SEC Info - Cwabs Inc - ‘424B5’ on 3/17/05 re: Encore Credit Receivables Trust 2005-1

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Cwabs Inc – ‘424B5’ on 3/17/05 re: Encore Credit Receivables Trust 2005-1

On: Thursday, 3/17/05, at 5:27pm ET · Accession #: 882377-5-528 · File #s: 333-118926, -17

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/17/05  Cwabs Inc                         424B5                  1:957K Encore Credit Recs Trust 2005-1   Thacher Proffitt… LLP/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Cwabs, Inc.                                          266   1.39M

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Regarding the Adjustable Rate Mortgage Loans Adjustable Rate Mortgage Loans Administrative Matters Advances Agreements, The Amendment Annex A Annex B Anti-Deficiency Legislation and Other Limitations On Lenders Applicability of Usury Laws Assignment of the Mortgage Loans Assignment of the Trust Fund Assets Available Funds Available Information Backup Withholding Book-Entry Notes Book-Entry Registration of Securities Calculation of One-Month Libor Cap Contract Categories of Classes of Securities Certain Legal Aspects of the Loans Certain Matters Regarding the Master Servicer and the Depositor Collection Procedures Consumer Protection Laws Cooperative Loans Cooperatives Credit Enhancement Cross Support Cut-off Date Depositor, The Description of the Notes Description of the Securities Discount or Premium on Pass-Through Securities Distributions on Securities Due-On-Sale Clauses Due Period Enforceability of Prepayment and Late Payment Fees Environmental Risks ERISA Considerations Event of Default Events of Default; Rights Upon Event of Default Evidence as to Compliance Excess Inclusions Financial Information Financial Instruments Foreclosure Funding Period General Hazard Insurance Home Equity Loans Home Improvement Finance Important Notice About Information in This Prospectus and Each Accompanying Prospectus Supplement Incorporation of Certain Documents by Reference Indenture Indenture Trustee Indenture Trustee, The Index of Defined Terms Index to Defined Terms Indices Applicable to Floating Rate and Inverse Floating Rate Classes Insurance Policies, Surety Bonds and Guaranties Interest Rate Swap Agreement Interest Rate Swap Agreement, The Interest Weighted Securities Issuer Issuer, The Junior Mortgages and Rights of Senior Mortgagees Last Scheduled Payment Date Legal Investment Legal Matters Letter of Credit LIBO Method Loan Program Loans, The Loan-to-Value Ratio Market Discount Master Servicer Master Servicer, The Material Federal Income Tax Consequences Method of Distribution Miscellaneous Tax Aspects Mortgage Pool, The Notes, The Optional Termination Originator Originator, The Other Loan Provisions and Lender Requirements Other Tax Considerations Other Taxes Over-Collateralization Overcollateralization Provisions Owner Trustee Owner Trustee, The Payments Payments of Interest Payments of Principal Payments On Loans; Deposits to Security Account Pool Insurance Policies Pre-Funding Pre-Funding Account Premium Prime Rate Priority of Additional Advances Proposed Reporting Regulations Qualifications of Sellers Rating Ratings Realization Upon Defaulted Loans Record Date REMIC Expenses; Single Class REMICs Reports to Securityholders Representations by Sellers; Repurchases Reserve Accounts Restrictions on Ownership and Transfer of Residual Interest Securities Rights of Redemption Risk Factors Sale or Exchange Seller Seller and servicer, The Servicemembers Civil Relief Act SERVICING Agreements, The Servicing and Other Compensation and Payment of Expenses Stated Principal Balance Stripped Securities Subordination Subservicer, The Sub-Servicing by Sellers Substitution of Trust Fund Assets Summary Table of Contents Taxation of Debt Securities Taxation of Holders of Residual Interest Securities Taxation of the REMIC Taxation of the REMIC and Its Holders Tax Characterization of the Trust Fund as a Partnership Tax Consequences to Holders of the Certificates Tax Consequences to Holders of the Notes Tax Status as a Grantor Trust Tax Treatment of Foreign Investors Termination; Optional Termination The Agreements The Depositor The Indenture Trustee The Interest Rate Swap Agreement The Issuer The Loans The Master Servicer The Mortgage Pool The Notes The Originator The Owner Trustee THE seller and servicer The SERVICING Agreements The Subservicer The Title I Program The Trustee The Trust Fund Title I Program, The Trustee, The Trust Fund, The Underwriting Guidelines Underwriting Standards Use of Proceeds Yield and Prepayment Considerations Yield, Prepayment and Maturity Considerations
1	1st Page - Filing Submission
"	The Notes
"	Optional Termination
2	Table of Contents
3	Summary
"	Issuer
"	Seller
"	Master Servicer
"	Indenture Trustee
4	Originator
"	Owner Trustee
"	Indenture
"	Cut-off Date
"	Due Period
"	Funding Period
6	Adjustable Rate Mortgage Loans
"	Description of the Notes
"	General
7	Record Date
8	Credit Enhancement
9	Subordination
"	Cap Contract
"	Interest Rate Swap Agreement
10	Advances
"	Material Federal Income Tax Consequences
11	ERISA Considerations
13	Risk Factors
32	The Mortgage Pool
33	Additional Information Regarding the Adjustable Rate Mortgage Loans
34	Loan-to-Value Ratio
35	Stated Principal Balance
"	Pre-Funding
36	Assignment of the Mortgage Loans
40	The Originator
"	Underwriting Guidelines
47	Book-Entry Notes
56	Payments
"	Payments of Interest
59	Payments of Principal
71	Overcollateralization Provisions
74	Calculation of One-Month Libor
76	The Interest Rate Swap Agreement
80	The Issuer
"	The Owner Trustee
"	The Indenture Trustee
81	The Master Servicer
"	THE seller and servicer
82	The Subservicer
84	The SERVICING Agreements
87	Event of Default
89	Yield, Prepayment and Maturity Considerations
92	Last Scheduled Payment Date
113	Use of Proceeds
114	Tax Consequences to Holders of the Notes
"	Other Taxes
116	Method of Distribution
118	Legal Matters
"	Ratings
119	Annex A
152	Annex B
156	Index of Defined Terms
161	Important Notice About Information in This Prospectus and Each Accompanying Prospectus Supplement
173	The Trust Fund
174	The Loans
176	Home Equity Loans
178	Substitution of Trust Fund Assets
"	Available Information
"	Incorporation of Certain Documents by Reference
179	Reports to Securityholders
"	The Depositor
"	Loan Program
"	Underwriting Standards
181	Qualifications of Sellers
"	Representations by Sellers; Repurchases
182	Description of the Securities
184	Distributions on Securities
185	Available Funds
188	Categories of Classes of Securities
190	Indices Applicable to Floating Rate and Inverse Floating Rate Classes
"	LIBO Method
193	Prime Rate
194	Book-Entry Registration of Securities
199	Letter of Credit
"	Insurance Policies, Surety Bonds and Guaranties
200	Over-Collateralization
"	Reserve Accounts
202	Pool Insurance Policies
203	Financial Instruments
"	Cross Support
"	Yield and Prepayment Considerations
206	The Agreements
"	Assignment of the Trust Fund Assets
207	Payments On Loans; Deposits to Security Account
209	Pre-Funding Account
210	Sub-Servicing by Sellers
"	Collection Procedures
211	Hazard Insurance
213	Realization Upon Defaulted Loans
214	Servicing and Other Compensation and Payment of Expenses
"	Evidence as to Compliance
215	Certain Matters Regarding the Master Servicer and the Depositor
"	Events of Default; Rights Upon Event of Default
218	Amendment
219	Termination; Optional Termination
"	The Trustee
220	Certain Legal Aspects of the Loans
"	Cooperatives
221	Foreclosure
222	Cooperative Loans
223	Environmental Risks
224	Rights of Redemption
"	Anti-Deficiency Legislation and Other Limitations On Lenders
225	Due-On-Sale Clauses
226	Enforceability of Prepayment and Late Payment Fees
"	Applicability of Usury Laws
"	Home Improvement Finance
228	Servicemembers Civil Relief Act
"	Junior Mortgages and Rights of Senior Mortgagees
"	Other Loan Provisions and Lender Requirements
229	Priority of Additional Advances
"	The Title I Program
232	Consumer Protection Laws
234	Taxation of Debt Securities
237	Interest Weighted Securities
238	Market Discount
"	Premium
239	Taxation of the REMIC and Its Holders
"	REMIC Expenses; Single Class REMICs
240	Taxation of the REMIC
241	Taxation of Holders of Residual Interest Securities
242	Sale or Exchange
"	Excess Inclusions
243	Restrictions on Ownership and Transfer of Residual Interest Securities
245	Administrative Matters
"	Tax Status as a Grantor Trust
246	Discount or Premium on Pass-Through Securities
"	Stripped Securities
248	Miscellaneous Tax Aspects
"	Backup Withholding
"	Proposed Reporting Regulations
249	Tax Treatment of Foreign Investors
"	Tax Characterization of the Trust Fund as a Partnership
252	Tax Consequences to Holders of the Certificates
255	Other Tax Considerations
259	Legal Investment
261	Financial Information
"	Rating
263	Index to Defined Terms

424B5 1st Page of 266 TOC ↑Top Previous Next ↓Bottom Just 1st
 
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED OCTOBER 25, 2004)                    

$1,600,000,000
 (APPROXIMATE)
ENCORE CREDIT RECEIVABLES TRUST 2005-1
ISSUER
 CWABS, INC.
 DEPOSITOR

 [INSERT GRAPHIC]                                           [INSERT GRAPHIC]

ECC CAPITAL CORPORATION                                      ENCORE CREDIT CORP.
  SELLER                                                    ORIGINATOR

 COUNTRYWIDE HOME LOANS SERVICING LP
 MASTER SERVICER
 ASSET-BACKED NOTES, SERIES 2005-1
 PAYMENTS ARE PAYABLE ON THE 25TH DAY OF EACH MONTH, BEGINNING IN MARCH 2005

The following classes of notes are being offered pursuant to this prospectus    
supplement and the accompanying prospectus.                                     

--------------------------------------------------------------------------------
Consider carefully the risk factors beginning on page S-13 in this prospectus   
supplement and on page 5 in the prospectus.                                     

