,662,150.00       4.498226    4.940533    1           60               359       6 Month LIBOR
     157    1      1,248,600.00       5.856403    6.261403    1           60               359       6 Month LIBOR
     158    1     10,817,657.00       4.958884    5.395359    1           60               359       6 Month LIBOR
     159    1      2,972,400.00       5.160019    5.565019    1           60               359       6 Month LIBOR
     160    1      1,312,800.00       3.526939    3.931939    1           60               359       6 Month LIBOR
     161    1     13,230,515.00       5.012147    5.471591    1           60               359       6 Month LIBOR
     162    1      3,091,000.00       5.313052    5.718052    1           60               359       6 Month LIBOR
     163    1        297,500.00       4.970000    5.375000    1           60               359       6 Month LIBOR
     164    1        167,650.00       5.220000    5.625000    2           60               358       6 Month LIBOR
     165    1        292,400.00       6.076703    6.481703    2           60               358       6 Month LIBOR
     166    1      1,691,600.00       5.312161    5.717161    1           60               359       6 Month LIBOR
     167    1        580,965.00       5.345000    5.750000    1           60               359       6 Month LIBOR
     168    1      3,624,200.00       5.400243    5.805243    1           60               359       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     169    1        968,400.00       6.374474    7.076370    2           60               358       6 Month LIBOR
     170    1        152,000.00       5.470000    5.875000    2           60               358       6 Month LIBOR
     171    1      1,346,000.00       5.826575    6.231575    0           60               360       6 Month LIBOR
     172    1      6,124,070.00       5.349385    5.754385    1           60               359       6 Month LIBOR
     173    1      6,312,456.00       5.194771    5.599771    2           60               358       6 Month LIBOR
     174    1      1,003,000.00       5.063470    5.468470    1           60               359       6 Month LIBOR
     175    1      4,000,000.00       4.595000    5.000000    3           120              357       6 Month LIBOR
     176    1        900,000.00       5.345000    5.750000    2           120              358       6 Month LIBOR
     177    1      1,716,250.00       4.919251    6.274369    2           120              358       6 Month LIBOR
     178    1        819,500.00       4.659140    5.064140    1           120              359       6 Month LIBOR
     179    1      4,065,412.82       4.233150    6.211327    2           120              358       6 Month LIBOR
     180    1      3,435,400.00       5.139510    5.544510    1           120              359       6 Month LIBOR
     181    1        572,405.47       3.805983    5.720252    2           120              358       6 Month LIBOR
     182    1        157,500.00       4.845000    5.250000    1           120              359       6 Month LIBOR
     183    1      1,851,016.00       5.295821    6.989614    2           120              358       6 Month LIBOR
     184    1        612,000.00       3.470000    3.875000    4           120              356       1 Year LIBOR 
     185    1        336,000.00       5.585000    5.990000    0           120              360       6 Month LIBOR
     186    1        822,000.00       5.147311    5.552311    0           120              360       6 Month LIBOR
     187    1      3,287,800.00       4.854588    5.259588    1           120              359       6 Month LIBOR
     188    1      1,512,950.00       4.224548    4.629548    1           120              359       1 Month LIBOR
     189    1        448,000.00       3.585000    3.990000    1           120              359       1 Month LIBOR
     190    1      1,156,550.00       3.751876    4.156876    1           120              359       1 Month LIBOR
     191    1        490,000.00       4.095000    4.500000    1           120              359       1 Month LIBOR
     192    1         88,350.00       4.095000    4.500000    1           120              359       6 Month LIBOR
     193    1      3,501,900.00       4.376869    4.781869    1           120              359       6 Month LIBOR
     194    1        652,000.00       5.017546    5.422546    1           120              359       6 Month LIBOR
     195    1      1,108,000.00       5.537708    5.942708    1           120              359       6 Month LIBOR
     196    1      1,520,200.00       4.451212    4.856212    1           120              359       6 Month LIBOR
     197    1      1,004,000.00       4.246355    4.651355    1           120              359       6 Month LIBOR
     198    1      2,574,200.00       4.330607    4.735607    0           120              360       6 Month LIBOR
     199    1        102,000.00       6.585000    6.990000    1           120              359       6 Month LIBOR
     200    1         91,000.00       6.095000    6.500000    0           120              360       6 Month LIBOR
     201    1      3,636,250.00       6.296460    6.724832    1           120              359       6 Month LIBOR
     202    1      1,000,000.00       5.585000    5.990000    1           120              359       6 Month LIBOR
     203    1      1,500,000.00       6.345000    6.750000    1           120              359       6 Month LIBOR
     204    1        770,000.00       5.845000    6.250000    1           120              359       6 Month LIBOR
     205    1      3,160,621.44       5.678893    6.083893   21           120              339       6 Month LIBOR
     206    1        500,000.00       4.345000    4.750000   12           120              348       6 Month LIBOR
     207    1        584,800.00       4.773523    5.178523    1           120              359       6 Month LIBOR
     208    1        640,800.00       5.913352    6.318352    2           120              358       6 Month LIBOR
     209    1        257,114.00       6.095000    6.500000    2           120              358       6 Month LIBOR
     210    1      2,025,765.00       5.114567    5.519567    2           120              358       6 Month LIBOR
     211    1      1,766,746.00       4.830983    5.235983    3           120              357       6 Month LIBOR
     212    1        554,800.00       5.694766    6.099766    1           120              359       6 Month LIBOR
     213    1        571,550.00       4.884421    5.289421    1           120              359       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     214    1        195,000.00       4.595000    5.000000    2           120              358       6 Month LIBOR
     215    1      1,233,913.00       5.440101    5.845101    2           120              358       6 Month LIBOR
     216    1        728,840.00       4.703878    5.108878    2           120              358       6 Month LIBOR
     217    1        234,400.00       7.095000    7.500000    3           120              357       6 Month LIBOR
     218    1      6,816,000.00       4.591295    4.996295    1           120              359       6 Month LIBOR
     219    1        431,200.00       3.845000    4.250000    2           120              358       6 Month LIBOR
     220    1        518,000.00       2.845000    3.250000    3           120              357       6 Month LIBOR
     221    1      3,078,550.00       4.141660    4.546660    1           120              359       6 Month LIBOR
     222    1        700,000.00       6.095000    6.500000    1           120              359       1 Year LIBOR 
     223    1        350,000.00       7.095000    7.500000    3           120              357       1 Year LIBOR 
     224    1        330,000.00       5.345000    5.750000    2           120              358       6 Month LIBOR
     225    1        166,240.00       6.095000    6.500000    3           120              357       6 Month LIBOR
     226    1        676,250.00       4.819353    5.224353    2           120              358       6 Month LIBOR
     227    1        342,700.00       4.993818    5.398818    2           120              358       6 Month LIBOR
     228    1      2,645,141.00       5.313952    5.718952    3           120              357       6 Month LIBOR
     229    1        240,000.00       4.595000    5.000000    5           120              355       6 Month LIBOR
     230    1      2,583,715.00       4.853482    5.258482    2           120              358       6 Month LIBOR
     231    1        111,885.81       5.470000    5.875000    1           N/A              359       6 Month LIBOR
     232    1        445,237.01       4.419657    6.120350    2           N/A              358       6 Month LIBOR
     233    1      1,282,363.06       5.303005    5.708005    1           N/A              359       6 Month LIBOR
     234    1      5,119,972.38       5.217424    5.715458    1           N/A              359       6 Month LIBOR
     235    1        812,315.03       5.066193    5.471193    1           N/A              359       6 Month LIBOR
     236    1      1,037,326.48       5.914272    6.574312    2           N/A              358       6 Month LIBOR
     237    1        191,751.07       6.017010    7.277295    1           N/A              359       6 Month LIBOR
     238    1        600,855.46       6.008013    6.413013    1           N/A              359       6 Month LIBOR
     239    1        190,642.05       6.545000    6.950000    1           N/A              359       6 Month LIBOR
     240    1        629,657.59       6.026287    6.873478    0           N/A              360       6 Month LIBOR
     241    1        166,000.00       5.845000    6.250000    0           N/A              360       6 Month LIBOR
     242    1        115,878.89       5.345000    5.750000    1           N/A              359       6 Month LIBOR
     243    1     25,259,009.20       5.489963    6.317292    1           N/A              359       6 Month LIBOR
     244    1      7,989,988.80       5.609596    6.118053    1           N/A              359       6 Month LIBOR
     245    1        166,330.25       5.470000    5.875000    1           N/A              359       6 Month LIBOR
     246    1         96,750.00       6.970000    7.375000    0           N/A              360       6 Month LIBOR
     247    1        128,000.00       7.220000    7.625000    0           N/A              360       6 Month LIBOR
     248    1      1,496,969.46       6.014917    6.806574    1           N/A              359       6 Month LIBOR
     249    1      1,019,043.04       5.030342    5.640747    1           N/A              359       6 Month LIBOR
     250    1         99,419.43       6.095000    6.500000    2           N/A              358       6 Month LIBOR
     251    1        368,502.76       6.301075    6.706075    0           N/A              360       6 Month LIBOR
     252    1      6,229,519.85       6.808354    7.251203    1           N/A              359       6 Month LIBOR
     253    1         66,390.44       4.995000    6.990000    2           N/A              358       6 Month LIBOR
     254    1     26,892,527.98       5.818283    6.504788    1           N/A              359       6 Month LIBOR
     255    1        382,544.84       4.345000    4.750000    3           N/A              357       1 Year LIBOR 
     256    1     22,725,873.01       3.965693    4.370693    4           N/A              356       1 Year LIBOR 
     257    1        274,690.40       4.945000    5.350000    1           N/A              359       6 Month LIBOR
     258    1        130,113.91       5.095000    5.500000    2           N/A              358       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     259    1      2,182,423.82       4.986350    5.499016    1           N/A              359       6 Month LIBOR
     260    1        437,279.70       4.548560    5.227705    1           N/A              359       6 Month LIBOR
     261    1      1,832,796.20       4.702060    5.173224    1           N/A              359       6 Month LIBOR
     262    1        236,056.34       6.595000    7.000000    1           N/A              359       6 Month LIBOR
     263    1        107,200.00       5.585000    5.990000    0           N/A              360       6 Month LIBOR
     264    1        100,694.76       5.345000    5.750000    1           N/A              359       6 Month LIBOR
     265    1        106,177.30       5.345000    5.750000    2           N/A              358       6 Month LIBOR
     266    1         77,276.60       5.845000    6.250000    1           N/A              359       6 Month LIBOR
     267    1      2,256,832.52       5.039330    5.444330    0           N/A              360       6 Month LIBOR
     268    1         73,710.00       6.845000    7.250000    0           N/A              360       6 Month LIBOR
     269    1      3,773,591.84       5.189848    5.726528    1           N/A              359       6 Month LIBOR
     270    1      1,938,013.98       5.196911    5.784683    1           N/A              359       6 Month LIBOR
     271    1      1,086,833.80       4.883513    5.615717    1           N/A              359       6 Month LIBOR
     272    1        404,177.80       5.586430    5.991430    2           N/A              358       6 Month LIBOR
     273    1        740,678.17       6.874691    7.279691    0           N/A              360       6 Month LIBOR
     274    1        387,313.44       5.246873    5.651873    1           N/A              359       6 Month LIBOR
     275    1     14,090,396.97       5.459086    5.963957    1           N/A              359       6 Month LIBOR
     276    1      1,636,918.99       5.058467    5.463467    1           N/A              359       6 Month LIBOR
     277    1      2,072,456.65       5.909708    6.314708    1           N/A              359       6 Month LIBOR
     278    1     10,773,360.57       5.438063    5.929382    2           N/A              358       6 Month LIBOR
     279    1        471,500.50       5.803011    6.537224    0           N/A              360       1 Year LIBOR 
     280    1        189,000.00       2.845000    3.250000    0           N/A              360       1 Month LIBOR
     281    1        391,500.00       4.095000    4.500000    0           N/A              360       1 Month LIBOR
     282    1        103,500.00       6.875000    8.500000    0           N/A              360       1 Month LIBOR
     283    1      1,196,923.70       3.653975    4.111863    1           N/A              359       1 Month LIBOR
     284    1        545,873.96       4.980163    5.385163    1           N/A              359       6 Month LIBOR
     285    1        118,750.00       6.595000    7.000000    0           N/A              360       6 Month LIBOR
     286    1        783,788.89       3.663105    4.068105    2           N/A              358       6 Month LIBOR
     287    1      2,690,928.30       4.671004    5.170365    0           N/A              360       6 Month LIBOR
     288    1      1,371,695.01       5.821263    6.580661    1           N/A              359       6 Month LIBOR
     289    1        382,500.00       5.470000    5.875000    0           N/A              360       6 Month LIBOR
     290    1        859,404.66       5.150196    6.430865    1           N/A              359       6 Month LIBOR
     291    1        324,000.00       4.720000    5.125000    0           N/A              360       6 Month LIBOR
     292    1        601,616.87       4.516688    4.921688    1           N/A              359       6 Month LIBOR
     293    1        539,429.05       6.527449    7.673232    1           N/A              359       6 Month LIBOR
     294    1      3,838,480.32       5.551201    6.050422    1           N/A              359       6 Month LIBOR
     295    1      9,436,035.64       4.719578    5.277499    2           N/A              358       6 Month LIBOR
     296    1        583,796.74       6.293139    6.698139    1           N/A              359       6 Month LIBOR
     297    1        419,989.72       5.470000    5.875000    2           N/A              358       6 Month LIBOR
     298    1        832,621.47       5.552094    6.579014    1           N/A              359       6 Month LIBOR
     299    1        217,500.00       5.720000    6.125000    0           N/A              360       6 Month LIBOR
     300    1        850,633.70       5.037901    5.524540    1           N/A              359       6 Month LIBOR
     301    1        789,792.95       5.878129    6.283129    0           N/A              360       6 Month LIBOR
     302    1        110,720.00       5.470000    5.875000    0           N/A              360       6 Month LIBOR
     303    1      1,246,029.76       6.100957    6.505957    1           N/A              359       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     304    1      2,726,074.39       5.407725    5.812725    1           N/A              359       6 Month LIBOR
     305    1      2,740,371.72       5.387600    5.792600    2           N/A              358       6 Month LIBOR
     306    1        140,000.00       5.470000    5.875000    0           N/A              360       6 Month LIBOR
     307    1        447,574.92       5.845000    6.250000    1           N/A              359       6 Month LIBOR
     308    1        316,745.66       4.970000    5.375000   10           N/A              350       6 Month LIBOR
     309    1        945,218.82       4.247942    4.652942    4           N/A              356       6 Month LIBOR
     310    1        189,669.38       7.470000    7.875000    1           N/A              359       6 Month LIBOR
     311    1      7,701,381.90       4.475893    4.916197    4           N/A              356       6 Month LIBOR
     312    1        307,000.00       8.095000    8.500000    0           N/A              360       6 Month LIBOR
     313    1      7,131,879.62       4.843399    5.310619    3           N/A              357       6 Month LIBOR
     314    1        239,448.22       4.845000    5.250000    2           N/A              358       6 Month LIBOR
     315    1      4,422,352.98       5.054308    5.482975    3           N/A              357       6 Month LIBOR
     316    1      7,862,821.30       4.869547    5.274547    4           N/A              356       6 Month LIBOR
     317    1        465,114.94       6.470000    6.875000    2           N/A              358       6 Month LIBOR
     318    1      3,551,361.09       4.792182    5.197182    3           N/A              357       6 Month LIBOR
     319    1      5,775,031.82       4.415492    4.820492    4           N/A              356       6 Month LIBOR
     320    1        577,453.13       7.644252    8.719488    0           N/A              360       6 Month LIBOR
     321    1      2,449,098.86       5.144083    5.549083    3           N/A              357       6 Month LIBOR
     322    1    107,004,738.60       4.735084    5.172913    3           N/A              357       6 Month LIBOR
     323    1     10,545,768.54       6.033974    6.530301    2           N/A              358       6 Month LIBOR
     324    1        159,131.33       4.830817    5.235817    2           N/A              358       6 Month LIBOR
     325    1        154,576.29       6.010000    7.125000    1           N/A              359       6 Month LIBOR
     326    1      1,313,810.35       6.161584    6.566584    1           N/A              359       6 Month LIBOR
     327    1        409,815.40       4.736000    5.141000    2           N/A              358       6 Month LIBOR
     328    1        856,494.87       6.358226    7.324828    1           N/A              359       6 Month LIBOR
     329    1      1,514,112.68       6.625585    7.257650    1           N/A              359       6 Month LIBOR
     330    1      1,202,476.94       5.191326    5.596326    4           N/A              356       6 Month LIBOR
     331    1    159,390,010.30       4.935227    5.354734    4           N/A              356       6 Month LIBOR
     332    1        335,694.53       5.285645    5.690645    3           N/A              357       6 Month LIBOR
     333    1        183,289.38       5.795000    6.200000    4           N/A              356       6 Month LIBOR
     334    1      2,544,096.14       5.223929    5.670887    2           N/A              358       6 Month LIBOR
     335    1      4,121,307.62       4.489508    4.894508    4           N/A              356       6 Month LIBOR
     336    1      7,165,762.24       4.807269    5.271190    3           N/A              357       6 Month LIBOR
     337    1        918,618.68       4.446268    4.851268    4           N/A              356       6 Month LIBOR
     338    1      2,525,191.47       4.481612    4.886612    4           N/A              356       6 Month LIBOR
     339    1        631,486.81       5.095000    5.500000    4           N/A              356       6 Month LIBOR
     340    1      1,235,623.41       4.111115    4.516115    4           N/A              356       6 Month LIBOR
     341    1     24,919,044.79       4.329895    4.734895    4           N/A              356       6 Month LIBOR
     342    1        230,978.86       6.183749    6.588749    3           N/A              357       6 Month LIBOR
     343    1      4,733,851.96       4.633816    5.098566    3           N/A              357       6 Month LIBOR
     344    1        223,342.26       7.345000    7.750000    1           N/A              359       6 Month LIBOR
     345    1      5,063,921.45       5.129367    5.574051    3           N/A              357       6 Month LIBOR
     346    1      2,685,762.77       4.785713    5.190713    3           N/A              357       6 Month LIBOR
     347    1      6,776,085.42       4.013745    4.418745    4           N/A              356       6 Month LIBOR
     348    1        647,100.79       4.785238    5.275506    3           N/A              357       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     349    1     68,866,965.59       4.780767    5.221954    3           N/A              357       6 Month LIBOR
     350    1      1,290,160.42       5.956624    6.361624    1           N/A              359       6 Month LIBOR
     351    1        159,672.94       5.470000    5.875000    2           N/A              358       6 Month LIBOR
     352    1      1,188,659.40       4.877669    5.282669    3           N/A              357       6 Month LIBOR
     353    1     61,491,208.58       4.923034    5.333481    4           N/A              356       6 Month LIBOR
     354    1        551,283.90       7.220393    7.625393    1           N/A              359       1 Year LIBOR 
     355    1        530,326.61       5.091330    5.905968    1           N/A              359       1 Year LIBOR 
     356    1        714,246.10       4.896605    6.377076    0           N/A              360       1 Month LIBOR
     357    1      1,097,161.39       5.712469    6.478832    2           N/A              358       6 Month LIBOR
     358    1        107,445.09       4.670000    5.875000    4           N/A              356       6 Month LIBOR
     359    1        526,063.45       5.564267    5.969267    2           N/A              358       6 Month LIBOR
     360    1         98,129.19       4.470000    4.875000    1           N/A              359       6 Month LIBOR
     361    1        527,904.13       5.811423    6.382489    1           N/A              359       6 Month LIBOR
     362    1        136,620.00       4.720000    5.125000    0           N/A              360       6 Month LIBOR
     363    1      2,237,444.44       6.342275    7.032086    2           N/A              358       6 Month LIBOR
     364    1      3,840,002.57       5.697250    6.325202    1           N/A              359       6 Month LIBOR
     365    1      1,307,282.66       6.037624    6.488113    1           N/A              359       1 Year LIBOR 
     366    1      1,048,873.15       5.202150    5.607150    1           N/A              359       6 Month LIBOR
     367    1        505,332.95       5.677784    6.082784    1           N/A              359       6 Month LIBOR
     368    1      1,866,793.30       5.594983    5.999983    1           N/A              359       6 Month LIBOR
     369    1        680,153.25       5.660801    6.065801    1           N/A              359       6 Month LIBOR
     370    1        136,794.39       4.720000    5.125000    3           N/A              357       6 Month LIBOR
     371    1        365,515.33       6.309316    6.714316    2           N/A              358       6 Month LIBOR
     372    1      2,193,555.06       5.974420    6.379420    1           N/A              359       6 Month LIBOR
     373    1        115,757.20       5.345000    5.750000    2           N/A              358       6 Month LIBOR
     374    1      3,982,991.01       5.316505    5.721505    2           N/A              358       6 Month LIBOR
     375    1        206,931.10       5.220000    5.625000    3           N/A              357       6 Month LIBOR
     376    2        288,000.00       5.845000    6.250000    4            6               356       6 Month LIBOR
     377    2        895,249.99       4.779365    6.485482    2           24               358       6 Month LIBOR
     378    2        205,600.00       6.470000    6.875000    2           24               358       6 Month LIBOR
     379    2      1,706,900.00       5.523357    5.928357    2           24               358       6 Month LIBOR
     380    2      1,666,240.00       6.445947    6.850947    2           24               358       6 Month LIBOR
     381    2        320,000.00       5.470000    5.875000    2           24               358       6 Month LIBOR
     382    2        476,000.00       4.095000    4.500000    7           36               353       1 Year LIBOR 
     383    2        614,500.00       5.779093    6.184093    2           36               358       6 Month LIBOR
     384    2        238,000.00       6.170000    6.575000    2           36               358       1 Year LIBOR 
     385    2        451,200.00       4.702801    5.107801    2           36               358       1 Year LIBOR 
     386    2        717,000.00       5.155418    5.560418    2           36               358       6 Month LIBOR
     387    2        126,900.00       4.465000    6.000000    2           36               358       6 Month LIBOR
     388    2        416,000.00       4.984423    5.389423    0           60               360       6 Month LIBOR
     389    2        196,000.00       6.095000    6.500000    0           60               360       6 Month LIBOR
     390    2        352,650.00       7.010355    7.415355    0           60               360       6 Month LIBOR
     391    2     11,970,872.00       4.735234    5.183300    1           60               359       6 Month LIBOR
     392    2        247,200.00       5.345000    5.750000    0           60               360       6 Month LIBOR
     393    2        200,000.00       6.345000    6.750000    2           60               358       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     394    2        219,600.00       7.200000    8.375000    1           60               359       6 Month LIBOR
     395    2        524,642.00       5.146402    6.068225    1           60               359       6 Month LIBOR
     396    2        131,000.00       4.470000    4.875000    1           60               359       6 Month LIBOR
     397    2        220,000.00       5.595000    6.000000    1           60               359       6 Month LIBOR
     398    2        242,000.00       7.220000    7.625000    1           60               359       6 Month LIBOR
     399    2     41,011,599.00       5.194035    5.735172    1           60               359       6 Month LIBOR
     400    2     13,846,830.00       5.153684    5.618741    0           60               360       6 Month LIBOR
     401    2        266,000.00       5.535000    6.750000    1           60               359       6 Month LIBOR
     402    2        521,700.00       4.731101    5.503427    1           60               359       6 Month LIBOR
     403    2      1,479,300.00       5.666167    6.225656    1           60               359       6 Month LIBOR
     404    2        698,800.00       5.079402    5.484402    0           60               360       6 Month LIBOR
     405    2     14,946,502.00       5.219071    5.782076    1           60               359       6 Month LIBOR
     406    2        320,000.00       4.470000    4.875000    2           60               358       1 Year LIBOR 
     407    2        641,100.00       5.304387    6.205545    2           60               358       6 Month LIBOR
     408    2        582,400.00       4.688613    5.093613    2           60               358       6 Month LIBOR
     409    2        188,000.00       4.995000    5.400000    1           60               359       6 Month LIBOR
     410    2      4,494,959.00       4.875463    5.310961    1           60               359       6 Month LIBOR
     411    2        310,000.00       5.345000    5.750000    1           60               359       6 Month LIBOR
     412    2        248,000.00       5.344194    5.749194    1           60               359       6 Month LIBOR
     413    2        142,373.00       4.245000    4.650000    1           60               359       6 Month LIBOR
     414    2      4,010,050.00       4.724652    5.172757    1           60               359       6 Month LIBOR
     415    2        877,300.00       4.497114    4.902114    0           60               360       6 Month LIBOR
     416    2        136,000.00       5.145000    5.550000    1           60               359       6 Month LIBOR
     417    2        959,700.00       4.202951    4.856466    1           60               359       6 Month LIBOR
     418    2        136,570.00       4.845000    5.250000    1           60               359       6 Month LIBOR
     419    2        279,000.00       4.695000    6.100000    2           60               358       6 Month LIBOR
     420    2        184,500.00       6.285000    7.750000    2           60               358       6 Month LIBOR
     421    2     10,955,668.00       4.630232    5.119344    1           60               359       6 Month LIBOR
     422    2      4,545,102.00       5.054821    5.477917    0           60               360       6 Month LIBOR
     423    2      5,549,966.97       5.335933    5.829182    1           60               359       6 Month LIBOR
     424    2        287,000.00       3.970000    4.375000    0           60               360       1 Year LIBOR 
     425    2        312,300.00       3.595000    4.000000    0           60               360       1 Month LIBOR
     426    2        205,000.00       3.345000    3.750000    1           60               359       1 Month LIBOR
     427    2        639,900.00       4.993343    5.398343    1           60               359       1 Month LIBOR
     428    2        258,500.00       4.470000    4.875000    0           60               360       3 Month LIBOR
     429    2        156,900.00       4.970000    5.375000    0           60               360       3 Month LIBOR
     430    2        194,400.00       5.480000    6.875000    0           60               360       3 Month LIBOR
     431    2      2,203,600.00       4.613779    5.018779    1           60               359       6 Month LIBOR
     432    2        688,000.00       4.108953    4.513953    1           60               359       6 Month LIBOR
     433    2      8,140,331.50       4.586189    5.295125    1           60               359       6 Month LIBOR
     434    2        788,200.00       5.371680    6.704358    1           60               359       6 Month LIBOR
     435    2        248,000.00       4.970000    5.375000    0           60               360       6 Month LIBOR
     436    2      1,632,100.00       4.482660    4.887660    0           60               360       6 Month LIBOR
     437    2      2,977,593.00       4.855235    5.626997    1           60               359       6 Month LIBOR
     438    2        196,000.00       4.095000    4.500000    0           60               360       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     439    2      1,979,100.00       4.288271    4.783168    0           60               360       6 Month LIBOR
     440    2      2,001,700.00       5.319110    6.042714    1           60               359       6 Month LIBOR
     441    2        915,500.00       5.498273    6.143419    0           60               360       6 Month LIBOR
     442    2     12,752,045.00       4.796501    5.362029    1           60               359       6 Month LIBOR
     443    2        681,800.00       5.345000    5.750000    1           60               359       6 Month LIBOR
     444    2      1,273,200.00       5.289206    5.694206    1           60               359       6 Month LIBOR
     445    2        598,000.00       5.316237    5.721237    1           60               359       6 Month LIBOR
     446    2        144,000.00       5.095000    5.500000    1           60               359       6 Month LIBOR
     447    2      1,257,215.00       5.619718    6.024718    1           60               359       6 Month LIBOR
     448    2        583,750.00       5.649872    6.054872    0           60               360       6 Month LIBOR
     449    2      1,534,600.00       5.609971    6.014971    0           60               360       6 Month LIBOR
     450    2        275,000.00       4.345000    4.750000    2           60               358       6 Month LIBOR
     451    2        496,600.00       5.811935    6.216935    1           60               359       6 Month LIBOR
     452    2        261,250.00       4.535000    6.630000    3           60               357       6 Month LIBOR
     453    2        569,750.00       5.004267    5.750000    1           60               359       6 Month LIBOR
     454    2      9,183,495.00       4.916279    5.385161    1           60               359       6 Month LIBOR
     455    2        240,500.00       4.845000    5.250000    1           60               359       6 Month LIBOR
     456    2        285,000.00       3.995000    5.940000    2           60               358       6 Month LIBOR
     457    2        318,040.00       6.110000    6.515000    2           60               358       6 Month LIBOR
     458    2        144,900.00       6.970000    7.375000    2           60               358       6 Month LIBOR
     459    2        307,700.00       4.850444    5.255444    1           60               359       6 Month LIBOR
     460    2     37,665,970.00       5.462113    5.931865    2           60               358       6 Month LIBOR
     461    2      9,160,792.00       5.179673    5.716417    1           60               359       6 Month LIBOR
     462    2        252,000.00       5.295000    5.700000    2           60               358       6 Month LIBOR
     463    2      1,147,930.00       5.412862    5.817862    1           60               359       6 Month LIBOR
     464    2        532,000.00       4.916429    5.321429    1           60               359       6 Month LIBOR
     465    2        418,000.00       5.630885    6.035885    1           60               359       6 Month LIBOR
     466    2     11,266,765.00       5.386736    5.815417    1           60               359       6 Month LIBOR
     467    2      3,386,690.00       4.983262    5.388262    1           60               359       6 Month LIBOR
     468    2      1,263,400.00       4.847276    5.252276    1           60               359       6 Month LIBOR
     469    2        200,000.00       4.720000    5.125000    0           60               360       6 Month LIBOR
     470    2        230,400.00       5.720000    6.125000    1           60               359       6 Month LIBOR
     471    2      3,599,191.00       5.550960    6.026264    1           60               359       6 Month LIBOR
     472    2      3,345,250.00       5.384159    5.840660    1           60               359       6 Month LIBOR
     473    2      2,637,350.00       5.073691    5.478691    1           60               359       6 Month LIBOR
     474    2        146,500.00       5.585000    5.990000    0           60               360       1 Year LIBOR 
     475    2        243,616.00       5.595000    6.000000    1           60               359       1 Year LIBOR 
     476    2        160,200.00       6.095000    6.500000    1           60               359       1 Year LIBOR 
     477    2        302,100.00       4.470000    4.875000    1           60               359       1 Year LIBOR 
     478    2        125,900.00       4.945000    7.000000    0           60               360       1 Month LIBOR
     479    2        223,000.00       4.470000    4.875000    1           60               359       1 Month LIBOR
     480    2        333,148.00       3.595000    4.000000    1           60               359       3 Month LIBOR
     481    2        420,400.00       4.905823    5.310823    1           60               359       6 Month LIBOR
     482    2        642,000.00       4.577866    4.982866    1           60               359       6 Month LIBOR
     483    2      2,612,580.00       4.377139    4.808286    1           60               359       6 Month LIBOR