The notes represent obligations of the trust only and do not represent an       
interest in or obligation of CWABS, Inc., ECC Capital Corporation or any of     
their affiliates.                                                               

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

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------
              ORIGINAL NOTE                                                                                      
                PRINCIPAL         NOTE           PRICE TO      UNDERWRITING      PRINCIPAL        PROCEEDS TO    
    CLASS      BALANCE(1)         RATE            PUBLIC         DISCOUNT        PROCEEDS %       DEPOSITOR(3)   
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
    1-A-1      $501,581,000   Variable(2)      100.000000%       0.09567%         99.90433%     $501,101,154     
-----------------------------------------------------------------------------------------------------------------
    1-A-2      $125,395,000   Variable(2)      100.000000%       0.13333%         99.86667%     $125,227,807     
-----------------------------------------------------------------------------------------------------------------
    2-A-1      $381,522,000   Variable(2)      100.000000%       0.08333%         99.91667%     $381,204,065     
-----------------------------------------------------------------------------------------------------------------
    2-A-2      $292,638,000   Variable(2)      100.000000%       0.13333%         99.86667%     $292,247,816     
-----------------------------------------------------------------------------------------------------------------
    2-A-3      $ 25,264,000   Variable(2)      100.000000%       0.16667%         99.83333%     $ 25,221,893     
-----------------------------------------------------------------------------------------------------------------
     M-1       $ 60,000,000   Variable(2)      100.000000%       0.50000%         99.50000%     $ 59,700,000     
-----------------------------------------------------------------------------------------------------------------
     M-2       $ 52,800,000   Variable(2)      100.000000%       0.66667%         99.33333%     $ 52,448,000     
-----------------------------------------------------------------------------------------------------------------
     M-3       $ 33,600,000   Variable(2)      100.000000%       0.83333%         99.16667%     $ 33,320,000     
-----------------------------------------------------------------------------------------------------------------
     M-4       $ 28,000,000   Variable(2)      100.000000%       1.00000%         99.00000%     $ 27,720,000     
-----------------------------------------------------------------------------------------------------------------
     M-5       $ 28,000,000   Variable(2)      100.000000%       1.25000%         98.75000%     $ 27,650,000     
-----------------------------------------------------------------------------------------------------------------
     M-6       $ 22,400,000   Variable(2)      100.000000%       1.33333%         98.66667%     $ 22,101,333     
-----------------------------------------------------------------------------------------------------------------
     M-7       $ 19,200,000   Variable(2)      100.000000%       1.41667%         98.58333%     $ 18,928,000     
-----------------------------------------------------------------------------------------------------------------
     M-8       $ 13,600,000   Variable(2)      100.000000%       1.50000%         98.50000%     $ 13,396,000     
-----------------------------------------------------------------------------------------------------------------
      B        $ 16,000,000   Variable(2)          (4)              (4)              (4)              (4)        
-----------------------------------------------------------------------------------------------------------------

(1)  This amount is subject to a permitted variance in the aggregate of plus or 
minus 10%.                                                            
(2)  The note rates on the notes may adjust monthly, will be subject to increase
    after the optional termination date, and will be subject to a maximum note
rate and an available funds rate, in each case as described in this   
     prospectus supplement under "DESCRIPTION OF THE NOTES-- PAYMENTS-- PAYMENTS
OF INTEREST."                                                         
(3)  Before deducting expenses estimated to be $625,700.                        
(4)  The Class B Notes will be offered by Countrywide Securities Corporation    
from time to time at negotiated prices or otherwise at varying prices.
    Proceeds to the Depositor for the Class B Notes will be $15,180,427 before
deducting a portion of the expenses set forth in footnote 3 above.    

THE NOTES                                                                       

o    The notes are secured by a pool of fixed and adjustable rate, subprime     
  mortgage loans secured by first liens on one- to four-family residential
properties, as described in this prospectus supplement.               

o    The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
 M-7, Class M-8 and Class B Notes (sometimes collectively referred to as
     "SUBORDINATED NOTES") are subordinated to the other classes of notes (which
    other classes of notes are sometimes called "SENIOR NOTES"). Subordination
  provides a form of credit enhancement for the senior notes. In addition,
     among the subordinated notes, notes with lower priority are subordinated to
  classes with higher priority as described in this prospectus supplement.

OPTIONAL TERMINATION                                                            

o    The majority holder of the Owner Trust Certificate has the option to       
    purchase the assets of the trust on any payment date on or after the first
   payment date on which the principal balance of the mortgage loans and any
related foreclosed real estate owned by the trust as of such date has 
declined to or below 10% of the aggregate principal balance as of the 
  initial cut-off date of the mortgage loans delivered to the trust on the
  closing date plus the amount deposited in the pre-funding account on the
closing date.                                                         

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

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE 
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.        

COUNTRYWIDE SECURITIES CORPORATION                           WACHOVIA SECURITIES
Co-Lead Managers
March 15, 2005

424B5 2nd Page of 266 TOC 1st Previous Next ↓Bottom Just 2nd
 TABLE OF CONTENTS

 PROSPECTUS SUPPLEMENT

Summary....................................................................S-3  
RISK FACTORS..............................................................S-13  
THE MORTGAGE POOL.........................................................S-32  
THE ORIGINATOR............................................................S-40  
DESCRIPTION OF THE NOTES..................................................S-46  
The Interest Rate Swap Agreement..........................................S-76  
The Issuer................................................................S-80  
THE OWNER TRUSTEE.........................................................S-80  
THE INDENTURE TRUSTEE.....................................................S-80  
The Master Servicer.......................................................S-81  
THE seller and servicer...................................................S-81  
The Subservicer...........................................................S-82  
the SERVICING Agreements..................................................S-84  
The Indenture.............................................................S-87  
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS.............................S-89  
USE OF PROCEEDS..........................................................S-113  
MATERIAL FEDERAL INCOME TAX CONSEQUENCES.................................S-113  
OTHER TAXES..............................................................S-114  
ERISA CONSIDERATIONS.....................................................S-114  
METHOD OF DISTRIBUTION...................................................S-116  
LEGAL MATTERS............................................................S-118  
RATINGS..................................................................S-118  
ANNEX A....................................................................A-1  
ANNEX B....................................................................B-1  
INDEX OF DEFINED TERMS.....................................................I-1  

PROSPECTUS

Important Notice About Information in This Prospectus and Accompanying          
Prospectus Supplement........................................................4  
Risk Factors.................................................................5  
The Trust Fund..............................................................16  
Use of Proceeds.............................................................22  
The Depositor...............................................................22  
Loan Program................................................................22  
Description of the Securities...............................................25  
Credit Enhancement..........................................................41  
Yield and Prepayment Considerations.........................................46  
The Agreements..............................................................49  
Certain Legal Aspects of the Loans..........................................63  
Material Federal Income Tax Consequences....................................77  
Other Tax Considerations....................................................98  
ERISA Considerations........................................................99  
Legal Investment...........................................................102  
Method of Distribution.....................................................103  
Legal Matters..............................................................104  
Financial Information......................................................104  
Rating.....................................................................104  
Index of Defined Terms.....................................................106  

S-2 

424B5 3rd Page of 266 TOC 1st Previous Next ↓Bottom Just 3rd
 SUMMARY

  THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES
NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER WHEN MAKING YOUR   
INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF THE NOTES,
READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING PROSPECTUS CAREFULLY.            

THE NOTES                                                                       

On the closing date, pursuant to an indenture between the issuer and The Bank of
New York as indenture trustee, the trust will issue the Asset-Backed Notes,     
Series 2005-1. The Notes will be secured by the assets of the trust.            

The assets of the trust consist primarily of a pool of fixed and adjustable     
rate, subprime mortgage loans that are secured by first liens on one- to        
four-family residential properties and certain other property and assets        
described in this prospectus supplement.                                        

The notes will represent non-recourse obligations of the issuer, and the        
property comprising the trust will be the sole source of payments on the notes. 

The beneficial ownership interest in the trust will be represented by the owner 
trust certificates, which are not offered by this prospectus supplement.        

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

ISSUER                                                                          

Encore Credit Receivables Trust 2005-1, a Delaware statutory trust to be formed 
on or before the closing date by the depositor pursuant to a trust agreement    
between the Depositor and the owner trustee, as amended and restated by the     
amended and restated trust agreement, dated as of March 18, 2005, among the     
depositor, the owner trustee and the certificate registrar and certificate      
paying agent. The principal office of the issuer is located c/o Wilmington Trust
Company, 1100 North Market Street, Wilmington, Delaware 19890-0001.             

SEE "THE ISSUER--GENERAL" HEREIN.                                               

DEPOSITOR                                                                       

CWABS, Inc., is a Delaware corporation and a limited purpose finance subsidiary 
of Countrywide Financial Corporation, a Delaware corporation.                   

SEE "THE DEPOSITOR" IN THE PROSPECTUS.                                          

SELLER                                                                          

ECC Capital Corporation.                                                        

SEE "SELLER" IN THIS PROSPECTUS SUPPLEMENT.                                     

MASTER SERVICER                                                                 

Countrywide Home Loan Servicing LP.                                             

SEE "THE MASTER SERVICER" IN THIS PROSPECTUS SUPPLEMENT.                        

SERVICER                                                                        

ECC Capital Corporation.                                                        

SEE "THE SERVICER" IN THIS PROSPECTUS SUPPLEMENT.                               

SUBSERVICER                                                                     

Option One Mortgage Corporation.                                                

SEE "THE SUBSERVICER" IN THIS PROSPECTUS SUPPLEMENT.                            

INDENTURE TRUSTEE                                                               

The Bank of New York, a New York banking corporation.                           

S-3 

424B5 4th Page of 266 TOC 1st Previous Next ↓Bottom Just 4th
SEE "DESCRIPTION OF THE NOTES--THE INDENTURE TRUSTEE" IN THIS PROSPECTUS        
SUPPLEMENT.                                                                     

ORIGINATOR                                                                      

Encore Credit Corp.                                                             

SEE "THE ORIGINATOR" IN THIS PROSPECTUS SUPPLEMENT.                             

OWNER TRUSTEE                                                                   

Wilmington Trust Company, a Delaware banking corporation.                       

SEE "DESCRIPTION OF THE NOTES -- THE OWNER TRUSTEE" IN THIS PROSPECTUS          
SUPPLEMENT.                                                                     

INDENTURE                                                                       

The trust will issue the notes pursuant to an indenture between the issuer and  
the indenture trustee.                                                          

CUT-OFF DATE                                                                    

For any initial mortgage loan, the later of February 1, 2005 and the origination
date of such mortgage loan. For any subsequent mortgage loan, the later of the  
first day of the month of the transfer and the date of origination of such      
subsequent mortgage loan. When used in this prospectus supplement with respect  
to any mortgage loan, the phrase "cut-off date" means the related cut-off date  
for that mortgage loan.                                                         

DUE PERIOD                                                                      

The second day of the month preceding a payment date through the first day of   
the month in which such payment date occurs.                                    

CLOSING DATE                                                                    

On or about March 18, 2005.                                                     

FUNDING PERIOD                                                                  

On the closing date, not more than $400,000,000 will be deposited in a          
pre-funding account. The amount on deposit in the pre-funding account will be   
reduced by the amount thereof used to purchase subsequent mortgage loans during 
the period from the closing date up to and including May 31, 2005. The trust    
will purchase up to approximately $189,075,875 in conforming balance loans for  
loan group 1 and up to approximately $210,924,125 in non-conforming balance     
loans for loan group 2 from amounts held in the pre-funding account. Any amounts
remaining in the pre-funding account after May 31, 2005 will be paid on the next
payment date to the holders of the senior notes.                                

SEE "THE MORTGAGE POOL -- PRE-FUNDING" IN THIS PROSPECTUS SUPPLEMENT.           