                                                   S-91                                                           

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     484    2        206,500.00       4.720000    5.125000    0           60               360       6 Month LIBOR
     485    2      1,363,760.00       5.172010    5.815388    1           60               359       6 Month LIBOR
     486    2      1,568,891.00       4.571221    5.073021    2           60               358       6 Month LIBOR
     487    2      1,389,600.00       4.163836    4.643944    1           60               359       6 Month LIBOR
     488    2      1,377,200.00       4.952283    5.357283    1           60               359       6 Month LIBOR
     489    2        216,000.00       5.595000    6.000000    1           60               359       6 Month LIBOR
     490    2        269,600.00       5.845000    6.250000    2           60               358       6 Month LIBOR
     491    2        651,000.00       3.869194    4.274194    1           60               359       6 Month LIBOR
     492    2      5,386,472.00       5.203236    5.726195    1           60               359       6 Month LIBOR
     493    2      1,704,430.00       5.402241    5.807241    1           60               359       6 Month LIBOR
     494    2        329,275.00       5.511939    5.916939    1           60               359       6 Month LIBOR
     495    2        191,900.00       5.345000    5.750000    1           60               359       6 Month LIBOR
     496    2      1,745,115.00       5.386048    5.791048    1           60               359       6 Month LIBOR
     497    2        235,000.00       5.720000    6.125000    1           60               359       6 Month LIBOR
     498    2      2,433,850.00       5.501203    5.906203    2           60               358       6 Month LIBOR
     499    2        329,000.00       4.887553    5.292553    1           60               359       6 Month LIBOR
     500    2      2,778,600.00       5.634372    6.039372    1           60               359       6 Month LIBOR
     501    2        215,650.00       4.305000    6.400000    1           120              359       6 Month LIBOR
     502    2        178,400.00       6.095000    6.500000    1           120              359       6 Month LIBOR
     503    2        129,600.00       4.095000    5.990000    2           120              358       6 Month LIBOR
     504    2      2,218,077.93       5.168268    6.991579    2           120              358       6 Month LIBOR
     505    2        488,000.00       5.166721    5.571721    1           120              359       6 Month LIBOR
     506    2        185,500.00       6.095000    6.500000    0           120              360       6 Month LIBOR
     507    2        315,200.00       5.405216    7.115397    2           120              358       6 Month LIBOR
     508    2      1,056,000.00       4.578428    4.983428    0           120              360       6 Month LIBOR
     509    2        235,200.00       4.095000    4.500000    1           120              359       1 Month LIBOR
     510    2        318,500.00       4.585000    4.990000    1           120              359       1 Month LIBOR
     511    2        308,000.00       4.970000    5.375000    1           120              359       6 Month LIBOR
     512    2        224,000.00       4.470000    4.875000    1           120              359       6 Month LIBOR
     513    2        283,450.00       5.585000    5.990000    0           120              360       6 Month LIBOR
     514    2        280,000.00       6.845000    7.250000    2           120              358       6 Month LIBOR
     515    2        516,300.00       4.220000    4.625000    2           120              358       6 Month LIBOR
     516    2        719,520.00       5.341206    5.746206    2           120              358       6 Month LIBOR
     517    2      2,023,952.00       4.947739    5.352739    2           120              358       6 Month LIBOR
     518    2        269,000.00       5.345000    5.750000    2           120              358       6 Month LIBOR
     519    2        145,600.00       5.220000    5.625000    1           120              359       6 Month LIBOR
     520    2        126,072.00       5.095000    5.500000    3           120              357       6 Month LIBOR
     521    2        436,000.00       5.091560    5.496560    3           120              357       6 Month LIBOR
     522    2        983,400.00       4.206501    4.611501    2           120              358       6 Month LIBOR
     523    2        610,500.00       5.851081    6.993550    2           120              358       1 Year LIBOR 
     524    2        260,000.00       5.345000    5.750000    2           120              358       6 Month LIBOR
     525    2        352,000.00       5.970000    6.375000    3           120              357       6 Month LIBOR
     526    2        230,000.00       4.720000    5.125000    3           120              357       6 Month LIBOR
     527    2        467,400.00       5.283650    5.688650    3           120              357       6 Month LIBOR
     528    2        244,759.58       5.240000    6.075000    1           N/A              359       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     529    2      1,123,873.18       5.574182    5.979182    1           N/A              359       6 Month LIBOR
     530    2        264,000.00       6.970000    7.375000    0           N/A              360       6 Month LIBOR
     531    2      2,933,890.62       5.315918    5.887518    1           N/A              359       6 Month LIBOR
     532    2        649,072.03       5.741891    6.391053    1           N/A              359       6 Month LIBOR
     533    2        430,490.01       6.000077    6.405077    1           N/A              359       6 Month LIBOR
     534    2        388,587.67       5.859183    6.858951    1           N/A              359       6 Month LIBOR
     535    2        277,850.00       7.970000    8.375000    0           N/A              360       6 Month LIBOR
     536    2        529,968.29       6.211674    6.616674    1           N/A              359       6 Month LIBOR
     537    2        235,600.00       4.970000    5.375000    0           N/A              360       6 Month LIBOR
     538    2        598,134.37       6.455996    7.750920    1           N/A              359       6 Month LIBOR
     539    2     14,728,004.01       5.559718    6.271060    1           N/A              359       6 Month LIBOR
     540    2      7,610,048.44       5.591006    6.200306    1           N/A              359       6 Month LIBOR
     541    2        502,187.61       5.628045    6.513518    1           N/A              359       6 Month LIBOR
     542    2        237,500.00       7.470000    7.875000    0           N/A              360       6 Month LIBOR
     543    2        281,280.40       6.845000    7.250000    1           N/A              359       6 Month LIBOR
     544    2        756,853.64       4.608036    5.013036    0           N/A              360       6 Month LIBOR
     545    2        739,721.30       6.324628    6.729628    0           N/A              360       6 Month LIBOR
     546    2        171,881.63       7.470000    7.875000    1           N/A              359       6 Month LIBOR
     547    2     14,158,942.82       5.547863    6.306962    1           N/A              359       6 Month LIBOR
     548    2        259,720.72       5.195000    5.600000    1           N/A              359       6 Month LIBOR
     549    2      2,582,574.69       5.005289    5.561847    1           N/A              359       6 Month LIBOR
     550    2        600,578.10       5.184424    5.805973    1           N/A              359       6 Month LIBOR
     551    2      1,831,622.75       5.507873    5.912873    1           N/A              359       6 Month LIBOR
     552    2        135,693.10       4.945000    5.350000    2           N/A              358       6 Month LIBOR
     553    2        305,328.64       5.095000    5.500000    2           N/A              358       6 Month LIBOR
     554    2        162,228.83       5.295000    5.700000    1           N/A              359       6 Month LIBOR
     555    2        130,295.78       6.085000    7.250000    2           N/A              358       6 Month LIBOR
     556    2        736,011.35       5.215385    5.620385    1           N/A              359       6 Month LIBOR
     557    2      1,860,385.68       5.155752    5.560752    1           N/A              359       6 Month LIBOR
     558    2      1,710,625.78       4.786906    5.312942    1           N/A              359       6 Month LIBOR
     559    2        656,975.03       5.153146    5.558146    1           N/A              359       6 Month LIBOR
     560    2        175,840.89       6.095000    6.500000    1           N/A              359       6 Month LIBOR
     561    2        146,569.70       5.445000    5.850000    1           N/A              359       6 Month LIBOR
     562    2      8,216,578.63       5.269243    5.715058    1           N/A              359       6 Month LIBOR
     563    2        914,058.00       5.878053    6.487053    1           N/A              359       6 Month LIBOR
     564    2      4,843,015.87       5.167585    5.663544    1           N/A              359       6 Month LIBOR
     565    2        228,821.65       6.700000    8.875000    1           N/A              359       1 Year LIBOR 
     566    2        175,000.00       5.470000    5.875000    0           N/A              360       1 Month LIBOR
     567    2        282,700.00       3.345000    3.750000    0           N/A              360       1 Month LIBOR
     568    2        238,064.10       3.720000    4.125000    1           N/A              359       6 Month LIBOR
     569    2        284,000.00       3.845000    4.250000    0           N/A              360       6 Month LIBOR
     570    2        886,681.63       5.051208    5.628323    1           N/A              359       6 Month LIBOR
     571    2        185,250.13       3.970000    4.375000    1           N/A              359       6 Month LIBOR
     572    2        509,007.90       5.258897    5.663897    0           N/A              360       6 Month LIBOR
     573    2        629,500.00       5.692597    6.097597    0           N/A              360       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     574    2        149,802.47       4.095000    4.500000    1           N/A              359       6 Month LIBOR
     575    2      4,752,812.94       5.471484    6.235042    1           N/A              359       6 Month LIBOR
     576    2        382,834.57       5.768488    6.173488    0           N/A              360       6 Month LIBOR
     577    2        124,907.23       7.095000    7.500000    1           N/A              359       6 Month LIBOR
     578    2        469,267.83       5.385186    5.790186    2           N/A              358       6 Month LIBOR
     579    2        297,189.39       5.345000    5.750000    1           N/A              359       6 Month LIBOR
     580    2        491,304.47       5.097993    5.502993    1           N/A              359       6 Month LIBOR
     581    2        635,111.81       4.888470    5.293470    1           N/A              359       6 Month LIBOR
     582    2      1,186,410.07       5.296910    5.701910    1           N/A              359       6 Month LIBOR
     583    2        561,540.65       4.122153    4.527153    2           N/A              358       6 Month LIBOR
     584    2        135,646.12       5.545000    5.950000    2           N/A              358       6 Month LIBOR
     585    2      3,935,891.28       4.363491    4.768491    4           N/A              356       6 Month LIBOR
     586    2        843,878.68       5.573795    5.978795    1           N/A              359       6 Month LIBOR
     587    2      4,497,821.57       5.425365    5.884426    3           N/A              357       6 Month LIBOR
     588    2        407,571.04       4.936008    6.384435    4           N/A              356       6 Month LIBOR
     589    2      2,720,026.71       5.091548    5.496548    3           N/A              357       6 Month LIBOR
     590    2      4,620,507.39       4.637188    5.042188    4           N/A              356       6 Month LIBOR
     591    2        287,477.87       6.095000    6.500000    2           N/A              358       6 Month LIBOR
     592    2      1,748,236.69       4.714854    5.304634    3           N/A              357       6 Month LIBOR
     593    2      4,555,533.59       5.037828    5.442828    4           N/A              356       6 Month LIBOR
     594    2        367,410.00       7.147913    8.203438    0           N/A              360       6 Month LIBOR
     595    2        292,329.53       4.366391    4.771391    4           N/A              356       6 Month LIBOR
     596    2     57,301,397.01       4.829663    5.287188    3           N/A              357       6 Month LIBOR
     597    2      4,963,993.24       5.486243    5.891243    1           N/A              359       6 Month LIBOR
     598    2        291,314.74       5.395000    5.800000    2           N/A              358       6 Month LIBOR
     599    2        603,782.57       5.726359    6.234832    1           N/A              359       6 Month LIBOR
     600    2        216,846.17       5.465000    6.500000    2           N/A              358       6 Month LIBOR
     601    2        650,944.07       5.088771    5.493771    3           N/A              357       6 Month LIBOR
     602    2     83,188,058.79       5.004889    5.423713    3           N/A              357       6 Month LIBOR
     603    2        409,551.27       5.467097    5.872097    2           N/A              358       1 Year LIBOR 
     604    2        354,839.69       5.164139    5.569139    3           N/A              357       6 Month LIBOR
     605    2      3,206,950.03       5.304331    5.751975    2           N/A              358       6 Month LIBOR
     606    2      1,784,432.33       4.446940    4.851940    3           N/A              357       6 Month LIBOR
     607    2      2,074,721.02       4.668975    5.073975    3           N/A              357       6 Month LIBOR
     608    2        552,272.28       4.941562    5.346562    4           N/A              356       6 Month LIBOR
     609    2        484,524.09       4.629176    5.034176    4           N/A              356       6 Month LIBOR
     610    2        343,737.17       4.591905    4.996905    3           N/A              357       6 Month LIBOR
     611    2      1,324,493.55       4.006987    4.411987    4           N/A              356       6 Month LIBOR
     612    2        390,663.90       3.419458    3.824458    4           N/A              356       6 Month LIBOR
     613    2     11,022,120.96       4.479839    4.884839    4           N/A              356       6 Month LIBOR
     614    2      2,145,868.63       4.801248    5.206248    3           N/A              357       6 Month LIBOR
     615    2      3,443,364.20       5.206178    5.611178    3           N/A              357       6 Month LIBOR
     616    2      1,585,302.75       5.007893    5.412893    3           N/A              357       6 Month LIBOR
     617    2        241,735.12       5.095000    5.500000    1           N/A              359       6 Month LIBOR
     618    2      3,567,478.06       4.285251    4.690251    3           N/A              357       6 Month LIBOR

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                                                                        ORIGINAL       REMAINING                  
                                                             AGE    INTEREST ONLY    AMORTIZATION                 
LOAN      LOAN       PRINCIPAL      NET MORTGAGE  MORTGAGE   (IN      PERIOD (IN   TERM TO MATURITY               
NUMBER    GROUP     BALANCE ($)       RATE (%)    RATE (%)  MONTHS)     MONTHS)       (IN MONTHS)        INDEX    
------    -----     -----------       --------    --------  -------     -------       -----------        -----    
     619    2        480,277.18       5.196729    5.601729    3           N/A              357       6 Month LIBOR
     620    2     41,797,904.53       4.859261    5.273737    3           N/A              357       6 Month LIBOR
     621    2        718,103.13       5.304544    5.709544    2           N/A              358       6 Month LIBOR
     622    2        261,046.99       5.306077    5.711077    2           N/A              358       6 Month LIBOR
     623    2     26,588,543.61       4.894359    5.323040    4           N/A              356       6 Month LIBOR
     624    2        155,268.56       5.095000    5.500000    2           N/A              358       1 Month LIBOR
     625    2        199,800.90       5.595000    6.000000    1           N/A              359       3 Month LIBOR
     626    2        543,427.50       4.726267    5.131267    2           N/A              358       6 Month LIBOR
     627    2        445,840.99       6.921641    7.754218    0           N/A              360       6 Month LIBOR
     628    2        231,415.07       4.345000    4.750000    2           N/A              358       6 Month LIBOR
     629    2        539,295.33       4.256600    4.661600    1           N/A              359       6 Month LIBOR
     630    2        289,251.98       4.220000    4.625000    2           N/A              358       6 Month LIBOR
     631    2      3,679,179.49       5.549934    6.087019    1           N/A              359       6 Month LIBOR
     632    2        157,835.03       5.345000    5.750000    1           N/A              359       6 Month LIBOR
     633    2        498,294.70       5.607979    6.012979    3           N/A              357       6 Month LIBOR
     634    2        300,000.00       5.220000    5.625000    0           N/A              360       6 Month LIBOR
     635    2        322,231.06       5.589838    5.994838    1           N/A              359       6 Month LIBOR
     636    2        641,854.33       5.706884    6.111884    1           N/A              359       6 Month LIBOR
     637    2        434,493.72       5.029122    5.434122    1           N/A              359       6 Month LIBOR

                                            S-95

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                                                        [Enlarge/Download Table]

                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
                                                                                                                   
       1    1   3.000000           4     1.000000            6       1.000000    11.750000  3.000000      1        
       2    1   5.619664          22     2.758886            6       1.470534    12.919538  6.328447     N/A       
       3    1   5.000000          22     3.000000            6       1.000000    12.500000  5.000000      1        
       4    1   5.000000          22     3.000000            6       1.000000    12.770061  6.770061      1        
       5    1   5.082675          22     2.890746            6       1.054627    12.159379  5.060989      1        
       6    1   5.000000          22     3.000000            6       1.000000    12.344896  6.344896      1        
       7    1   3.250000          20     5.000000            6       1.000000    11.500000  3.250000      1        
       8    1   3.879258          21     4.280848            6       1.000000    11.365632  3.879258      1        
       9    1   2.250000          32     2.000000           12       2.000000    10.673856  2.250000     N/A       
      10    1   5.990000          34     2.000000            6       1.500000    12.690000  5.690000     N/A       
      11    1   2.250000          29     3.000000            6       1.000000    10.625000  2.250000     N/A       
      12    1   4.685415          33     3.000000            6       1.000000    11.931244  4.685415      1        
      13    1   5.000000          34     3.000000            6       1.000000    13.500000  7.500000      1        
      14    1   3.500716          33     3.000000            6       1.000000    10.299478  5.156212      1        
      15    1   3.000000           9     2.000000           12       2.000000    11.067970  5.067970      1        
      16    1   2.875000           3     1.000000            6       1.000000    11.027735  5.027735      1        
      17    1   2.875000           3     1.000000            6       1.000000    11.000000  5.000000      1        
      18    1   3.594650          24     3.000000            6       1.000000    11.849931  3.594650     N/A       
      19    1   3.875000          23     3.000000            6       1.000000    11.250000  3.875000     N/A       
      20    1   5.915227          23     3.000000            6       1.000000    13.004173  7.004173     N/A       
      21    1   3.833870          23     3.000000            6       1.000000    11.420435  4.008224     N/A       
      22    1   3.611808          23     3.000000            6       1.000000    11.253924  3.611808     N/A       
      23    1   6.133016          23     3.000000            6       1.000000    13.401581  7.401581     N/A       
      24    1   4.639020          24     3.000000            6       1.000000    12.074905  5.044581     N/A       
      25    1   3.618222          23     3.000000            6       1.000000    10.961703  3.618222     N/A       
      26    1   4.083851          24     3.000000            6       1.000000    12.835405  4.083851     N/A       
      27    1   5.150000          22     3.000000            6       1.000000    11.400000  5.150000     N/A       
      28    1   3.250000          23     3.000000            6       1.000000    11.250000  3.250000     N/A       
      29    1   4.876341          23     3.000000            6       1.000000    11.916976  5.058987     N/A       
      30    1   3.652926          24     3.000000            6       1.000000    11.711649  3.652926     N/A       
      31    1   3.250000          23     3.000000            6       1.000000    12.000000  3.250000     N/A       
      32    1   3.884261          23     3.000000            6       1.000000    12.601362  3.972959     N/A       
      33    1   3.616837          24     3.000000            6       1.000000    11.339540  3.616837     N/A       
      34    1   4.500000          22     3.000000            6       1.000000    11.625000  4.500000     N/A       
      35    1   3.750000          23     3.000000            6       1.000000    12.125000  3.750000     N/A       
      36    1   3.710437          23     3.000000            6       1.000000    12.294902  3.710437     N/A       
      37    1   3.779695          23     3.000000            6       1.000000    12.071106  3.779695     N/A       
      38    1   4.053070          23     3.000000            6       1.000000    11.898362  4.212744     N/A       
      39    1   3.250000          34     3.000000           12       2.000000    11.500000  3.250000     N/A       
      40    1   3.830413          36     3.000000            6       1.000000    11.785826  3.830413     N/A       
      41    1   5.083543          35     3.000000            6       1.000000    11.333543  5.083543     N/A       
      42    1   3.585513          35     3.000000            6       1.000000    11.471441  3.585513     N/A       
      43    1   3.829296          35     3.000000            6       1.000000    12.568866  3.829296     N/A       
      44    1   3.693465          36     3.000000            6       1.000000    11.185512  3.693465     N/A       
      45    1   3.780444          35     3.000000            6       1.000000    11.560648  3.780444     N/A       

                                                S-96                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
      46    1   3.498309          36     3.000000            6       1.000000    11.179037  3.498309     N/A       
      47    1   4.994634          35     3.000000            6       1.000000    11.244634  4.994634     N/A       
      48    1   5.052927          34     3.000000            6       1.000000    11.494853  5.052927     N/A       
      49    1   5.469887          34     3.000000            6       1.000000    11.730434  5.469887     N/A       
      50    1   4.950000          35     3.000000            6       1.000000    11.200000  4.950000     N/A       
      51    1   3.750000          34     3.000000            6       1.000000    12.742378  3.750000     N/A       
      52    1   4.284201          35     3.059458            6       1.019819    11.427707  4.284201     N/A       
      53    1   3.456670          35     3.000000            6       1.000000    11.603549  3.456670     N/A       
      54    1   3.600524          35     3.000000            6       1.000000    11.639471  3.600524     N/A       
      55    1   3.886365          36     3.000000            6       1.000000    12.204946  3.886365     N/A       
      56    1   3.572959          35     3.578418            6       1.192806    11.771836  3.572959     N/A       
      57    1   3.336281          12     1.000000           12       1.000000    10.775455  3.336281     N/A       
      58    1   3.875000          12     1.000000           12       1.000000    11.500000  3.875000     N/A       
      59    1   3.000000          12     1.000000           12       1.000000    11.500000  3.000000     N/A       
      60    1   3.500000          12     1.000000           12       1.000000    10.750000  3.500000     N/A       
      61    1   3.875000          12     1.000000           12       1.000000    12.500000  3.875000     N/A       
      62    1   3.290865           3     1.000000            1       1.000000     9.708601  3.290865     N/A       
      63    1   2.000000           2     1.000000            1       1.000000    10.125000  2.000000     N/A       
      64    1   3.000000           3     1.000000            1       1.000000     9.999000  3.000000     N/A       
      65    1   3.250000           3     1.000000            1       1.000000     9.999000  3.250000     N/A       
      66    1   3.382038           3     1.000000            1       1.000000     9.999000  3.382038     N/A       
      67    1   1.875000           2     1.000000            1       1.000000     9.990000  1.875000     N/A       
      68    1   2.222222           2     1.000000            1       1.000000     9.175873  2.222222     N/A       
      69    1   2.250000           3     1.000000            3       1.000000     9.999000  2.250000     N/A       
      70    1   3.625000           3     1.000000            3       1.000000     9.999000  3.625000     N/A       
      71    1   3.000000           3     1.000000            3       1.000000     9.990000  3.000000     N/A       
      72    1   3.625000           2     1.000000            3       1.000000     9.990000  3.625000     N/A       
      73    1   3.500000           2     1.000000            3       1.000000     9.999000  3.500000     N/A       
      74    1   3.352943           5     1.000000            6       1.000000    10.823295  3.352943     N/A       
      75    1   3.559569           5     1.000000            6       1.000000    10.649546  3.559569     N/A       
      76    1   3.469344           5     1.000000            6       1.000000    11.036444  3.469344     N/A       
      77    1   3.147572           6     1.000000            6       1.000000    11.254765  3.147572     N/A       
      78    1   3.625000           3     1.000000            6       1.000000    11.750000  3.625000     N/A       
      79    1   3.371252           5     1.000000            6       1.000000    11.116847  3.371252     N/A       
      80    1   3.304319           6     1.000000            6       1.000000    11.306322  3.304319     N/A       
      81    1   3.625000           6     1.000000            6       1.000000    10.537990  3.625000     N/A       
      82    1   2.837623           6     1.000000            6       1.000000    10.993157  2.837623     N/A       
      83    1   3.189165           5     1.000000            6       1.000000    11.195323  3.189165     N/A       
      84    1   3.625000           6     1.000000            6       1.000000    10.750000  3.625000     N/A       
      85    1   4.205254           5     1.000000            6       1.000000    12.178406  4.205254     N/A       
      86    1   3.364491           5     1.000000            6       1.000000    11.383038  3.364491     N/A       
      87    1   3.940998           6     1.000000            6       1.000000    13.183585  3.940998     N/A       
      88    1   3.000000           5     1.000000            6       1.000000    12.375000  3.000000     N/A       
      89    1   3.275508           5     1.000000            6       1.000000    11.201620  3.275508     N/A       
      90    1   2.250000          58     5.000000           12       2.000000    12.000000  2.250000     N/A       

                                                S-97                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
      91    1   2.250000          58     5.000000           12       2.000000    11.125000  2.250000     N/A       
      92    1   2.250000          58     5.000000           12       2.000000    10.855904  2.250000     N/A       
      93    1   3.658823          60     3.000000            6       1.000000    11.746966  3.658823     N/A       
      94    1   3.750000          58     3.000000            6       1.000000    12.000000  3.750000     N/A       
      95    1   3.442481          59     3.000000            6       1.000000    11.716400  3.442481     N/A       
      96    1   3.337917          59     3.000000            6       1.000000    11.765295  3.337917     N/A       
      97    1   2.250000          58     5.000000            6       1.000000    11.125000  2.250000     N/A       
      98    1   3.912742          59     3.000000            6       1.000000    11.586306  3.912742     N/A       
      99    1   3.759864          57     3.000000            6       1.000000    11.588528  3.759864     N/A       
     100    1   3.415347          59     3.000000            6       1.000000    11.916096  3.415347     N/A       
     101    1   3.422260          59     3.363206            6       1.121069    11.899208  3.422260     N/A       
     102    1   3.556941          59     3.172893            6       1.057631    11.951819  3.556941     N/A       
     103    1   3.500000          84     3.000000            6       1.000000    12.500000  3.500000     N/A       
     104    1   2.250000          80     6.000000            6       2.000000    11.625000  2.250000     N/A       
     105    1   2.427543          80     5.467370            6       1.822457    11.139036  2.427543     N/A       
     106    1   3.918105          23     3.000000            6       1.000000    11.405892  4.011317      1        
     107    1   3.750000          24     3.000000            6       1.000000    12.875000  3.750000      1        
     108    1   5.994713          21     3.000000            6       1.000000    12.616751  6.616751      1        
     109    1   5.445973          23     3.000000            6       1.000000    11.821554  5.493475      1        
     110    1   3.831341          23     3.000000            6       1.000000    12.290992  3.831341      1        
     111    1   3.250000          23     3.000000            6       1.000000    10.500000  3.250000      1        
     112    1   5.046952          22     3.000000            6       1.000000    11.939064  5.177654      1        
     113    1   3.620843          23     3.000000            6       1.000000    11.543407  3.620843      1        
     114    1   3.636889          24     3.000000            6       1.000000    11.357134  3.636889      1        
     115    1   3.000000          22     2.000000            6       2.000000    11.325000  3.000000      1        
     116    1   3.500000          22     3.000000            6       1.000000    11.375000  3.500000      1        
     117    1   3.841703          23     2.934279            6       1.065721    11.384986  3.841703      1        
     118    1   3.652594          24     3.000000            6       1.000000    11.279332  3.652594      1        
     119    1   3.711853          23     3.000000            6       1.000000    11.740378  3.711853      1        
     120    1   3.500000          23     3.000000            6       1.000000    11.500000  3.500000      1        
     121    1   4.246236          23     3.000000            6       1.000000    11.885577  4.449951      1        
     122    1   3.506899          35     3.000000            6       1.000000    11.543728  3.506899      1        
     123    1   3.549037          35     3.000000            6       1.000000    11.214068  3.549037      1        
     124    1   3.836486          34     3.000000            6       1.000000    12.318243  3.836486      1        
     125    1   3.772085          35     3.000000            6       1.000000    11.438236  3.772085      1        
     126    1   3.704807          35     3.000000            6       1.000000    11.619303  3.704807      1        
     127    1   3.500000          35     3.000000            6       1.000000    11.375000  3.500000      1        
     128    1   3.678500          35     3.000000            6       1.000000    11.513357  3.678500      1        
     129    1   3.590359          35     3.000000            6       1.000000    11.949591  3.590359      1        
     130    1   3.385284          34     3.000000            6       1.000000    10.991744  3.385284      1        
     131    1   3.313837          35     3.222767            6       1.105125    11.436641  3.313837      1        
     132    1   3.875000          11     1.000000           12       1.000000    11.500000  3.875000      1        
     133    1   3.726309          11     1.000000           12       1.000000    10.640064  3.726309      1        
     134    1   3.500000          11     1.000000           12       1.000000    10.000000  3.500000      1        
     135    1   3.250000          11     1.000000           12       1.000000    10.625000  3.250000      1        

                                                S-98                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     136    1   3.250000          12     1.000000           12       1.000000    11.875000  3.250000      1        
     137    1   3.750000          11     1.000000           12       1.000000    11.750000  3.750000      1        
     138    1   3.750000          12     1.000000           12       1.000000    11.125000  3.750000      1        
     139    1   3.250000          11     1.000000           12       1.000000    12.300146  3.250000      1        
     140    1   3.500000           1     1.000000            1       1.000000     9.999000  3.500000      1        
     141    1   2.500000           2     1.000000            1       1.000000    12.375000  2.500000      1        
     142    1   3.000000           3     1.000000            1       1.000000     9.999000  3.000000      1        
     143    1   3.846173           2     1.000000            1       1.000000     9.999000  3.846173      1        
     144    1   3.228022           2     1.000000            1       1.000000    10.532234  3.228022      1        
     145    1   3.625000           3     1.000000            3       1.000000     9.999000  3.625000      1        
     146    1   2.113908           2     1.000000            3       1.000000     9.999000  2.113908      1        
     147    1   3.363549           2     1.000000            3       1.000000     9.999000  3.363549      1        
     148    1   3.375204           4     1.000000            6       1.000000    10.914579  3.375204      1        
     149    1   3.678149           5     1.000000            6       1.000000    11.569290  3.678149      1        
     150    1   4.500000           6     1.000000            6       1.000000    14.750000  4.500000      1        
     151    1   3.000000           5     1.000000            6       1.000000     9.875000  3.000000      1        
     152    1   3.331953           5     1.000000            6       1.000000    11.043573  3.331953      1        
     153    1   3.294749           5     1.000000            6       1.000000    11.548815  3.294749      1        
     154    1   3.625000           5     1.000000            6       1.000000    11.500000  3.625000      1        
     155    1   3.093347           4     1.000000            6       1.000000    11.236400  3.093347      1        
     156    1   3.335811           5     1.000000            6       1.000000    10.940533  3.335811      1        
     157    1   3.013555           5     1.000000            6       1.000000    12.261403  3.013555      1        
     158    1   3.234672           5     1.000000            6       1.000000    11.288831  3.234672      1        
     159    1   3.245593           5     1.000000            6       1.000000    11.565019  3.245593      1        
     160    1   3.000000           5     1.000000            6       1.000000     9.931939  3.000000      1        
     161    1   3.136566           5     1.000000            6       1.000000    11.458440  3.146430      1        
     162    1   3.536558          59     3.357166            6       1.000000    11.539469  3.536558      1        
     163    1   3.750000          59     3.000000            6       1.000000    11.375000  3.750000      1        
     164    1   3.250000          58     3.000000            6       1.000000    11.625000  3.250000      1        
     165    1   3.875000          58     3.000000            6       1.000000    12.481703  3.875000      1        
     166    1   3.817274          59     3.000000            6       1.000000    11.717161  3.817274      1        
     167    1   3.250000          59     3.000000            6       1.000000    11.750000  3.250000      1        
     168    1   3.882905          59     3.000000            6       1.000000    11.805243  3.882905      1        
     169    1   4.695464          58     3.000000            6       1.000000    13.076370  6.011327      1        
     170    1   3.250000          58     3.000000            6       1.000000    11.875000  3.250000      1        
     171    1   3.592218          60     3.000000            6       1.000000    12.232353  3.592218      1        
     172    1   3.685141          59     3.000000            6       1.000000    11.754385  3.685141      1        
     173    1   2.982901          58     3.731696            6       1.000000    11.233923  4.288409      1        
     174    1   3.436939          83     3.000000            6       1.000000    11.468470  3.436939      1        
     175    1   2.250000         117     6.000000            6       2.000000    11.000000  2.250000     N/A       
     176    1   3.250000         118     5.000000            6       1.000000    11.750000  5.750000     N/A       
     177    1   5.905608          22     3.000000            6       1.000000    12.274369  6.274369     N/A       
     178    1   3.179073          23     3.000000            6       1.000000    11.064140  3.179073     N/A       
     179    1   6.197208          22     3.000000            6       1.000000    12.211327  6.211327     N/A       
     180    1   3.102615          23     3.000000            6       1.000000    11.544510  3.102615     N/A       

                                                S-99                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     181    1   6.115126          22     3.000000            6       1.000000    11.720252  5.720252     N/A       
     182    1   2.875000          23     3.000000            6       1.000000    11.250000  2.875000     N/A       
     183    1   6.117295          22     3.000000            6       1.000000    12.989614  6.989614     N/A       
     184    1   2.250000          32     2.000000           12       2.000000     9.875000  2.250000     N/A       
     185    1   2.250000          36     6.000000            6       2.000000    11.990000  2.250000     N/A       
     186    1   2.250000          36     6.000000            6       2.000000    11.552311  2.250000     N/A       
     187    1   2.250000          35     6.000000            6       2.000000    11.259588  2.250000     N/A       
     188    1   2.816096           1     1.000000            1       1.000000     9.999000  2.816096     N/A       
     189    1   2.750000           1     1.000000            1       1.000000     9.999000  2.750000     N/A       
     190    1   2.750000           1     1.000000            1       1.000000     9.999000  2.750000     N/A       
     191    1   2.750000           1     1.000000            1       1.000000     9.999000  2.750000     N/A       
     192    1   2.750000           5     1.000000            6       1.000000    10.500000  2.750000     N/A       
     193    1   3.029420           5     1.000000            6       1.000000    10.781869  3.029420     N/A       
     194    1   3.000000           5     1.000000            6       1.000000    11.422546  3.000000     N/A       
     195    1   3.315884           5     1.000000            6       1.000000    11.942708  3.315884     N/A       
     196    1   2.871645           5     1.000000            6       1.000000    10.856212  2.871645     N/A       
     197    1   2.750000           5     1.000000            6       1.000000    10.651355  2.750000     N/A       
     198    1   2.338416           6     1.000000            6       1.000000    10.735607  2.338416     N/A       
     199    1   2.250000          59     6.000000            6       2.000000    12.990000  2.250000     N/A       
     200    1   2.250000          60     6.000000            6       2.000000    12.500000  2.250000     N/A       
     201    1   2.250000          59     5.927508            6       1.927508    12.652339  2.250000     N/A       
     202    1   2.250000          59     6.000000            6       2.000000    11.990000  2.250000     N/A       
     203    1   3.750000          59     5.000000            6       2.000000    11.750000  3.750000     N/A       
     204    1   2.250000          83     6.000000            6       2.000000    12.250000  2.250000     N/A       
     205    1   2.250000          63     6.000000            6       2.000000    12.083893  2.250000     N/A       
     206    1   2.250000          72     6.000000            6       2.000000    10.750000  2.250000     N/A       
     207    1   3.250000          23     3.000000            6       1.000000    11.178523  3.250000      1        
     208    1   3.000000          22     3.000000            6       1.000000    12.318352  3.000000      1        
     209    1   3.750000          22     3.000000            6       1.000000    12.500000  3.750000      1        
     210    1   3.233948          22     3.000000            6       1.000000    11.519567  3.233948      1        
     211    1   3.305683          21     3.000000            6       1.000000    11.023666  3.305683      1        
     212    1   3.000000          23     3.000000            6       1.000000    12.099766  3.000000      1        
     213    1   3.369871          23     3.000000            6       1.000000    11.289421  3.369871      1        
     214    1   3.250000          22     3.000000            6       1.000000    11.000000  3.250000      1        
     215    1   3.040343          22     3.000000            6       1.000000    11.772810  3.040343      1        
     216    1   3.050423          34     3.000000            6       1.000000    10.645238  3.050423      1        
     217    1   3.000000          33     3.000000            6       1.000000    12.500000  3.000000      1        
     218    1   2.250000          35     4.316901            6       1.794601    10.996295  2.250000      1        
     219    1   3.000000           4     1.000000            6       1.000000    10.250000  3.000000      1        
     220    1   3.000000           3     1.000000            6       1.000000     9.250000  3.000000      1        
     221    1   2.452003           5     1.000000            6       1.000000    10.546660  2.452003      1        
     222    1   3.750000          59     5.000000           12       2.000000    11.500000  3.750000      1        
     223    1   3.500000          57     5.000000           12       2.000000    12.500000  3.500000      1        
     224    1   3.875000          58     3.000000            6       1.000000    11.750000  3.875000      1        
     225    1   3.000000          57     5.000000            6       1.000000    11.500000  3.000000      1        