STATISTICAL CALCULATION INFORMATION                                             

The statistical information presented in this prospectus supplement concerning  
the mortgage loans relates to a statistical calculation pool, which is smaller  
than the final mortgage pool is expected to be. Some amortization of the        
mortgage loans will occur. Certain mortgage loans in the statistical calculation
pool may prepay in full or may be determined not to meet the eligibility        
requirements for the final mortgage pool and as a result may not be included in 
the mortgage pool, and additional mortgage loans may be included in the final   
mortgage pool on the closing date.                                              

The mortgage loans will be divided into two separate groups. Each such group of 
mortgage loans is referred to as a "loan group." Loan group 1 will consist of   
fixed and adjustable rate mortgage loans with principal balances at origination 
not in excess of Fannie Mae's or Freddie Mac's conforming loan balance limits.  
Loan group 2 will consist of fixed and adjustable rate mortgage loans with      
principal balances at origination that may or may not conform to the loan       
balance limits of Fannie Mae and Freddie Mac.                                   

The information presented in this prospectus supplement with respect to the     
statistical calculation pool is, unless otherwise specified, based on the       
scheduled principal balances as of February 1, 2005, which is the statistical   
calculation date. The aggregate principal balance                               

S-4 

424B5 5th Page of 266 TOC 1st Previous Next ↓Bottom Just 5th
of the statistical calculation pool as of the statistical calculation date is   
referred to as the statistical calculation pool principal balance. As of the    
statistical calculation date, the statistical calculation pool principal balance
was approximately $1,198,563,316.                                               

Unless otherwise noted, all statistical percentages in this prospectus          
supplement are measured by the statistical calculation pool principal balance.  

The following tables summarize the characteristics of the statistical           
calculation pool mortgage loans in loan group 1 as of the statistical           
calculation date:                                                               

Number of Mortgage Loans............................................2,846       
Aggregate Principal Balance..................................$566,548,522       
Average Principal Balance........................................$199,068       
Range of Principal Balances............................$46,300 - $590,750       
Aggregate Principal Balance of Adjustable                                       
Rate Mortgage Loans.........................................$475,607,471      
Aggregate Principal Balance of Fixed Rate                                       
Mortgage Loans...............................................$90,941,051      
Range of Mortgage Rates..................................4.890% - 11.990%       
Weighted Average Mortgage Rate.....................................7.235%       
Range of Original Terms (months)................................120 - 360       
Weighted Average Original Term (months)...............................358       
Range of Remaining Terms (months)...............................119 - 360       
Weighted Average Remaining Term (months)..............................358       
Range of Original Loan-to-Value                                                 
Ratios..................................................16.67% - 100.00%      
Weighted Average Original Loan-to-Value Ratio......................79.17%       
Weighted Average Credit Bureau Risk Score.............................621       
Mortgage Loans with Prepayment                                                  
Penalties at Origination..........................................72.15%      
TYPES OF MORTGAGED PROPERTIES                                                   
Single-family detached residences..................................72.86%       
2 family dwellings..................................................9.63%       
Planned unit developments (detached)................................4.82%       
Condominiums........................................................4.32%       
4 family dwellings..................................................2.99%       
Planned unit developments (attached)................................2.48%       
3 family dwellings..................................................2.45%       
High rise condominium...............................................0.41%       
Single-family attached residences...................................0.03%       
First liens.......................................................100.00%       
Owner-occupied.....................................................95.14%       
Located in California..............................................46.84%       
Located in Illinois................................................11.28%       
Located in Florida..................................................7.22%       
Located in New York.................................................6.77%       
CHARACTERISTICS OF ADJUSTABLE RATE MORTGAGE LOANS                               
Range of Gross Margins....................................4.750% - 7.990%       
Weighted Average Gross Margin......................................6.207%       
Range of Months to First Adjustment Date...........................5 - 60       
Weighted Average Months to First Adjustment Date.......................24       
Range of Initial Periodic Rate Caps.......................1.500% - 3.000%       
Weighted Average Initial Periodic Rate Cap.........................2.900%       
Range of Subsequent Periodic                                                    
Rate Caps.................................................1.500% - 2.000%       
Weighted Average Subsequent Periodic                                            
Rate Cap..........................................................1.951%      
Range of Maximum Mortgage Rates.........................11.890% - 18.990%       
Weighted Average Maximum Mortgage Rate............................14.299%       
Range of Minimum Mortgage Rates..........................4.890% - 11.990%       
Weighted Average Minimum Mortgage Rate.............................7.296%       

The following tables summarize the characteristics of the statistical           
calculation pool mortgage loans in loan group 2 as of the statistical           
calculation date:                                                               

Number of Mortgage Loans............................................2,907       
Aggregate Principal Balance..................................$632,014,794       
Average Principal Balance........................................$217,411       
Range of Principal Balances............................$41,600 - $845,000       
Aggregate Principal Balance of Adjustable                                       
Rate Mortgage Loans.........................................$541,376,698      
Aggregate Principal Balance of Fixed                                            
Rate Mortgage Loans..........................................$90,638,096      
Range of Mortgage Rates..................................4.640% - 12.490%       
Weighted Average Mortgage Rate.....................................7.391%       
Range of Original Terms (months)................................120 - 360       
Weighted Average Original Term (months)...............................358       
Range of Remaining Terms (months)................................119 -360       
Weighted Average Remaining Term (months)..............................357       
Range of Original Loan-to-Value                                                 
Ratios..................................................18.29% - 100.00%      
Weighted Average Original Loan-to-Value                                         
Ratio.............................................................79.76%      
Weighted Average Credit Bureau Risk Score.............................619       
Mortgage Loans with Prepayment Penalties                                        
at Origination....................................................68.89%      
TYPES OF MORTGAGED PROPERTIES                                                   
Single-family detached residences..................................73.37%       
Planned unit developments (detached)................................7.97%       
2 family dwellings..................................................6.41%       
Condominiums........................................................4.15%       
Planned Unit Development (attached).................................2.95%       
3 family dwellings..................................................2.14%       
4 family dwellings..................................................2.05%       
High rise Condominiums..............................................0.51%       
Mobile Home.........................................................0.29%       
Single-family attached residences...................................0.15%       
Manufactured........................................................0.02%       
First liens.......................................................100.00%       
Owner-occupied.....................................................94.08%       
Located in California..............................................42.55%       
Located in Illinois.................................................8.67%       
Located in Florida..................................................7.23%       
Located in New York.................................................6.24%       
CHARACTERISTICS OF ADJUSTABLE RATE MORTGAGE LOANS                               
Range of Gross Margins....................................4.125% - 9.040%       
Weighted Average Gross Margin......................................6.253%       
Range of Months to First Adjustment                                             
Date ..............................................................3 - 60       

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Weighted Average Months to First Adjustment                                     
Date..................................................................23      
Range of Initial Periodic Rate Caps.......................1.000% - 3.000%       
Weighted Average Initial Periodic Rate Cap.........................2.926%       
Range of Subsequent Periodic Rate                                               
Caps.....................................................1.000% - 2.000%      
Weighted Average Subsequent Periodic                                            
Rate Cap..........................................................1.964%      
Range of Maximum Mortgage Rates.........................11.640% - 19.490%       
Weighted Average Maximum Mortgage Rate............................14.445%       
Range of Minimum Mortgage Rates..........................4.640% - 11.990%       
Weighted Average Minimum Mortgage Rate.............................7.444%       

SEE "THE MORTGAGE POOL" IN THIS PROSPECTUS SUPPLEMENT.                          

ADJUSTABLE RATE MORTGAGE LOANS                                                  

As described in this prospectus supplement under "THE MORTGAGE POOL" the        
interest rates for the adjustable rate mortgage loans will generally adjust     
semi-annually, subject to certain caps and floors, as described in this         
prospectus supplement.                                                          

Approximately 6.30%, 71.33%, 2.48% and 2.03% of the statistical calculation pool
mortgage loans in loan group 1 are mortgage loans that initially have a fixed   
rate of interest for one, two, three and five years, respectively, following    
their origination, and thereafter have an adjustable rate of interest for the   
remaining life of the loan. Approximately 4.29%, 76.28%, 2.55% and 1.32% of the 
statistical calculation pool mortgage loans in loan group 2 are mortgage loans  
that initially have a fixed rate of interest for one, two, three and five years,
respectively, following their origination, and thereafter have an adjustable    
rate of interest for the remaining life of the loan, each as described under    
"THE MORTGAGE POOL--ADDITIONAL INFORMATION REGARDING THE ADJUSTABLE RATE        
MORTGAGE LOANS" in this prospectus supplement.                                  

SEE "THE MORTGAGE POOL" IN THIS PROSPECTUS SUPPLEMENT.                          

DESCRIPTION OF THE NOTES                                                        

GENERAL                                                               

The issuer will issue the Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2,   
Class 2-A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,  
Class M-7, Class M-8 and Class B Notes, which are offered by this prospectus    
supplement.                                                                     

Generally, the Class 1-A Notes will be paid from the cashflows from the group 1 
mortgage loans, and the Class 2-A Notes will be paid from the cashflows from the
group 2 mortgage loans. The Class M-1, Class M-2, Class M-3, Class M-4, Class   
M-5, Class M-6, Class M-7, Class M-8 and Class B Notes will be paid from the    
cashflows from both loan groups.                                                

The original note principal balances, note rates and last scheduled payment     
dates for the notes are as follows:                                             

ORIGINAL                             LAST 
    NOTE                             SCHEDULED
PRINCIPAL            NOTE            PAYMENT
CLASS           BALANCE(1)          RATE(2)           DATE(3)               
-----           ----------          -------           -------               
1-A-1          $501,581,000        Variable         July 2035               
1-A-2          $125,395,000        Variable         July 2035               
2-A-1          $381,522,000        Variable        April 2027               
2-A-2          $292,638,000        Variable       February 2035             
2-A-3          $ 25,264,000        Variable         July 2035               
M-1           $ 60,000,000        Variable         June 2035              
M-2           $ 52,800,000        Variable         June 2035              
M-3           $ 33,600,000        Variable         May 2035               
M-4           $ 28,000,000        Variable         May 2035               
M-5           $ 28,000,000        Variable        April 2035              
M-6           $ 22,400,000        Variable       February 2035            
M-7           $ 19,200,000        Variable       January 2035             
M-8           $ 13,600,000        Variable       October 2034             
B            $ 16,000,000        Variable         June 2034             

----------                                                                      
(1)  The original note principal balance of the notes will be subject to a      
    permitted variance on the aggregate of plus or minus 10%, depending on the
   amount of mortgage loans actually delivered on the closing date and funds
deposited in the pre-funding account on the closing date.             
(2)  The note rates on the notes will be variable rates that may adjust monthly,
     will be subject to increase after the optional termination date and will be
subject to a maximum rate and an available funds rate, in each case as
 described in this prospectus supplement under "DESCRIPTION OF THE NOTES
--PAYMENTS --PAYMENTS OF INTEREST."                                   
(3)  Each date was determined as described under                                

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"YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS" in this prospectus    
supplement.                                                           

SEE "METHOD OF DISTRIBUTION" IN THIS PROSPECTUS SUPPLEMENT.                     