                                               S-100                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     226    1   3.000000          58     5.000000            6       1.000000    10.224353  3.000000      1        
     227    1   3.000000          58     5.000000            6       1.000000    10.398818  3.000000      1        
     228    1   3.000000          57     5.000000            6       1.000000    10.718952  3.000000      1        
     229    1   2.750000          55     5.000000            6       1.000000    10.000000  2.750000      1        
     230    1   2.942743          58     4.341613            6       1.111822    10.755408  2.942743      1        
     231    1   2.250000         119     6.000000            6       2.000000    11.875000  2.250000     N/A       
     232    1   5.778348          22     3.000000            6       1.000000    12.120350  6.062020     N/A       
     233    1   3.487090          23     3.000000            6       1.000000    11.708005  3.487090     N/A       
     234    1   4.104810          23     3.000000            6       1.015115    11.745687  4.171442     N/A       
     235    1   3.634774          23     3.000000            6       1.000000    11.471193  3.634774     N/A       
     236    1   5.394195          22     3.000000            6       1.048522    12.671355  5.787735     N/A       
     237    1   3.978443          23     3.000000            6       1.000000    13.277295  3.978443     N/A       
     238    1   4.921422          23     3.000000            6       1.000000    12.413013  4.921422     N/A       
     239    1   3.875000          23     3.000000            6       1.000000    13.000000  3.875000     N/A       
     240    1   3.952487          24     3.000000            6       1.000000    12.873478  3.952487     N/A       
     241    1   4.250000          24     3.000000            6       1.000000    12.250000  4.250000     N/A       
     242    1   3.750000          23     3.000000            6       1.000000    11.750000  3.750000     N/A       
     243    1   4.683928          23     2.982322            6       1.026041    12.385756  4.795460     N/A       
     244    1   3.686651          23     3.000000            6       1.000000    12.127510  3.686651     N/A       
     245    1   3.500000          23     3.000000            6       1.000000    11.875000  3.500000     N/A       
     246    1   3.875000          24     3.000000            6       1.000000    13.375000  3.875000     N/A       
     247    1   3.875000          24     3.000000            6       1.000000    13.625000  3.875000     N/A       
     248    1   4.687623          23     3.000000            6       1.000000    12.806574  4.786285     N/A       
     249    1   3.395747          23     3.000000            6       1.000000    11.640747  3.395747     N/A       
     250    1   3.500000          22     3.000000            6       1.000000    12.500000  3.500000     N/A       
     251    1   3.456075          24     3.000000            6       1.000000    12.706075  3.456075     N/A       
     252    1   3.683654          23     3.000000            6       1.008718    13.268639  3.720705     N/A       
     253    1   6.250000          22     3.000000            6       1.000000    12.990000  6.990000     N/A       
     254    1   4.198466          23     2.973980            6       1.032459    12.593258  4.347560     N/A       
     255    1   2.250000          33     2.000000           12       2.000000    10.750000  2.250000     N/A       
     256    1   2.316487          32     2.000000           12       2.000000    10.370693  2.316487     N/A       
     257    1   5.100000          35     3.000000            6       1.000000    11.350000  5.100000     N/A       
     258    1   3.750000          34     3.000000            6       1.000000    11.500000  3.750000     N/A       
     259    1   5.249016          35     3.000000            6       1.000000    11.499016  5.280801     N/A       
     260    1   4.977705          35     3.000000            6       1.000000    11.227705  5.073509     N/A       
     261    1   4.026274          35     3.000000            6       1.000000    11.173224  4.026274     N/A       
     262    1   4.250000          35     3.000000            6       1.000000    13.000000  4.250000     N/A       
     263    1   3.875000          36     3.000000            6       1.000000    12.000000  3.875000     N/A       
     264    1   2.250000          35     6.000000            6       2.000000    11.750000  2.250000     N/A       
     265    1   5.500000          34     3.000000            6       1.000000    11.750000  5.500000     N/A       
     266    1   3.875000          35     3.000000            6       1.000000    12.250000  3.875000     N/A       
     267    1   3.674233          36     3.000000            6       1.000000    11.444330  3.674233     N/A       
     268    1   3.875000          36     3.000000            6       1.000000    13.250000  3.875000     N/A       
     269    1   5.480649          35     3.000000            6       1.000000    11.726528  5.500973     N/A       
     270    1   5.540333          35     3.000000            6       1.000000    11.784683  5.540333     N/A       

                                               S-101                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     271    1   5.365717          35     3.000000            6       1.000000    11.615717  5.365717     N/A       
     272    1   4.936514          34     3.000000            6       1.000000    11.991430  5.034796     N/A       
     273    1   4.849614          36     3.000000            6       1.259897    13.799485  6.019150     N/A       
     274    1   5.401873          35     3.000000            6       1.000000    11.651873  5.401873     N/A       
     275    1   5.009192          35     3.000000            6       1.030198    12.024428  5.218665     N/A       
     276    1   3.630995          35     3.000000            6       1.000000    11.463467  3.630995     N/A       
     277    1   3.522430          35     4.050631            6       1.350210    12.314708  3.522430     N/A       
     278    1   4.271816          34     2.994525            6       1.061276    11.923188  4.288297     N/A       
     279    1   3.750000          12     1.000000           12       1.000000    12.537224  3.750000     N/A       
     280    1   1.500000           3     1.000000            1       1.000000     9.999000  1.500000     N/A       
     281    1   3.500000           3     1.000000            1       1.000000     9.999000  3.500000     N/A       
     282    1   4.875000           3     1.000000            1       1.000000    14.500000  4.875000     N/A       
     283    1   3.365005           2     1.000000            1       1.000000     9.999000  3.365005     N/A       
     284    1   3.625000           5     1.000000            6       1.000000    11.385163  3.625000     N/A       
     285    1   3.625000           6     1.000000            6       1.000000    13.000000  3.625000     N/A       
     286    1   3.361598           4     1.000000            6       1.000000    10.068105  3.361598     N/A       
     287    1   3.662928           6     1.000000            6       1.000000    11.170365  3.662928     N/A       
     288    1   3.360959           5     1.000000            6       1.000000    12.580661  3.360959     N/A       
     289    1   3.250000           6     1.000000            6       1.000000    11.875000  3.250000     N/A       
     290    1   4.548458           5     1.000000            6       1.000000    12.430865  4.548458     N/A       
     291    1   3.000000           6     1.000000            6       1.000000    11.125000  3.000000     N/A       
     292    1   3.597662           5     1.000000            6       1.000000    10.921688  3.597662     N/A       
     293    1   5.652608           5     1.248279            6       1.248279    14.169789  6.583653     N/A       
     294    1   3.613737           5     1.043421            6       1.043421    12.184955  3.698263     N/A       
     295    1   3.425233           5     1.197670            6       1.022603    11.674529  3.482964     N/A       
     296    1   3.844510          59     3.000000            6       1.000000    12.698139  3.844510     N/A       
     297    1   3.250000          58     3.000000            6       1.000000    11.875000  3.250000     N/A       
     298    1   4.889407          59     3.000000            6       1.000000    12.579014  5.183623     N/A       
     299    1   3.875000          60     3.000000            6       1.000000    12.125000  3.875000     N/A       
     300    1   3.854605          59     3.000000            6       1.000000    11.524540  3.854605     N/A       
     301    1   3.402582          60     3.000000            6       1.000000    12.283129  3.402582     N/A       
     302    1   3.750000          60     3.000000            6       1.000000    11.875000  3.750000     N/A       
     303    1   3.687496          59     3.000000            6       1.000000    12.505957  3.687496     N/A       
     304    1   2.858095          59     4.512604            6       1.477843    11.784513  2.858095     N/A       
     305    1   3.392189          58     3.718681            6       1.000000    11.433259  3.392189     N/A       
     306    1   3.875000          84     3.000000            6       1.000000    11.875000  3.875000     N/A       
     307    1   2.250000          83     6.000000            6       2.000000    12.250000  2.250000     N/A       
     308    1   2.250000          74     6.000000            6       2.000000    11.375000  2.250000     N/A       
     309    1   2.408145          20     6.000000            6       1.000000    10.652942  2.408145      1        
     310    1   6.375000          23     3.000000            6       1.500000    14.875000  7.875000      1        
     311    1   3.152768          20     5.664052            6       1.000000    10.916197  3.152768      1        
     312    1   6.375000          24     3.000000            6       1.500000    15.500000  8.500000      1        
     313    1   3.415289          21     4.500734            6       1.000000    11.316957  3.481718      1        
     314    1   3.875000          22     3.000000            6       1.000000    11.250000  3.875000      1        
     315    1   2.945757          21     5.789093            6       1.000000    11.482975  2.945757      1        

                                               S-102                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     316    1   3.152587          20     5.647933            6       1.000000    11.274547  3.174871      1        
     317    1   5.000000          22     3.000000            6       1.000000    12.875000  6.875000      1        
     318    1   3.099772          21     5.534941            6       1.000000    11.197182  3.108748      1        
     319    1   2.902928          20     6.000000            6       1.000000    10.820492  2.902928      1        
     320    1   4.401575          24     3.000000            6       1.000000    14.719488  4.729987      1        
     321    1   3.521803          21     5.510914            6       1.000000    11.549083  3.537435      1        
     322    1   3.308116          21     5.211047            6       1.005286    11.184373  3.347313      1        
     323    1   4.314813          22     2.965697            6       1.011434    12.546824  5.109598      1        
     324    1   4.985817          22     3.000000            6       1.000000    11.235817  5.142534      1        
     325    1   3.625000          23     3.000000            6       1.000000    13.125000  3.625000      1        
     326    1   4.248391          23     3.000000            6       1.036101    12.638785  4.374743      1        
     327    1   3.418684          22     3.000000            6       1.000000    11.141000  3.418684      1        
     328    1   4.345771          23     3.000000            6       1.000000    13.324828  4.345771      1        
     329    1   4.024781          23     3.000000            6       1.023105    13.303861  4.180741      1        
     330    1   3.026709          20     5.573682            6       1.047369    11.691064  3.026709      1        
     331    1   3.199601          20     5.679721            6       1.000878    11.356994  3.201298      1        
     332    1   4.421727          33     4.630268            6       1.000000    11.690645  4.535872      1        
     333    1   5.950000          32     3.000000            6       1.000000    12.200000  6.200000      1        
     334    1   5.420887          34     3.000000            6       1.000000    11.670887  5.583611      1        
     335    1   3.297163          32     5.480665            6       1.000000    10.894508  3.330766      1        
     336    1   3.709360          33     4.725759            6       1.027053    11.325297  3.660933      1        
     337    1   2.756252          32     6.000000            6       1.000000    10.851268  2.756252      1        
     338    1   3.015899          32     6.000000            6       1.000000    10.886612  3.015899      1        
     339    1   3.125000          32     6.000000            6       1.000000    11.500000  3.125000      1        
     340    1   2.660555          32     6.000000            6       1.000000    10.516115  2.660555      1        
     341    1   2.775448          32     5.864396            6       1.000000    10.734895  2.776399      1        
     342    1   3.000000          33     3.000000            6       1.000000    11.588749  3.000000      1        
     343    1   3.886257          33     4.714634            6       1.000000    11.098566  3.962025      1        
     344    1   3.875000          35     3.000000            6       1.000000    13.750000  3.875000      1        
     345    1   4.779202          33     3.926214            6       1.000000    11.574051  4.888697      1        
     346    1   3.917930          33     4.542481            6       1.000000    11.190713  4.020425      1        
     347    1   2.763167          32     5.721663            6       1.000000    10.418745  2.770972      1        
     348    1   4.528277          33     3.994458            6       1.000000    11.275506  4.576702      1        
     349    1   4.254942          33     4.016702            6       1.000000    11.220470  4.318645      1        
     350    1   3.973899          35     3.000000            6       1.037961    12.437545  4.289833      1        
     351    1   3.000000          34     3.000000            6       1.000000    10.875000  3.000000      1        
     352    1   3.618497          33     4.721691            6       1.000000    11.282669  3.642761      1        
     353    1   3.393144          32     5.542524            6       1.000000    11.327840  3.408675      1        
     354    1   5.487193          11     1.530621           12       1.530621    14.261084  7.132909      1        
     355    1   4.256044          11     1.000000           12       1.000000    11.905968  4.256044      1        
     356    1   3.560770           3     1.000000            1       1.000000     9.999000  3.560770      1        
     357    1   3.710840           4     1.000000            6       1.000000    12.478832  3.710840      1        
     358    1   3.875000           2     1.000000            6       1.000000    11.875000  3.875000      1        
     359    1   3.797134           4     1.000000            6       1.000000    11.969267  3.797134      1        
     360    1   3.625000           5     1.000000            6       1.000000     9.999000  3.625000      1        

                                               S-103                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     361    1   4.914795           5     1.293614            6       1.293614    12.969716  5.648830      1        
     362    1   3.000000           6     1.000000            6       1.000000    11.125000  3.000000      1        
     363    1   3.821538           4     1.000000            6       1.000000    13.032086  3.821538      1        
     364    1   3.345838           5     1.000000            6       1.000000    12.325202  3.345838      1        
     365    1   3.430382          59     5.000000           12       2.000000    11.488113  4.197465      1        
     366    1   3.500000          59     3.000000            6       1.000000    11.607150  3.500000      1        
     367    1   3.707751          59     3.000000            6       1.000000    12.082784  3.707751      1        
     368    1   3.889992          59     3.106941            6       1.000000    11.999983  4.012980      1        
     369    1   4.131409          59     3.000000            6       1.000000    12.065801  4.558478      1        
     370    1   3.000000          57     5.000000            6       1.000000    10.125000  3.000000      1        
     371    1   3.806033          58     3.000000            6       1.000000    12.714316  3.806033      1        
     372    1   3.266136          59     3.468373            6       1.000000    12.145233  3.266136      1        
     373    1   5.000000          58     3.000000            6       1.000000    11.750000  5.000000      1        
     374    1   3.280264          58     3.582791            6       1.079599    11.430110  3.489428      1        
     375    1   3.000000          81     5.000000            6       1.000000    10.625000  3.000000      1        
     376    2   5.000000           2     6.000000            6       1.000000    12.250000  5.000000      1        
     377    2   6.253379          22     2.653449            6       1.826724    13.485482  6.485482     N/A       
     378    2   5.000000          22     3.000000            6       1.000000    12.875000  5.000000      1        
     379    2   5.653231          22     3.311676            6       1.467514    12.551709  5.653231      1        
     380    2   5.000000          22     3.000000            6       1.000000    12.850947  6.850947      1        
     381    2   5.000000          22     3.000000            6       1.000000    11.875000  5.000000      1        
     382    2   2.250000          29     2.000000           12       2.000000    10.500000  2.250000     N/A       
     383    2   5.000000          34     3.000000            6       1.000000    12.184093  6.184093      1        
     384    2   3.000000          10     2.000000           12       2.000000    12.575000  6.575000      1        
     385    2   3.000000          10     2.000000           12       2.000000    11.107801  5.107801      1        
     386    2   2.787134           4     1.000000            6       1.000000    11.560418  5.560418      1        
     387    2   3.250000           4     1.000000            6       1.000000    12.000000  6.000000      1        
     388    2   3.663462          24     3.000000            6       1.000000    11.389423  3.663462     N/A       
     389    2   3.750000          24     3.000000            6       1.000000    12.500000  3.750000     N/A       
     390    2   3.875000          24     3.000000            6       1.000000    13.415355  3.875000     N/A       
     391    2   3.597073          23     3.000000            6       1.000000    11.187644  3.667893     N/A       
     392    2   3.750000          24     3.000000            6       1.000000    11.750000  3.750000     N/A       
     393    2   3.875000          22     3.000000            6       1.000000    12.750000  3.875000     N/A       
     394    2   3.750000          23     3.000000            6       1.000000    14.375000  3.750000     N/A       
     395    2   4.787804          23     3.000000            6       1.000000    12.068225  5.090558     N/A       
     396    2   3.875000          23     3.000000            6       1.000000    10.875000  3.875000     N/A       
     397    2   3.750000          23     3.000000            6       1.000000    12.000000  3.750000     N/A       
     398    2   4.625000          23     3.000000            6       1.000000    13.625000  4.625000     N/A       
     399    2   4.229611          23     3.000000            6       1.000000    11.735243  4.358589     N/A       
     400    2   3.531131          24     3.000000            6       1.000000    11.618863  3.531131     N/A       
     401    2   3.250000          23     3.000000            6       1.000000    12.750000  3.250000     N/A       
     402    2   4.938902          23     3.000000            6       1.000000    11.503427  5.158401     N/A       
     403    2   3.692773          23     3.000000            6       1.000000    12.225656  3.692773     N/A       
     404    2   3.686176          24     3.000000            6       1.000000    11.484402  3.686176     N/A       
     405    2   3.885114          23     3.000000            6       1.000000    11.782076  3.972134     N/A       

                                               S-104                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     406    2   2.250000          34     3.000000           12       2.000000    10.875000  2.250000     N/A       
     407    2   3.572181          34     3.000000            6       1.000000    12.205545  3.572181     N/A       
     408    2   4.843613          34     3.000000            6       1.000000    11.093613  4.843613     N/A       
     409    2   5.150000          35     3.000000            6       1.000000    11.400000  5.150000     N/A       
     410    2   3.629276          35     3.000000            6       1.000000    11.310961  3.629276     N/A       
     411    2   3.500000          35     3.000000            6       1.000000    11.750000  3.500000     N/A       
     412    2   3.560484          35     3.000000            6       1.000000    11.749194  3.560484     N/A       
     413    2   4.400000          35     3.000000            6       1.000000    10.650000  4.400000     N/A       
     414    2   3.606071          35     3.000000            6       1.000000    11.172757  3.606071     N/A       
     415    2   3.673629          36     3.000000            6       1.000000    10.902114  3.673629     N/A       
     416    2   5.300000          35     3.000000            6       1.000000    11.550000  5.300000     N/A       
     417    2   4.260733          35     3.000000            6       1.000000    10.856466  4.260733     N/A       
     418    2   3.750000          35     3.000000            6       1.000000    11.250000  3.750000     N/A       
     419    2   5.850000          34     3.000000            6       1.000000    12.100000  5.850000     N/A       
     420    2   7.500000          34     3.000000            6       1.000000    13.750000  7.500000     N/A       
     421    2   4.306506          35     3.000000            6       1.000000    11.119627  4.306506     N/A       
     422    2   3.472231          36     3.000000            6       1.000000    11.477917  3.472231     N/A       
     423    2   3.718504          35     3.083892            6       1.027964    11.743393  3.718504     N/A       
     424    2   3.750000          12     1.000000           12       1.000000    10.375000  3.750000     N/A       
     425    2   3.625000           3     1.000000            1       1.000000     9.999000  3.625000     N/A       
     426    2   3.625000           2     1.000000            1       1.000000     9.750000  3.625000     N/A       
     427    2   3.564834           2     1.000000            1       1.000000     9.999000  3.564834     N/A       
     428    2   3.000000           3     1.000000            3       1.000000     9.999000  3.000000     N/A       
     429    2   4.750000           3     1.000000            3       1.000000    11.375000  4.750000     N/A       
     430    2   5.375000           3     1.000000            3       1.000000     9.999000  5.375000     N/A       
     431    2   3.346172           5     1.000000            6       1.000000    11.021479  3.346172     N/A       
     432    2   3.305233           5     1.000000            6       1.000000    10.518256  3.305233     N/A       
     433    2   3.545468           5     1.000000            6       1.000000    11.295125  3.545468     N/A       
     434    2   4.357650           5     1.000000            6       1.000000    12.704358  4.357650     N/A       
     435    2   3.000000           6     1.000000            6       1.000000    11.375000  3.000000     N/A       
     436    2   3.358112           6     1.000000            6       1.000000    10.887660  3.358112     N/A       
     437    2   3.619229           5     1.000000            6       1.000000    11.626997  3.619229     N/A       
     438    2   2.750000           6     1.000000            6       1.000000    10.500000  2.750000     N/A       
     439    2   3.356889           6     1.000000            6       1.000000    10.783168  3.356889     N/A       
     440    2   3.600658           5     1.000000            6       1.000000    12.042714  3.600658     N/A       
     441    2   3.451338           6     1.000000            6       1.000000    12.143419  3.451338     N/A       
     442    2   3.382199           5     1.000000            6       1.000000    11.362029  3.382199     N/A       
     443    2   3.342146          59     3.000000            6       1.000000    11.750000  3.342146     N/A       
     444    2   3.401223          59     3.000000            6       1.000000    11.694206  3.401223     N/A       
     445    2   3.250000          59     3.000000            6       1.000000    11.721237  3.250000     N/A       
     446    2   3.875000          59     3.000000            6       1.000000    11.500000  3.875000     N/A       
     447    2   3.794316          59     3.000000            6       1.000000    12.024718  3.794316     N/A       
     448    2   3.564186          60     3.000000            6       1.000000    12.054872  3.564186     N/A       
     449    2   3.535131          60     3.000000            6       1.000000    12.014971  3.535131     N/A       
     450    2   2.250000          82     5.000000            6       1.000000     9.750000  2.250000     N/A       

                                               S-105                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     451    2   3.485350          23     3.000000            6       1.000000    12.220701  3.485350      1        
     452    2   6.250000          21     3.000000            6       1.000000    12.630000  6.630000      1        
     453    2   3.875000          23     3.000000            6       1.000000    11.750000  3.875000      1        
     454    2   3.912421          23     3.000000            6       1.000000    11.385161  4.041075      1        
     455    2   3.875000          23     3.000000            6       1.000000    11.250000  3.875000      1        
     456    2   6.250000          22     3.000000            6       1.000000    11.940000  5.940000      1        
     457    2   6.000000          22     3.000000            6       1.000000    12.515000  6.515000      1        
     458    2   5.000000          22     3.000000            6       1.000000    13.375000  5.000000      1        
     459    2   3.500000          23     3.000000            6       1.000000    11.255444  3.500000      1        
     460    2   4.480054          22     3.000000            6       1.000000    11.931865  4.610901      1        
     461    2   3.676488          23     3.000000            6       1.000000    11.716417  3.676488      1        
     462    2   3.000000          22     2.000000            6       2.000000    11.700000  3.000000      1        
     463    2   4.006361          23     3.000000            6       1.000000    11.612972  4.094346      1        
     464    2   3.250000          23     3.000000            6       1.000000    11.321429  3.250000      1        
     465    2   3.613038          23     3.000000            6       1.000000    12.035885  3.613038      1        
     466    2   3.790775          23     3.000000            6       1.000000    11.815417  3.885244      1        
     467    2   3.439756          35     3.000000            6       1.000000    11.388262  3.439756      1        
     468    2   3.376286          35     3.000000            6       1.000000    11.252276  3.376286      1        
     469    2   3.875000          36     3.000000            6       1.000000    11.125000  3.875000      1        
     470    2   3.875000          35     3.000000            6       1.000000    12.125000  3.875000      1        
     471    2   4.040420          35     3.000000            6       1.000000    12.026264  4.205983      1        
     472    2   3.538175          35     3.000000            6       1.000000    11.840660  3.538175      1        
     473    2   3.170706          35     2.772499            6       1.000000    11.478691  3.170706      1        
     474    2   3.875000          12     1.000000           12       1.000000    12.000000  3.875000      1        
     475    2   3.500000          11     1.000000           12       1.000000    12.000000  3.500000      1        
     476    2   3.750000          11     1.000000           12       1.000000    12.500000  3.750000      1        
     477    2   3.500000          11     1.000000           12       1.000000    10.875000  3.500000      1        
     478    2   4.875000           3     1.000000            1       1.000000    13.000000  4.875000      1        
     479    2   3.000000           2     1.000000            1       1.000000     9.999000  3.000000      1        
     480    2   3.250000           2     1.000000            3       1.000000     9.999000  3.250000      1        
     481    2   3.000000           5     1.000000            6       1.000000    11.315771  3.000000      1        
     482    2   3.165498           5     1.000000            6       1.000000    10.982866  3.165498      1        
     483    2   3.108944           5     1.000000            6       1.000000    10.808286  3.108944      1        
     484    2   2.500000           6     1.000000            6       1.000000    11.125000  2.500000      1        
     485    2   3.704559           5     1.000000            6       1.000000    11.815388  3.704559      1        
     486    2   3.113612           4     1.000000            6       1.000000    11.073021  3.113612      1        
     487    2   3.247103           5     1.000000            6       1.000000    10.643944  3.247103      1        
     488    2   3.289210           5     1.000000            6       1.000000    11.357283  3.289210      1        
     489    2   3.250000           5     1.000000            6       1.000000    12.000000  3.250000      1        
     490    2   3.625000           4     1.000000            6       1.000000    12.250000  3.625000      1        
     491    2   3.362903           5     1.000000            6       1.000000    10.274194  3.362903      1        
     492    2   3.193395           5     1.000000            6       1.000000    11.726500  3.193395      1        
     493    2   3.439763          59     3.000000            6       1.000000    11.807241  3.439763      1        
     494    2   3.750000          59     3.000000            6       1.000000    11.916939  3.750000      1        
     495    2   3.750000          59     3.000000            6       1.000000    11.750000  3.750000      1        

                                               S-106                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     496    2   3.711617          59     3.217751            6       1.000000    11.682173  3.711617      1        
     497    2   3.750000          59     3.000000            6       1.000000    12.125000  3.750000      1        
     498    2   4.235150          58     3.504222            6       1.000000    11.655859  4.235150      1        
     499    2   3.622340          59     3.000000            6       1.000000    11.292553  3.622340      1        
     500    2   4.024248          59     3.412942            6       1.000000    11.832901  4.066895      1        
     501    2   6.250000          23     3.000000            6       1.000000    12.400000  6.400000     N/A       
     502    2   2.875000          23     3.000000            6       1.000000    12.500000  2.875000     N/A       
     503    2   6.000000          22     3.000000            6       1.000000    11.990000  5.990000     N/A       
     504    2   6.170032          22     3.000000            6       1.000000    12.991579  6.991579     N/A       
     505    2   3.250000          23     3.000000            6       1.000000    11.571721  3.250000     N/A       
     506    2   2.875000          24     3.000000            6       1.000000    12.500000  2.875000     N/A       
     507    2   6.250000          22     3.000000            6       1.000000    13.115397  7.115397     N/A       
     508    2   2.250000          36     6.000000            6       2.000000    10.983428  2.250000     N/A       
     509    2   2.750000           1     1.000000            1       1.000000     9.999000  2.750000     N/A       
     510    2   3.000000           1     1.000000            1       1.000000     9.999000  3.000000     N/A       
     511    2   3.625000           5     1.000000            6       1.000000    11.375000  3.625000     N/A       
     512    2   2.750000           5     1.000000            6       1.000000    10.875000  2.750000     N/A       
     513    2   2.750000           6     1.000000            6       1.000000    11.990000  2.750000     N/A       
     514    2   3.250000         118     5.000000            6       1.000000    13.250000  7.250000      1        
     515    2   3.250000          22     3.000000            6       1.000000    10.625000  3.250000      1        
     516    2   3.250000          22     3.000000            6       1.000000    11.746206  3.250000      1        
     517    2   3.238710          22     3.000000            6       1.000000    11.352739  3.238710      1        
     518    2   3.250000          22     3.000000            6       1.000000    11.750000  3.250000      1        
     519    2   3.000000          23     3.000000            6       1.000000    11.625000  3.000000      1        
     520    2   3.000000          33     3.000000            6       1.000000    10.500000  3.000000      1        
     521    2   3.000000          33     3.000000            6       1.000000    10.496560  3.000000      1        
     522    2   2.491001          34     3.339333            6       1.339333    10.290167  2.491001      1        
     523    2   3.750000          58     5.000000           12       2.000000    11.993550  3.750000      1        
     524    2   3.000000          58     5.000000            6       1.000000    10.750000  3.000000      1        
     525    2   3.000000          57     5.000000            6       1.000000    11.375000  3.000000      1        
     526    2   2.750000          57     5.000000            6       1.000000    10.125000  2.750000      1        
     527    2   3.000000          57     5.000000            6       1.000000    10.688650  3.000000      1        
     528    2   5.825000          23     3.000000            6       1.000000    12.075000  5.825000     N/A       
     529    2   5.729182          23     3.000000            6       1.000000    11.979182  5.729182     N/A       
     530    2   4.250000          24     3.000000            6       1.000000    13.375000  4.250000     N/A       
     531    2   3.814476          23     3.000000            6       1.000000    11.887518  3.814476     N/A       
     532    2   4.055265          23     3.000000            6       1.000000    12.391053  4.055265     N/A       
     533    2   4.153201          23     3.000000            6       1.000000    12.405077  4.153201     N/A       
     534    2   6.354224          23     3.000000            6       1.000000    12.858951  6.494169     N/A       
     535    2   6.375000          24     3.000000            6       1.500000    15.375000  8.375000     N/A       
     536    2   4.405260          23     3.000000            6       1.000000    12.644730  4.405260     N/A       
     537    2   3.875000          24     3.000000            6       1.000000    11.375000  3.875000     N/A       
     538    2   4.329009          23     3.000000            6       1.000000    13.750920  4.329009     N/A       
     539    2   4.572586          23     2.956366            6       1.046855    12.365118  4.764770     N/A       
     540    2   3.917939          23     3.000000            6       1.019698    12.239701  3.981956     N/A       

                                               S-107                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     541    2   6.263518          23     3.000000            6       1.000000    12.513518  6.263518     N/A       
     542    2   3.500000          24     3.000000            6       1.000000    13.875000  3.500000     N/A       
     543    2   7.000000          23     3.000000            6       1.000000    13.250000  7.000000     N/A       
     544    2   4.042493          24     3.000000            6       1.000000    11.016312  4.042493     N/A       
     545    2   3.567593          24     3.000000            6       1.000000    12.729628  3.567593     N/A       
     546    2   4.250000          23     3.000000            6       1.000000    13.000000  4.250000     N/A       
     547    2   4.267325          23     3.000000            6       1.005721    12.318403  4.397537     N/A       
     548    2   5.350000          35     3.000000            6       1.000000    11.600000  5.350000     N/A       
     549    2   5.311847          35     3.000000            6       1.000000    11.561847  5.350849     N/A       
     550    2   5.555973          35     3.000000            6       1.000000    11.805973  5.555973     N/A       
     551    2   3.909504          35     3.000000            6       1.000000    11.912873  3.909504     N/A       
     552    2   5.100000          34     3.000000            6       1.000000    11.350000  5.100000     N/A       
     553    2   3.750000          34     3.000000            6       1.000000    11.500000  3.750000     N/A       
     554    2   5.450000          35     3.000000            6       1.000000    11.700000  5.450000     N/A       
     555    2   3.875000          34     3.000000            6       1.000000    13.250000  3.875000     N/A       
     556    2   5.370385          35     3.000000            6       1.000000    11.620385  5.421959     N/A       
     557    2   5.310752          35     3.000000            6       1.000000    11.560752  5.310752     N/A       
     558    2   5.062942          35     3.000000            6       1.000000    11.312942  5.062942     N/A       
     559    2   5.308146          35     3.000000            6       1.000000    11.558146  5.308146     N/A       
     560    2   3.250000          35     3.000000            6       1.000000    12.500000  3.250000     N/A       
     561    2   5.600000          35     3.000000            6       1.000000    11.850000  5.600000     N/A       
     562    2   5.003539          35     3.000000            6       1.000000    11.716699  5.021033     N/A       
     563    2   3.780579          35     3.000000            6       1.000000    12.487053  3.780579     N/A       
     564    2   4.262804          35     3.061570            6       1.000000    11.601602  4.270478     N/A       
     565    2   5.625000          11     1.000000           12       1.000000    14.875000  5.625000     N/A       
     566    2   2.000000           3     1.000000            1       1.000000     9.999000  2.000000     N/A       
     567    2   3.000000           3     1.000000            1       1.000000     9.999000  3.000000     N/A       
     568    2   3.500000           5     1.000000            6       1.000000    10.125000  3.500000     N/A       
     569    2   3.000000           6     1.000000            6       1.000000    10.250000  3.000000     N/A       
     570    2   4.473127           5     1.147127            6       1.147127    11.922578  5.098418     N/A       
     571    2   3.625000           5     1.000000            6       1.000000    10.375000  3.625000     N/A       
     572    2   3.495846           6     1.000000            6       1.000000    11.663897  3.495846     N/A       
     573    2   3.000000           6     1.000000            6       1.000000    12.097597  3.000000     N/A       
     574    2   3.000000           5     1.000000            6       1.000000    10.500000  3.000000     N/A       
     575    2   4.011792           5     1.056324            6       1.056324    12.347689  4.135121     N/A       
     576    2   4.054093          60     3.000000            6       1.000000    12.173488  4.054093     N/A       
     577    2   2.250000          59     6.000000            6       2.000000    13.500000  2.250000     N/A       
     578    2   3.190903          58     3.000000            6       1.000000    11.790186  3.190903     N/A       
     579    2   3.250000          59     3.000000            6       1.000000    11.750000  3.250000     N/A       
     580    2   3.292389          59     3.000000            6       1.000000    11.502993  3.292389     N/A       
     581    2   3.250000          59     3.000000            6       1.000000    11.293470  3.250000     N/A       
     582    2   3.666723          59     3.364405            6       1.121468    11.701910  3.666723     N/A       
     583    2   3.394976          22     4.217226            6       1.000000    10.527153  3.394976      1        
     584    2   5.700000          22     3.000000            6       1.000000    11.950000  5.950000      1        
     585    2   2.900237          20     5.837659            6       1.000000    10.768491  2.900237      1        

                                               S-108                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     586    2   3.289816          23     3.000000            6       1.000000    11.978795  3.289816      1        
     587    2   3.869707          21     3.620056            6       1.000000    11.884426  4.083470      1        
     588    2   2.667080          20     3.000000            6       1.000000    12.384435  2.667080      1        
     589    2   2.961760          21     5.827943            6       1.000000    11.496548  2.961760      1        
     590    2   3.174954          20     5.821169            6       1.000000    11.042188  3.189857      1        
     591    2   5.000000          22     3.000000            6       1.000000    12.500000  6.500000      1        
     592    2   3.941828          21     4.853701            6       1.000000    11.304634  3.984209      1        
     593    2   3.110801          20     5.744604            6       1.000000    11.442828  3.110801      1        
     594    2   5.060729          24     3.000000            6       1.000000    14.203438  5.060729      1        
     595    2   3.181627          20     6.000000            6       1.000000    10.771391  3.181627      1        
     596    2   3.483585          21     4.973613            6       1.012114    11.306041  3.526042      1        
     597    2   4.079095          23     3.000000            6       1.013860    11.918963  4.518075      1        
     598    2   5.550000          22     3.000000            6       1.000000    11.800000  5.550000      1        
     599    2   4.812203          23     3.000000            6       1.000000    12.234832  4.812203      1        
     600    2   3.875000          22     3.000000            6       1.000000    12.500000  3.875000      1        
     601    2   2.738099          21     6.000000            6       1.000000    11.493771  2.738099      1        
     602    2   3.271322          21     5.498974            6       1.000000    11.423713  3.276735      1        
     603    2   3.018414          34     2.414731           12       1.585269    11.872097  4.627903      1        
     604    2   5.319139          33     3.000000            6       1.000000    11.569139  5.319139      1        
     605    2   5.501975          34     3.000000            6       1.000000    11.751975  5.618234      1        
     606    2   3.428324          33     5.194750            6       1.000000    10.851940  3.460975      1        
     607    2   3.826198          33     4.320016            6       1.000000    11.073975  3.851426      1        
     608    2   3.203128          32     6.000000            6       1.000000    11.346562  3.203128      1        
     609    2   3.325178          32     6.000000            6       1.000000    11.034176  3.325178      1        
     610    2   2.746905          33     6.000000            6       1.000000    10.996905  2.746905      1        
     611    2   2.674394          32     6.000000            6       1.000000    10.411987  2.674394      1        
     612    2   2.132972          32     6.000000            6       1.000000     9.824458  2.132972      1        
     613    2   2.900590          32     5.904935            6       1.000000    10.884839  2.903976      1        
     614    2   3.828530          33     4.745804            6       1.000000    11.206248  3.915676      1        
     615    2   4.787819          33     3.562931            6       1.000000    11.611178  4.959517      1        
     616    2   4.175681          33     4.193071            6       1.000000    11.412893  4.261537      1        
     617    2   4.250000          35     3.000000            6       1.000000    11.500000  4.250000      1        
     618    2   2.886961          33     5.667880            6       1.000000    10.690251  2.901228      1        
     619    2   4.469583          33     4.264511            6       1.000000    11.601729  4.523780      1        
     620    2   4.443737          33     3.865177            6       1.001827    11.274165  4.515114      1        
     621    2   3.608104          34     3.000000            6       1.000000    11.709544  3.608104      1        
     622    2   5.461077          34     3.000000            6       1.000000    11.711077  5.461077      1        
     623    2   3.512777          32     5.533815            6       1.004804    11.332647  3.532452      1        
     624    2   3.625000           1     1.000000            1       1.000000     9.990000  3.625000      1        
     625    2   1.875000           2     1.000000            3       1.000000     9.999000  1.875000      1        
     626    2   3.408924           4     1.000000            6       1.000000    11.131267  3.408924      1        
     627    2   3.458015           6     1.000000            6       1.000000    13.754218  3.458015      1        
     628    2   3.650000           4     1.000000            6       1.000000    10.750000  3.650000      1        
     629    2   3.411600           5     1.000000            6       1.000000    10.661600  3.411600      1        
     630    2   2.875000           4     1.000000            6       1.000000    10.625000  2.875000      1        

                                               S-109                                                               

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                             MONTHS TO                   MONTHS                                                    
                             NEXT RATE     INITIAL    BETWEEN RATE   SUBSEQUENT    MAXIMUM   MINIMUM               
 LOAN     LOAN   GROSS       ADJUSTMENT     RATE       ADJUSTMENT  PERIODIC RATE  MORTGAGE  MORTGAGE   PRE-FUNDING 
NUMBER    GROUP  MARGIN (%)     DATE       CAP (%)       DATES        CAP (%)     RATE (%)  RATE (%)  TERM (MONTHS)
------    -----  ----------     ----       -------       -----        -------     --------  --------  -------------
     631    2   3.713530           5     1.048500            6       1.048500    12.184019  3.864734      1        
     632    2   3.750000          59     3.000000            6       1.000000    11.750000  3.750000      1        
     633    2   5.000000          57     4.020767            6       1.000000    11.012979  5.000000      1        
     634    2   3.500000          60     3.000000            6       1.000000    11.625000  3.500000      1        
     635    2   3.875000          59     3.000000            6       1.000000    11.994838  3.875000      1        
     636    2   3.947702          59     3.468053            6       1.000000    11.877858  4.358247      1        
     637    2   4.668580          59     3.000000            6       1.000000    11.434122  4.668580      1        

(ii) with respect to the certificates, the level of One-Month LIBOR remains     
constant at 1.60%; (iii) the hypothetical mortgage loans with an Index indicated
as "3 Month LIBOR", "6 Month LIBOR", "1 Year LIBOR", or "1 Month LIBOR" have an 
Index of Three-Month LIBOR, Six-Month LIBOR, One-Year LIBOR and One-Month LIBOR 
which remain constant at 1.71%, 1.93%, 2.25% and 1.60% per annum, respectively; 
(iv) payments on the certificates are received, in cash, on the 25th day of each
month, commencing in September 2004; (v) there are no delinquencies or losses on
the mortgage loans and principal payments on the mortgage loans are timely      
received together with prepayments, if any, at the respective percentages of the
Prepayment Assumption set forth in the following tables; (vi) there are no      
repurchases of the mortgage loans; (vii) all of the hypothetical mortgage loans 
are fully-amortizing; (viii) there is no Prepayment Interest Shortfall, Net WAC 
Shortfall Amount or any other interest shortfall in any month; (ix) the         
scheduled monthly payment for the mortgage loan is calculated based on its      
principal balance, mortgage rate and remaining term to maturity such that such  
mortgage loan will amortize in amounts sufficient to repay the remaining        
principal balance of such mortgage loan by its remaining term to maturity, in   
some cases following an interest only period; (x) with respect to each mortgage 
loan, the Index remains constant at the rate set forth above and the mortgage   
rate on each mortgage loan is adjusted on the next adjustment date (and on      
subsequent adjustment dates, as necessary) to equal the Index plus the          
applicable gross margin, subject to the maximum mortgage rates, minimum mortgage
rates and periodic rate caps listed above; (xi) none of the mortgage loans      
provide for negative amortization; (xii) the monthly payment on each mortgage   
loan is adjusted on the due date immediately following the next related         
adjustment date (and on subsequent adjustment dates, as necessary) to equal a   
fully amortizing payment as described in clause (ix) above, in some cases, after
an initial interest only period; (xiii) payments on the mortgage loans earn no  
reinvestment return; (xiv) there are no additional ongoing expenses payable out 
of the trust, other than the Policy Premium Rate payable to the Certificate     
Insurer; (xv) the holder of the Class C Certificates exercises its optional call
on the first distribution date on which it would be permitted to do so as       
described in "Pooling and Servicing Agreement -- Termination" in this prospectus
supplement; (xvi) the certificates will be purchased on August 31, 2004; (xvii) 
with respect to the "Pre-Funding Term" column, hypothetical mortgage loans with 
a value of 1, will begin to pay interest based on the mortgage rates in         
September 2004 and principal in October 2004 with the characteristics set forth 
in the previous table, and in each case are computed prior to giving effect to  
prepayments received on the last day of the prior month; and (xviii) scheduled  
payments on the mortgage loans are received on the first day of each month      
commencing in the calendar month following the Closing Date and are computed    
prior to giving effect to prepayments received on the last day of the prior     
month. Nothing contained in the foregoing assumptions should be construed as a  
representation that the mortgage loans will not experience delinquencies or     
losses or will otherwise behave in accordance with any of the above structuring 
assumptions.                                                                    

       Based on the foregoing assumptions, the following tables indicate the
projected weighted average lives of each class of the Offered Certificates and  
set forth the percentages of the original Certificate Principal Balance of each 
such class of Offered Certificates that would be outstanding after each of the  
dates shown, at various constant percentages of the Prepayment Assumption.      

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                        CLASS 1-A-1 CERTIFICATES                
                                         -------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage......................        100%        100%      100%       100%       100%
August 25, 2005.........................         98          56        45         19          2 
August 25, 2006.........................         97          21         6          0          0 
August 25, 2007.........................         96           0         0          0          0 
August 25, 2008.........................         94           0         0          0          0 
August 25, 2009.........................         93           0         0          0          0 
August 25, 2010.........................         89           0         0          0          0 
August 25, 2011.........................         86           0         0          0          0 
August 25, 2012.........................         83           0         0          0          0 
August 25, 2013.........................         79           0         0          0          0 
August 25, 2014.........................         75           0         0          0          0 
August 25, 2015.........................         70           0         0          0          0 
August 25, 2016.........................         65           0         0          0          0 
August 25, 2017.........................         60           0         0          0          0 
August 25, 2018.........................         55           0         0          0          0 
August 25, 2019.........................         50           0         0          0          0 
August 25, 2020.........................         44           0         0          0          0 
August 25, 2021.........................         37           0         0          0          0 
August 25, 2022.........................         31           0         0          0          0 
August 25, 2023.........................         24           0         0          0          0 
August 25, 2024.........................         16           0         0          0          0 
August 25, 2025.........................          8           0         0          0          0 
August 25, 2026.........................          1           0         0          0          0 
August 25, 2027.........................          0           0         0          0          0 
August 25, 2028.........................          0           0         0          0          0 
August 25, 2029.........................          0           0         0          0          0 
August 25, 2030.........................          0           0         0          0          0 
August 25, 2031.........................          0           0         0          0          0 
August 25, 2032.........................          0           0         0          0          0 
August 25, 2033.........................          0           0         0          0          0 
August 25, 2034.........................          0           0         0          0          0 
Weighted Average Life                                                                           
              in years (to Maturity)*...       14.0         1.3       1.0        0.6        0.5 
Weighted Average Life                                                                           
              in years (to Call)*.......       14.0         1.3       1.0        0.6        0.5 

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                                                         CLASS 1-A-2 CERTIFICATES               
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................        100%       100%      100%       100%       100%
August 25, 2005..........................        100        100       100        100        100 
August 25, 2006..........................        100        100       100         32          0 
August 25, 2007..........................        100         89        48          0          0 
August 25, 2008..........................        100         52        17          0          0 
August 25, 2009..........................        100         21         0          0          0 
August 25, 2010..........................        100          0         0          0          0 
August 25, 2011..........................        100          0         0          0          0 
August 25, 2012..........................        100          0         0          0          0 
August 25, 2013..........................        100          0         0          0          0 
August 25, 2014..........................        100          0         0          0          0 
August 25, 2015..........................        100          0         0          0          0 
August 25, 2016..........................        100          0         0          0          0 
August 25, 2017..........................        100          0         0          0          0 
August 25, 2018..........................        100          0         0          0          0 
August 25, 2019..........................        100          0         0          0          0 
August 25, 2020..........................        100          0         0          0          0 
August 25, 2021..........................        100          0         0          0          0 
August 25, 2022..........................        100          0         0          0          0 
August 25, 2023..........................        100          0         0          0          0 
August 25, 2024..........................        100          0         0          0          0 
August 25, 2025..........................        100          0         0          0          0 
August 25, 2026..........................        100          0         0          0          0 
August 25, 2027..........................         84          0         0          0          0 
August 25, 2028..........................         65          0         0          0          0 
August 25, 2029..........................         45          0         0          0          0 
August 25, 2030..........................         23          0         0          0          0 
August 25, 2031..........................          1          0         0          0          0 
August 25, 2032..........................          0          0         0          0          0 
August 25, 2033..........................          0          0         0          0          0 
August 25, 2034..........................          0          0         0          0          0 
Weighted Average Life                                                                           
            in years (to Maturity)*......       24.7        4.2       3.2        1.9        1.4 
Weighted Average Life                                                                           
            in years (to Call)*..........       24.7        4.2       3.2        1.9        1.4 

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                                                       CLASS 1-A-3 CERTIFICATES                 
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100        90   
August 25, 2007..........................       100       100        100         60         0   
August 25, 2008..........................       100       100        100          0         0   
August 25, 2009..........................       100       100         86          0         0   
August 25, 2010..........................       100        96         59          0         0   
August 25, 2011..........................       100        72          0          0         0   
August 25, 2012..........................       100        53          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................       100         0          0          0         0   
August 25, 2027..........................       100         0          0          0         0   
August 25, 2028..........................       100         0          0          0         0   
August 25, 2029..........................       100         0          0          0         0   
August 25, 2030..........................       100         0          0          0         0   
August 25, 2031..........................       100         0          0          0         0   
August 25, 2032..........................        68         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      28.5       9.1        7.2        4.2       2.9   
Weighted Average Life                                                                           
            in years (to Call)*..........      28.1       7.5        5.9        3.4       2.5   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                       CLASS 1-A-4 CERTIFICATES                 
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................        99        75         68         53        43   
August 25, 2006..........................        98        54         45         26        16   
August 25, 2007..........................        98        39         29         11         0   
August 25, 2008..........................        97        30         22          0         0   
August 25, 2009..........................        96        23         15          0         0   
August 25, 2010..........................        94        17         10          0         0   
August 25, 2011..........................        92        13          0          0         0   
August 25, 2012..........................        90         9          0          0         0   
August 25, 2013..........................        88         0          0          0         0   
August 25, 2014..........................        85         0          0          0         0   
August 25, 2015..........................        83         0          0          0         0   
August 25, 2016..........................        80         0          0          0         0   
August 25, 2017..........................        77         0          0          0         0   
August 25, 2018..........................        74         0          0          0         0   
August 25, 2019..........................        71         0          0          0         0   
August 25, 2020..........................        67         0          0          0         0   
August 25, 2021..........................        64         0          0          0         0   
August 25, 2022..........................        60         0          0          0         0   
August 25, 2023..........................        56         0          0          0         0   
August 25, 2024..........................        51         0          0          0         0   
August 25, 2025..........................        47         0          0          0         0   
August 25, 2026..........................        43         0          0          0         0   
August 25, 2027..........................        38         0          0          0         0   
August 25, 2028..........................        34         0          0          0         0   
August 25, 2029..........................        29         0          0          0         0   
August 25, 2030..........................        23         0          0          0         0   
August 25, 2031..........................        18         0          0          0         0   
August 25, 2032..........................        12         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      19.2       3.4        2.6        1.6       1.2   
Weighted Average Life                                                                           
            in years (to Call)*..........      19.1       3.1        2.4        1.4       1.1   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                       CLASS 1-A-5 CERTIFICATES                 
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................        99        75         68         53        43   
August 25, 2006..........................        98        54         45         26        16   
August 25, 2007..........................        98        39         29         11         0   
August 25, 2008..........................        97        30         22          0         0   
August 25, 2009..........................        96        23         15          0         0   
August 25, 2010..........................        94        17         10          0         0   
August 25, 2011..........................        92        13          0          0         0   
August 25, 2012..........................        90         9          0          0         0   
August 25, 2013..........................        88         0          0          0         0   
August 25, 2014..........................        85         0          0          0         0   
August 25, 2015..........................        83         0          0          0         0   
August 25, 2016..........................        80         0          0          0         0   
August 25, 2017..........................        77         0          0          0         0   
August 25, 2018..........................        74         0          0          0         0   
August 25, 2019..........................        71         0          0          0         0   
August 25, 2020..........................        67         0          0          0         0   
August 25, 2021..........................        64         0          0          0         0   
August 25, 2022..........................        60         0          0          0         0   
August 25, 2023..........................        56         0          0          0         0   
August 25, 2024..........................        51         0          0          0         0   
August 25, 2025..........................        47         0          0          0         0   
August 25, 2026..........................        43         0          0          0         0   
August 25, 2027..........................        38         0          0          0         0   
August 25, 2028..........................        34         0          0          0         0   
August 25, 2029..........................        29         0          0          0         0   
August 25, 2030..........................        23         0          0          0         0   
August 25, 2031..........................        18         0          0          0         0   
August 25, 2032..........................        12         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      19.2       3.4        2.6        1.6       1.2   
Weighted Average Life                                                                           
            in years (to Call)*..........      19.1       3.1        2.4        1.4       1.1   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                       CLASS 2-A-1 CERTIFICATES                 
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................        99        75         68         53        44   
August 25, 2006..........................        98        54         45         26        16   
August 25, 2007..........................        97        39         29         11         0   
August 25, 2008..........................        96        30         22          0         0   
August 25, 2009..........................        95        23         15          0         0   
August 25, 2010..........................        93        17         10          0         0   
August 25, 2011..........................        91        13          0          0         0   
August 25, 2012..........................        89         9          0          0         0   
August 25, 2013..........................        87         0          0          0         0   
August 25, 2014..........................        85         0          0          0         0   
August 25, 2015..........................        82         0          0          0         0   
August 25, 2016..........................        79         0          0          0         0   
August 25, 2017..........................        76         0          0          0         0   
August 25, 2018..........................        73         0          0          0         0   
August 25, 2019..........................        70         0          0          0         0   
August 25, 2020..........................        67         0          0          0         0   
August 25, 2021..........................        63         0          0          0         0   
August 25, 2022..........................        59         0          0          0         0   
August 25, 2023..........................        55         0          0          0         0   
August 25, 2024..........................        51         0          0          0         0   
August 25, 2025..........................        47         0          0          0         0   
August 25, 2026..........................        43         0          0          0         0   
August 25, 2027..........................        38         0          0          0         0   
August 25, 2028..........................        34         0          0          0         0   
August 25, 2029..........................        29         0          0          0         0   
August 25, 2030..........................        23         0          0          0         0   
August 25, 2031..........................        18         0          0          0         0   
August 25, 2032..........................        12         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      19.1       3.4        2.6        1.6       1.2   
Weighted Average Life                                                                           
            in years (to Call)*..........      19.0       3.1        2.4        1.4       1.1   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                       CLASS 2-A-2 CERTIFICATES                 
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................        99        75         68         53        44   
August 25, 2006..........................        98        54         45         26        16   
August 25, 2007..........................        97        39         29         11         0   
August 25, 2008..........................        96        30         22          0         0   
August 25, 2009..........................        95        23         15          0         0   
August 25, 2010..........................        93        17         10          0         0   
August 25, 2011..........................        91        13          0          0         0   
August 25, 2012..........................        89         9          0          0         0   
August 25, 2013..........................        87         0          0          0         0   
August 25, 2014..........................        85         0          0          0         0   
August 25, 2015..........................        82         0          0          0         0   
August 25, 2016..........................        79         0          0          0         0   
August 25, 2017..........................        76         0          0          0         0   
August 25, 2018..........................        73         0          0          0         0   
August 25, 2019..........................        70         0          0          0         0   
August 25, 2020..........................        67         0          0          0         0   
August 25, 2021..........................        63         0          0          0         0   
August 25, 2022..........................        59         0          0          0         0   
August 25, 2023..........................        55         0          0          0         0   
August 25, 2024..........................        51         0          0          0         0   
August 25, 2025..........................        47         0          0          0         0   
August 25, 2026..........................        43         0          0          0         0   
August 25, 2027..........................        38         0          0          0         0   
August 25, 2028..........................        34         0          0          0         0   
August 25, 2029..........................        29         0          0          0         0   
August 25, 2030..........................        23         0          0          0         0   
August 25, 2031..........................        18         0          0          0         0   
August 25, 2032..........................        12         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      19.1       3.4        2.6        1.6       1.2   
Weighted Average Life                                                                           
            in years (to Call)*..........      19.0       3.1        2.4        1.4       1.1   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                        CLASS M-1 CERTIFICATES                  
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100       100   
August 25, 2007..........................       100       100        100        100         0   
August 25, 2008..........................       100        66         47          0         0   
August 25, 2009..........................       100        49         33          0         0   
August 25, 2010..........................       100        37         23          0         0   
August 25, 2011..........................       100        27          0          0         0   
August 25, 2012..........................       100        20          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................        92         0          0          0         0   
August 25, 2027..........................        83         0          0          0         0   
August 25, 2028..........................        73         0          0          0         0   
August 25, 2029..........................        62         0          0          0         0   
August 25, 2030..........................        51         0          0          0         0   
August 25, 2031..........................        39         0          0          0         0   
August 25, 2032..........................        26         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      25.9       5.8        4.8        3.9       4.1   
Weighted Average Life                                                                           
            in years (to Call)*..........      25.8       5.4        4.4        3.6       3.0   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                        CLASS M-2 CERTIFICATES                  
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100       100   
August 25, 2007..........................       100       100        100        100         0   
August 25, 2008..........................       100        66         47          0         0   
August 25, 2009..........................       100        49         33          0         0   
August 25, 2010..........................       100        37         23          0         0   
August 25, 2011..........................       100        27          0          0         0   
August 25, 2012..........................       100        20          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................        92         0          0          0         0   
August 25, 2027..........................        83         0          0          0         0   
August 25, 2028..........................        73         0          0          0         0   
August 25, 2029..........................        62         0          0          0         0   
August 25, 2030..........................        51         0          0          0         0   
August 25, 2031..........................        39         0          0          0         0   
August 25, 2032..........................        26         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      25.9       5.8        4.7        3.8       3.9   
Weighted Average Life                                                                           
            in years (to Call)*..........      25.8       5.4        4.4        3.6       3.0   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                        CLASS M-3 CERTIFICATES                  
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100       100   
August 25, 2007..........................       100       100        100        100         0   
August 25, 2008..........................       100        66         47          0         0   
August 25, 2009..........................       100        49         33          0         0   
August 25, 2010..........................       100        37         23          0         0   
August 25, 2011..........................       100        27          0          0         0   
August 25, 2012..........................       100        20          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................        92         0          0          0         0   
August 25, 2027..........................        83         0          0          0         0   
August 25, 2028..........................        73         0          0          0         0   
August 25, 2029..........................        62         0          0          0         0   
August 25, 2030..........................        51         0          0          0         0   
August 25, 2031..........................        39         0          0          0         0   
August 25, 2032..........................        26         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      25.9       5.7        4.7        3.7       3.7   
Weighted Average Life                                                                           
            in years (to Call)*..........      25.8       5.4        4.4        3.5       3.0   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                        CLASS M-4 CERTIFICATES                  
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100       100   
August 25, 2007..........................       100       100        100        100         0   
August 25, 2008..........................       100        66         47          0         0   
August 25, 2009..........................       100        49         33          0         0   
August 25, 2010..........................       100        37         23          0         0   
August 25, 2011..........................       100        27          0          0         0   
August 25, 2012..........................       100        20          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................        92         0          0          0         0   
August 25, 2027..........................        83         0          0          0         0   
August 25, 2028..........................        73         0          0          0         0   
August 25, 2029..........................        62         0          0          0         0   
August 25, 2030..........................        51         0          0          0         0   
August 25, 2031..........................        39         0          0          0         0   
August 25, 2032..........................        26         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      25.9       5.7        4.6        3.6       3.5   
Weighted Average Life                                                                           
            in years (to Call)*..........      25.8       5.4        4.4        3.4       3.0   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                        CLASS M-5 CERTIFICATES                  
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100       100   
August 25, 2007..........................       100       100        100        100         0   
August 25, 2008..........................       100        66         47          0         0   
August 25, 2009..........................       100        49         33          0         0   
August 25, 2010..........................       100        37         23          0         0   
August 25, 2011..........................       100        27          0          0         0   
August 25, 2012..........................       100        18          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................        92         0          0          0         0   
August 25, 2027..........................        83         0          0          0         0   
August 25, 2028..........................        73         0          0          0         0   
August 25, 2029..........................        62         0          0          0         0   
August 25, 2030..........................        51         0          0          0         0   
August 25, 2031..........................        39         0          0          0         0   
August 25, 2032..........................        26         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      25.8       5.5        4.4        3.4       3.3   
Weighted Average Life                                                                           
            in years (to Call)*..........      25.8       5.4        4.3        3.4       3.0   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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                        PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE     
                                 FOLLOWING PERCENTAGES OF THE PREPAYMENT ASSUMPTION             

                                                         CLASS B CERTIFICATES                   
                                          ------------------------------------------------------
PREPAYMENT ASSUMPTION                             0%         80%      100%       150%       180%
---------------------                             --         ---      ----       ----       ----
DISTRIBUTION DATE                                                                               
-----------------                                                                               
                                                                                                
Initial Percentage.......................       100%      100%       100%       100%      100%  
August 25, 2005..........................       100       100        100        100       100   
August 25, 2006..........................       100       100        100        100       100   
August 25, 2007..........................       100       100        100        100         0   
August 25, 2008..........................       100        56         33          0         0   
August 25, 2009..........................       100        35         14          0         0   
August 25, 2010..........................       100        19          1          0         0   
August 25, 2011..........................       100         7          0          0         0   
August 25, 2012..........................       100         0          0          0         0   
August 25, 2013..........................       100         0          0          0         0   
August 25, 2014..........................       100         0          0          0         0   
August 25, 2015..........................       100         0          0          0         0   
August 25, 2016..........................       100         0          0          0         0   
August 25, 2017..........................       100         0          0          0         0   
August 25, 2018..........................       100         0          0          0         0   
August 25, 2019..........................       100         0          0          0         0   
August 25, 2020..........................       100         0          0          0         0   
August 25, 2021..........................       100         0          0          0         0   
August 25, 2022..........................       100         0          0          0         0   
August 25, 2023..........................       100         0          0          0         0   
August 25, 2024..........................       100         0          0          0         0   
August 25, 2025..........................       100         0          0          0         0   
August 25, 2026..........................        90         0          0          0         0   
August 25, 2027..........................        78         0          0          0         0   
August 25, 2028..........................        65         0          0          0         0   
August 25, 2029..........................        51         0          0          0         0   
August 25, 2030..........................        37         0          0          0         0   
August 25, 2031..........................        21         0          0          0         0   
August 25, 2032..........................         5         0          0          0         0   
August 25, 2033..........................         0         0          0          0         0   
August 25, 2034..........................         0         0          0          0         0   
Weighted Average Life                                                                           
            in years (to Maturity)*......      25.0       4.6        3.8        3.1       3.1   
Weighted Average Life                                                                           
            in years (to Call)*..........      25.0       4.6        3.8        3.1       3.0   

(*)      The weighted average life of a certificate is determined by (i)        
         multiplying the net reduction, if any, of Certificate Principal Balance
        by the number of years from the date of issuance of the certificate to
   the related distribution date, (ii) adding the results, and (iii)
dividing the sum by the aggregate of the net reductions of the
Certificate Principal Balance described in (i) above.         

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   There is no assurance that prepayments of the mortgage loans will
conform to any of the percentages of the Prepayment Assumption indicated in the 
tables above or to any other level, or that the actual weighted average life of 
any class of Offered Certificates will conform to any of the weighted average   
lives set forth in the tables above. Furthermore, the information contained in  
the tables with respect to the weighted average life of each specified class of 
Offered Certificates is not necessarily indicative of the weighted average life 
that might be calculated or projected under different or varying prepayment     
assumptions or other structuring assumptions.                                   

  The characteristics of the mortgage loans will differ from those
assumed in preparing the table above. In addition, it is unlikely that any      
mortgage loan will prepay at any constant percentage of the Prepayment          
Assumption until maturity or that all of the mortgage loans 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.         

FINAL SCHEDULED DISTRIBUTION DATES                                              

   The final scheduled distribution date with respect to the Offered
Certificates will be the distribution date in November 2034, which is the       
distribution date following the month of the last possible scheduled monthly    
payment of a mortgage loan. Due to losses and prepayments on the mortgage loans,
the final scheduled distribution date on each class of certificates may be      
substantially earlier. In addition, the actual final distribution date may be   
later than the final scheduled distribution date.                               

 THE CERTIFICATE INSURER

The following information has been supplied by Ambac Assurance
Corporation, the Certificate Insurer, for inclusion in this prospectus          
supplement. No representation is made by the company, the Master Servicer, the  
Underwriters or any of their affiliates as to the accuracy or completeness of   
the information.                                                                

  The Certificate Insurer is a Wisconsin-domiciled stock insurance
corporation regulated by the Office of the Commissioner of Insurance of the     
State of Wisconsin and licensed to do business in 50 states, the District of    
Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and the U.S.   
Virgin Islands. The Certificate Insurer primarily insures newly-issued municipal
and structured finance obligations. The Certificate Insurer is a wholly owned   
subsidiary of Ambac Financial Group, Inc. (formerly, AMBAC Inc.), a 100%        
publicly-held company. Moody's, Standard & Poor's and Fitch Ratings have each   
assigned a triple-A financial strength rating to the Certificate Insurer.       

      The consolidated financial statements of the Certificate Insurer and
subsidiaries as of December 31, 2003 and December 31, 2002, and for each of the 
years in the three-year period ended December 31, 2003, prepared in accordance  
with accounting principles generally accepted in the United States of America,  
included in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which
was filed with the Commission on March 15, 2004; Commission File Number         
1-10777), the unaudited consolidated financial statements of the Certificate    
Insurer and subsidiaries as of March 31, 2004 and for the periods ending March  
31, 2004 and March 31, 2003 included in the Quarterly Report on Form 10-Q of    
Ambac Financial Group, Inc. for the period ended March 31, 2004 (which was filed
with the Commission on May 10, 2004); the unaudited consolidated financial      
statements of the Certificate Insurer and subsidiaries as of June 30, 2004 and  
for the periods ended June 30, 2004 and June 30, 2003 included in the Quarterly 
Report on Form 10-Q of Ambac Financial Group, Inc. for the period ended June 30,
2004 (which was filed with the Commission on August 9, 2004) and the Current    
Reports on Form 8-K filed with the Commission on April 22, 2004, July 22, 2004  
and August 20, 2004, as each related to the Certificate Insurer, are hereby     
incorporated by reference into this prospectus supplement and shall be deemed to
be a part of this prospectus supplement. Any statement                          

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contained in a document incorporated in this prospectus supplement by reference 
shall be modified or superseded for the purposes of this prospectus supplement  
to the extent that a statement contained in this prospectus supplement by       
reference in this prospectus supplement also modifies or supersedes the         
statement. Any statement so modified or superseded shall not be deemed, except  
as so modified or superseded, to constitute a part of this prospectus           
supplement.                                                                     

      All consolidated financial statements of the Certificate Insurer and
subsidiaries included in documents filed by Ambac Financial Group, Inc. with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, as
amended, subsequent to the date of this prospectus supplement and prior to the  
termination of the offering of the certificates shall be deemed to be           
incorporated by reference into this prospectus supplement and to be a part      
hereof from the respective dates of filing such consolidated financial          
statements.                                                                     

      The following table sets forth the capitalization of the Certificate
Insurer as of December 31, 2002, December 31, 2003, and June 30, 2004, in       
conformity with accounting principles generally accepted in the United States of
America.                                                                        

                                                        [Enlarge/Download Table]

                                    AMBAC ASSURANCE CORPORATION AND SUBSIDIARIES                                
                                         CONSOLIDATED CAPITALIZATION TABLE                                      
                                               (DOLLARS IN MILLIONS)                                            

                                                                       DECEMBER 31,  DECEMBER 31,  JUNE 30, 2004
                                                                           2002          2003       (UNAUDITED) 
                                                                           ----          ----       ----------- 
                                                                                                                
Unearned premiums................................................         $2,137         $2,553         $2,733  
Notes payable to affiliates......................................            111             84             90  
Other liabilities................................................          1,865          2,197          2,253  
                                                                          ------         ------        -------  
     Total liabilities...........................................          4,113          4,834          5,076  
                                                                          ------         ------        -------  
Stockholder's equity:                                                                                           
     Common stock................................................             82             82             82  
     Additional paid-in capital..................................            920          1,144          1,157  
     Accumulated other comprehensive                                                                            
         income..................................................            231            243             97  
     Retained earnings...........................................          2,849          3,430          3,754  
                                                                          ------         ------        -------  
     Total stockholder's equity..................................          4,082          4,899          5,090  
                                                                          ------         ------        -------  
     Total liabilities and stockholder's equity..................         $8,195         $9,733        $10,166  
                                                                          ======         ======        =======  

 For additional financial information concerning the Certificate
Insurer, see the audited consolidated financial statements of the Certificate   
Insurer incorporated by reference in this prospectus supplement. Copies of the  
consolidated financial statements of the Certificate Insurer incorporated by    
reference and copies of the Certificate Insurer's annual statement for the year 
ended December 31, 2003 prepared on the basis of accounting practices prescribed
or permitted by the State of Wisconsin Office of the Commissioner of Insurance  
are available, without charge, from the Certificate Insurer. The address of the 
Certificate Insurer's administrative offices and its telephone number are One   
State Street Plaza, 19th Floor, New York, New York 10004 and (212) 668-0340.    