RECORD DATE                                                                     

The record date for the notes is the business day immediately preceding a       
payment date, and with respect to any notes that are no longer book-entry notes,
the last business day of the month preceding the month of a payment date.       

DENOMINATIONS                                                                   

The notes will be issued in minimum denominations of $20,000 and multiples of   
$1,000 in excess thereof.                                                       

REGISTRATION OF NOTES                                                           

The notes will initially be issued in book-entry form. Persons acquiring        
beneficial ownership interests in the notes may elect to hold their beneficial  
interests through The Depository Trust Company, in the United States, or        
Clearstream, Luxembourg or the Euroclear System, in Europe.                     

SEE "DESCRIPTION OF THE NOTES--BOOK-ENTRY NOTES" IN THIS PROSPECTUS SUPPLEMENT. 

NOTE RATES                                                                      

The note rates for the notes are variable rates that may change from payment    
date to payment date. On any payment date, the note rate for each class of notes
will be a per annum rate equal to the least of:                                 

o    One-Month LIBOR plus the note margin for such class,                       

o    the maximum note rate, and                                                 

o    the available funds rate, calculated as described under "DESCRIPTION OF THE
NOTES--PAYMENTS-- PAYMENTS OF INTEREST" in this prospectus supplement.

SEE "DESCRIPTION OF THE NOTES--PAYMENTS-- PAYMENTS OF INTEREST" AND             
"--CALCULATION OF ONE-MONTH LIBOR" IN THIS PROSPECTUS SUPPLEMENT.               

If on any payment date, the note rate for a class of notes is based on the      
maximum note rate or the available funds rate, the holder of the applicable     
notes will be entitled to receive the amount of current interest that such class
of notes would have been entitled to receive on such payment date had the       
applicable note rate been calculated at a per annum rate equal to One-Month     
LIBOR plus the applicable margin over the amount of current interest that such  
class received on such payment date at the available funds rate or maximum note 
rate, as applicable, for such payment date from remaining excess cash flow (if  
any) to the extent described herein.                                            

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

PAYMENT DATES                                                                   

The indenture trustee will make payments on the 25th day of each calendar month.
If the 25th day of a month is not a business day, then the indenture trustee    
will make payments on the next business day. The first payment date is scheduled
for March 25, 2005.                                                             

INTEREST PAYMENTS                                                               

On each payment date, holders of the notes will be entitled to receive:         

o    the interest that has accrued on the notes at the related note rate during 
    the related accrual period on the note principal balance immediately prior
to the applicable payment date; and                                   

o    any interest due on a prior payment date that was not paid.                

The holders of the notes may receive additional interest payments from payments 
under the cap contract and the interest rate swap agreement as                  

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described below under "THE CAP CONTRACT" and "THE INTEREST RATE SWAP AGREEMENT."

The "accrual period" for the notes will be the period from and including the    
preceding payment date (or from and including the closing date, in the case of  
the first payment date) to and including the day prior to the current payment   
date.                                                                           

The indenture trustee will calculate interest on the notes based on a 360-day   
year and the actual number of days elapsed during the related accrual period.   

There are certain circumstances that could reduce the amount of interest paid to
you.                                                                            

SEE "DESCRIPTION OF THE NOTES--PAYMENTS-- PAYMENTS OF INTEREST" IN THIS         
PROSPECTUS SUPPLEMENT.                                                          

PRINCIPAL PAYMENTS                                                              

On each payment date, noteholders will receive a payment of principal on their  
notes to the extent of principal payments and recoveries on the mortgage loans. 
Monthly principal payments will generally include:                              

o    principal payments on the mortgage loans,                                  

o    on the payment date following the end of the funding period, any money     
remaining in the pre-funding account.                                 

Noteholders should review the priority of payments described under "DESCRIPTION 
OF THE NOTES--PAYMENTS."                                                        

CREDIT ENHANCEMENT                                                              

Credit enhancement is intended to provide limited protection to certain holders 
of notes against shortfalls in payments received on the mortgage loans. This    
transaction employs the following forms of credit enhancement:                  

OVERCOLLATERALIZATION                                                           

When excess interest payments received in respect of the mortgage loans are used
to reduce principal owed on the notes, the aggregate principal balance of the   
mortgage loans is expected to become greater than the principal balance of the  
notes. If this occurs, the notes will be "overcollateralized," and on any       
payment date, the amount of any such overcollateralization will be available to 
absorb losses from liquidated mortgage loans, if such losses are not otherwise  
covered. The required level of overcollateralization may change over time.      

The mortgage loans in the mortgage pool, amounts paid, if any, on the swap      
agreement and amounts paid on the cap contract are expected to generate more    
interest than is needed to pay interest on the notes because the weighted       
average interest rate of the mortgage loans is expected to be higher than (a)   
the weighted average note rate on the notes, plus (b) the trust expense fees.   
Any interest payments received in respect of the mortgage loans in the mortgage 
pool, amounts paid, if any, on the swap agreement and amounts paid on the cap   
contract, in excess of the amount that is needed to pay interest on the notes,  
payments to the swap provider, if any, and the trust expense fees will be used, 
beginning in July 2005, to reduce the total principal balance of the notes,     
creating overcollateralization until a required level of overcollateralization  
has been achieved.                                                              

On or prior to the payment date in June 2005, the amount of                     
overcollateralization and the overcollateralization target will be zero.        
Beginning with the payment date in July 2005, the overcollateralization target  
will be 1.30% of the aggregate principal balance of the mortgage loans as of the
initial cut-off date plus any amounts in the pre-funding account as of the      
closing date. The trust is required to build, maintain or restore               
overcollateralization at certain levels as described herein; however, there can 
be no assurance that excess interest will be sufficient to increase the         
overcollateralization to the target level.                                      

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SEE "DESCRIPTION OF THE NOTES-- OVERCOLLATERALIZATION PROVISIONS" IN THIS       
PROSPECTUS SUPPLEMENT.                                                          

SUBORDINATION                                                                   

The issuance of senior notes and subordinated notes by the issuer is designed to
increase the likelihood that senior noteholders will receive regular payments of
interest and principal. The Class 1-A Notes and Class 2-A Notes constitute the  
"senior notes", the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7 and Class M-8 Notes constitute the "mezzanine notes" and the     
Class B Notes, together with the mezzanine notes, constitute the "subordinated  
notes."                                                                         

The notes that have been designated as senior notes will have a payment priority
over the notes that are designated as subordinated notes. Within the classes of 
subordinated notes, the classes of mezzanine notes with lower numerical class   
designations will have a priority over classes of mezzanine notes with higher   
numerical class designations, and each class of mezzanine notes will have a     
priority over the Class B Notes.                                                

Subordination is designed to provide the holders of notes having a higher       
payment priority with protection against losses realized when the remaining     
unpaid principal balance on a mortgage loan exceeds the amount of proceeds      
recovered upon the liquidation of that mortgage loan. In general, this loss     
protection is accomplished by allocating realized losses among the subordinated 
notes, beginning with the subordinated notes with the lowest payment priority.  

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

CAP CONTRACT                                                                    

Countrywide Home Loans Inc. has entered into an interest rate cap contract with 
Bear Stearns Financial Products Inc. which will be assigned to the trust on the 
closing date. On or prior to the cap contract termination date, amounts paid    
under the cap contract will be included in interest funds for that payment date 
and used to make payments as described in this prospectus supplement.           
Countrywide Home Loans Inc. is an affiliate of the Depositor.                   

SEE "DESCRIPTION OF THE NOTES--CAP CONTRACT" IN THIS PROSPECTUS SUPPLEMENT.     

INTEREST RATE SWAP AGREEMENT                                                    

Countrywide Home Loans Inc., an affiliate of the depositor, will enter into an  
interest rate swap agreement with Bear Stearns Financial Products Inc., the swap
provider. Countrywide Home Loans Inc. will assign to the indenture trustee, for 
the benefit of the noteholders, its rights and obligations under the interest   
rate swap agreement. On each payment date, the indenture trustee will be        
obligated to make fixed payments, and the swap provider will be obligated to    
make floating payments, in each case as set forth in the interest rate swap     
agreement and as described in this prospectus supplement. To the extent that the
fixed payment exceeds the floating payment on any payment date, amounts         
otherwise available to noteholders will be applied to make a net payment to the 
indenture trustee for payment to the swap provider. To the extent that the      
floating payment exceeds the fixed payment on any payment date, the swap        
provider will make a net swap payment to the indenture trustee. Any net swap    
payments payable to the trust will be included in interest funds and used to    
make payments as described in this prospectus supplement. Any net swap payments 
made to the swap provider will reduce the amount of interest and principal      
available for payment to the noteholders.                                       

Upon early termination of the interest rate swap agreement, the indenture       
trustee or the swap provider may be liable to make a termination payment to the 
other party, regardless of which party has caused the termination. The swap     
termination payment will be computed in accordance with the procedures set forth
in the interest rate swap agreement. In the event that the indenture trustee is 
required to make a swap termination payment to the swap provider, the           

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trust will be required to make a payment to the indenture trustee in the same   
amount, which payment will be paid on the related payment date, and on any      
subsequent payment dates until paid in full, prior to any payment to noteholders
from interest funds or principal funds, except for certain swap termination     
payments resulting from an event of default or certain termination events with  
respect to the swap provider as described in this prospectus supplement, for    
which payments by the trust to the indenture trustee will be subordinated to all
payments to noteholders.                                                        

Except as described in the preceding sentence, amounts payable by the trust will
be deducted from available funds before payments to noteholders.                

SEE "THE INTEREST RATE SWAP AGREEMENT" IN THIS PROSPECTUS SUPPLEMENT.           

ADVANCES                                                                        

The servicer will make, or cause the subservicer to make, cash advances with    
respect to delinquent payments of principal and interest on the mortgage loans  
to the extent that the servicer reasonably believes that such cash advances can 
be repaid from future payments on the related mortgage loans. These cash        
advances are only intended to maintain a regular flow of scheduled interest and 
principal payments on the notes and are not intended to guarantee or insure     
against losses. The master servicer will make such advances if the subservicer  
fails to do so.                                                                 

SEE "THE SERVICING AGREEMENTS" IN THIS PROSPECTUS SUPPLEMENT.                   

OPTIONAL TERMINATION                                                            

The majority holder of the owner trust certificate may purchase all of the      
remaining assets of the trust on any payment date on or after the aggregate     
principal balance of the mortgage loans and any foreclosed real estate owned by 
the trust declines to or below 10% of the aggregate principal balance as of the 
initial cut-off date of the mortgage loans delivered to the trust on the closing
date plus the amount deposited in the pre-funding account on the closing date.  
Any such purchase by the majority holder of the owner trust certificate will    
result in the early retirement of the notes. If the majority holder of the owner
trust certificate does not exercise its option to purchase the remaining assets 
of the trust within 30 days of the first possible optional termination date, the
servicer may also purchase all of the remaining assets of the trust, and thereby
effect termination and early retirement of the notes.                           

SEE "DESCRIPTION OF THE NOTES--OPTIONAL TERMINATION" IN THIS PROSPECTUS         
SUPPLEMENT.                                                                     

MATERIAL FEDERAL INCOME TAX CONSEQUENCES                                        

For federal income tax purposes the notes will be characterized as debt to the  
extent they are issued to parties unrelated to the owner of the trust           
certificates. Each noteholder that is unrelated to the owner of the trust       
certificates, by its acceptance of a note, will agree to treat the notes as     
debt.                                                                           

The trust is classified as a taxable mortgage pool. The trust will not, however,
be subject to federal income tax as a corporation as long as the owner trust    
certificates are owned exclusively by a "real estate investment trust" or by a  
"qualified REIT subsidiary." ECC Capital Corporation represents that it         
qualifies as a "real estate investment trust" and that it will own the owner    
trust certificates through ECR Investment Corp., a "qualified REIT subsidiary." 
Moreover, the trust agreement sets forth restrictions on the transferability of 
the owner trust certificates to ensure that it will only be held by a "real     
estate investment trust" or a "qualified REIT subsidiary."                      

SEE "RISK FACTORS -- THE TRUST MAY BE TAXABLE IF ECR INVESTMENT CORP. FAILS TO  
QUALIFY AS A QRS OR ITS PARENT, ECC CAPITAL CORPORATION, FAILS TO QUALIFY AS A  
REIT" IN THIS PROSPECTUS SUPPLEMENT AND "MATERIAL FEDERAL INCOME TAX            
CONSEQUENCES" IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS  
FOR ADDITIONAL INFORMATION CONCERNING THE                                       

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APPLICATION OF FEDERAL INCOME TAX LAWS TO THE NOTES.                            

LEGAL INVESTMENT CONSIDERATIONS                                                 

Upon termination of the funding period the Class 1-A-1, Class 1-A-2, Class      
2-A-1, Class 2-A-2, Class 2-A-3, Class M-1, Class M-2 and Class M-3 Notes will  
be "mortgage related securities" for purposes of the Secondary Mortgage Market  
Enhancement Act of 1984 as long as they are rated in one of the two highest     
rating categories by at least one nationally recognized statistical rating      
organization. The Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and     
Class B Notes will not be rated in one of the two highest rating categories by  
at least one nationally recognized statistical rating organization, and         
therefore, will not be "mortgage related securities" for purposes of the Act.   

SEE "LEGAL INVESTMENT" IN THE PROSPECTUS.                                       

ERISA CONSIDERATIONS                                                            

The notes 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 notes.         

SEE "ERISA CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT AND IN THE PROSPECTUS. 

NOTE RATINGS                                                                    

The classes of notes listed below will not be offered unless they receive the   
respective ratings at least as high as those set forth below from Standard &    
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. and      
Moody's Investors Service, Inc.                                                 

 S&P'S       MOODY'S
CLASS               RATING       RATING                   
-----               ------       ------                   
1-A-1                AAA          Aaa                     
1-A-2                AAA          Aaa                     
2-A-1                AAA          Aaa                     
2-A-2                AAA          Aaa                     
2-A-3                AAA          Aaa                     
M-1                 AA+          Aa1                    
M-2                  AA          Aa2                    
M-3                 AA-          Aa3                    
M-4                  A+           A1                    
M-5                  A            A2                    
M-6                  A-           A3                    
M-7                 BBB+         Baa1                   
M-8                 BBB          Baa2                   
B                  BBB-         Baa3                  

A rating is not a recommendation to buy, sell or hold securities. Any of these  
ratings may be lowered or withdrawn at any time by the applicable rating agency.

SEE "RATINGS" IN THIS PROSPECTUS SUPPLEMENT AND "RISK FACTORS--RATING OF THE    
SECURITIES" AND "RATING" IN THE PROSPECTUS.                                     

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SOME STATEMENTS CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS    
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CONSIST OF FORWARD-LOOKING STATEMENTS
RELATING TO FUTURE ECONOMIC PERFORMANCE OR PROJECTIONS AND OTHER FINANCIAL      
ITEMS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS   
SUCH AS "MAY," "WILL," "SHOULD," "EXPECTS," "BELIEVES," "ANTICIPATES,"          
"ESTIMATES," OR OTHER COMPARABLE WORDS. FORWARD-LOOKING STATEMENTS ARE SUBJECT  
TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO      
DIFFER MATERIALLY FROM THE PROJECTED RESULTS CONTEMPLATED BY THE FORWARD-LOOKING
STATEMENTS. THOSE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL        
ECONOMIC AND BUSINESS CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH    
GOVERNMENTAL REGULATIONS, CUSTOMER PREFERENCES AND VARIOUS OTHER MATTERS, MANY  
OF WHICH ARE BEYOND OUR CONTROL. AMONG THE FACTORS THAT COULD CAUSE ACTUAL      
RESULTS TO DIFFER MATERIALLY ARE THE FACTORS DETAILED IN "RISK FACTORS" IN THIS 
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. BECAUSE OF THESE FACTORS, WE CAUTION  
THAT YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY OF OUR FORWARD-LOOKING          
STATEMENTS. FURTHER, ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE ON
WHICH IT IS MADE. NEW RISKS AND UNCERTAINTIES ARISE FROM TIME TO TIME, AND IT IS
IMPOSSIBLE FOR US TO PREDICT THESE EVENTS OR HOW THEY MAY AFFECT US. EXCEPT AS  
REQUIRED BY LAW, WE HAVE NO DUTY TO, AND DO NOT INTEND TO, UPDATE OR REVISE THE 
FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS SUPPLEMENT AFTER THE DATE OF THIS 
PROSPECTUS SUPPLEMENT.                                                          

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RISK FACTORS

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

                                                                [Download Table]

                                                                    

THE MORTGAGE LOANS WERE                                             
UNDERWRITTEN TO STANDARDS                                           
WHICH DO NOT CONFORM TO THE                                         
STANDARDS OF FANNIE MAE OR                                          
FREDDIE MAC WHICH MAY RESULT                                        
IN LOSSES ON THE MORTGAGE                                           
LOANS.................................The underwriting standards    
                                      pursuant to which the mortgage
                                      loans were originated are     
                                      intended to assess the value  
                                      of the mortgaged property, to 
                                      evaluate the adequacy of the  
                                      property as collateral for the
                                      mortgage loan and the         
                                      likelihood that the mortgage  
                                      loan will be repaid, and      
                                      consider, among other things, 
                                      a mortgagor's credit history, 
                                      repayment ability and debt    
                                      service-to-income ratio, as   
                                      well as the type and use of   
                                      the mortgaged property. The   
                                      originator provides loans     
                                      primarily to borrowers who    
                                      generally would not qualify   
                                      for loans conforming to Fannie
                                      Mae and Freddie Mac           
                                      underwriting guidelines. The  
                                      underwriting standards do not 
                                      prohibit a mortgagor from     
                                      obtaining, at the time of     
                                      origination of the            
                                      originator's first lien       
                                      mortgage loan, additional     
                                      financing which is subordinate
                                      to that first lien mortgage   
                                      loan, which subordinate       
                                      financing would reduce the    
                                      equity the mortgagor would    
                                      otherwise have in the related 
                                      mortgaged property as         
                                      indicated in the originator's 
                                      loan-to-value ratio           
                                      determination for the         
                                      originators' first lien.      

                                      As a result of the            
                                      originator's underwriting     
                                      standards, the mortgage loans 
                                      in the mortgage pool are      
                                      likely to experience rates of 
                                      delinquency, foreclosure and  
                                      bankruptcy that are higher,   
                                      and that may be substantially 
                                      higher, than those experienced
                                      by mortgage loans underwritten
                                      in a more traditional manner. 

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

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                       UNDERWRITING GUIDELINES" IN
                       THIS PROSPECTUS SUPPLEMENT.

THE SELLER'S GROWTH, AND ITS                                                    
NEW STATUS AS A PUBLIC                                                          
COMPANY, MAY ADVERSELY AFFECT                                                   
ITS ABILITY TO EFFECTIVELY                                                      
MANAGE ITS BUSINESS AND COULD                                                   
LEAD TO INCREASED LOSSES ON                                                     
THE MORTGAGE                                                                    
LOANS.................................On February 17, 2005, the                 
                         seller acquired Encore Credit
           Corp. through a
                  reorganization, and on
                        February 18, 2005 the seller
                     closed its initial public
                          offering by selling 57,189,693
                          shares of its common stock and
                     realizing net proceeds of
                       approximately $351,524,000.
                       The seller will elect to be
                   taxed as a "real estate
                        investment trust" or "REIT".
                         The seller expects to need to
                       hire additional experienced
                        personnel and to upgrade and
                 expand its financial,
                      operational and managerial
                         systems and controls in order
                        to meet its growth and other
                       needs as a public REIT. The
                       seller's current management
                          has no experience in operating
                        a REIT. If the management of
                   the seller is unable to
                          successfully operate its newly
                     public company, including
                       operating as a REIT, or the
                        seller is unable to hire and
                         retain qualified employees in
                        sufficient numbers, meet its
                       capital needs or expand its
                    systems effectively as a
                        public company, the seller's
                      business may be negatively
     affected.

THE TRUST MAY BE TAXABLE IF                                                     
ECR INVESTMENT CORP. FAILS TO                                                   
QUALIFY AS A QRS OR ITS                                                         
PARENT, ECC CAPITAL                                                             
CORPORATION FAILS TO QUALIFY                                                    
AS A                                                                            
REIT..................................It is anticipated that the                
                          trust will be characterized as
                        one or more taxable mortgage
                       pools, or TMPs, for federal
                   income tax purposes. In
                          general, a TMP is treated as a
                    separate corporation not
                     includible with any other
                         corporation in a consolidated
                     income tax return, and is
                       subject to corporate income
                    taxation. However, it is
                         anticipated that, for federal
                          income tax purposes, the trust
                    will be treated as being
                 entirely owned by ECR
                   Investment Corp., which
                        represents that it qualifies
                as a "qualified REIT
                          subsidiary" and, consequently,
                          the trust will be treated as a
                          "qualified REIT subsidiary" of
                        the parent of ECR Investment
                      Corp. So long as the trust
                      continues to be treated as
                       being entirely owned by ECR
                     Investment Corp. for such
                       purposes and so long as ECR
                         Investment Corp. continues to
                        qualify as a "qualified REIT
                       subsidiary", and so long as
the 

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                    parent of ECR Investment
              Corp., ECC Capital
                     Corporation, continues to
              qualify as a REIT,
                          classification of the trust as
                         a TMP will not cause it to be
                       subject to corporate income
                        tax. Rather, the consequence
                        of the classification of the
                      trust as a TMP is that the
                      shareholders of the seller
                       will be required to treat a
                         portion of the dividends they
                      receive from the seller as
                       though those dividends were
                    "excess inclusions" with
                          respect to a residual interest
                      in a "real estate mortgage
                          investment conduit," or REMIC,
                         within the meaning of Section
             860D of the Code.