The Certificate Insurer makes no representation regarding the 
certificates or the advisability of investing in the certificates and makes no  
representation regarding, nor has it participated in the preparation of, this   
prospectus supplement other than the information supplied by the Certificate    
Insurer and presented under the headings "The Certificate Insurer" and          
"Description of the Certificates -- Description of the                          

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Certificate Guaranty Insurance Policy" in this prospectus supplement and in the 
financial statements incorporated in this prospectus supplement by reference.   

 DESCRIPTION OF THE CERTIFICATES

GENERAL                                                                         

     The Series 2004-3 Certificates will consist of seventeen classes of
certificates, thirteen of which are offered hereby. Only the Offered            
Certificates are offered by this prospectus supplement.                         

    The Class C, the Class R and Class R-X Certificates, which are not
offered hereby, will be entitled to distributions on any distribution date only 
after all required distributions have been made on the Offered Certificates. The
Certificate Principal Balance of the Class C Certificates as of any date of     
determination will be equal to aggregate stated principal balance of the        
mortgage loans minus the aggregate Certificate Principal Balance of all other   
classes of certificates and will be entitled to distributions of interest as    
provided in the Agreement. The Class R Certificates and Class R-X Certificates  
will not have principal balances and will not be entitled to distributions of   
interest.                                                                       

      The Class P Certificates, which are not offered hereby, will have an
initial Certificate Principal Balance of $100 and will not be entitled to       
distributions in respect of interest. The Class P Certificates will be entitled 
to all prepayment charges received in respect of the mortgage loans.            

         The Class 1-A Certificates represent interests primarily in the Group 1
Loans and the Class 2-A Certificates represent interests primarily in the Group 
2 Loans. Payments of principal and interest on the Class 1-A Certificates will  
be made first from payments received on the Group 1 Loans and payments of       
principal and interest on the Class 2-A Certificates will be made first from    
payments received on the Group 2 Loans, in each case, as described in this      
prospectus supplement. SEE "--ALLOCATION OF AVAILABLE FUNDS--INTEREST           
DISTRIBUTIONS ON THE OFFERED CERTIFICATES", "--ALLOCATION OF AVAILABLE          
FUNDS--PRINCIPAL DISTRIBUTIONS ON THE OFFERED CERTIFICATES" AND                 
"--OVERCOLLATERALIZATION PROVISIONS" IN THIS PROSPECTUS SUPPLEMENT.             

  Each class of the Offered Certificates will have the approximate
initial Certificate Principal Balance as set forth on page S-4 hereof and will  
have the Pass-Through Rate as defined under "Glossary" in this prospectus       
supplement. The Pass-Through Rate on each class of the Offered Certificates will
be limited to the related Net WAC Rate. The holders of the Offered Certificates 
WILL NOT be entitled to recover interest in excess of any applicable limitation 
on the Pass-Through Rate thereof on any future distribution date from excess    
cashflow or from any other source except as provided in "--Overcollateralization
Provisions" below.                                                              

        The Offered Certificates will be issued, maintained and transferred on
the book-entry records of DTC and its participants in minimum denominations     
representing Certificate Principal Balances of $25,000 and integral multiples of
$1 in excess thereof.                                                           

     The Book-Entry Certificates will initially be represented by one or
more global certificates registered in the name of a nominee of DTC. The company
has been informed by DTC that DTC's nominee will be Cede & Co. No person        
acquiring an interest in any class of the Book-Entry Certificates will be       
entitled to receive a certificate representing such person's interest, except as
set forth below under "--Definitive Certificates." Unless and until definitive  
certificates are issued under the limited circumstances described in this       
prospectus supplement, all references to actions by certificateholders with     
respect to the Book-Entry Certificates shall refer to actions taken by DTC upon 
instructions from its participants and all references in this prospectus        
supplement to distributions, notices, reports and statements to                 
certificateholders with respect                                                 

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to the Book-Entry Certificates shall refer to distributions, notices, reports   
and statements to DTC or Cede & Co., as the registered holder of the Book-Entry 
Certificates, for distribution to Certificate Owners in accordance with DTC     
procedures. SEE "--REGISTRATION OF THE BOOK-ENTRY CERTIFICATES" AND             
"--DEFINITIVE CERTIFICATES" IN THIS PROSPECTUS SUPPLEMENT.                      

       The definitive certificates, if ever issued, will be transferable and
exchangeable at the offices of the Securities Administrator designated by the   
Securities Administrator from time to time for these purposes. The Securities   
Administrator has initially designated its offices located at Sixth Street and  
Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust 
Services - Impac Secured Assets Corp. 2004- 3, for such purpose. No service     
charge will be imposed for any registration of transfer or exchange, but the    
Trustee or the Securities Administrator may require payment of a sum sufficient 
to cover any tax or other governmental charge imposed in connection therewith.  

        All distributions to holders of the certificates, other than the final
distribution on any class of certificates, will be made on each distribution    
date by or on behalf of the Securities Administrator to the persons in whose    
names the certificates are registered at the close of business on the related   
Record Date. Distributions will be made by wire transfer in immediately         
available funds to the account of the certificateholders specified in the       
request. The final distribution on any class of certificates will be made in    
like manner, but only upon presentment and surrender of the class at the        
location specified by the Securities Administrator in the notice to             
certificateholders of the final distribution.                                   

REGISTRATION OF THE BOOK-ENTRY CERTIFICATES                                     

        DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing          
corporation" within the meaning of the New York Uniform Commercial Code, and a  
"clearing agency" registered pursuant to the provisions of Section 17A of the   
Exchange Act. DTC was created to hold securities for its participants and to    
facilitate the clearance and settlement of securities transactions between      
participants through electronic book entries, thereby eliminating the need for  
physical movement of certificates.                                              

       Certificate Owners that are not participants or indirect participants
but desire to purchase, sell or otherwise transfer ownership of, or other       
interests in, the Book-Entry Certificates may do so only through participants   
and indirect participants. In addition, Certificate Owners will receive all     
distributions of principal of and interest on the Book-Entry Certificates from  
the Securities Administrator on behalf of the Trustee through DTC and DTC       
participants. Accordingly, Certificate Owners may experience delays in their    
receipt of payments. Unless and until definitive certificates are issued, it is 
anticipated that the only certificateholders of the Book-Entry Certificates will
be Cede & Co., as nominee of DTC. Certificate Owners will not be recognized by  
the Trustee or the Securities Administrator as certificateholders, as such term 
is used in the Agreement and Certificate Owners will be permitted to exercise   
the rights of certificateholders only indirectly through DTC and its            
participants.                                                                   

  Under the Rules, DTC is required to make book-entry transfers of
Book-Entry Certificates among participants and to receive and transmit          
distributions of principal of, and interest on, the Book-Entry Certificates.    
Participants and indirect participants with which Certificate Owners have       
accounts with respect to the Book-Entry Certificates similarly are required to  
make book-entry transfers and receive and transmit these payments on behalf of  
their respective Certificate Owners. Accordingly, although Certificate Owners   
will not possess definitive certificates, the Rules provide a mechanism by which
Certificate Owners, through their participants and indirect participants, will  
receive payments and will be able to transfer their interest in the Book-Entry  
Certificates.                                                                   

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        Because DTC can only act on behalf of participants, who in turn act on
behalf of indirect participants and on behalf of certain banks, the ability of a
Certificate Owner to pledge Book-Entry Certificates to persons or entities that 
do not participate in the DTC system, or to otherwise act with respect to       
Book-Entry Certificates, may be limited due to the absence of physical          
certificates for the Book-Entry Certificates. In addition, under a book-entry   
format, Certificate Owners may experience delays in their receipt of payments   
since distribution will be made by the Securities Administrator on behalf of the
Trustee to Cede & Co., as nominee for DTC.                                      

  Under the Rules, DTC will take action permitted to be taken by a
certificateholders under the Agreement only at the direction of one or more     
participants to whose DTC account the Book-Entry Certificates are credited.     
Additionally, under the Rules, DTC will take actions with respect to specified  
Voting Rights only at the direction of and on behalf of participants whose      
holdings of Book-Entry Certificates evidence these specified Voting Rights. DTC 
may take conflicting actions with respect to Voting Rights, to the extent that  
participants whose holdings of Book-Entry Certificates evidence Voting Rights,  
authorize divergent action.                                                     

        The company, the Master Servicer, the Securities Administrator and the
Trustee will have no liability for any aspect of the records relating to or     
payments made on account of beneficial ownership interests in the Book-Entry    
Certificates held by Cede & Co., as nominee for DTC, or for maintaining,        
supervising or reviewing any records relating to beneficial ownership interests.

DEFINITIVE CERTIFICATES                                                         

       Definitive certificates will be issued to Certificate Owners or their
nominees, respectively, rather than to DTC or its nominee, only if (1) the      
company advises the Securities Administrator in writing that DTC is no longer   
willing or able to discharge properly its responsibilities as clearing agency   
with respect to the Book- Entry Certificates and the company is unable to locate
a qualified successor, (2) the company, at its option, elects to terminate the  
book-entry system through DTC, or (3) after the occurrence of an Event of       
Default, Certificate Owners representing in the aggregate not less than 51% of  
the Voting Rights of the Book-Entry Certificates advise the Securities          
Administrator and DTC through participants, in writing, that the continuation of
a book-entry system through DTC (or a successor thereto) is no longer in the    
Certificate Owners' best interest.                                              

         Upon the occurrence of any event described in the immediately preceding
paragraph, the Securities Administrator is required to notify all Certificate   
Owners through participants of the availability of definitive certificates. Upon
surrender by DTC of the definitive certificates representing the Book-Entry     
Certificates and receipt of instructions for re-registration, the Securities    
Administrator on behalf of the Trustee will reissue the Book-Entry Certificates 
as definitive certificates issued in the respective principal amounts owned by  
individual Certificate Owners, and thereafter the Trustee and the Securities    
Administrator will recognize the holders of definitive certificates as          
certificateholders under the Agreement. Definitive certificates will be issued  
in minimum denominations of $25,000, except that any beneficial ownership       
represented by a Book- Entry Certificate in an amount less than $25,000         
immediately prior to the issuance of a definitive certificate shall be issued in
a minimum denomination equal to the amount of the beneficial ownership.         

CALCULATION OF ONE-MONTH LIBOR FOR THE OFFERED CERTIFICATES                     

     On each LIBOR Determination Date, the Securities Administrator will
determine One-Month LIBOR for the next Accrual Period for the Offered           
Certificates on the basis of the offered rates of the Reference Banks for       
one-month United States dollar deposits, as such rate appears on the Telerate   
Screen Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination    
Date.                                                                           

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         On each LIBOR Determination Date, if the rate does not appear or is not
available on Telerate Screen Page 3750, One-Month LIBOR for the related Accrual 
Period for the Offered Certificates will be established by the Securities       
Administrator as follows:                                                       

                 (a) If on such LIBOR Determination Date two or more Reference
        Banks provide such offered quotations, One-Month LIBOR for the related
        Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of
0.0625%).                                                     

          (b) If on such LIBOR Determination Date fewer than two
      Reference Banks provide such offered quotations, One-Month LIBOR for
        the related Accrual Period shall be the higher of (x) One- Month LIBOR
    as determined on the previous LIBOR Determination Date and (y) the
Reserve Interest Rate.                                        

       The establishment of One-Month LIBOR on each LIBOR Determination Date
by the Securities Administrator and the Securities Administrator's calculation  
of the rate of interest applicable to the Offered Certificates for the related  
Accrual Period shall (in the absence of manifest error) be final and binding.   

ALLOCATION OF AVAILABLE FUNDS                                                   

        Distributions to holders of each class of Offered Certificates will be
made on each distribution date from the Available Distribution Amount.          

INTEREST DISTRIBUTIONS ON THE OFFERED CERTIFICATES            

       On each distribution date the Securities Administrator shall withdraw
from the Certificate Account that portion of the Available Distribution Amount  
for such distribution date consisting of the Interest Remittance Amount for such
distribution date, and make the following disbursements and transfers in the    
order of priority described below, in each case to the extent of the Interest   
Remittance Amount remaining for such distribution date.                         

       (i) (a) from the Interest Remittance Amount in respect of the Group 1
Loans (and after the distribution of the Interest Remittance Amount in respect  
of the Group 2 Loans as provided in clause (b) below, from the Interest         
Remittance Amount in respect of the Group 2 Loans), concurrently to the holders 
of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4 and Class 1-A-5       
Certificates, the related Monthly Interest Distributable Amount and any Unpaid  
Interest Shortfall Amount for each such class for such distribution date, and   
(b) from the Interest Remittance Amount in respect of the Group 2 Loans (and    
after the distribution of the Interest Remittance Amount in respect of the Group
1 Loans as provided in clause (a) above, from the Interest Remittance Amount in 
respect of the Group 1 Loans), concurrently to the holders of the Class 2-A-1   
Certificates and Class 2-A-2 Certificates, the related Monthly Interest         
Distributable Amount and any Unpaid Interest Shortfall Amount for each such     
class for such distribution date;                                               

      (ii) from the remaining Interest Remittance Amount, to the Class M-1
Certificates, the related Monthly Interest Distributable Amount for such class  
for such distribution date;                                                     

       (iii) from the remaining Interest Remittance Amount, to the Class M-2
Certificates, the related Monthly Interest Distributable Amount for such class  
for such distribution date;                                                     

      (iv) from the remaining Interest Remittance Amount, to the Class M-3
Certificates, the related Monthly Interest Distributable Amount for such class  
for such distribution date;                                                     

     (v) from the remaining Interest Remittance Amount, to the Class M-4
Certificates, the related                                                       

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Monthly Interest Distributable Amount for such class for such distribution date;

      (vi) from the remaining Interest Remittance Amount, to the Class M-5
Certificates, the related Monthly Interest Distributable Amount for such class  
for such distribution date; and                                                 

     (vii) from the remaining Interest Remittance Amount, to the Class B
Certificates, the related Monthly Interest Distributable Amount for such class  
for such distribution date.                                                     

         On any distribution date, any shortfalls resulting from the application
of the Relief Act and any Prepayment Interest Shortfalls to the extent not      
covered by Compensating Interest paid by the related Subservicer or the Master  
Servicer will be allocated, first, in reduction of amounts otherwise            
distributable to the Class C, Class R and Class R-X Certificates, and           
thereafter, to the Monthly Interest Distributable Amounts with respect to the   
Offered Certificates on a pro rata basis based on the respective amounts of     
interest accrued on such certificates for such distribution date. The holders of
the Offered Certificates will not be entitled to reimbursement for any such     
interest shortfalls. Unpaid Interest Shortfalls Amounts allocated to the        
certificates shall only be reimbursed as described in "--Overcollateralization  
Provisions" below.                                                              

   In addition, during the Funding Period, amounts on deposit in the
Pre-Funding Accounts will earn a limited amount of interest which will primarily
be available to the Certificateholders. The interest earned will be             
significantly less than interest generated by the mortgage loans in the trust.  
Any such shortfalls will be covered by the Interest Coverage Accounts as        
described in "-- Interest Coverage Accounts" below, but will not be covered by  
the Certificate Guaranty Insurance Policy or by any other third-party.          

PRINCIPAL DISTRIBUTIONS ON THE OFFERED CERTIFICATES           

      Except as provided below, on each distribution date (a) prior to the
Stepdown Date or (b) on or after the Stepdown Date if a Trigger Event is in     
effect, the holders of each class of Offered Certificates shall be entitled to  
receive distributions in respect of principal to the extent of the Principal    
Distribution Amount in the following amounts and order of priority:             

      (i) first, concurrently (a) to the holders of the Class 1-A-1, Class
1-A-2, Class 1-A-3, Class 1-A-4 and Class 1-A-5 Certificates, the Principal     
Distribution Amount for Loan Group 1 (allocated among such Class 1-A            
Certificates in the priority described below) and (b) to the holders of the     
Class 2-A-1 Certificates and Class 2-A-2 Certificates, the Principal            
Distribution Amount for Loan Group 2 (allocated among such Class 2-A            
Certificates in the priority described below), in each case until the           
Certificate Principal Balances thereof have been reduced to zero; provided, that
if on any distribution date, the Class 1-A Certificates or Class 2-A            
Certificates are no longer outstanding, the related portion of the Principal    
Distribution Amount will be allocated to the Class 2-A Certificates and Class   
1-A Certificates, respectively, in the order described above, in each case until
the Certificate Principal Balances thereof have been reduced to zero; and       

        (ii) second, from the remaining Principal Distribution Amount for both
Loan Groups, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,    
Class M-5 and Class B Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero.                                       

         Except as provided below, on each distribution date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, the holders of 
each class of Offered Certificates shall be entitled to receive distributions in
respect of principal to the extent of the Principal Distribution Amount in the  
following amounts and order of priority:                                        

      (i) first, concurrently (a) to the holders of the Class 1-A-1, Class
1-A-2, Class 1-A-3, Class 1-A-4 and Class 1-A-5 Certificates, the Class 1-A     
Principal Distribution Amount (allocated among such Class 1-A                   

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Certificates in the priority described below) and (b) to the holders of the     
Class 2-A-1 Certificates and Class 2-A-2 Certificates, the Class 2-A Principal  
Distribution Amount (allocated among such Class 2-A Certificates in the priority
described below), in each case until the Certificate Principal Balances thereof 
have been reduced to zero; provided, however, that (x) after the Certificate    
Principal Balance of the Class 1-A Certificates has been reduced to zero, the   
remaining Class 1-A Principal Distribution Amount will be applied to the Class  
2-A Certificates until the Certificate Principal Balance thereof is reduced to  
zero and (y) after the Certificate Principal Balance of the Class 2-A           
Certificates has been reduced to zero, the remaining Class 2-A Principal        
Distribution Amount will be applied to the Class 1-A Certificates until the     
Certificate Principal Balance thereof is reduced to zero;                       

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

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

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

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

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

       (vii) to the Class B Certificates, the Class B Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to     
zero.                                                                           

         With respect to the Class 1-A Certificates, all principal distributions
will be distributed concurrently (a) to the holders of the Class 1-A-1, Class   
1-A-2 and Class 1-A-3 Certificates, sequentially, and (b) to the holders of the 
Class 1-A-4 Certificates and Class 1-A-5 Certificates, pro rata. With respect to
the Class 2-A Certificates, all principal distributions will be distributed pro 
rata to the holders of the Class 2-A-1 Certificates and Class 2-A-2             
Certificates.                                                                   

      Notwithstanding the foregoing, on any distribution date on which the
aggregate Certificate Principal Balance of the Mezzanine Certificates and the   
Overcollateralized Amount have been reduced to zero, the Principal Distribution 
Amount will be paid to the Class A Certificates on a pro rata basis, based on   
the Certificate Principal Balances thereof, until reduced to zero.              

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

         Payments made to the Class A Certificates with amounts from non-related
Loan Groups are a type of credit enhancement, which has the effect of providing 
limited cross-collateralization among the Loan Groups.                          

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CREDIT ENHANCEMENT                                                              

       The credit enhancement provided for the benefit of the holders of the
Class A Certificates consists of subordination, the Certificate Guaranty        
Insurance Policy for the Class 2-A Certificates, as described below, excess     
interest, cross-collateralization and overcollateralization, as described under 
"--Overcollateralization Provisions" below and corridor contracts as described  
under "--Corridor Contracts" below.                                             

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

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

         The rights of the holders of Mezzanine Certificates with higher payment
priorities to receive distributions in respect of interest and principal will be
senior to the rights of holders of Mezzanine Certificates with lower payment    
priorities and the rights of the holders of the Mezzanine Certificates to       
receive distributions will be senior to the rights of the holders of the Class C
Certificates in respect of interest and principal, in each case to the extent   
described herein.                                                               

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

OVERCOLLATERALIZATION PROVISIONS                                                

Interest collections on the mortgage loans in each Loan Group 
(including, during the Funding Period, interest contributed by the related      
Interest Coverage Account) are expected to be generated in excess of the fees   
and expenses payable by the trust and the amount of interest payable to the     
holders of the Offered Certificates. The Agreement requires that, on each       
distribution date, the Net Monthly Excess Cashflow, if any, be applied on such  
distribution date as follows:                                                   

         (i) to the extent of Net Monthly Excess Cashflow related to the Group 2
Loans, to pay the Certificate Insurer the aggregate of all payments made by the 
Certificate Insurer under the Certificate Guaranty Insurance Policy with respect
to the Class 2-A Certificates;                                                  

     (ii) to the holders of the class or classes of Offered Certificates
then entitled to receive distributions in respect of principal, in an amount    
equal to any Extra Principal Distribution Amount, payable to such holders as    
part of the Principal Distribution Amount as described under "--Allocation of   
Available Funds--Principal Distributions on the Offered Certificates" above;    

       (iii) sequentially, to the holders of the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5 and Class B Certificates, in that order, an amount    
equal to any related Unpaid Interest Shortfall Amount for such Mezzanine        
Certificates;                                                                   

    (iv) first, to the Class 1-A-5 Certificates, any related Allocated
Realized Loss Amount and second,                                                

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sequentially to the holders of the Class M-1, Class M-2, Class M-3, Class M-4,  
Class M-5 and Class B Certificates, an amount equal to any related Allocated    
Realized Loss Amount;                                                           

         (v) to the extent of Net Monthly Excess Cashflow related to the Group 1
Loans, to pay the Certificate Insurer the aggregate of all payments made by the 
Certificate Insurer under the Certificate Guaranty Insurance Policy with respect
to the Class 2-A Certificates;                                                  

(vi) to the Net WAC Shortfall Reserve Fund to pay the Offered 
Certificates, to the extent not covered by the related Corridor Contract, the   
related Net WAC Shortfall Amount, which shall be paid first, to the Class 1-A-1,
Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 2-A-1 and Class 2-A-2 
Certificates, pro rata, and second, sequentially to the Class M-1, Class M-2,   
Class M-3, Class M-4, Class M-5 and Class B Certificates, in each case until the
related Net WAC Shortfall Amount has been reduced to zero; and                  

     (vii) to the holders of the Class C Certificates as provided in the
Agreement.                                                                      

DESCRIPTION OF THE CERTIFICATE GUARANTY INSURANCE POLICY                        

         On the Closing Date, the Certificate Insurer will issue the Certificate
Guaranty Insurance Policy in favor of the Trustee on behalf of the Class 2-A    
Certificateholders. The Certificate Guaranty Insurance Policy will              
unconditionally and irrevocably guarantee certain payments on the Class 2-A     
Certificates. Provided that timely notice has been received by the Certificate  
Insurer, the Certificate Insurer will be required to forward the Class 2-A      
Insured Amount, if any, to the Securities Administrator, on behalf of the Trust 
by the related distribution date. For purposes of the foregoing, amounts in the 
Certificate Account available for interest payments on any distribution date    
shall be deemed to include all amounts in the Certificate Account for such      
distribution date available for payment on such distribution date.              
Notwithstanding the foregoing two sentences, the Certificate Insurer shall not  
be obligated to pay any Preference Amount in respect of principal (other than   
principal paid in connection with Realized Losses) except on the final scheduled
distribution date or earlier termination of the trust pursuant to the terms of  
the Agreement. Prepayment Interest Shortfalls, Net WAC Shortfall Amounts and any
Relief Act Shortfalls will not be covered by the Certificate Guaranty Insurance 
Policy. The Certificate Guaranty Insurance Policy also will not cover any       
shortfalls as a result of limited earnings in the or Group 2 Pre-Funding        
Account. Pursuant to the terms of the Agreement, draws under the Certificate    
Guaranty Insurance Policy in respect of any Insured Undercollateralization      
Amount with respect to the Class 2-A Certificates will be paid to the Class 2-A 
Certificateholders by the Securities Administrator as principal. In the absence 
of payments under the Certificate Guaranty Insurance Policy, Class 2-A          
Certificateholders will directly bear the credit risks associated with their    
investment to the extent such risks are not covered by overcollateralization or 
otherwise.                                                                      

         IN THE EVENT THAT THE CERTIFICATE INSURER WERE TO BECOME INSOLVENT, ANY
CLAIMS ARISING UNDER THE CERTIFICATE GUARANTY INSURANCE POLICY WOULD BE EXCLUDED
FROM COVERAGE BY THE CALIFORNIA INSURANCE GUARANTY ASSOCIATION, ESTABLISHED     
PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA.                                

THE CORRIDOR CONTRACTS                                                          

     On the Closing Date, the Corridor Contracts will be assigned to, or
entered into by, the trust for the benefit of the holders of the Offered        
Certificates with the Corridor Contract Provider. The Corridor Contracts will   
contain Monthly Strike Rates and provide for the calculation of One-Month LIBOR.
The Corridor Contracts consists of four cap contracts, where net payments will  
be made to the trust if One-Month LIBOR exceeds the related Monthly Strike Rate,
but not greater than the Ceiling Rate. On any distribution date, any amounts    
from the related Corridor Contract not paid to the related Offered Certificates 
will be paid to the                                                             

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Class C Certificates and will be not be available to make payments to the       
Offered Certificates on future distribution dates.                              

       Payments will be made with respect to the Corridor Contracts based on
an effective notional balance in accordance with the schedule set forth in the  
Corridor Contracts.                                                             

        On each distribution date, the Securities Administrator will determine
the total amount payable to the trust under the Corridor Contracts. The         
Securities Administrator will determine whether a net payment is due to the     
trust and will collect such payment.                                            

        The Corridor Contracts will be governed by and construed in accordance
with the laws of the State of New York. The obligations of the Corridor Contract
Provider are limited to those specifically set forth in the Corridor Contracts. 

 The Corridor Contract Provider, or the guarantor thereof making
payments under the Corridor Contracts is, as of the Closing Date, rated at least
"AA-" (or its equivalent) by two of S&P, Moody's or Fitch Ratings.              

     The Monthly Strike Rates and the effective notional balances of the
Class 1-A Corridor Contract will be determined in accordance with the following 
table:                                                                          

                                                        [Enlarge/Download Table]

      Distribution Date        Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------        ------------------------------  -----------------------  ----------------
                                                                                                        
September 25, 2004............         1,527,552,000                  6.275600            8.300000      
October 25, 2004..............         1,505,511,040                  5.270830            8.297820      
November 25, 2004.............         1,457,570,071                  5.110290            8.294640      
December 25, 2004.............         1,411,053,087                  5.274040            8.286430      
January 25, 2005..............         1,365,917,994                  5.114740            8.279590      
February 25, 2005.............         1,322,124,023                  5.140410            8.227690      
March 25, 2005................         1,279,634,348                  5.678150            8.173920      
April 25, 2005................         1,238,408,214                  5.153370            8.180960      
May 25, 2005..................         1,198,406,856                  5.318200            8.175470      
June 25, 2005.................         1,159,593,797                  5.156380            8.179100      
July 25, 2005.................         1,121,933,804                  5.322830            8.174670      
August 25, 2005...............         1,085,392,796                  5.198740            8.149890      
September 25, 2005............         1,049,939,886                  5.229770            8.130050      
October 25, 2005..............         1,015,541,429                  5.397210            8.124750      
November 25, 2005.............           982,165,079                  5.232300            8.130760      
December 25, 2005.............           949,780,519                  5.399900            8.125280      
January 25, 2006..............           918,358,357                  5.235810            8.131230      
February 25, 2006.............           887,870,136                  5.274040            8.101450      
March 25, 2006................           858,289,807                  5.838220            8.055720      
April 25, 2006................           829,589,308                  5.298340            8.079870      
May 25, 2006..................           801,741,914                  5.467950            8.073630      
June 25, 2006.................           774,722,317                  5.450880            7.614310      
July 25, 2006.................           748,587,154                  5.784940            7.312500      

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      Distribution Date        Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------        ------------------------------  -----------------------  ----------------
August 25, 2006...............           723,276,295                  6.133830            7.094280      
September 25, 2006............           698,731,812                  6.284060            7.981420      
October 25, 2006..............           674,914,922                  6.490050            7.935400      
November 25, 2006.............           651,802,597                  6.290490            7.980820      
December 25, 2006.............           629,373,895                  6.552990            7.962400      
January 25, 2007..............           607,610,897                  6.401890            7.984640      
February 25, 2007.............           586,496,232                  6.571090            7.846380      
March 25, 2007................           566,011,513                  7.311750            7.624390      
April 25, 2007................           546,133,098                  6.629830            7.785420      
May 25, 2007..................           526,842,564                  6.937690            7.735240      
June 25, 2007.................           508,103,490                  6.893990            7.616940      
July 25, 2007.................           489,952,940                  7.348450            7.513170      
August 25, 2007...............           472,363,024                  7.341520            7.341520      
September 25, 2007............           455,301,948                  7.438420            8.165610      
October 25, 2007..............           455,301,948                  7.679270            8.092830      
November 25, 2007.............           455,301,948                  7.440030            8.164310      
December 25, 2007.............           442,474,011                  7.720190            8.112110      
January 25, 2008..............           429,383,928                  7.521560            8.149390      
February 25, 2008.............           416,683,393                  7.629390            7.956660      
March 25, 2008................           404,360,682                  8.183600            8.183600      
April 25, 2008................           392,401,635                  7.672990            7.892670      
May 25, 2008..................           380,795,313                  7.948120            7.948120      
June 25, 2008.................           369,537,277                  7.742470            7.870920      
July 25, 2008.................           358,611,185                  8.025240            8.025240      
August 25, 2008...............           348,009,350                  7.843970            7.853340      
September 25, 2008............           337,720,824                  7.869500            8.846520      
October 25, 2008..............           327,735,749                  8.124180            8.764830      
November 25, 2008.............           318,045,054                  7.870370            8.846730      
December 25, 2008.............           308,640,075                  8.152280            8.792680      
January 25, 2009..............           299,512,409                  7.926380            8.892630      
February 25, 2009.............           290,654,099                  8.008010            8.924080      
March 25, 2009................           282,057,526                  8.879710            8.879710      
April 25, 2009................           273,714,528                  8.045750            8.938070      
May 25, 2009..................           265,617,568                  8.322130            8.782240      
June 25, 2009.................           257,762,289                  8.096560            8.895280      
July 25, 2009.................           250,138,416                  8.396560            8.819070      
August 25, 2009...............           242,738,569                  8.256360            8.896640      
September 25, 2009............           235,516,449                  8.315860            9.846100      
October 25, 2009..............           228,486,947                  8.586990            9.765090      
November 25, 2009.............           221,665,461                  8.318000            9.845150      
December 25, 2009.............           215,046,373                  8.605480            9.770880      

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      Distribution Date        Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------        ------------------------------  -----------------------  ----------------
January 25, 2010..............           208,623,731                  8.357780            9.870810      
February 25, 2010.............           202,391,752                  8.436450            9.917750      
March 25, 2010................           196,345,573                  9.359770            9.696360      
April 25, 2010................           190,479,308                  8.479630            9.944080      
May 25, 2010..................           184,787,200                  8.768660            9.881900      
June 25, 2010.................           179,264,077                  8.531590            9.995140      
July 25, 2010.................           173,904,966                  8.836370            9.946910      
August 25, 2010...............           168,705,033                  8.604000           10.038490      
September 25, 2010............           163,660,098                  8.616360           10.029130      
October 25, 2010..............           158,765,415                  8.895320            9.953770      
November 25, 2010.............           154,016,144                  8.616690           10.027050      
December 25, 2010.............           149,407,987                  8.904280            9.960750      
January 25, 2011..............           144,936,758                  8.639140           10.048300      

     After the distribution date in January 2011, the Class 1-A Corridor
Contract will terminate without termination payments by either party.           