                          In the event that the trust is
                       not treated as being wholly
                      owned by a "qualified REIT
                   subsidiary" or REIT for
                        federal income tax purposes,
                      it would become subject to
                        federal income taxation as a
                        corporation and would not be
                         permitted to be included in a
                          consolidated income tax return
                        of another corporate entity.
                          No transfer of the owner trust
                          certificates will be permitted
                      to an entity that is not a
                          "qualified REIT subsidiary" or
                REIT or treated as a
                          "qualified REIT subsidiary" or
                       REIT for federal income tax
     purposes.

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

THE SERVICER HAS NO SERVICING                                                   
CAPABILITY............................The servicer does not have any            
                  ability to service the
                       mortgage loans, and will be
                        required to have a qualified
                       subservicer in place at all
                         times. Thus, the servicing of
                      the mortgage loans will be
                   dependant solely on the
                          performance of the subservicer
                  under the subservicing
                          agreement between the servicer
                    and the subservicer. The
                         issuer will not be a party to
                  that agreement. If the
                        subservicer fails to perform
                     its obligations under the
                       subservicing agreement, the
                         servicer will be obligated to
               appoint a successor
                         subservicer. We cannot assure
                          you that the servicer would be
                     successful in obtaining a
                       willing, able and qualified
                        subservicer at that time. In
                          addition, if a servicing event
                         of default by the subservicer
                         occurs, then the servicer and
                   the subservicer will be
                     terminated and the master
                        servicer will be required to
                     enter directly into a new
        subservicing

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                agreement with a new
                       subservicer. If a servicing
                   event of default by the
                     servicer occurs, then the
                          master servicer may assume the
                     subservicing agreement in
                     place on the closing date
                        between the servicer and the
                          subservicer. Any disruption in
                         the servicing of the mortgage
                     loans may have an adverse
                effect on the notes.

THE SUBORDINATED NOTES HAVE A                                                   
GREATER RISK OF LOSS THAN                                                       
SENIOR NOTES AND SUBORDINATION                                                  
MAY NOT BE SUFFICIENT TO                                                        
PROTECT SENIOR NOTES FROM                                                       
LOSSES................................When certain classes of notes             
                          provide credit enhancement for
                          other classes of notes this is
                    sometimes referred to as
                "subordination." The
                    subordination feature is
                   intended to enhance the
                  likelihood that senior
                    noteholders will receive
                        regular payments of interest
                          and principal. For purposes of
                       this prospectus supplement,
                         "subordinated classes" means:

                                o   with respect to the senior
                                     notes, the Class M-1, Class
                                    M-2, Class M-3, Class M-4,
                                     Class M-5, Class M-6, Class
                                    M-7, Class M-8 and Class B
                Notes;

                                   o   with respect to the Class M-1
                                          Notes, the Class M-2, Class M-3,
                                          Class M-4, Class M-5, Class M-6,
                                          Class M-7, Class M-8 and Class B
                Notes;

                                   o   with respect to the Class M-2
                                          Notes, the Class M-3, Class M-4,
                                          Class M-5, Class M-6, Class M-7,
                                      Class M-8 and Class B Notes;

                                   o   with respect to the Class M-3
                                          Notes, the Class M-4, Class M-5,
                                             Class M-6, Class M-7, Class M-8 and
                        Class B Notes;

                                   o   with respect to the Class M-4
                                          Notes, the Class M-5, Class M-6,
                                          Class M-7, Class M-8 and Class B
                Notes;

                                   o   with respect to the Class M-5
                                          Notes, the Class M-6, Class M-7,
                                      Class M-8 and Class B Notes;

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                                   o   with respect to the Class M-6
                                             Notes, the Class M-7, Class M-8 and
                        Class B Notes;

                                   o   with respect to the Class M-7
                                        Notes, the Class M-8 Notes and
                            Class B Notes; and

                                   o   with respect to the Class M-8
                                   Notes, the Class B Notes.

                          Credit enhancement in the form
                    of subordination will be
                          provided for the senior notes,
                      first, by the right of the
                          holders of the senior notes to
                       receive certain payments of
                        principal and interest prior
                 to the holders of the
                     subordinated classes and,
                        second, by the allocation of
                  realized losses to the
                      subordinated classes. This
                         form of credit enhancement is
                         provided by using collections
                      on the mortgage loans that
                         might otherwise be payable to
              the holders of the
                       subordinated classes to pay
                          amounts due on the more senior
                      classes. Excess cash flow,
                         collections otherwise payable
                       to the subordinated classes
                          and overcollateralization will
                       comprise the sole source of
                 funds from which such
                          enhancement is provided to the
                         senior notes. Realized losses
                are allocated to the
                         subordinated notes, beginning
                       with the subordinated notes
                   with the lowest payment
                         priority, until the principal
                        balance of that subordinated
                     class has been reduced to
                          zero. This means that realized
                         losses on the mortgage loans,
                        to the extent not covered by
                  excess interest or any
                       overcollateralization, will
                     first be allocated to the
                   Class B Notes until the
                          principal balance of the Class
                       B Notes has been reduced to
                     zero. Subsequent realized
                       losses will be allocated to
                         the next most junior class of
                         subordinated notes, until the
                     principal balance of that
                       class of subordinated notes
                     has been reduced to zero.
                         Accordingly, if the aggregate
                    principal balance of the
                        subordinated classes were to
               be reduced to zero,
                         delinquencies and defaults on
                    the mortgage loans would
                      reduce the amount of funds
                          available for monthly payments
                    to holders of the senior
  notes.

                         You should fully consider the
                   risks of investing in a
                        subordinated note, including
                     the risk that you may not
                      fully recover your initial
                     investment as a result of
                         realized losses. In addition,
                     investors in senior notes
                         should consider the risk that
the 

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                             subordination of the subordinated
                            classes may not be sufficient to
                         protect the senior notes from
   losses.

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

EXCESS INTEREST FROM THE                                                        
MORTGAGE LOANS MAY NOT PROVIDE                                                  
ADEQUATE CREDIT                                                                 
ENHANCEMENT...........................The monthly interest funds are            
                  expected to exceed the
                  interest needed to pay
                         interest on the notes because
                         the weighted average interest
                         rate on the mortgage loans is
                          expected to be higher than the
                         weighted average note rate on
                          the notes plus trust expenses.
                          If the mortgage loans generate
                        more interest than is needed
                        to pay interest on the notes
                      and expenses, such "excess
                          interest" will be used to make
                         additional principal payments
                    on the notes. The use of
                   excess interest to make
                         additional principal payments
                          on notes will reduce the total
                     principal balance of such
                     notes below the aggregate
                    principal balance of the
                   mortgage loans, thereby
    creating
                    "overcollateralization."
                    Overcollateralization is
                       intended to provide limited
                        protection to noteholders by
                         absorbing the notes' share of
                  losses from liquidated
                       mortgage loans. However, we
                         cannot assure you that enough
                   excess interest will be
                     generated on the mortgage
                         loans in the mortgage pool to
                     establish or maintain the
             targeted level of
                  overcollateralization.

                         The excess interest available
                       on any payment date will be
                         affected by the actual amount
                 of interest received,
                     collected or recovered in
                         respect of the mortgage loans
                       during the preceding month.
                          Such amount will be influenced
                         by delinquencies and defaults
                     under the mortgage loans,
                   changes in the weighted
                         average of the mortgage rates
                          resulting from prepayments and
                        liquidations of the mortgage
                 loans as well as from
                       adjustments of the mortgage
                    rates on adjustable rate
                       mortgage loans. Because the
                       index used to determine the
                 mortgage rates on the
                          adjustable rate mortgage loans
                       is different from the index
                      used to determine the note
                          rates on the notes and because
                       the fixed rate loans do not
                       adjust, it is possible that
                        the note rate on one or more
                       classes of the notes may be
                          higher than the interest rates
                          on the mortgage loans. In that
                         event, it may be necessary to
                         apply all or a portion of the
                        available excess interest to
                     make required payments of
       interest on

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                          the notes. As a result, excess
                               interest may be unavailable for any
          other purpose.

                         If the protection afforded by
                    overcollateralization is
                          insufficient, then the holders
                         of the notes could experience
                       a loss on their investment.

THE INTEREST RATE SWAP                                                          
AGREEMENT AND THE SWAP                                                          
PROVIDER..............................Any amounts payable to the                
                         indenture trustee by the swap
                       provider under the interest
                       rate swap agreement will be
                          available as described in this
                        prospectus supplement to pay
                       certain net rate carryover,
                  interest carry forward
             amounts, to build
                     overcollateralization and
                          cover certain realized losses.
                        However, no net amounts will
                  be payable by the swap
                        provider unless the floating
                   amount owed by the swap
                      provider on a payment date
                         exceeds the fixed amount owed
                        to the swap provider on such
                       payment date. This will not
                        occur except in periods when
                          one-month LIBOR (as determined
                         pursuant to the interest rate
                   swap agreement) exceeds
                    approximately 4.374% per
                      annum. No assurance can be
                         made that any amounts will be
                       received under the interest
                        rate swap agreement, or that
                     any such amounts that are
                          received will be sufficient to
                          maintain the targeted level of
                       overcollateralization or to
                        cover net rate carryover and
                          interest carry forward amount.
                          Moreover, any net swap payment
                        payable by the Issuer to the
                         swap provider under the terms
                     of the interest rate swap
                         agreement will reduce amounts
                    available for payment to
                       noteholders, and may reduce
                        the note rates of the notes.
                         If the rate of prepayments on
                 the mortgage loans is
                     substantially faster than
                          anticipated, the proportion of
                         interest collections on those
                       mortgage loans that must be
                    applied to make net swap
                         payments to the swap provider
                  will be increased. The
                          combination of a rapid rate of
                         prepayment and low prevailing
                          interest rates could adversely
                    affect the yields on the
                   notes. In addition, any
                          termination payment payable to
                          the swap provider in the event
                       of early termination of the
                        interest rate swap agreement
               (other than certain
                          termination payments resulting
                       from an event of default or
                      certain termination events
                    with respect to the swap
                          provider, as described in this
                       prospectus supplement) will
                        reduce amounts available for
                   payment to noteholders.

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                         Upon early termination of the
                         interest rate swap agreement,
                        the indenture trustee or the
                          swap provider may be liable to
                   make a swap termination
                      payment to the other party
                      (regardless of which party
                        caused the termination). The
                         swap termination payment will
                          be computed in accordance with
                       the procedures set forth in
                  the interest rate swap
                        agreement. In the event that
                    the indenture trustee is
                        required under the indenture
                      to make a swap termination
                         payment to the swap provider,
                         the trust will be required to
                 make a payment to the
                         indenture trustee in the same
                         amount, which payment will be
                       paid on the related payment
                       date, and on any subsequent
                       payment dates until paid in
                      full, prior to payments to
                   noteholders (other than
                    certain swap termination
                      payments resulting from an
                       event of default or certain
                   termination events with
                        respect to the swap provider
                as described in this
                        prospectus supplement, which
                          swap termination payments will
                  be subordinated to all
                     payments to noteholders).
                        These events could result in
                       losses on the notes. Due to
               the priority of the
                         applications of the available
                         funds, the Subordinated Notes
                        will bear the effects of any
                       shortfalls resulting from a
                    net swap payment or swap
                      termination payment by the
                         trust before such effects are
                         borne by the Senior Notes and
                  one or more classes of
                         Subordinated Notes may suffer
                      a loss as a result of such
                          payment. Investors should note
                       that the level of one-month
                         LIBOR as of March 15, 2005 is
                         approximately 2.83% per annum
                      which means the trust will
                         make net swap payments to the
                         indenture trustee for payment
                       to the swap provider unless
                     and until one-month LIBOR
                       equals approximately 4.374%
      per annum.