     The Monthly Strike Rates and the effective notional balances of the
Class 2-A Corridor Contract will be determined in accordance with the following 
table:                                                                          

                                                        [Enlarge/Download Table]

      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
                                                                                                       
September 25, 2004...........               625,248,000                  6.272410           8.304480   
October 25, 2004.............               617,653,857                  5.256660           8.303480   
November 25, 2004............               597,918,755                  5.095490           8.301440   
December 25, 2004............               578,771,449                  5.259450           8.295800   
January 25, 2005.............               560,194,522                  5.098910           8.293120   
February 25, 2005............               542,171,054                  5.121050           8.253610   
March 25, 2005...............               524,685,765                  5.656620           8.216840   
April 25, 2005...............               507,722,341                  5.133260           8.222020   
May 25, 2005.................               491,264,366                  5.296790           8.218970   
June 25, 2005................               475,296,765                  5.135560           8.221110   
July 25, 2005................               459,804,971                  5.299060           8.219030   
August 25, 2005..............               444,774,820                  5.170060           8.195120   
September 25, 2005...........               430,193,459                  5.193690           8.179050   
October 25, 2005.............               416,047,315                  5.359390           8.174560   
November 25, 2005............               402,322,822                  5.195250           8.179130   
December 25, 2005............               389,007,413                  5.361570           8.175290   
January 25, 2006.............               376,088,931                  5.197410           8.179890   
February 25, 2006............               363,555,579                  5.229880           8.154090   
March 25, 2006...............               351,396,513                  5.784600           8.117800   
April 25, 2006...............               339,600,443                  5.250050           8.135320   
May 25, 2006.................               328,156,135                  5.417570           8.130450   

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      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
June 25, 2006................               317,053,105                  5.280810           8.051290   
July 25, 2006................               306,287,541                  5.811520           7.210610   
August 25, 2006..............               295,903,322                  6.107990           6.947510   
September 25, 2006...........               285,836,634                  6.270480           7.814520   
October 25, 2006.............               276,070,618                  6.473190           7.763730   
November 25, 2006............               266,594,022                  6.273590           7.814030   
December 25, 2006............               257,398,211                  6.487010           7.772160   
January 25, 2007.............               248,475,013                  6.412600           7.786930   
February 25, 2007............               239,820,580                  6.579610           7.652880   
March 25, 2007...............               231,424,971                  7.324240           7.406030   
April 25, 2007...............               223,278,688                  6.641000           7.588590   
May 25, 2007.................               215,373,710                  6.854820           7.531730   
June 25, 2007................               207,702,880                  6.789250           7.407640   
July 25, 2007................               200,272,468                  7.353720           7.353720   
August 25, 2007..............               193,076,558                  7.417510           7.417510   
September 25, 2007...........               186,099,724                  7.515710           7.997870   
October 25, 2007.............               186,099,724                  7.757690           7.918210   
November 25, 2007............               186,099,724                  7.513940           7.993470   
December 25, 2007............               180,900,726                  7.774070           7.913700   
January 25, 2008.............               175,547,726                  7.613320           7.982670   
February 25, 2008............               170,354,392                  7.743320           7.792020   
March 25, 2008...............               165,316,220                  8.307200           8.307200   
April 25, 2008...............               160,426,804                  7.788210           7.788210   
May 25, 2008.................               155,681,566                  8.039720           8.039720   
June 25, 2008................               151,076,259                  7.808330           7.808330   
July 25, 2008................               146,606,765                  8.125010           8.125010   
August 25, 2008..............               142,270,226                  7.947090           7.947090   
September 25, 2008...........               138,062,270                  7.971480           8.713340   
October 25, 2008.............               133,978,392                  8.229240           8.626950   
November 25, 2008............               130,014,938                  7.971920           8.713240   
December 25, 2008............               126,168,362                  8.242320           8.640010   
January 25, 2009.............               122,435,226                  8.042930           8.770500   
February 25, 2009............               118,812,333                  8.127050           8.775350   
March 25, 2009...............               115,296,811                  9.012780           9.012780   
April 25, 2009...............               111,884,975                  8.165490           8.783490   
May 25, 2009.................               108,573,768                  8.429610           8.699860   
June 25, 2009................               105,360,230                  8.180800           8.798770   
July 25, 2009................               102,241,486                  8.501210           8.757900   
August 25, 2009..............                99,214,560                  8.316400           8.871040   
September 25, 2009...........                96,262,184                  8.375830           9.824940   
October 25, 2009.............                93,388,585                  8.648100           9.743940   

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      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
November 25, 2009............                90,600,201                  8.377200           9.824750   
December 25, 2009............                87,894,550                  8.655340           9.751100   
January 25, 2010.............                85,269,187                  8.427610           9.873760   
February 25, 2010............                82,721,754                  8.503210           9.936180   
March 25, 2010...............                80,250,090                  9.434720           9.716890   
April 25, 2010...............                77,851,984                  8.546780           9.962490   
May 25, 2010.................                75,525,073                  8.823660           9.886540   
June 25, 2010................                73,267,248                  8.564450           9.980110   
July 25, 2010................                71,076,466                  8.896170           9.958340   
August 25, 2010..............                68,950,752                  8.661580          10.062870   
September 25, 2010...........                66,888,294                  8.672720          10.055750   
October 25, 2010.............                64,887,254                  8.953560           9.982010   
November 25, 2010............                62,945,665                  8.672770          10.055120   
December 25, 2010............                61,061,762                  8.957520           9.985930   
January 25, 2011.............                59,233,839                  8.704490          10.086170   

     After the distribution date in January 2011, the Class 2-A Corridor
Contract will terminate without termination payments by either party.           

     The Monthly Strike Rates and the effective notional balances of the
Class 2-A-1 Corridor Contract will be determined in accordance with the         
following table:                                                                

                                                        [Enlarge/Download Table]

      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
                                                                                                       
September 25, 2004...........               400,124,000                  8.304480          12.284480   
October 25, 2004.............               395,264,170                  8.303480          10.253480   
November 25, 2004............               382,634,801                  8.301440          10.251440   
December 25, 2004............               370,381,588                  8.295800          10.245800   
January 25, 2005.............               358,493,386                  8.293120          10.243120   
February 25, 2005............               346,959,368                  8.253610          10.203610   
March 25, 2005...............               335,769,754                  8.216840          10.166840   
April 25, 2005...............               324,914,104                  8.222020          10.172020   
May 25, 2005.................               314,381,914                  8.218970          10.168970   
June 25, 2005................               304,163,536                  8.221110          10.171110   
July 25, 2005................               294,249,648                  8.219030          10.169030   
August 25, 2005..............               284,631,187                  8.195120          10.145120   
September 25, 2005...........               275,299,925                  8.179050          10.129050   
October 25, 2005.............               266,247,179                  8.174560          10.124560   
November 25, 2005............               257,464,265                  8.179130          10.129130   
December 25, 2005............               248,943,143                  8.175290          10.125290   
January 25, 2006.............               240,676,032                  8.179890          10.129890   
February 25, 2006............               232,655,382                  8.154090          10.104090   

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      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
March 25, 2006...............               224,874,255                  8.117800          10.067800   
April 25, 2006...............               217,325,426                  8.135320          10.085320   
May 25, 2006.................               210,001,704                  8.130450          10.080450   
June 25, 2006................               202,896,381                  8.051290          10.001290   
July 25, 2006................               196,007,018                  7.210610           9.160610   
August 25, 2006..............               189,361,695                  6.947510           8.897510   
September 25, 2006...........               182,919,573                  7.814520           8.764520   
October 25, 2006.............               176,669,866                  7.763730           8.713730   
November 25, 2006............               170,605,370                  7.814030           8.764030   
December 25, 2006............               164,720,562                  7.772160           8.722160   
January 25, 2007.............               159,010,211                  7.786930           8.736930   
February 25, 2007............               153,471,854                  7.652880           8.602880   
March 25, 2007...............               148,099,130                  7.406030           8.356030   
April 25, 2007...............               142,885,962                  7.588590           8.538590   
May 25, 2007.................               137,827,215                  7.531730           8.481730   
June 25, 2007................               132,918,309                  7.407640           8.357640   
July 25, 2007................               128,163,259                  7.353720           8.263720   
August 25, 2007..............               123,558,276                  7.417510           8.067510   

      After the distribution date in August 2007, the Class 2-A-1 Corridor
Contract will terminate without termination payments by either party.           

     The Monthly Strike Rates and the effective notional balances of the
Mezzanine Corridor Contract will be determined in accordance with the following 
table:                                                                          

                                                        [Enlarge/Download Table]

      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
                                                                                                       
September 25, 2004...........               147,200,000                  6.293710           8.300000   
October 25, 2004.............               147,200,000                  5.285730           8.298150   
November 25, 2004............               147,200,000                  5.124350           8.295300   
December 25, 2004............               147,200,000                  5.288730           8.287750   
January 25, 2005.............               147,200,000                  5.128420           8.282120   
February 25, 2005............               147,200,000                  5.153020           8.233780   
March 25, 2005...............               147,200,000                  5.691990           8.184700   
April 25, 2005...............               147,200,000                  5.165590           8.191270   
May 25, 2005.................               147,200,000                  5.330600           8.186390   
June 25, 2005................               147,200,000                  5.168290           8.189580   
July 25, 2005................               147,200,000                  5.334430           8.185730   
August 25, 2005..............               147,200,000                  5.208260           8.161200   
September 25, 2005...........               147,200,000                  5.237090           8.142400   
October 25, 2005.............               147,200,000                  5.404560           8.137220   
November 25, 2005............               147,200,000                  5.239220           8.142810   
December 25, 2005............               147,200,000                  5.406970           8.137680   

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      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
January 25, 2006.............               147,200,000                  5.242210           8.143240   
February 25, 2006............               147,200,000                  5.278710           8.114560   
March 25, 2006...............               147,200,000                  5.841940           8.071260   
April 25, 2006...............               147,200,000                  5.301670           8.093650   
May 25, 2006.................               147,200,000                  5.471180           8.087660   
June 25, 2006................               147,200,000                  5.418690           7.738760   
July 25, 2006................               147,200,000                  5.810370           7.280290   
August 25, 2006..............               147,200,000                  6.143380           7.049030   
September 25, 2006...........               147,200,000                  6.297090           7.930250   
October 25, 2006.............               147,200,000                  6.502610           7.882660   
November 25, 2006............               147,200,000                  6.302390           7.929510   
December 25, 2006............               147,200,000                  6.551100           7.904090   
January 25, 2007.............               147,200,000                  6.421630           7.924180   
February 25, 2007............               147,200,000                  6.590100           7.787040   
March 25, 2007...............               147,200,000                  7.333580           7.557390   
April 25, 2007...............               147,200,000                  6.649410           7.724910   
May 25, 2007.................               147,200,000                  6.930390           7.672570   
June 25, 2007................               147,200,000                  6.879690           7.552600   
July 25, 2007................               147,200,000                  7.366530           7.451260   
August 25, 2007..............               147,200,000                  7.379500           7.379500   
September 25, 2007...........               147,200,000                  7.476660           8.113010   
October 25, 2007.............               123,872,880                  7.718870           8.038600   
November 25, 2007............               101,233,902                  7.478280           8.111780   
December 25, 2007............                97,289,699                  7.753390           8.051780   
January 25, 2008.............                94,411,299                  7.565180           8.098340   
February 25, 2008............                91,618,614                  7.679440           7.906210   
March 25, 2008...............                88,909,112                  8.237620           8.237620   
April 25, 2008...............                86,279,583                  7.723420           7.840030   
May 25, 2008.................                83,727,605                  7.992260           7.992260   
June 25, 2008................                81,251,824                  7.778570           7.830410   
July 25, 2008................                78,849,044                  8.071740           8.071740   
August 25, 2008..............                76,517,622                  7.890880           7.890880   
September 25, 2008...........                74,255,165                  7.916080           8.805210   
October 25, 2008.............                72,059,433                  8.172220           8.722060   
November 25, 2008............                69,928,438                  7.916820           8.805330   
December 25, 2008............                67,860,276                  8.195960           8.745620   
January 25, 2009.............                65,853,099                  7.977180           8.854520   
February 25, 2009............                63,905,166                  8.059530           8.878250   
March 25, 2009...............                62,014,839                  8.937120           8.937120   
April 25, 2009...............                60,148,324                  8.097460           8.890530   
May 25, 2009.................                58,367,576                  8.370860           8.755570   

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      Distribution Date       Effective Notional Balance ($)  Monthly Strike Rate (%)  Ceiling Rate (%)
      -----------------       ------------------------------  -----------------------  ----------------
June 25, 2009................                56,639,786                  8.137980           8.864600   
July 25, 2009................                54,962,904                  8.444460           8.798550   
August 25, 2009..............                53,335,312                  8.290760           8.886540   
September 25, 2009...........                51,747,087                  8.350240           9.837290   
October 25, 2009.............                50,201,214                  8.622270           9.756190   
November 25, 2009............                48,701,102                  8.352160           9.836560   
December 25, 2009............                47,245,488                  8.637500           9.762390   
January 25, 2010.............                45,833,061                  8.395020           9.868990   
February 25, 2010............                44,462,550                  8.472800           9.920420   
March 25, 2010...............                43,132,858                  9.400310           9.699350   
April 25, 2010...............                41,735,261                  8.516090           9.946750   
May 25, 2010.................                40,482,436                  8.802160           9.880480   
June 25, 2010................                39,266,755                  8.558100           9.988100   
July 25, 2010................                38,087,122                  8.871260           9.947460   
August 25, 2010..............                36,942,475                  8.637680          10.042880   
September 25, 2010...........                35,831,876                  8.649690          10.034180   
October 25, 2010.............                34,754,297                  8.929770           9.959210   
November 25, 2010............                33,708,677                  8.649940          10.032520   
December 25, 2010............                32,694,072                  8.937270           9.965300   
January 25, 2011.............                31,709,561                  8.675070          10.056610   

     After the distribution date in January 2011, the Mezzanine Corridor
Contract will terminate without termination payments by either party.           

        With respect to the Corridor Contracts, on each distribution date, the
Corridor Contract Payment Amount with respect to such distribution date will be 
allocated to the Offered Certificates and the Class C Certificates in the       
following order of priority, in each case to the extent of amounts remaining:   

(i) in respect of amounts received from the Class 1-A Corridor
Contract, to the holders of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class    
1-A-4 and Class 1-A-5 Certificates, pro rata, based on any related Net WAC      
Shortfall Amount, an amount equal to any related Net WAC Shortfall Amount for   
such distribution date;                                                         
 (ii) in respect of amounts received from the Class 2-A Corridor
Contract, to the holders of the Class 2-A-1 Certificates and Class 2-A-2        
Certificates, pro rata, based on any related Net WAC Shortfall Amount, an amount
equal to any related Net WAC Shortfall Amount for such distribution date;       

    (iii) in respect of amounts received from the Class 2-A-1 Corridor
Contract, to the holders of the Class 2-A-1 Certificates, an amount equal to any
related Net WAC Shortfall Amount for such distribution date;                    

 (iv) in respect of amounts received from the Mezzanine Corridor
Contract, to the holders of the Class M-1, Class M-2, Class M-3, Class M-4,     
Class M-5 and Class B Certificates, pro rata, based on any related Net WAC      
Shortfall Amount, an amount equal to any related Net WAC Shortfall Amount for   
such distribution date; and                                                     

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       (v) any remaining amounts to the holders of the Class C Certificates,
the Seller or otherwise as provided in the Agreement.                           

ALLOCATION OF LOSSES; SUBORDINATION                                             

    Any Realized Losses on the mortgage loans will be allocated on any
distribution date, first, to Net Monthly Excess Cashflow, through a distribution
of the Extra Principal Distribution Amount for that distribution date, second,  
in reduction of the Overcollateralized Amount, which will also result in a      
reduction of the Certificate Principal Balance of the Class C Certificates,     
third, to the Class B Certificates, in reduction of the Certificate Principal   
Balance thereof, until reduced to zero, fourth, to the Class M-5 Certificates,  
in reduction of the Certificate Principal Balance thereof, until reduced to     
zero, fifth, to the Class M-4 Certificates, in reduction of the Certificate     
Principal Balance thereof, until reduced to zero, sixth, to the Class M-3       
Certificates, in reduction of the Certificate Principal Balance thereof, until  
reduced to zero, seventh, to the Class M-2 Certificates, in reduction of the    
Certificate Principal Balance thereof, until reduced to zero, and eighth, to the
Class M-1 Certificates, in reduction of the Certificate Principal Balance       
thereof, until reduced to zero. Thereafter, any Realized Losses on the Group 1  
Loans will be allocated on any distribution date to the Class 1-A-5             
Certificates, in reduction of the Certificate Principal Balance thereof, until  
reduced to zero.                                                                

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

        The Agreement does not permit the allocation of Realized Losses to the
Super Senior Certificates. Investors in the Super Senior Certificates should    
note that although Realized Losses cannot be allocated to the Super Senior      
Certificates, under certain loss scenarios there will not be enough principal   
and interest on the mortgage loans to pay the Super Senior Certificates all     
interest and principal amounts to which they are then entitled. The Securities  
Administrator, on behalf of Trustee will make a draw on the Policy to the extent
that principal and interest payments on the Class 2-A Certificates cannot be    
made due to Realized Losses on the Group 2 Loans.                               

        Although Realized Losses may reduce the Certificate Principal Balances
of the Class 1-A-5 Certificates and Mezzanine Certificates, Allocated Realized  
Loss Amounts may be paid to the holders of the Class 1-A-5 Certificates and     
Mezzanine Certificates from available Net Monthly Excess Cashflow, according to 
the priorities set forth under "--Overcollateralization Provisions" above.      

      If, after taking into account Subsequent Recoveries, the amount of a
Realized Loss is reduced, the amount of such Subsequent Recoveries will be      
applied to increase the Certificate Principal Balance of the class of Class     
1-A-5 Certificates and Mezzanine Certificates with the highest payment priority 
to which Realized Losses have been allocated, but not by more than the amount of
Realized Losses previously allocated to that class of certificates. The amount  
of any remaining Subsequent Recoveries will be applied to increase the          
Certificate Principal Balance of the class of certificates with the next highest
payment priority, up to the amount of such Realized Losses previously allocated 
to that class of certificates, and so on. Holders of such certificates will not 
be entitled to any payment in respect of any Monthly Interest Distributable     
Amount on the amount of such increases for any Accrual Period preceding the     
Distribution Date on which such increase occurs. Any such increases shall be    
applied to the Certificate Principal Balance of each certificate of such class  
in accordance with its respective percentage interest.                          

INTEREST COVERAGE ACCOUNTS                                                      

 On the Closing Date, the company will deliver to the Securities
Administrator for deposit in the Group 1 Interest Coverage Account and Group 2  
Interest Coverage Account, respectively, a cash amount as                       

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specified in the Agreement. On each distribution date during the Funding Period 
and on the distribution date immediately following the termination of the       
Funding Period, funds on deposit in the Interest Coverage Accounts will be      
applied by the Securities Administrator, on behalf of the Trustee, to cover     
shortfalls in the amount of interest generated by the related assets in the     
trust attributable to the pre-funding feature. The Agreement permits funds in   
the Interest Coverage Accounts, to the extent that they will not be needed to   
fund any shortfall of the kind described above, to be released by the Securities
Administrator, on behalf of the Trustee, to the company or its designee on the  
first distribution date following the termination of the Funding Period (after  
the distribution on the certificates to be made on such distribution date). The 
Interest Coverage Account will not be an asset of any REMIC.                    

P&I ADVANCES                                                                    

   Subject to the following limitations, the Master Servicer will be
obligated to advance or cause to be advanced on or before each distribution date
its own funds, advances made by a Subservicer or funds in the Certificate       
Account that are not included in the Available Distribution Amount for such     
distribution date, in an amount equal to the P&I Advances for such distribution 
date.                                                                           

  P&I Advances are required to be made only to the extent they are
deemed, in the good faith judgment of the Master Servicer, to be recoverable    
from related late collections, insurance proceeds or liquidation Proceeds. The  
purpose of making P&I Advances is to maintain a regular cash flow to the        
certificateholders, rather than to guarantee or insure against losses. The      
Master Servicer will not be required to make any P&I Advances with respect to   
reductions in the amount of the monthly payments due on the mortgage loans due  
to bankruptcy proceedings or the application of the Relief Act.                 

        All P&I Advances will be reimbursable to the Master Servicer from late
collections, insurance proceeds and liquidation proceeds from the mortgage loan 
as to which the unreimbursed P&I Advance was made. In addition, any P&I Advances
previously made in respect of any mortgage loan that are deemed by the Master   
Servicer to be nonrecoverable from related late collections, insurance proceeds 
or liquidation proceeds may be reimbursed to the Master Servicer out of any     
funds in the Certificate Account prior to the distributions on the certificates.
In the event the Master Servicer fails in its obligation to make any such       
advance, the Trustee, as successor Master Servicer, will be obligated to make   
any such advance, to the extent required in the Agreement.                      

 POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

      The certificates will be issued pursuant to the Agreement, a form of
which is filed as an exhibit to the registration statement. A Current Report on 
Form 8-K relating to the certificates containing a copy of the Agreement as     
executed will be filed by the company with the Securities and Exchange          
Commission within fifteen days of the initial issuance of the certificates. The 
trust fund created under the Agreement will consist of the following: (1) the   
mortgage loans; (2) collections in respect of principal and interest on the     
mortgage loans received after the Cut-off Date (other than payments due on or   
before the Cut-off Date); (3) the amounts on deposit in any Certificate Account 
(as defined in the prospectus); (4) certain insurance policies maintained by the
related mortgagors or by or on behalf of the Master Servicer or related         
subservicer in respect of the mortgage loans; (5) an assignment of the company's
rights under the Mortgage Loan Purchase Agreement; (6) the Corridor Contracts;  
(7) the Pre-Funding Accounts and the Interest Coverage Accounts; (8) the Net WAC
Shortfall Reserve Fund; (9) the Certificate Guaranty Insurance Policy and (10)  
proceeds of the foregoing. Reference is made to the prospectus for important    
information in addition to that set forth in this prospectus supplement         
regarding the trust fund, the terms and conditions of the Agreement and the     
Offered                                                                         

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Certificates. The Offered Certificates will be transferable and exchangeable at 
the office designated by the Securities Administrator for such purposes located 
in Minneapolis, Minnesota. The company will provide to prospective or actual    
certificateholders without charge, on written request, a copy (without exhibits)
of the Agreement. Requests should be addressed to the Secretary, Impac Secured  
Assets Corp., 1401 Dove Street, Newport Beach, CA 92660 and its phone number is 
(949) 475-3600.                                                                 

ASSIGNMENT OF THE MORTGAGE LOANS                                                

       The company will deliver to the Trustee with respect to each mortgage
loan (1) the mortgage note endorsed without recourse to the Trustee to reflect  
the transfer of the mortgage loan, (2) the original mortgage with evidence of   
recording indicated thereon and (3) an assignment of the mortgage in recordable 
form to the Trustee, reflecting the transfer of the mortgage loan.              

THE SECURITIES ADMINISTRATOR                                                    

      Wells Fargo Bank, N.A., a national banking association organized and
existing under the laws of the United States, will be the Securities            
Administrator under the Agreement. The address of the Securities Administrator  
for the purpose of notices and other matters shall be the corporate trust office
of the Securities Administrator at which at any particular time its corporate   
trust business with respect to this Agreement shall be administered, which      
office at the date of the execution of this Agreement is located at (i) for     
purposes of the transfer and exchange of the certificates, Sixth Street and     
Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust 
Services - Impac Secured Assets Corp. 2004-3, and (ii) for all other purposes,  
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager -  
Impac Secured Assets Corp. 2004-3, or such other address as the Securities      
Administrator may designate from time to time by notice to the                  
Certificateholders, the company and the Master Servicer.                        

       The principal compensation to be paid to the Securities Administrator
in respect of its obligations under the Agreement will be equal to interest or  
other income earned on funds held in the Certificate Account. The Securities    
Administrator and any director, officer, employee or agent of the Securities    
Administrator shall be indemnified and held harmless by the trust fund against  
any claim, loss, liability, fee or expense incurred 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) relating to the acceptance or  
administration of its obligations and duties under the Agreement or the         
certificates, other than any claim, loss, liability or expense (i) sustained in 
connection with the Agreement related to the willful misfeasance, bad faith or  
negligence of the Master Servicer in the performance of its duties under the    
Agreement or (ii) incurred in connection with a breach constituting willful     
misfeasance, bad faith or negligence of the Securities Administrator in the     
performance of its duties under the Agreement or by reason of reckless disregard
of its obligations and duties under the Agreement.                              

       The Securities Administrator will make no representation or warranty,
express or implied, and will have no liability as to the validity, adequacy or  
accuracy of any of the information contained in this prospectus supplement.     

THE TRUSTEE                                                                     

  Deutsche Bank National Trust Company will act as Trustee for the
certificates pursuant to the Agreement. The Trustee's offices for notices under 
the Agreement are located at 1761 East St. Andrew Place, Santa Ana, California  
92705, Attention: Impac Secured Assets Corp., Series 2004-3 (IM04S3).           

        The principal compensation to be paid to the Trustee in respect of its
obligations under the Agreement will be equal to an amount agreed to in a       
separate agreement. The Trustee and any director, officer, employee             

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or agent of the Trustee shall be indemnified and held harmless by the trust fund
against any claim, loss, liability, fee or expense incurred 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) relating to the     
acceptance or administration of its obligations and duties under the Agreement  
or the certificates, other than any claim, loss, liability or expense (i)       
sustained in connection with the Agreement related to the willful misfeasance,  
bad faith or negligence of the Master Servicer in the performance of its duties 
under the Agreement or (ii) incurred in connection with a breach constituting   
willful misfeasance, bad faith or negligence of the Trustee in the performance  
of its duties under the Agreement or by reason of reckless disregard of its     
obligations and duties under the Agreement.                                     

 The Trustee will make no representation or warranty, express or
implied, and will have no liability as to the validity, adequacy or accuracy of 
any of the information contained in this prospectus supplement.                 

REPORTS TO CERTIFICATEHOLDERS                                                   

       On each distribution date, the Securities Administrator will make the
monthly statements discussed in the prospectus under "Description of the        
Securities--Reports to Securityholders" through the Securities Administrator's  
website. Such website is currently located at www.ctslink.com. Assistance in    
using the website can currently be obtained by calling the Securities           
Administrator's investor relations desk at (301) 815-6660. Parties unable to use
this distribution method may request that a paper copy be mailed to them via    
first class mail by calling the investor relations desk. The location of such   
web page and the procedures used therein are subject to change from time to time
at the Securities Administrator's discretion. The Securities Administrator shall
have the right to change the way monthly distribution statements are distributed
in order to make such distribution more convenient and/or more accessible to    
interested parties and the Securities Administrator shall provide timely and    
adequate notification to all above parties regarding any such changes. The      
Securities Administrator shall be entitled to rely on but shall not be          
responsible for the content or accuracy of any information provided by third    
parties for purposes of preparing such monthly statements, and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without       
suggesting liability on the part of any other party hereto). As a condition to  
access the Securities Administrator's website, the Securities Administrator may 
require registration and the acceptance of a disclaimer.                        

THE SUBSERVICERS                                                                

Substantially all of the mortgage loans will be subserviced by
Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A.                  

  Countrywide Home Loans Servicing LP is an approved mortgage loan
servicer for Fannie Mae, Freddie Mac, Ginnie Mae, HUD and VA and is licensed to 
service mortgage loans in each state where a license is required. As of June 30,
2004, Countrywide Home Loans Servicing LP had a net worth of approximately $11.1
billion. The principal executive offices of Countrywide Home Loans Servicing LP 
are located at 7105 Corporate Drive, Plano, Texas 75024. Countrywide Home Loans 
Servicing LP is a Texas limited partnership directly owned by Countrywide GP,   
Inc. and Countrywide LP, Inc., each a Nevada corporation and a direct wholly    
owned subsidiary of Countrywide Home Loans, Inc., a New York corporation.       
Countrywide Home Loans, Inc., is a direct wholly owned subsidiary of Countrywide
Financial Corporation, a Delaware corporation (formerly known as Countrywide    
Credit Industries, Inc.). Countrywide Home Loans Servicing LP is an affiliate of
Countrywide Securities Corporation.                                             

         Wells Fargo Bank, N.A. is an indirect, wholly owned subsidiary of Wells
Fargo & Company. Wells Fargo Bank, N.A. 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 Bank, N.A. is an approved
servicer of Fannie Mae and                                                      

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Freddie Mac. Wells Fargo Bank N.A.'s principal office for servicing functions is
located at 1 Home Campus, Des Moines, Iowa 50328-0001.                          

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

         The principal compensation to be paid to the Master Servicer in respect
of its master servicing activities for the mortgage loans will be equal to the  
Master Servicing Fee. The principal compensation to be paid to any subservicer  
of the mortgage loans will be equal to the Subservicing Fee. As additional      
servicing compensation, the Master Servicer or any subservicer is entitled to   
retain all assumption fees and late payment charges in respect of mortgage loans
serviced by it, to the extent collected from mortgagors, together with any      
interest or other income earned on funds held in the Certificate Account and any
escrow accounts in respect of mortgage loans serviced by it. Neither the Master 
Servicer nor any subservicer is entitled to retain any prepayment charges or    
penalties; prepayment charges will be distributed to the holders of the Class P 
Certificates. The Master Servicer is obligated to offset any Prepayment Interest
Shortfall in respect of the mortgage loans on any distribution date with        
Compensating Interest to the extent of the sum of its aggregate Master Servicing
Fee and the Subservicing Fee for such distribution date. The Master Servicer or 
the related subservicer is obligated to pay insurance premiums and ongoing      
expenses associated with the mortgage pool in respect of mortgage loans serviced
by it and incurred by the Master Servicer or such subservicer in connection with
its responsibilities under the Agreement or the related subservicing agreement. 
However, the Master Servicer or such subservicer is entitled to reimbursement   
therefor as provided in the Agreement or the related subservicing agreement.    

        Each subservicer will be required to represent that it will accurately
and fully report its borrower credit files to all three credit repositories in a
timely manner.                                                                  

VOTING RIGHTS                                                                   

   At all times 98% of all Voting Rights will be allocated among the
holders of the Class A Certificates, the Mezzanine Certificates and the Class C 
Certificates in proportion to the then outstanding Certificate Principal        
Balances of their respective certificates. At all times 1% of all Voting Rights 
will be allocated to the holders of the Class P Certificates. At all times 1% of
all Voting Rights will be allocated to the holders of the Class R Certificates  
and the Class R-X Certificates. However, unless an Insurer Default exists, on   
any date on which any Class 2-A Certificates are outstanding or any amounts are 
owed to the Certificate Insurer, the Certificate Insurer will have all rights,  
including all voting rights the Class 2-A Certificates are entitled to under the
Agreement and the other transaction documents. The Voting Rights allocated to   
any class of certificates shall be allocated among all holders of the           
certificates of such class in proportion to the outstanding percentage interests
in such class represented thereby.                                              

TERMINATION                                                                     

        The circumstances under which the obligations created by the Agreement
will terminate in respect of the certificates are described in "The             
Agreements--Termination; Retirement of Securities" in the prospectus. The Class 
C Certificateholder will have the option on any distribution date on which the  
aggregate Stated Principal Balance of the mortgage loans is less than or equal  
to 10% of the Cut-off Date Balance to purchase all remaining mortgage loans and 
other assets in the trust, thereby effecting early retirement of the            
certificates. To the extent that the Class C Certificateholder does not elect to
exercise such option, Countrywide Home Loans LP will have the option on any     
distribution date on which the aggregate Stated Principal Balance of the        
mortgage loans is less than or equal to 5% of the Cut-off Date Balance to       
purchase all remaining mortgage loans and other assets in the trust, thereby    
effecting early retirement of the certificates. However, this option may only be
exercised if the termination price is sufficient to pay all amounts owed to the 
Certificate Insurer under the certificate guaranty insurance policy. If such    
termination will result in a draw                                               

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on the Certificate Guaranty Insurance Policy, the consent of the Certificate    
Insurer will also be required prior to exercising such option.                  

        Any such purchase of mortgage loans and other assets of the trust fund
shall be made at a price equal to the sum of (a) 100% of the unpaid principal   
balance of each mortgage loan (or the fair market value of the related          
underlying mortgaged properties with respect to defaulted mortgage loans as to  
which title to such mortgaged properties has been acquired if such fair market  
value is less than such unpaid principal balance) (net of any unreimbursed P&I  
Advance attributable to principal) as of the date of repurchase plus (b) accrued
interest thereon at the mortgage rate to, but not including, the first day of   
the month in which such repurchase price is distributed. In the event the Master
Servicer exercises this option, the portion of the purchase price allocable to  
the Offered Certificates will be, to the extent of available funds:             

       (i) 100% of the then outstanding certificate principal balance of the
Offered Certificates, plus                                    

         (ii) one month's interest on the then outstanding Certificate Principal
         Balance of the Offered Certificates at the then applicable Pass-Through
Rate for each class of Offered Certificates, plus             

       (iii) any previously accrued but unpaid interest thereon to which the
holders of the Offered Certificates are entitled.             

The proceeds of any such distribution may not be sufficient to distribute the   
full amount to each class of certificates if the purchase price is based in part
on the fair market value of the underlying mortgaged property and such fair     
market value is less than 100% of the unpaid principal balance of the related   
mortgage loan.                                                                  

 FEDERAL INCOME TAX CONSEQUENCES

GENERAL                                                                         

  Elections will be made to treat the trust fund, exclusive of the
Corridor Contracts, the Pre-Funding Accounts, the Interest Coverage Accounts and
the Net WAC Shortfall Reserve Fund, as two or more separate REMICs for federal  
income tax purposes. Upon the issuance of the Offered Certificates, Thacher     
Proffitt & Wood LLP, counsel to the company, will deliver its opinion generally 
to the effect that, assuming compliance with all provisions of the Agreement,   
for federal income tax purposes, the trust fund will consist of two or more     
separate REMICs, and each REMIC elected by the trust fund will qualify as a     
REMIC under Sections 860A through 860G of the Code.                             