                  Amounts payable to the
                         indenture trustee by the swap
                       provider under the interest
                       rate swap agreement will be
                          used to cover certain net rate
                     carryover, interest carry
                    forward amounts, certain
                        realized losses and to build
      or restore
                    overcollateralization as
                        described in this prospectus
                       supplement. However, if the
                         swap provider defaults on its
                          obligations under the interest
                     rate swap agreement, then
                     there may be insufficient
                        funds to cover such amounts,
                         and the amount of net monthly
                  excess cashflow may be
                       reduced. To the extent that
                        payments on the notes depend
                     in part on payments to be
           received by the

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                       indenture trustee under the
                             interest rate swap agreement, the
                               ability of the indenture trustee to
                            make such payments on such notes
                              will be subject to the credit risk
                       of the swap provider to the
                         interest rate swap agreement.

RISK REGARDING MORTGAGE                                                         
RATES.................................The note rate on each class of            
                        notes may adjust monthly and
                 is generally based on
                         one-month LIBOR. The mortgage
                        rates on the adjustable rate
                    mortgage loans generally
                         adjust semi-annually based on
                     six-month LIBOR, which is
                     referred to as a mortgage
                       index, and are subject to a
                  maximum mortgage rate.
                    However, with respect to
                        approximately 6.30%, 71.33%,
                         2.48% and 2.03%, by principal
                       balance, of the statistical
                     calculation pool mortgage
                      loans in loan group 1 have
                   interest rates that are
                        initially fixed for a period
                      of one, two, three or five
                      years, respectively, after
                         origination before they begin
                          to adjust, and with respect to
                       approximately 4.29%, 76.28%
                         2.55% and 1.32%, by principal
                       balance, of the statistical
                     calculation pool mortgage
                      loans in loan group 2 have
                   interest rates that are
                        initially fixed for a period
                       of one, two, three and five
                      years, respectively, after
                         origination before they begin
                          to adjust, and with respect to
                    approximately 16.05% and
                         14.34%, by principal balance,
                          of the statistical calculation
                       pool mortgage loans in loan
                     group 1 and loan group 2,
                     respectively, the related
                        interest rates are fixed for
                     the term of such mortgage
                      loan. Because the mortgage
                          index may respond to different
                       economic and market factors
                    than one-month LIBOR and
                         because in some instances the
                       interest rate on a mortgage
                      loan is fixed either for a
                          period of time or for the life
                        of that mortgage loan, there
                is not necessarily a
                   correlation between the
                  interest rates on such
                       mortgage loans and the note
                   rates of the notes. For
                        example, it is possible that
                         the interest rates on certain
                  of the adjustable rate
                      mortgage loans may decline
                       while the note rates on the
                          notes are stable or rising. In
                    addition, although it is
                  possible that both the
                 mortgage rates on the
                          adjustable rate mortgage loans
                         and note rates may decline or
                    increase during the same
                  period, because of the
                       difference between interest
                       rate adjustment periods and
                         note rate adjustment periods,
                 mortgage rates on the
                          adjustable rate mortgage loans
                        may decline or increase more
                       slowly than the note rates.

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                         This absence of a correlation
                   between movement in the
                       mortgage rates and the note
                         rates may reduce the interest
                        payable on the notes because
                          of the imposition of a maximum
                      note rate and an available
                    funds rate. In addition,
                         prepayments of mortgage loans
                  with relatively higher
                          mortgage rates may also reduce
                        the available funds rate and
                        consequently reduce the note
                        rate for one or more classes
                         of notes. It is intended that
                 the amount by which a
                         noteholder's interest payment
                         has been reduced by operation
                       of the available funds rate
                   will be paid first from
                      payments, if any, received
                       under the interest rate cap
                      contract described in this
                      prospectus supplement, and
                        second from available excess
                 cash flow (if any) as
                        described in this prospectus
                          supplement. However, we cannot
                      assure you that such funds
                 will be available, or
                        sufficient, to make any such
     payments.

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 8.25%, 0.52% and            
                    0.26% of the statistical
                         calculation mortgage loans in
                      loan group 1 (by aggregate
                         outstanding principal balance
                         of the related mortgage loans
                 as of the statistical
                          calculation date) have initial
                         interest only periods of two,
                 three and five years,
                       respectively. Approximately
                          0.34%, 12.81%, 0.52% and 1.10%
                          of the statistical calculation
                          mortgage loans in loan group 2
                     (by aggregate outstanding
                    principal balance of the
                        related mortgage loans as of
                       the statistical calculation
                       date) have initial interest
                     only periods of one, two,
                 three and five years,
                   respectively, after the
                       origination thereof. 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 notes 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,
              to provide for the
                        amortization of the mortgage
          loans by their

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                              maturity dates. This 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 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 notes.

                          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.

CASH FLOW CONSIDERATIONS AND                                                    
RISKS COULD CAUSE PAYMENT                                                       
DELAYS AND                                                                      
LOSSES................................There could be substantial                
                        delays in the liquidation of
                        defaulted mortgage loans and
                        corresponding delays in your
                         receiving your portion of the
                      proceeds of a liquidation.
                       These delays could continue
              for several years.
                     Furthermore, an action to
                        obtain a deficiency judgment
                        is regulated by statutes and
                        rules, and the availability,
                       and amount, of a deficiency
                      judgment may be limited by
                          law. In the event of a default
                by a borrower, these
                       restrictions may impede the
                          ability of the master servicer
                          to foreclose on or to sell the
                    mortgaged property or to
                         obtain a deficiency judgment.
                    In addition, liquidation
                       expenses (such as legal and
                       appraisal fees, real estate
                     taxes and maintenance and
                       preservation expenses) will
                         reduce the amount of security
                          for the mortgage loans and, in
                     turn, reduce the proceeds
                   payable to noteholders.

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              In the event that:

                                      o   the mortgaged properties fail to
                                           provide adequate security for the
                                 related mortgage loans,

                                       o   overcollateralization (if any) is
                                           insufficient to cover shortfalls,
             and

                                  o   the subordination of certain
                                           classes are insufficient to cover
                          such shortfalls,

                              you could lose all or a portion of
                             the money you paid for the notes.

YIELD AND REINVESTMENT COULD BE                                                 
ADVERSELY AFFECTED BY                                                           
UNPREDICTABILITY OF                                                             
PREPAYMENTS...........................No one can accurately predict the         
                               level of prepayments that the trust
                        will experience. The trust's
                        prepayment experience may be
                     affected by many factors,
                          including, without limitation:

                                  o   general economic conditions;

                                      o   the level of prevailing interest
                rates;

                                        o   the provision in a majority of the
                                             adjustable rate mortgage loans that
                                       fixes the mortgage rate for a
                                          substantial period of time after
                                             origination before it is subject to
                     adjustment;

                                     o   the availability of alternative
                    financing;

                                     o   the applicability of prepayment
                      charges; and

                         o   homeowner mobility.

                             In addition, substantially all of
                      the mortgage loans contain
                           due-on-sale provisions, and the
                              master servicer intends to enforce
                              those provisions unless the master
                        servicer is not permitted by
                           applicable law to do so, or the
                        master servicer, in a manner
                      consistent with reasonable
                            commercial practice, permits the
                               purchaser of the mortgaged property
                             in question to assume the related
          mortgage loan.

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                       SEE "THE MORTGAGE POOL" AND
                  "YIELD, PREPAYMENT AND
                       MATURITY CONSIDERATIONS" IN
                          THIS PROSPECTUS SUPPLEMENT AND
                         "CERTAIN LEGAL ASPECTS OF THE
                          LOANS--DUE-ON-SALE CLAUSES" IN
                THE PROSPECTUS FOR A
                  DESCRIPTION OF CERTAIN
                      PROVISIONS OF THE MORTGAGE
                     LOANS THAT MAY AFFECT THE
                        PREPAYMENT EXPERIENCE ON THE
           MORTGAGE LOANS.

                         The weighted average lives of
                         the Class 1-A Notes and Class
                         2-A notes, respectively, will
                        be sensitive to the rate and
                        timing of principal payments
                      (including prepayments and
                        liquidation proceeds) on the
                          mortgage loans in loan group 1
             and loan group 2,
                   respectively, which may
                        fluctuate significantly from
                      time to time. The weighted
                average lives of the
                     subordinate notes will be
                     sensitive to the rate and
                        timing of principal payments
                      (including prepayments and
                        liquidation proceeds) on the
                       mortgage loans in both loan
                       groups, which may fluctuate
              from time to time.

                         The weighted average lives of
                  the notes will also be
                      affected by any prepayment
                         resulting from the payment of
                          amounts (if any) on deposit in
                         the pre-funding account after
                          the end of the funding period.

                      In addition, a substantial
                          majority of the mortgage loans
                   in each loan group will
                    require the payment of a
                prepayment charge in
                   connection with certain
                     prepayments made during a
                         certain period (generally not
                  exceeding three years)
                        following origination of the
                      related mortgage loan. The
                  prepayment charges, if
                  enforced by the master
                         servicer, may affect the rate
                          of prepayments on the mortgage
  loans.

                 You should note that:

                                     o   generally, if you purchase your
                                           notes at a discount and principal
                                         is repaid on the mortgage loans
                                          slower than you anticipate, then
                                          your yield may be lower than you
                     anticipate;

                                     o   generally, if you purchase your
                                             notes at a premium and principal is
                                             repaid on the mortgage loans faster
                  than you

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                                     anticipate, then your yield
                               may be lower than you
                     anticipate;

                                       o   your yield will also be sensitive
             to:

                                            (1)  the levels of one-month LIBOR
                                        and six-month LIBOR,

                                          (2)  the timing of adjustment of
                                                 the note rate on your note as
                                               it relates to the timing of
                                              adjustment of the interest
                                                rates on the adjustable rate
                                   mortgage loans,

                                        (3)  the level of the mortgage
                                         index relating to the
                                            adjustable rate mortgage
                          loans,

                                             (4)  the extent to which the issuer
                                                is required to make net swap
                                                  payments or a swap termination
                                payment, and

                                            (5)  other limitations on the note
                                         rate of such note, as
                                             described further in this
                                          prospectus supplement;

                               o   you bear the reinvestment
                                       risks resulting from a faster
                                     or slower rate of principal
                                     payments than you expected.