         For federal income tax purposes, (i) the Class R Certificates and Class
R-X Certificates will consist of components, each of which will represent the   
sole class of "residual interests" in each REMIC elected by the trust fund and  
(ii) except as described below with respect to the Net WAC Shortfall Reserve    
Fund, the Class A, Mezzanine, Class P and Class C Certificates will represent   
the "regular interests" in, and which generally will be treated as debt         
instruments of, a REMIC. SEE "FEDERAL INCOME TAX                                
CONSEQUENCES--REMIC--CLASSIFICATION OF REMICS" IN THE PROSPECTUS.               

    For federal income tax reporting purposes, based on expected issue
prices, the Class 1-A-1, Class 1-A- 2 and Class 1-A-5 may, and all other classes
of Offered Certificates will not, be treated as having been issued with original
issue discount. The prepayment assumption that will be used in determining the  
rate of accrual of original issue discount, premium and market discount, if any,
for federal income tax purposes will be based on the assumption that subsequent 
to the date of any determination the mortgage loans will prepay at 120% of the  
Prepayment Assumption. No representation is made that the mortgage loans will   
prepay at that rate                                                             

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or at any other rate. SEE "FEDERAL INCOME TAX CONSEQUENCES--REMICS--TAXATION OF 
OWNERS OF REMIC REGULAR CERTIFICATES--ORIGINAL ISSUE DISCOUNT" IN THE           
PROSPECTUS.                                                                     

       The IRS has issued OID Regulations under Sections 1271 to 1275 of the
Code generally addressing the treatment of debt instruments issued with original
issue discount. Purchasers of the Offered Certificates should be aware that the 
OID Regulations do not adequately address certain issues relevant to, or are not
applicable to, prepayable securities such as the Offered Certificates. Because  
of the uncertainty concerning the application of Section 1272(a)(6) of the Code 
to the Offered Certificates, the IRS could assert that the Offered Certificates 
should be treated as issued with original issue discount or should be governed  
by the rules applicable to debt instruments having contingent payments or by    
some other method not yet set forth in regulations. Prospective purchasers of   
the Offered Certificates are advised to consult their tax advisors concerning   
the tax treatment of such certificates.                                         

     If the method of computing original issue discount described in the
prospectus results in a negative amount for any period with respect to any      
certificateholders, the amount of original issue discount allocable to such     
period would be zero, and such certificateholders will be permitted to offset   
such amounts only against the respective future income (if any) from such       
certificate. Although uncertain, a certificateholder may be permitted to deduct 
a loss to the extent that his or her respective remaining basis in such         
certificate exceeds the maximum amount of future payments to which such         
certificateholders is entitled, assuming no further prepayments of the mortgage 
loans. Although the matter is not free from doubt, any such loss might be       
treated as a capital loss.                                                      

       The OID Regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that of the issuer. Accordingly, it is possible that holders of Offered         
Certificates issued with original issue discount may be able to select a method 
for recognizing original issue discount that differs from that used in preparing
reports to certificateholders and the IRS. Prospective purchasers of Offered    
Certificates issued with original issue discount are advised to consult their   
tax advisors concerning the tax treatment of such certificates in this regard.  

        Some classes of Offered Certificates may be treated for federal income
tax purposes as having been issued with a premium. Certificateholders may elect 
to amortize such premium under a constant yield method in which case such       
amortizable premium will generally be allocated among the interest payments on  
such certificates and will be applied as an offset against such interest        
payments. SEE "FEDERAL INCOME TAX CONSEQUENCES-- REMICS--TAXATION OF OWNERS OF  
REMIC REGULAR CERTIFICATES--PREMIUM" IN THE PROSPECTUS.                         

     Each holder of an Offered Certificate is deemed to own an undivided
beneficial ownership interest in two assets, a REMIC regular interest and the   
right to receive payments in respect of the Net WAC Shortfall Reserve Fund. The 
treatment of amounts received by a holder of an Offered Certificate under such  
certificateholder's right to receive the Net WAC Shortfall Amount will depend on
the portion, if any, of such Certificateholder's purchase price allocable       
thereto. Under the REMIC Regulations, each holder of an Offered Certificate must
allocate its purchase price for that certificate between its undivided interest 
in the REMIC regular interest and its undivided interest in the right to receive
payments in respect of the Net WAC Shortfall Amount in accordance with the      
relative fair market values of each property right. The securities administrator
intends to treat payments made to the holders of the Offered Certificates with  
respect to the Net WAC Shortfall Amount as includible in income based on the tax
regulations relating to notional principal contracts. The OID Regulations       
provide that the trust's allocation of the issue price is binding on all holders
unless the holder explicitly discloses on its tax return that its allocation is 
different from the trust's allocation. For tax reporting purposes, the          
Underwriters estimate that the right to receive Net WAC Shortfall Amounts has a 
DE MINIMIS value with respect to the other Offered Certificates entitled to     
receive Net WAC Shortfall Amounts. Under the REMIC Regulations, the securities  
administrator is required to account for the REMIC regular interest and the     
right to receive payments in respect of the Net WAC Shortfall Amount as discrete
property                                                                        

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rights. Holders of the Offered Certificates are advised to consult their own tax
advisors regarding the allocation of issue price, timing, character and source  
of income and deductions resulting from the ownership of their Certificates.    
Treasury regulations have been promulgated under section 1275 of the Code       
generally providing for the integration of a "qualifying debt instrument" with a
hedge if the combined cash flows of the components are substantially equivalent 
to the cash flows on a variable rate debt instrument. However, such regulations 
specifically disallow integration of debt instruments subject to Section        
1272(a)(6) of the Code. Therefore, holders of such Offered Certificates will be 
unable to use the integration method provided for under such regulations with   
respect to such certificates. If the securities administrator's treatment of the
Net WAC Shortfall Amount is respected, ownership of the right to the Net WAC    
Shortfall Amount will nevertheless entitle the owner to amortize the separate   
price paid for the right to the Net WAC Shortfall Amount under the notional     
principal contract regulations.                                                 

        In the event that the right to receive the Net WAC Shortfall Amount is
characterized as a "notional principal contract" for federal income tax         
purposes, upon the sale of an Offered Certificate, the amount of the sale       
allocated to the selling certificateholder's right to receive payments in       
respect of the Net WAC Shortfall Amount would be considered a "termination      
payment" under the notional principal contract regulations allocable to the     
related certificate. A holder of an Offered Certificate would have gain or loss 
from such a termination of the right to receive payments in respect of the Net  
WAC Shortfall Amount equal to (i) any termination payment it received or is     
deemed to have received minus (ii) the unamortized portion of any amount paid,  
or deemed paid, by the certificateholder upon entering into or acquiring its    
interest in the right to receive payments in respect of the Net WAC Shortfall   
Amount.                                                                         

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

  With respect to the Offered Certificates, this paragraph applies
exclusive of any rights in respect of the Net WAC Shortfall Amount. The Offered 
Certificates will be treated as assets described in Section 7701(a)(19)(C) of   
the Code and "real estate assets" under Section 856(c)(4)(A) of the Code,       
generally in the same proportion that the assets in the related trust fund would
be so treated. In addition, interest on the Offered Certificates will be treated
as "interest on obligations secured by mortgages on real property" under Section
856(c)(3)(B) of the Code, generally to the extent that the Offered Certificates 
are treated as "real estate assets" under Section 856(c)(4)(A) of the Code.     
Amounts held in the Pre-Funding Accounts and the Interest Coverage Accounts may 
not be treated as assets described in the foregoing sections of the Code.       
Moreover, the Offered Certificates also will be treated as "qualified mortgages"
under Section 860G(a)(3) of the Code. SEE "POOLING AND SERVICING                
AGREEMENT--TERMINATION" HEREIN AND "CERTAIN FEDERAL INCOME TAX                  
CONSEQUENCES--REMICS-- CHARACTERIZATION OF INVESTMENTS IN REMIC CERTIFICATES" IN
THE PROSPECTUS. SEE "FEDERAL INCOME TAX CONSEQUENCES--REMICS--CHARACTERIZATION  
OF INVESTMENTS IN REMIC CERTIFICATES" IN THE PROSPECTUS.                        

     Each holder of an Offered Certificate is deemed to own an undivided
beneficial ownership interest in a REMIC regular interest. Holders of the       
Offered Certificates are advised to consult their own tax advisors regarding the
allocation of issue price, timing, character and source of income and deductions
resulting from the ownership of their Certificates. Treasury regulations have   
been promulgated under section 1275 of the Code generally providing for the     
integration of a "qualifying debt instrument" with a hedge if the combined cash 
flows of the components are substantially equivalent to the cash flows on a     
variable rate debt instrument. However, such regulations specifically disallow  
integration of debt instruments subject to Section 1272(a)(6) of the Code.      
Therefore, holders of such Offered Certificates will be unable to use the       
integration method provided for under such regulations with respect to such     
certificates.                                                                   

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       It is not anticipated that any REMIC elected by the trust will engage
in any transactions that would subject it to the prohibited transactions tax as 
defined in Section 860F(a)(2) of the Code, the contributions tax as defined in  
Section 860G(d) of the Code or the tax on net income from foreclosure property  
as defined in Section 860G(c) of the Code. However, in the event that any such  
tax is imposed on any such REMIC, such tax will be borne (1) by the Trustee, if 
the Trustee has breached its obligations with respect to REMIC compliance under 
the Agreement, (2) by the Master Servicer, if the Master Servicer has breached  
its obligations with respect to REMIC compliance under the Agreement and (3)    
otherwise by the trust fund, with a resulting reduction in amounts otherwise    
distributable to holders of the Offered Certificates. See "Description of the   
Certificates--General" and "Federal Income Tax Consequences--REMICs--Prohibited 
Transactions Tax and Other Taxes" in the prospectus.                            

      The responsibility for filing annual federal information returns and
other reports will be borne by the Securities Administrator. SEE "FEDERAL INCOME
TAX CONSEQUENCES--REMICS--REPORTING AND OTHER ADMINISTRATIVE MATTERS" IN THE    
PROSPECTUS.                                                                     

       FOR FURTHER INFORMATION REGARDING THE FEDERAL INCOME TAX CONSEQUENCES
OF INVESTING IN THE OFFERED CERTIFICATES, SEE "FEDERAL INCOME TAX               
CONSEQUENCES--REMICS" IN THE PROSPECTUS.                                        

METHOD OF DISTRIBUTION

  Subject to the terms and conditions set forth in an underwriting
agreement, dated August 30, 2004, the Underwriters have agreed to purchase and  
the company has agreed to sell to the Underwriters the Offered Certificates. It 
is expected that delivery of the Offered Certificates will be made only in      
book-entry form through the Same Day Funds Settlement System of DTC on or about 
August 31, 2004, against payment therefor in immediately available funds.       

    The Offered Certificates will be purchased from the company by the
Underwriters and will be offered by the Underwriters from time to time to the   
public in negotiated transactions or otherwise at varying prices to be          
determined at the time of sale. The proceeds to the company from the sale of the
Offered Certificates are expected to be approximately 99.75% of the aggregate   
initial Certificate Principal Balance of the Offered Certificates, less expenses
expected to equal approximately $900,000. The Underwriters may effect such      
transactions by selling the Offered Certificates to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,         
concessions or commissions from the Underwriters. In connection with the sale of
the Offered Certificates, the Underwriters may be deemed to have received       
compensation from the company in the form of underwriting compensation. The     
Underwriters and any dealers that participate with the Underwriters in the      
distribution of the Offered Certificates may be deemed to be underwriters and   
any profit on the resale of the Offered Certificates positioned by them may be  
deemed to be underwriting discounts and commissions under the Securities Act of 
1933, as amended.                                                               

      The underwriting agreement provides that the company, the Seller and
Impac Holdings will jointly and severally indemnify the Underwriters, and that  
under limited circumstances the Underwriters will indemnify the company, the    
Seller and Impac Holdings against certain civil liabilities under the Securities
Act of 1933, as amended, or contribute to payments required to be made in       
respect thereof.                                                                

        Countrywide Securities Corporation is an affiliate of Countrywide Home
Loans Servicing LP.                                                             

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SECONDARY MARKET

   There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The    
primary source of information available to investors concerning the Offered     
Certificates will be the monthly statements discussed in the prospectus under   
"Description of the Securities--Reports to Securityholders", which will include 
information as to the outstanding principal balance of the Offered Certificates 
and the status of the applicable form of credit enhancement. There can be no    
assurance that any additional information regarding the Offered Certificates    
will be available through any other source. In addition, the company is not     
aware of any source through which price information about the Offered           
Certificates will be generally available on an ongoing basis. The limited nature
of information regarding the Offered Certificates may adversely affect the      
liquidity of the Offered Certificates, even if a secondary market for the       
Offered Certificates becomes available.                                         

 EXPERTS

      The consolidated financial statements of Ambac Assurance Corporation
and subsidiaries as of December 31, 2003 and 2002 and for each of the years in  
the three-year period ended December 31, 2003, are incorporated by reference in 
this prospectus supplement and in the registration statement in reliance upon   
the report of KPMG LLP, independent registered public accounting firm,          
incorporated by reference in this prospectus supplement and in the registration 
statement upon the authority of that firm as experts in accounting and auditing.
The report of KPMG LLP refers to changes, in 2003, in Ambac Assurance           
Corporation's methods of accounting for variable interest entities and          
stock-based compensation.                                                       

LEGAL OPINIONS

        Legal matters relating to the Offered Certificates will be passed upon
for the company by Thacher Proffitt & Wood LLP, New York, New York and for the  
Underwriters by Sidley Austin Brown & Wood LLP, New York, New York. Sidley      
Austin Brown & Wood LLP represents Impac Holdings on certain matters from time  
to time.                                                                        

 RATINGS

        It is a condition to the issuance of the certificates that the Class A
Certificates be rated "AAA" by S&P and "Aaa" by Moody's, that the Class M-1     
Certificates be rated at least "AA+" by S&P and "Aa1" by Moody's, that the Class
M-2 Certificates be rated at least "AA+" by S&P and "Aa2" by Moody's, that the  
Class M-3 Certificates be rated at least "AA+" by S&P and "Aa3" by Moody's, that
the Class M-4 Certificates be rated at least "AA" by S&P and "A1" by Moody's,   
that the Class M-5 Certificates be rated at least "AA" by S&P and "A2" by       
Moody's, and that the Class B Certificates be rated at least "A+" by S&P and    
"Baa1" by Moody's.                                                              

  The ratings of S&P and Moody's assigned to mortgage pass-through
certificates address the likelihood of the receipt by certificateholders of all 
distributions to which the certificateholders are entitled. The rating process  
addresses structural and legal aspects associated with the certificates,        
including the nature of the underlying mortgage loans. The ratings assigned to  
mortgage pass-through certificates do not represent any assessment of the       
likelihood that principal prepayments will be made by the mortgagors or the     
degree to which the rate and timing principal prepayments will differ from that 
originally anticipated. The ratings do not address the possibility that         
certificateholders might suffer a lower than anticipated yield due to non-credit
events.                                                                         

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In addition, the ratings by S&P and Moody's do not address the
likelihood of the receipt of any amounts in respect of Net WAC Shortfall        
Amounts.                                                                        

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

        The company has not requested that any rating agency rate any class of
the Offered Certificates other than as stated above. However, there can be no   
assurance as to whether any other rating agency will rate any class of the      
Offered Certificates, or, if it does, what rating would be assigned by any other
rating agency. A rating on any class of the Offered Certificates by another     
rating agency, if assigned at all, may be lower than the ratings assigned to the
Offered Certificates as stated above.                                           

LEGAL INVESTMENT

       The Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
Certificates will constitute "mortgage related securities" for purposes of SMMEA
for so long as they are rated not lower than the second highest rating category 
by a Rating Agency (as defined in the prospectus) and, as such, will be legal   
investments for entities to the extent provided in SMMEA. SMMEA, however,       
provides for state limitation on the authority of these entities to invest in   
"mortgage related securities" provided that restrictive legislation by the state
was enacted prior to October 3, 1991. Some states have enacted legislation which
overrides the preemption provisions of SMMEA. The Class B Certificates will not 
constitute "mortgage related securities" for purposes of SMMEA.                 

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

SEE "LEGAL INVESTMENT" IN THE PROSPECTUS.                     

ERISA CONSIDERATIONS

     A fiduciary of any Plan and any person investing Plan Assets of any
Plan should carefully review with its legal advisors whether the purchase, sale 
or holding of certificates will give rise to a prohibited transaction under     
ERISA or Section 4975 of the Code.                                              

    The U.S. Department of Labor has issued an Exemption, as described
under "ERISA Considerations" in the prospectus, to the Underwriters. The        
Exemption generally exempts from the application of certain of the prohibited   
transaction provisions of Section 406 of ERISA, and the excise taxes imposed on 
such prohibited transactions by Section 4975(a) and (b) of the Code and Section 
502(i) of ERISA, transactions relating to the purchase, sale and holding of     
pass-through certificates rated at least "BBB-" (or its equivalent) by S&P,     
Fitch Ratings or Moody's at the time of purchase and underwritten by the        
Underwriters, such as the                                                       

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Offered Certificates, and the servicing and operation of asset pools, such as   
the mortgage loans, provided that the conditions of the Exemption are satisfied.
The purchase of the Offered Certificates by, on behalf of or with the Plan      
Assets of any Plan may qualify for exemptive relief under the Exemption, as     
amended and as currently in effect. However, the Exemption contains a number of 
conditions which must be met for the Exemption, as amended, to apply (as        
described in the prospectus), including the requirement that any such Plan must 
be an "accredited investor" as defined in Rule 501(a)(1) of Regulation D of the 
Securities and Exchange Commission under the Securities Act of 1933, as amended.
A fiduciary of a Plan contemplating purchasing an Offered Certificate must make 
its own determination that the conditions set forth in the Exemption, as        
amended, will be satisfied with respect to such certificates, including the     
requirement that the rating on a particular class of certificates be "BBB-" or  
higher at the time of purchase.                                                 

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

         Any fiduciary or other investor of Plan Assets that proposes to acquire
or hold an Offered Certificate on behalf of or with Plan Assets of any Plan     
should consult with its counsel with respect to the application of the fiduciary
responsibility provisions of ERISA and the prohibited transaction provisions of 
the ERISA and the Code to the proposed investment. SEE "ERISA CONSIDERATIONS" IN
THE PROSPECTUS.                                                                 

  The sale of any class of Offered Certificates to a Plan is in no
respect a representation by the company, the Trustee or the Underwriters that   
such an investment meets all relevant legal requirements with respect to        
investments by Plans generally or any particular Plan, or that such an          
investment is appropriate for Plans generally or any particular Plan.           

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GLOSSARY

ACCRUAL PERIOD -- For any class of Offered Certificates, (i) with respect to the
distribution date in September 2004, the period commencing on the closing date  
and ending on the day preceding the distribution date in September 2004, and    
(ii) with respect to any distribution date after the distribution date in       
September 2004, the period commencing on the distribution date in the month     
immediately preceding the month in which that distribution date occurs and      
ending on the day preceding that distribution date.                             

AGREEMENT -- The pooling and servicing agreement, dated as of August 1, 2004,   
among Impac Secured Assets Corp., as company, Impac Funding Corporation, as     
master servicer, Deutsche Bank National Trust Company, as trustee, and Wells    
Fargo Bank, N.A., as securities administrator.                                  

ALLOCATED REALIZED LOSS AMOUNT -- With respect to any class of the Class 1-A-5  
Certificates and Mezzanine Certificates and any distribution date, an amount    
equal to the sum of any Realized Loss allocated to that class of certificates on
that distribution date and any Allocated Realized Loss Amount for that class    
remaining unpaid from any previous distribution date.                           

ALLOWABLE CLAIM -- For any mortgage loan covered by a Primary Insurance Policy, 
the current principal balance of such mortgage loan plus accrued interest and   
allowable expenses at the time of the claim.                                    

APPRAISED VALUE -- The appraised value of the related mortgaged property at the 
time of origination of such mortgage loan.                                      

AVAILABLE DISTRIBUTION AMOUNT -- For any distribution date, an amount equal to  
the amount received by the Securities Administrator and available in the        
Certificate Account on that distribution date. The Available Distribution Amount
will generally be equal to (a) the sum of (1) the aggregate amount of scheduled 
payments on the mortgage loans received or advanced that were due during the    
related Due Period, (2) any unscheduled payments and receipts, including        
mortgagor prepayments on such mortgage loans, Insurance Proceeds, Liquidation   
Proceeds and Subsequent Recoveries, received during the related Prepayment      
Period, in each case, net of amounts reimbursable therefrom to the Trustee, the 
Securities Administrator, the Master Servicer and any Subservicer, (3) any      
Compensating Interest paid by the Master Servicer in respect of the mortgage    
loans,(4) amounts transferred from the Interest Coverage Accounts and, at the   
end of the Funding Period, any excess amounts transferred from the Pre-Funding  
Accounts and (5) interest earned on amounts on deposit in the Pre-Funding       
Accounts and reduced by (b) Master Servicing Fees, Subservicing Fees, the fees  
of the Trustee, the fees to the Securities Administrator, any amounts in respect
of the premiums payable to Radian under the Radian Lender-Paid PMI Policies and,
with respect to such amounts related to the Group 2 Loans, the amount payable to
the Certificate Insurer. The holders of the Class P Certificates will be        
entitled to all prepayment charges received on the mortgage loans and such      
amounts will not be available for distribution to the Offered Certificates.     

BASIC PRINCIPAL DISTRIBUTION AMOUNT -- With respect to any distribution date and
each Loan Group, the related Principal Remittance Amount and, with respect to   
the Group 2 Loans, the Class 2-A Insured Amount, if any, for such distribution  
date.                                                                           

BOOK-ENTRY CERTIFICATES -- Each class of the Offered Certificates for so long as
they are issued, maintained and transferred at the DTC.                         

CERTIFICATE GUARANTY INSURANCE POLICY - The certificate guaranty insurance      
policy issued by the Certificate Insurer for the benefit of the Class 2-A       
Certificateholders.                                                             

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CERTIFICATE MARGIN -- With respect to the Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 2-A-1, Class 2-A-2, Class M-1, Class M-2, Class 
M-3, Class M-4, Class M-5 and Class B Certificates, on any distribution date    
prior to the Step-Up Date, 0.200%, 0.350%, 0.530%, 0.400%, 0.470%, 0.320%,      
0.320%, 0.600%, 0.650%, 0.700%, 1.150%, 1.250% and 1.850% per annum,            
respectively, and on any distribution date on and after the Step-Up Date,       
0.400%, 0.700%, 1.060%, 0.800%, 0.940%, 0.640%, 0.640%, 0.900%, 0.975%, 1.050%, 
1.725%, 1.875% and 2.775% per annum, respectively.                              

CERTIFICATE PRINCIPAL BALANCE -- With respect to any Offered Certificate as of  
any date of determination, the initial Certificate Principal Balance thereof,   
increased by any Subsequent Recoveries allocated thereto, and reduced by the    
aggregate of (a) all amounts allocable to principal previously distributed with 
respect to such Offered Certificate and (b) in the case of any Class 1-A-5      
Certificates and Mezzanine Certificates, any reductions in the Certificate      
Principal Balance thereof deemed to have occurred in connection with allocations
of Realized Losses in the manner described herein.                              

CLASS 1-A CORRIDOR CONTRACT -- The Corridor Contract between the trust and the  
Corridor Contract Provider for the benefit of the Class 1-A Certificates.       

CLASS 1-A NET WAC RATE -- With respect to the Class 1-A Certificates, a per     
annum rate equal to the weighted average of the Net Mortgage Rates of the Group 
1 Loans as of the first day of the month preceding the month in which such      
distribution date occurs, multiplied by a fraction equal to (x) 30 divided by   
(y) the number of days in the related Accrual Period.                           

CLASS 1-A PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date will equal 
the product of (x) the Class A Principal Distribution Target Amount and (y) a   
fraction, the numerator of which is the Class 1-A Principal Distribution Target 
Amount and the denominator of which is the sum of the Class 1-A Principal       
Distribution Target Amount and Class 2-A Principal Distribution Target Amount.  

CLASS 1-A PRINCIPAL DISTRIBUTION TARGET AMOUNT -- For any distribution date will
equal the excess of:                                                            

          (1) the Certificate Principal Balance of the Class 1-A
Certificates immediately prior to such distribution date, over

            (2) the lesser of (x) 86.50% of the sum of (i) aggregate
     Stated Principal Balance of the Group 1 Loans for such distribution
date after giving effect to distributions to be made on that  
      distribution date and (ii) the Group 1 Pre-Funded Amount and (y) the
        aggregate sum of (i) the Stated Principal Balance of the Group 1 Loans
       for such distribution date after giving effect to distributions to be
       made on that distribution date and (ii) the Group 1 Pre-Funded Amount
         minus 0.35% of the sum of (i) the aggregate Stated Principal Balance of
        the Group 1 Loans as of the Cut-off Date and (ii) the Group 1 Original
Pre-Funded Amount.                                            

CLASS 2-A CORRIDOR CONTRACT -- The Corridor Contract between the trust and the  
Corridor Contract Provider for the benefit of the Class 2-A Certificates.       

CLASS 2-A-1 CORRIDOR CONTRACT -- The Corridor Contract between the trust and the
Corridor Contract Provider for the benefit of the Class 2-A-1 Certificates.     

CLASS 2-A INSURED AMOUNT - Draws on the Certificate Guaranty Insurance Policy to
cover related Deficiency Amounts and Preference Amounts on the Class 2-A        
Certificates.                                                                   

CLASS 2-A NET WAC RATE -- With respect to the Class 2-A Certificates, a per     
annum rate equal to (i) the weighted average of the Net Mortgage Rates of the   
Group 2 Loans as of the first day of the month preceding                        

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the month in which such distribution date occurs, multiplied by a fraction equal
to (x) 30 divided by (y) the number of days in the related Accrual Period, minus
(ii) the Policy Premium Rate in respect of the Class 2-A Certificates.          

CLASS 2-A PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date will equal 
the product of (x) the Class A Principal Distribution Target Amount and (y) a   
fraction, the numerator of which is the Class 2-A Principal Distribution Target 
Amount and the denominator of which is the sum of the Class 1-A Principal       
Distribution Target Amount and Class 2-A Principal Distribution Target Amount.  

CLASS 2-A PRINCIPAL DISTRIBUTION TARGET AMOUNT -- For any distribution date will
equal the excess of:                                                            

          (2) the Certificate Principal Balance of the Class 2-A
Certificates immediately prior to such distribution date, over

                (2) the lesser of (x) 86.50% of the sum of (i) the aggregate
     Stated Principal Balance of the Group 2 Loans for such distribution
date after giving effect to distributions to be made on that  
      distribution date and (ii) the Group 2 Pre-Funded Amount and (y) the
        sum of (i) the aggregate Stated Principal Balance of the Group 2 Loans
       for such distribution date after giving effect to distributions to be
       made on that distribution date and (ii) the Group 2 Pre-Funded Amount
        minus 0.35% of (i) the aggregate Stated Principal Balance of the Group
         2 Loans as of the Cut-off Date and (ii) the Group 2 Original Pre-Funded
Amount.                                                       

CLASS A CERTIFICATES -- The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, 
Class 1-A-5, Class 2-A-1 and Class 2-A-2 Certificates.                          

CLASS A PRINCIPAL DISTRIBUTION TARGET AMOUNT -- For any distribution date will  
equal the excess of:                                                            

                  (1) the sum of the Certificate Principal Balances of the Class
       1-A Certificates and Class 2-A Certificates immediately prior to such
distribution date, over                                       

                (2) the lesser of (x) 86.50% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
       distribution date and (ii) the Pre-Funded Amounts and (y) (i) the sum
         of (A) the aggregate Stated Principal Balance of the mortgage loans for
        such distribution date after giving effect to distributions to be made
         on that distribution date and (B) the Pre-Funded Amounts minus (ii) the
Overcollateralization Floor.                                  

CLASS B PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date is the excess
of:                                                                             

(1) the sum of:                             

                         (a) the Certificate Principal Balances of the Class
                  1-A Certificates and Class 2-A Certificates (after taking into
                 account distributions of the Class 1-A Principal Distribution
               Amount and Class 2-A Principal Distribution Amount for such
distribution date);                         

                        (b) the Certificate Principal Balance of the Class
                M-1 Certificates (after taking into account distributions of
        the Class M-1 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

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                        (c) the Certificate Principal Balance of the Class
                M-2 Certificates (after taking into account distributions of
        the Class M-2 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (d) the Certificate Principal Balance of the Class
                M-3 Certificates (after taking into account distributions of
        the Class M-3 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (e) the Certificate Principal Balance of the Class
                M-4 Certificates (after taking into account distributions of
        the Class M-4 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (f) the Certificate Principal Balance of the Class
                M-5 Certificates (after taking into account distributions of
        the Class M-5 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date; and                                   

                          (g) the Certificate Principal Balance of the Class B
            Certificates immediately prior to such distribution date

OVER                                                          

                (2) the lesser of (x) 99.30% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
         distribution date and (ii) the Pre-Funded Amounts and (y)(i) the sum of
        (A) the aggregate Stated Principal Balance of the mortgage loans after
         giving effect to distributions to be made on that distribution date and
        (B) the Pre-Funded Amounts minus (ii) the Overcollateralization Floor;

provided, however, that if the Class B Certificates are the only class of       
certificates outstanding on such distribution date they will be entitled to     
receive the entire Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.                                             

CLASS C CERTIFICATES -- The Class C Certificates.                               

CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date is the     
excess of:                                                                      

(1) the sum of:                             

                         (a) the Certificate Principal Balances of the Class
                  1-A Certificates and Class 2-A Certificates (after taking into
                 account distributions of the Class 1-A Principal Distribution
               Amount and Class 2-A Principal Distribution Amount for such
distribution date); and                     

                        (b) the Certificate Principal Balance of the Class
                M-1 Certificates immediately prior to such distribution date

OVER                                                          

                (2) the lesser of (x) 88.80% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
       distribution date and (ii) the Pre-Funded Amounts and (y) (i) the sum
     of (A) the aggregate Stated Principal Balance of the mortgage loans
      after giving effect to distributions to be made on that distribution
date and (B) the Pre-Funded Amounts minus (ii) the            
Overcollateralization Floor;                                  

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provided, however, that if the Class M-1 Certificates are the only class of     
certificates outstanding on such distribution date they will be entitled to     
receive the entire Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.                                             

CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date is the     
excess of:                                                                      

(1) the sum of:                             

                         (a) the Certificate Principal Balances of the Class
                  1-A Certificates and Class 2-A Certificates (after taking into
                 account distributions of the Class 1-A Principal Distribution
               Amount and Class 2-A Principal Distribution Amount for such
distribution date);                         

                        (b) the Certificate Principal Balance of the Class
                M-1 Certificates (after taking into account distributions of
        the Class M-1 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date; and                                   

                        (c) the Certificate Principal Balance of the Class
                M-2 Certificates immediately prior to such distribution date

OVER                                                          

                (2) the lesser of (x) 90.80% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
       distribution date and (ii) the Pre-Funded Amounts and (y) (i) the sum
     of (A) the aggregate Stated Principal Balance of the mortgage loans
      after giving effect to distributions to be made on that distribution
date and (B) the Pre-Funded Amounts minus (ii) the            
Overcollateralization Floor;                                  

provided, however, that if the Class M-2 Certificates are the only class of     
certificates outstanding on such distribution date they will be entitled to     
receive the entire Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.                                             

CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date is the     
excess of:                                                                      

(1) the sum of:                             

                         (a) the Certificate Principal Balances of the Class
                  1-A Certificates and Class 2-A Certificates (after taking into
                 account distributions of the Class 1-A Principal Distribution
               Amount and Class 2-A Principal Distribution Amount for such
distribution date);                         

                        (b) the Certificate Principal Balance of the Class
                M-1 Certificates (after taking into account distributions of
        the Class M-1 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (c) the Certificate Principal Balance of the Class
                M-2 Certificates (after taking into account distributions of
        the Class M-2 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date; and                                   

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                        (d) the Certificate Principal Balance of the Class
                M-3 Certificates immediately prior to such distribution date

OVER                                                          

                (2) the lesser of (x) 92.80% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
       distribution date and (ii) the Pre-Funded Amounts and (y) (i) the sum
     of (A) the aggregate Stated Principal Balance of the mortgage loans
      after giving effect to distributions to be made on that distribution
date and (B) the Pre-Funded Amounts minus (ii) the            
Overcollateralization Floor;                                  

provided, however, that if the Class M-3 Certificates are the only class of     
certificates outstanding on such distribution date they will be entitled to     
receive the entire Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.                                             

CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date is the     
excess of:                                                                      

(1) the sum of:                             

                         (a) the Certificate Principal Balances of the Class
                  1-A Certificates and Class 2-A Certificates (after taking into
                 account distributions of the Class 1-A Principal Distribution
               Amount and Class 2-A Principal Distribution Amount for such
distribution date);                         

                        (b) the Certificate Principal Balance of the Class
                M-1 Certificates (after taking into account distributions of
        the Class M-1 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (c) the Certificate Principal Balance of the Class
                M-2 Certificates (after taking into account distributions of
        the Class M-2 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (d) the Certificate Principal Balance of the Class
                M-3 Certificates (after taking into account distributions of
        the Class M-3 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date; and                                   

                        (e) the Certificate Principal Balance of the Class
                M-4 Certificates immediately prior to such distribution date

OVER                                                          

                (2) the lesser of (x) 94.80% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
       distribution date and (ii) the Pre-Funded Amounts and (y) (i) the sum
     of (A) the aggregate Stated Principal Balance of the mortgage loans
      after giving effect to distributions to be made on that distribution
date and (B) the Pre-Funded Amounts minus (ii) the            
Overcollateralization Floor;                                  

provided, however, that if the Class M-4 Certificates are the only class of     
certificates outstanding on such distribution date they will be entitled to     
receive the entire Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.                                             

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CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date is the     
excess of:                                                                      

(1) the sum of:                             

                         (a) the Certificate Principal Balances of the Class
                  1-A Certificates and Class 2-A Certificates (after taking into
                 account distributions of the Class 1-A Principal Distribution
               Amount and Class 2-A Principal Distribution Amount for such
distribution date);                         

                        (b) the Certificate Principal Balance of the Class
                M-1 Certificates (after taking into account distributions of
        the Class M-1 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (c) the Certificate Principal Balance of the Class
                M-2 Certificates (after taking into account distributions of
        the Class M-2 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (d) the Certificate Principal Balance of the Class
                M-3 Certificates (after taking into account distributions of
        the Class M-3 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date;                                       

                        (e) the Certificate Principal Balance of the Class
                M-4 Certificates (after taking into account distributions of
        the Class M-4 Principal Distribution Amount for such
             distribution date) immediately prior to such distribution
date; and                                   

                        (f) the Certificate Principal Balance of the Class
                M-5 Certificates immediately prior to such distribution date

OVER                                                          

                (2) the lesser of (x) 96.80% of the sum of (i) the aggregate
      Stated Principal Balance of the mortgage loans for such distribution
date after giving effect to distributions to be made on that  
       distribution date and (ii) the Pre-Funded Amounts and (y) (i) the sum
     of (A) the aggregate Stated Principal Balance of the mortgage loans
      after giving effect to distributions to be made on that distribution
date and (B) the Pre-Funded Amounts minus (ii) the            
Overcollateralization Floor;                                  

provided, however, that if the Class M-5 Certificates are the only class of     
certificates outstanding on such distribution date they will be entitled to     
receive the entire Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero.                                             

CLASS P CERTIFICATES -- The Class P Certificates.                               

CLASS R CERTIFICATES -- The Class R Certificates.                               

CLASS R-X CERTIFICATES -- The Class R-X Certificates.                           

CODE -- The Internal Revenue Code of 1986.                                      

COMPENSATING INTEREST -- Any payments made by the Subservicer or Master Servicer
from its own funds to cover Prepayment Interest Shortfalls.                     

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CORRIDOR CONTRACT -- Any of the Class 1-A Corridor Contract, Class 2-A Corridor 
Contract, Class 2-A-1 Corridor Contract or Mezzanine Corridor Contract.         

CORRIDOR CONTRACT PROVIDER -- Wachovia Bank, National Association.              

CORRIDOR CONTRACT PAYMENT AMOUNT -- With respect to any distribution date, the  
amount equal to the aggregate amount payable on that distribution date to the   
trust from the Corridor Contract Provider pursuant to the related Corridor      
Contract, as described in "Description of the Certificates--The Corridor        
Contracts" in this prospectus supplement.                                       

CPR -- A constant rate of prepayment on the mortgage loans.                     

CREDIT ENHANCEMENT PERCENTAGE -- For any distribution date is the percentage    
equivalent of a fraction, the numerator of which is equal to (a) the excess of  
(i) the aggregate principal balance of the mortgage loans for the preceding     
distribution date over (ii) (1) before the Certificate Principal Balances of the
Class A Certificates have been reduced to zero, the sum of the Certificate      
Principal Balances of the Class A Certificates, or (2) after such time, the     
Certificate Principal Balance of the most senior class of Mezzanine Certificates
outstanding, as of the preceding distribution date, and the denominator of which
is equal to (b) the aggregate principal balance of the mortgage loans,          
calculated after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period and      
distribution of the Principal Distribution Amount to the holders of the         
certificates then entitled to distributions of principal on the distribution    
date.                                                                           

CREDIT SCORE -- A measurement of the relative degree of risk a borrower         
represents to a lender obtained from credit reports utilizing, among other      
things, payment history, delinquencies on accounts, levels of outstanding       
indebtedness, length of credit history, types of credit, and bankruptcy         
experience.                                                                     

CUT-OFF DATE -- August 1, 2004.                                                 

CUT-OFF DATE BALANCE -- The sum of (a) the aggregate Stated Principal Balance of
the initial mortgage loans as of the Cut-off Date and (b) the Original          
Pre-Funded Amounts.                                                             

DEFICIENCY AMOUNT - With respect to each distribution date prior to the final   
scheduled distribution date and the Class 2-A Certificates, an amount equal to  
the sum of (i) the excess, if any, of (a) the amount of any Monthly Interest    
Distributable Amount on the Class 2-A Certificates for that distribution date   
over (b) the related Available Distribution Amount for that distribution date,  
and (ii) the excess, if any of (a) the Certificate Principal Balance of the     
Class 2-A Certificates over (b) the sum of the aggregate Stated Principal       
Balance of the Group 2 Loans and the Group 2 Pre-Funded Amount, in each case    
immediately following such distribution date. With respect to the final         
scheduled distribution date and the Class 2-A Certificates, an amount equal to  
the sum of (i) the excess, if any, of (a) the amount of any Monthly Interest    
Distributable Amount on the Class 2-A Certificates for that distribution date   
over (b) the related Available Distribution Amount for that distribution date   
and (ii) the excess, if any, of the Certificate Principal Balance of all        
outstanding Class 2-A Certificates due on such final scheduled distribution date
to the extent not paid from the related Available Distribution Amount on that   
distribution date. For the Class 2-A Certificates and any date on which the     
acceleration of the certificates has been directed or consented to by the       
Certificateholders pursuant to the Agreement, the amount required to pay the    
Certificate Principal Balance of the Class 2-A Certificates in full, together   
with accrued and unpaid interest thereon through the date of payment of the     
Class 2-A Certificates.                                                         

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DETERMINATION DATE -- With respect to any distribution date is on the 15th day  
of the month in which such distribution date occurs or, if such day is not a    
business day, on the immediately preceding business day.                        

DUE DATE -- With respect to each mortgage loan, the first day of the month.     

DUE PERIOD -- With respect to any distribution date commences on the second day 
of the month immediately preceding the month in which such distribution date    
occurs and ends on the first day of the month in which such distribution date   
occurs.                                                                         

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

EXTRA PRINCIPAL DISTRIBUTION AMOUNT -- With respect to any distribution date and
Loan Group, the lesser of (x) the Overcollateralization Deficiency Amount for   
such distribution date multiplied by a fraction, the numerator of which is the  
Principal Remittance Amount for such Loan Group and the denominator of which is 
the Principal Remittance Amount for both Loan Groups and (y) the Loan Group     
Excess Cashflow Allocation Amount for such distribution date available for      
payment thereof in the priority set forth in this prospectus supplement.        

EXEMPTION -- Prohibited Transaction Exemption 90-30, as amended.                

FINAL DISPOSITION -- With respect to a defaulted mortgage loan, when a          
determination is made by the Master Servicer that it has received all Insurance 
Proceeds, Liquidation Proceeds and other payments or cash recoveries which the  
Master Servicer reasonably and in good faith expects to be finally recoverable  
with respect to such mortgage loan.                                             

FUNDING PERIOD - The period from the Closing Date until the earlier of (i) the  
date on which the amount on deposit in the Pre-Funding Account is reduced to    
less than $10,000 or (ii) September 30, 2004.                                   

GROUP 1 INTEREST COVERAGE ACCOUNT -- A trust account that the Securities        
Administrator, on behalf of the Trustee, will establish for the benefit of the  
Certificateholders.                                                             

GROUP 1 ORIGINAL PRE-FUNDED AMOUNT - The amount deposited in the Group 1        
Pre-Funding Account on the Closing Date by the Securities Administrator.        

GROUP 1 PRE-FUNDED AMOUNT - The amount on deposit in the Group 1 Pre-Funding    
Account on any date of determination.                                           

GROUP 1 PRE-FUNDING ACCOUNT - An account established by the Securities          
Administrator for the benefit of the Certificateholders and funded on the       
Closing Date by the company with the Group 1 Original Pre-Funded Amount.        

GROUP 1 PRINCIPAL FRACTION -- With respect to any distribution date, a fraction 
equal to (x) the Principal Remittance Amount received from the Group 1 Loans for
that distribution date over (y) the Principal Remittance Amount received from   
all of the mortgage loans for that distribution date.                           

GROUP 2 INTEREST COVERAGE ACCOUNT -- A trust account that the Securities        
Administrator, on behalf of the Trustee, will establish for the benefit of the  
Certificateholders.                                                             

GROUP 2 ORIGINAL PRE-FUNDED AMOUNT - The amount deposited in the Group 2        
Pre-Funding Account on the Closing Date by the Securities Administrator.        

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GROUP 2 PRE-FUNDED AMOUNT - The amount on deposit in the Group 2 Pre-Funding    
Account on any date of determination.                                           

GROUP 2 PRE-FUNDING ACCOUNT - An account established by the Securities          
Administrator for the benefit of the Certificateholders and funded on the       
Closing Date by the company with the Group 2 Original Pre-Funded Amount.        

GROUP 2 PRINCIPAL FRACTION -- With respect to any distribution date, a fraction 
equal to (x) the Principal Remittance Amount received from the Group 2 Loans for
that distribution date over (y) the Principal Remittance Amount received from   
all of the mortgage loans for that distribution date.                           

IMPAC HOLDINGS -- Impac Mortgage Holdings, Inc., an affiliate of the company and
the Seller.                                                                     

INSURED UNDERCOLLATERALIZATION AMOUNT - With respect to any distribution date   
and the Group 2 Loans, the amount by which the Certificate Principal Balance of 
the Class 2-A Certificates exceeds the aggregate Stated Principal Balance of the
Group 2 Loans and the Group 2 Pre-Funded Amount immediately following           
distributions on that distribution date.                                        

INSURER DEFAULT - An insurer default will occur in the event the certificate    
insurer fails to make a payment under the Certificate Guaranty Insurance Policy 
or if certain events of bankruptcy or insolvency occur with respect to the      
certificate insurer.                                                            

INTEREST COVERAGE ACCOUNT -- Either of the Group 1 Interest Coverage Account or 
Group 2 Interest Coverage Account.                                              

INTEREST REMITTANCE AMOUNT -- For any distribution date, that portion of the    
Available Distribution Amount for such distribution date that represents        
interest received or advanced on the mortgage loans.                            

IRS -- The Internal Revenue Service.                                            

LIBOR BUSINESS DAY -- A day on which banks are open for dealing in foreign      
currency and exchange in London and New York City.                              

LIBOR DETERMINATION DATE -- With respect to each distribution date, the second  
LIBOR Business Day immediately preceding the commencement of the related Accrual
Period.                                                                         

LOAN GROUP EXCESS CASHFLOW ALLOCATION AMOUNT -- With respect to any distribution
date and Loan Group, the product of Net Monthly Excess Cashflow for such        
distribution date multiplied by a fraction, the numerator of which is the       
Principal Remittance Amount for such Loan Group for such distribution date and  
the denominator of which is the sum of the Principal Remittance Amount for both 
Loan Groups.                                                                    

MASTER SERVICER -- Impac Funding Corporation, in its capacity as master servicer
under the Agreement.                                                            

MASTER SERVICING FEE -- With respect to each mortgage loan, an amount, payable  
out of any payment of interest on the mortgage loan, equal to interest at the   
Master Servicing Fee Rate on the Stated Principal Balance of such mortgage loan 
for the calendar month preceding the month in which the payment is due. The     
Master Servicing Fee consists of servicing compensation payable to the Master   
Servicer in respect of its master servicing responsibilities.                   

MASTER SERVICING FEE RATE -- On each mortgage loan, a rate equal to 0.03% per   
annum.                                                                          

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MEZZANINE CERTIFICATES -- The Class M-1, Class M-2, Class M-3, Class M-4, Class 
M-5 and Class B Certificates.                                                   

MEZZANINE CORRIDOR CONTRACT -- The Corridor Contract between the trust and the  
Corridor Contract Provider for the benefit of the Mezzanine Certificates.       

MEZZANINE NET WAC RATE -- With respect to the Mezzanine Certificates, a per     
annum rate equal to the weighted average (weighted in proportion to the results 
of subtracting from the aggregate principal balance of each Loan Group the      
aggregate Certificate Principal Balance of the related Class A Certificates) of 
(i) the weighted average of the net mortgage rates of the mortgage loans in loan
group 1 and (ii) the weighted average of the net mortgage rates of the mortgage 
loans in loan group 2, in each case, as of the first day of the month preceding 
the month in which the distribution occurs.                                     

MONTHLY INTEREST DISTRIBUTABLE AMOUNT -- For any distribution date and each     
class of Offered Certificates, the amount of interest accrued during the related
Accrual Period at the related Pass-Through Rate on the Certificate Principal    
Balance of such Class immediately prior to such distribution date, in each case,
reduced by any Prepayment Interest Shortfalls to the extent not covered by      
Compensating Interest payable by the Subservicer or Master Servicer and any     
shortfalls resulting from the application of the Relief Act (in each case to the
extent allocated to such class of Offered Certificates as described under       
"Description of the Certificates--Allocation of Available Funds--Interest       
Distributions on the Offered Certificates" in this prospectus supplement). The  
Monthly Interest Distributable Amount on the Offered Certificates will be       
calculated on the basis of the actual number of days in the related Accrual     
Period and a 360-day year.                                                      

MONTHLY STRIKE RATE - With respect to the Corridor Contract, the fixed rate set 
forth in the Corridor Contract used to determine payments to the trust.         

MOODY'S -- Moody's Investors Service, Inc.                                      

MORTGAGE LOAN PURCHASE AGREEMENT -- The Mortgage Loan Purchase Agreement among  
the Seller, Impac Holdings and the company, whereby the mortgage loans are being
sold to the company.                                                            

NET MONTHLY EXCESS CASHFLOW -- For any distribution date, the excess of (x) the 
Available Distribution Amount and, with respect to the Group 2 Loans, the Class 
2-A Insured Amount, if any, for such distribution date over (y) the sum for such
distribution date of (A) the aggregate Monthly Interest Distributable Amount for
the Offered Certificates and (B) the Principal Remittance Amount.               

NET MORTGAGE RATE -- On any mortgage loan, the then applicable mortgage rate    
thereon minus the sum of (1) the Master Servicing Fee Rate, (2) the Subservicing
Fee Rate and (3) the related Radian PMI Rate, if such mortgage loan is a Radian 
PMI Insured Loan.                                                               

NET WAC RATE -- Any of the Class 1-A Net WAC Rate, Class 2-A Net WAC Rate or the
Mezzanine Net WAC Rate.                                                         

NET WAC SHORTFALL AMOUNT -- If on any distribution date the pass-through rate   
for the Offered Certificates is limited to the related Net WAC Rate, the sum of 
(i) the excess of (a) the amount of interest such Offered Certificates would    
have been entitled to receive on such distribution date if the Net WAC Rate     
would not have been applicable to such certificates over (b) the amount of      
interest accrued on such classes at the applicable Net WAC Pass-Through Rate    
plus (ii) the related Net WAC Shortfall Amount from the prior distribution date 
not previously distributed together with interest thereon at the related        
pass-through rate for the most recently ended Accrual Period.                   

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NET WAC SHORTFALL RESERVE FUND -- A reserve fund established by the Securities  
Administrator for the benefit of the holders of the Offered Certificates.       

OFFERED CERTIFICATES -- The Class A Certificates and the Mezzanine Certificates.

OID REGULATIONS -- Treasury regulations under Sections 1271 to 1275 of the Code 
generally addressing the treatment of debt instruments issued with original     
issue discount.                                                                 

ONE-MONTH LIBOR -- The London interbank offered rate for one-month United States
dollar deposits, determined as described in "Description of the                 
Certificates--Calculation of One-Month LIBOR for the Offered Certificates" in   
this prospectus supplement.                                                     

ORIGINAL PRE-FUNDED AMOUNT - Any of the Group 1 Original Pre-Funded Amount or   
Group 2 Original Pre- Funded Amount.                                            

OVERCOLLATERALIZATION DEFICIENCY AMOUNT -- With respect to any distribution     
date, the amount, if any, by which the Overcollateralization Target Amount      
exceeds the Overcollateralized Amount on such distribution date (after giving   
effect to distributions in respect of the Basic Principal Distribution Amount on
such distribution date).                                                        

OVERCOLLATERALIZATION FLOOR -- With respect to any distribution date, 0.35% of  
the Cut-off Date Balance.                                                       

OVERCOLLATERALIZATION TARGET AMOUNT -- With respect to any distribution date    
prior to the distribution date occurring in February 2005, $0. With respect to  
any distribution date on or after the distribution date in February 2005, 0.35% 
of the Cut-off Date Balance.                                                    

OVERCOLLATERALIZED AMOUNT -- For any distribution date, the amount, if any, by  
which (i) the aggregate principal balance of the mortgage loans (after giving   
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, unscheduled collections of principal received  
during the related Prepayment Period and any Realized Losses on the mortgage    
loans during the related Prepayment Period), plus the amount on deposit in the  
Pre-Funding Accounts, exceeds (ii) the aggregate Certificate Principal Balance  
of the Offered Certificates and the Class P Certificates as of such distribution
date (after giving effect to distributions to be made on such distribution      
date).                                                                          

P&I ADVANCE -- The aggregate of all payments of principal and interest, net of  
the Master Servicing Fee and the Subservicing Fee, that were due during the     
related Due Period on the mortgage loans master serviced by it and that were    
delinquent on the related Determination Date.                                   

PASS-THROUGH RATE -- With respect to any distribution date and                  

        o    the Class 1-A Certificates, the least of (x) One-Month LIBOR plus
              the related Certificate Margin, (y) the Class 1-A Net WAC Rate and
(z) 11.25% per annum;                               

        o    the Class 2-A Certificates, the least of (x) One-Month LIBOR plus
              the related Certificate Margin, (y) the Class 2-A Net WAC Rate and
(z) 11.25% per annum;                               

        o    the Mezzanine Certificates, the least of (x) One-Month LIBOR plus
              the related Certificate Margin, (y) the Mezzanine Net WAC Rate and
(z) 11.25% per annum;                               

PLAN -- Any employee benefit plan subject to ERISA and any plan or other        
arrangement described in Section 4975(e)(1) of the Code.                        

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PLAN ASSETS -- The assets of a Plan as determined under Department of Labor     
regulation section 2510.3-101 or other applicable law.                          

POLICY PREMIUM RATE - The rate per annum set forth in the Agreement.            

PREFERENCE AMOUNT - With respect to the Class 2-A Certificates, any amount      
previously distributed to a Class 2-A Certificateholder that is recoverable and 
sought to be recovered as a voidable preference by a trustee in bankruptcy      
pursuant to the United States Bankruptcy Code, as amended from time to time, in 
accordance with a final nonappealable order of a court having competent         
jurisdiction.                                                                   

PRE-FUNDED AMOUNT - Any of the Group 1 Pre-Funded Amount or Group 2 Pre-Funded  
Amount.                                                                         

PRE-FUNDING ACCOUNT - Any of the Group 1 Pre-Funding Account or Group 2         
Pre-Funding Account.                                                            

PREPAYMENT PERIOD -- With respect to any distribution date is the calendar month
immediately preceding the month in which such distribution date occurs.         

PREPAYMENT ASSUMPTION -- A Prepayment Assumption of 100% assumes that the       
outstanding balance of a pool of mortgage loans prepays at a rate of 30% CPR.   

PRINCIPAL DISTRIBUTION AMOUNT -- For any distribution date and any Loan Group,  
the related Basic Principal Distribution Amount plus the related Extra Principal
Distribution Amount.                                                            

PRINCIPAL REMITTANCE AMOUNT -- For any distribution date and each Loan Group,   
the sum of                                                                      

    (1) the principal portion of all scheduled monthly payments on the
related mortgage loans due on the related Due Date, to the extent received or   
advanced;                                                                       

  (2) the principal portion of all proceeds of the repurchase of a
mortgage loan (or, in the case of a substitution, certain amounts representing a
principal adjustment) in the related Loan Group as required by the Agreement    
during the preceding calendar month;                                            

         (3) the principal portion of all other unscheduled collections received
during the preceding calendar month, including full and partial prepayments,    
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries, in each case
to the extent applied as recoveries of principal with respect to the mortgage   
loans in the related Loan Group;                                                

         (4) any amount remaining on deposit in the related Pre-Funding Accounts
at the end of the Funding Period; and                                           

     (5) with respect to the Group 2 Loans, any portion of any Class 2-A
Insured Amount for such distribution date representing an Insured               
Undercollateralization Amount allocable to the Class 2-A Certificates.          

RADIAN -- Radian Guaranty, Inc., formerly known as Commonwealth Mortgage        
Assurance Company.                                                              

RADIAN LENDER-PAID PMI POLICY -- A Primary Insurance Policy issued by Radian in 
accordance with a March 29, 2002 letter between the Seller and Radian.          

RADIAN PMI INSURED LOANS -- The mortgage loans covered by a Radian Lender-Paid  
PMI Policy.                                                                     

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RADIAN PMI RATE -- With respect to each Radian PMI Insured Loan, the per annum  
rate payable to Radian under the related Radian Lender-Paid PMI Policy.         

RATING AGENCIES -- S&P and Moody's.                                             

RECORD DATE -- For each distribution date and the Offered Certificates, so long 
as such certificates are Book- Entry Certificates, the business day prior to    
such distribution date. With respect to any Offered Certificates which are not  
Book-Entry Certificates, the close of business on the last business day of the  
month preceding the month in which such distribution date occurs.               

REFERENCE BANKS -- Leading banks selected by the Securities Administrator (after
consultation with the Master Servicer)and engaged in transactions in Eurodollar 
deposits in the international Eurocurrency market (i) with an established place 
of business in London, (ii) whose quotations appear on the Telerate Screen Page 
3750 on the applicable LIBOR Determination Date, (iii) which have been          
designated as such by the Securities Administrator (after consultation with the 
Master Servicer and the Certificate Insurer) and (iv) not controlling,          
controlled by, or under common control with, the company or the Seller.         

REMIC -- A real estate mortgage investment conduit within the meaning of Section
860D of the Code.                                                               

REMIC REGULATIONS -- Treasury regulations under Sections 860A to 860G of the    
Code generally addressing the treatment of REMICs.                              

RELIEF ACT SHORTFALL -- For any distribution date and any mortgage loan (other  
than a mortgage loan relating to an REO Property), any shortfalls relating to   
the Relief Act or similar legislation or regulations.                           

RESERVE INTEREST RATE - With respect to any LIBOR Determination Date, the rate  
per annum that the Securities Administrator determines to be either (i) the     
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of  
0.0625%) of the one-month United States dollar lending rates which New York City
banks selected by the Securities Administrator are quoting on the relevant LIBOR
Determination Date to the principal London offices of leading banks in the      
London interbank market or (ii) in the event that the Securities Administrator  
can determine no such arithmetic mean, the lowest one-month United States dollar
lending rate which New York City banks selected by the Securities Administrator 
are quoting on such LIBOR Determination Date to leading European banks.         

RULES -- The rules, regulations and procedures creating and affecting DTC and   
its operations.                                                                 

S&P -- Standard & Poor's, a division of The McGraw-Hill Companies, Inc.         

SECURITIES ADMINISTRATOR -- Wells Fargo Bank, N.A.                              

SELLER -- Impac Funding Corporation, in its capacity as seller under the        
Mortgage Loan Purchase Agreement.                                               

STATED PRINCIPAL BALANCE -- With respect to any mortgage loan as of any date of 
determination, 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 allocable to principal    
that have been distributed to certificateholders with respect to such mortgage  
loan on or before such date, and as further reduced to the extent that any      
Realized Loss thereon has been allocated to one or more classes of certificates 
on or before the date of determination.                                         

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STEP-UP DATE -- The first distribution date following the first month in which  
the aggregate unpaid principal balance of the mortgage loans, and properties    
acquired in respect thereof, remaining in the trust has been reduced to less    
than or equal to 10% of the Cut-off Date Balance.                               

STEPDOWN DATE -- Is the earlier of (i) the first distribution date on which the 
certificate principal balances of the Class A Certificates have been reduced to 
zero and (ii) the later to occur of (x) the distribution date occurring in      
September 2007 and (y) the first distribution date on which the aggregate       
certificate principal balance of the Class A Certificates (calculated for this  
purpose only after taking into account the receipt of principal on the mortgage 
loans, but prior to any distribution of principal to the holders of the         
certificates) is less than or equal to approximately 86.50% of the aggregate    
principal balance of the mortgage loans, calculated after giving effect to      
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during  
the related Prepayment Period.                                                  

SUBSEQUENT CUT-OFF DATE - With respect to any subsequent mortgage loan, the     
date, as designated by the company, that is the later of (i) the first day of   
the month in which the related Subsequent Transfer Date occurs and (ii) the     
origination date of such subsequent mortgage loan, as the cut-off date with     
respect to the related subsequent mortgage loan.                                

SUBSEQUENT RECOVERIES -- Any liquidation proceeds (net of amounts owed to the   
Master Servicer or any subservicer with respect to the related mortgage loan)   
received after the final liquidation of a mortgage loan. If Subsequent          
Recoveries are received, they will be included as part of the Principal         
Remittance Amount for the following distribution date and distributed in        
accordance with the priorities described in this prospectus supplement. In      
addition, after giving effect to all distributions on a distribution date, if   
any Allocated Realized Loss Amounts are outstanding, the Allocated Realized Loss
Amount for the class of Class 1-A-5 Certificates or Mezzanine Certificates then 
outstanding with the highest distribution priority will be decreased by the     
amount of such Subsequent Recoveries until reduced to zero (with any remaining  
Subsequent Recoveries applied to reduce the Allocated Realized Loss Amount of   
the class with the next highest distribution priority), and the Certificate     
Principal Balance of such class or classes of Class 1-A-5 Certificates or       
Mezzanine Certificates will be increased by the same amount. Thereafter, such   
class or classes of Class 1-A-5 Certificates or Mezzanine Certificates will     
accrue interest on the increased Certificate Principal Balance.                 

SUBSEQUENT TRANSFER DATE - With respect to any subsequent mortgage loan , the   
applicable date upon which such mortgage loan was purchased from the Seller with
amounts on deposit in the Pre-Funding Account.                                  

SUBSEQUENT TRANSFER INSTRUMENT - With respect to the subsequent mortgage loans, 
the subsequent transfer instrument, dated as of the applicable Subsequent       
Transfer Date, between the company and the Trustee, or such other instrument as 
agreed upon by the company and the Trustee.                                     

SUBSERVICERS -- Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A.  

SUBSERVICING FEE -- With respect to each mortgage loan, accrued interest at the 
Servicing Fee Rate with respect to the mortgage loan on the same principal      
balance on which interest on the mortgage loan accrues for the calendar month.  
The Subservicing Fee consists of subservicing and other related compensation    
payable to the Subservicer or to the Master Servicer if the Master Servicer is  
directly servicing the loan.                                                    

SUBSERVICING FEE RATE -- On each mortgage loan, a rate equal to 0.375% per      
annum.                                                                          

SUPER SENIOR CERTIFICATE -- Any of the Class 1-A-1, Class 1-A-2, Class 1-A-3 and
Class 1-A-4 Certificates.                                                       

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TRIGGER EVENT -- A Trigger Event is in effect with respect to any distribution  
date if                                                                         

         (1) the average three-month rolling percentage obtained by dividing (x)
aggregate principal balance of mortgage loans that are 60 or more days          
delinquent (including for this purpose any such mortgage loans in foreclosure,  
mortgage loans with respect to which the related mortgaged property has been    
acquired by the trust, and mortgage loans discharged due to bankruptcy) by (y)  
the aggregate principal balance of the mortgage loans, in each case, as of the  
last day of the previous calendar month, exceeds 44.50% multiplied by the Credit
Enhancement Percentage; or                                                      

       (2) the cumulative amount of Realized Losses incurred on the mortgage
loans from the Cut-off Date through the end of the calendar month immediately   
preceding such distribution date divided by the Cut-off Date Balance exceeds (i)
1.00% with respect to the distribution date occurring in September 2007, plus an
additional 1/12th of 0.50% for each month thereafter up to and including the    
distribution date in August 2008, (ii) 1.50% with respect to the distribution   
date occurring in September 2008, plus an additional 1/12th of 0.50% for each   
month thereafter up to and including the distribution date in August 2009, (iii)
2.00% with respect to the distribution date occurring in September 2009, plus an
additional 1/12th of 0.50% for each month thereafter up to and including the    
distribution date in August 2010 and (iv) 2.50% with respect to any distribution
date occurring in September 2010 and thereafter.                                

For purposes of the foregoing calculation, a mortgage loan is considered "60    
days" delinquent if a payment due on the first day of a month has not been      
received by the second day of the second following month.                       

TRUSTEE -- Deutsche Bank National Trust Company.                                

UNDERWRITERS -- Countrywide Securities Corporation and Bear, Stearns & Co. Inc. 

UNPAID INTEREST SHORTFALL AMOUNT -- For each class of Offered Certificates and  
the first distribution date, zero, and with respect to each class of Offered    
Certificates and any distribution date after the first distribution date, the   
amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable  
Amount for such class for the immediately preceding distribution date and (2)   
the outstanding Unpaid Interest Shortfall Amount, if any, for such class for    
such preceding distribution date exceeds (b) the aggregate amount distributed on
such class in respect of interest pursuant to clause (a) of this definition on  
such preceding distribution date, plus interest on the amount of interest due   
but not paid on the certificates of such class on such preceding distribution   
date, to the extent permitted by law, at the Pass-Through Rate for such class   
for the related Accrual Period.                                                 

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                                                                         ANNEX I

 GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

     Except in certain limited circumstances, the globally offered Impac
Mortgage Pass-Through Certificates, Series 2004-3 Class 1-A-1, Class 1-A-2,     
Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 2-A-1, Class 2-A-2, Class M-1,     
Class M-2, Class M-3, Class M-4, Class M-5 and Class B (the "Global Securities")
will be available only in book-entry form. Investors in the Global Securities   
may hold interests in such Global Securities through any of DTC, Clearstream or 
Euroclear. The Global Securities will be tradable as home market instruments in 
both the European and U.S. domestic markets. Initial settlement and all         
secondary trades will settle in same day funds. Capitalized terms used but not  
defined in this Annex I have the meanings assigned to them in the prospectus    
supplement and the prospectus.                                                  

        Secondary market trading between investors holding interests in Global
Securities through Clearstream and Euroclear will be conducted in accordance    
with their normal rules and operating procedures and in accordance with         
conventional eurobond practice (i.e., seven calendar day settlement). Secondary 
market trading between investors holding interests in Global Securities through 
DTC will be conducted according to the rules and procedures applicable to U.S.  
corporate debt obligations.                                                     

       Secondary cross-market trading between investors holding interests in
Global Securities through Clearstream or Euroclear and investors holding        
interests in Global Securities through DTC participants will be effected on a   
delivery-against-payment basis through the respective depositories 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. Clearstream and Euroclear    
will hold positions on behalf of their participants through their respective    
depositories, which in turn will hold such positions in accounts as DTC         
participants.                                                                   

       Investors electing to hold interests in Global Securities through DTC
participants will be subject to the settlement practices applicable to similar  
issues of pass-through certificates. Investors' securities custody accounts will
be credited with their holdings against payment in same-day funds on the        
settlement date.                                                                

   Investors electing to hold interests in 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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      TRANSFERS BETWEEN DTC PARTICIPANTS. Secondary market trading between
DTC participants will be settled using the DTC procedures applicable to similar 
issues of pass-through certificates in same-day funds.                          

        TRANSFERS 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.                                                                          

      TRANSFERS BETWEEN DTC SELLER AND CLEARSTREAM OR EUROCLEAR PURCHASER.
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 its respective  
depository to receive the Global Securities against payment. Payment will       
include interest accrued on the Global Securities from and including the last   
distribution date to but excluding the settlement date. Payment will then be    
made by the respective depository to the DTC participant's account against      
delivery of the Global Securities. After such 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 Global Securities credit  
will appear on the next business day (European time) and the cash debit 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 through DTC on the intended value date    
(i.e., the trade fails), the Clearstream or Euroclear cash debit will be valued 
instead as of the actual settlement date.                                       

       Clearstream participants and Euroclear participants will need to make
available to the respective clearing system the funds necessary to process      
same-day funds settlement. The most direct means of doing so is to pre-position 
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring with Clearstream or Euroclear. Under    
this approach, they may take on credit exposure to Clearstream or Euroclear     
until the Global Securities are credited to their accounts 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 pre-position funds and allow that credit line to be drawn upon the finance   
settlement. Under this procedure, Clearstream participants or Euroclear         
participants p