                      SEE "YIELD, PREPAYMENT AND
                       MATURITY CONSIDERATIONS" IN
                       THIS PROSPECTUS SUPPLEMENT.

POSSIBLE PREPAYMENT DUE TO                                                      
INABILITY TO ACQUIRE                                                            
SUBSEQUENT MORTGAGE                                                             
LOANS.................................The ability of the issuer to              
                       acquire subsequent mortgage
                      loans for inclusion in the
                        trust depends on the ability
                          of the originator to originate
                     or acquire mortgage loans
                          during the funding period that
                         meet the eligibility criteria
                         for subsequent mortgage loans
                    as described herein. The
                        ability of the originator to
                     originate or acquire such
                       loans will be affected by a
                       number of factors including
                      prevailing interest rates,
                          employment levels, the rate of
                  inflation and economic
                 conditions generally.

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                         If the full amount on deposit
                      in the pre-funding account
                        cannot be used by the end of
                       the funding period for that
                         purpose, the amount remaining
                         on deposit in the pre-funding
                          account will be distributed to
                         the holders of the applicable
                        senior notes as a prepayment
                         of principal on the June 2005
                          payment date. We cannot assure
                       you of the magnitude of any
                    amount on deposit in the
                          pre-funding account at the end
                  of the funding period.

PAYMENT TO AND RIGHTS OF                                                        
INVESTORS COULD BE ADVERSELY                                                    
AFFECTED BY THE BANKRUPTCY OR                                                   
INSOLVENCY OF CERTAIN                                                           
PARTIES...............................The transfer by the seller of             
                     the mortgage loans to the
                        depositor will be structured
                     as a sale of the mortgage
                         loans. However, if the seller
                         becomes bankrupt, the trustee
                       in bankruptcy of the seller
                       may argue that the mortgage
                        loans were not sold but were
                         only pledged to secure a loan
                  to the seller. If that
                       argument is made, you could
                          experience delays or reduction
                        in payments on the notes. If
                        that argument is successful,
                        the bankruptcy trustee could
                      elect to sell the mortgage
                        loans and pay down the notes
                       early. Thus, you could lose
                        the right to future payments
                         of interest, and might suffer
                          reinvestment losses in a lower
                      interest rate environment.

                         In addition, if the servicer,
                          subservicer or master servicer
                          becomes bankrupt, a bankruptcy
                        trustee or receiver may have
                    the power to prevent the
                     trustee from appointing a
                          successor master servicer. Any
                       related delays in servicing
                     could result in increased
                          delinquencies or losses on the
           mortgage loans.

GEOGRAPHIC CONCENTRATION OF                                                     
MORTGAGED PROPERTIES IN                                                         
CALIFORNIA INCREASES THE RISK                                                   
THAT NOTE YIELDS COULD BE                                                       
IMPAIRED..............................Approximately 46.84% and                  
                     42.55% of the statistical
                     calculation pool mortgage
                          loans in loan group 1 and loan
                     group 2, respectively, by
                       principal balance as of the
                         statistical calculation date,
                    are secured by mortgaged
                          properties that are located in
                    the State of California.
                         Property in California may be
                       more susceptible than homes
                         located in other parts of the
                       country to certain types of
                        uninsurable hazards, such as
                          earthquakes, floods, mudslides
                        and other natural disasters.
        In addition:

                            o   economic conditions in
                                      California (which may or may
                         not affect real

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                                     property values) may affect
                                     the ability of borrowers to
                                    repay their loans on time;

                                o   declines in the California
                                        residential real estate market
                                  may reduce the values of
                               properties located in
                                        California, which would result
                               in an increase in the
                                   loan-to-value ratios; and

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

YOU MAY HAVE DIFFICULTY                                                         
RESELLING                                                                       
NOTES.................................Each underwriter intends to               
                          make a secondary market in the
                         classes of notes purchased by
                          it, but no underwriter has any
                          obligation to do so. We cannot
                       assure you that a secondary
                         market will develop or, if it
                  develops, that it will
                       continue. Consequently, you
                        may not be able to sell your
                      notes readily or at prices
                   that will enable you to
                       realize your desired yield.
                          The market values of the notes
                    are likely to fluctuate.
               Fluctuations may be
                        significant and could result
                         in significant losses to you.

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

VIOLATIONS OF CONSUMER                                                          
PROTECTION LAWS MAY ADVERSELY                                                   
AFFECT                                                                          
YOU...................................Applicable state laws                     
                       generally regulate interest
                       rates and other charges and
                         require specific disclosures.
                          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.

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

                                   (1)  the federal Truth in
                                   Lending Act and
                                            Regulation Z promulgated
                                      under the Truth in
                                      Lending Act, which
                                      require particular
                                      disclosures to the
                                           borrowers regarding the
                                         terms of the mortgage
                          loans;

                               (2)  the Equal Credit
                                       Opportunity Act and
                                            Regulation B promulgated
                                          under the Equal Credit
                                          Opportunity Act, which
                                            prohibits 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

                                        (3)  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 laws,
                       policies and principles may
                    limit the ability of the
                      servicer to collect all or
                       part of the principal of or
                    interest on the mortgage
                     loans, may be entitle the
                   borrower to a refund of
                        amounts previously paid and,
                          in addition, could subject the
                   issuer, as owner of the
                          mortgage loans, to damages and
                       administrative enforcement.

SERVICING TRANSFER MAY RESULT                                                   
IN INCREASE IN DELINQUENCIES                                                    
AND                                                                             
LOSSES................................The primary servicing with                
                    respect to approximately
                          28.77% of the Initial Mortgage
                          Loans will be transferred from
                          HomeEq to Option One after the
                         closing date. The subservicer
                       expects to assume servicing
                         responsibilities with respect
                         to the initial mortgage loans
                        no later than March 31, 2005
                   and with respect to the
                      subsequent mortgage loans,
                         which it does not service, no
              later than May 31,

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                 2005. Following those
                       transfers of servicing, the
                rate and severity of
                       delinquencies, defaults and
                        losses on the mortgage loans
                          may increase, and may increase
                       significantly, at least for
                     some transition period of
                        time. If that were to happen
                and available credit
                          enhancement is insufficient to
                     cover any loss, you might
                     experience a loss on your
                         note. We cannot assure you as
                          to the severity or duration of
                  any disruptions due to
                   transfers of servicing.

RISK RELATING TO PAYMENT                                                        
PRIORITY OF THE CLASS 1-A                                                       
NOTES.................................With respect to the Class 1-A             
                       Notes, as set forth in this
                       prospectus supplement under
               "Description of the
                          Notes--Payments of Principal,"
                      principal payments will be
                     made either on a pro rata
                    basis or in a sequential
                          manner, based on a trigger. To
                     the extent that principal
                         payments are not allocated on
                          a pro rata basis, the weighted
                        average lives of the classes
                        of Class 1-A Notes receiving
                         principal payments later will
                          be longer than would otherwise
                      be the case if payments of
                          principal were to be allocated
                       on a pro rata basis to such
                          classes of Class 1-A Notes. In
                      addition, as a result of a
                    sequential allocation of
                         principal, the holders of the
                      classes of Class 1-A Notes
                        receiving principal payments
                          later will have a greater risk
                    of losses on the related
                     mortgage loans, adversely
                   affecting the yields to
                         maturity on such notes. Since
                        a Group 1 Sequential Trigger
                         Event may be in effect on one
                         or more Payment Dates but not
                       on other Payment Dates, the
                          priority of principal payments
                     on the various classes of
                      Class 1-A Notes may change
                    from one Payment Date to
                        another. SEE "DESCRIPTION OF
                  THE NOTES--PAYMENTS OF
               PRINCIPAL" FOR MORE
        INFORMATION.

RECENT EVENTS.........................The economic impact of the                
                   United States' military
               operations in Iraq,
                         Afghanistan and certain other
                          parts of the world, as well as
                  the possibility of any
              terrorist attacks,
                       domestically and abroad, is
                       uncertain, but could have a
                      material effect on general
                         economic conditions, consumer
                  confidence, and market
                          liquidity. No assurance can be
                     given as to the effect of
                       these events on the rate of
                       delinquencies and losses on
                  the mortgage loans and
                    servicing decisions with
                        respect thereto. Any adverse
                        impact on the mortgage loans
                       or servicing as a result of
 these

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                        events would be borne by the
                 holders of the notes.

                    These continued military
                        operations also increase the
                       likelihood of shortfalls in
                          interest collections under the
                       Servicemembers Civil Relief
                         Act. The Servicemembers Civil
                         Relief Act provides relief to
                      borrowers who enter active
                   military service and to
                       borrowers in reserve status
                         who are called to active duty
                          after the origination of their
              mortgage loan. The
                       Servicemembers Civil Relief
                       Act provides generally that
                      these borrowers may not be
                          charged interest on a mortgage
                          loan in excess of 6% per annum
                    during the period of the
                         borrower's active duty. These
                          shortfalls are not required to
                          be paid by the borrower at any
                    future time, will not be
                  advanced by the master
                        servicer or the servicer and
                     will reduce the amount of
                        interest funds available for
                       payment to the notes in the
                        order and priority described
                          under the heading "Description
                    of the Notes--Payments--
                     Payments of Interest." In
                        addition, the Servicemembers
                    Civil Relief Act imposes
                         limitations that would impair
                     the ability of the master
                       servicer or the servicer to
                         foreclose on an affected loan
                        during the borrower's period
                       of active duty status, and,
                     under some circumstances,
                       during an additional period
       thereafter.

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 THE MORTGAGE POOL

GENERAL                                                                         

  Set forth below and in Annex A hereto is certain statistical information
based on scheduled principal balances as of February 1, 2005 which is the       
"STATISTICAL CALCULATION DATE" concerning a pool of mortgage loans that CWABS,  
Inc. believes is representative of the mortgage loans to be included in the     
Trust (such pool, the "STATISTICAL CALCULATION POOL" and such mortgage loans,   
the "STATISTICAL CALCULATION POOL MORTGAGE LOANS"). A detailed description (the 
"DETAILED DESCRIPTION") of the pool of conventional, subprime mortgage loans    
(the "INITIAL MORTGAGE LOANS") included in the Trust at the Closing Date (such  
pool, the "INITIAL MORTGAGE POOL") will be available to purchasers of the Notes 
at or before, and will be filed on Form 8-K with the Securities and Exchange    
Commission within fifteen days after, delivery of the Notes. The Detailed       
Description will specify the aggregate Stated Principal Balance of the Initial  
Mortgage Loans included in the Initial Mortgage Pool as of the Cut-off Date     
(such aggregate Stated Principal Balance, the "INITIAL CUT-OFF DATE POOL        
PRINCIPAL BALANCE"). The "INITIAL CUT-OFF DATE" for any Initial Mortgage Loan   
will be the later of February 1, 2005 and the origination date for such Initial 
Mortgage Loan.                                                                  

The Detailed Description will also include, among other things, the   
following information regarding the Initial Mortgage Loans:                     

(1)  the Mortgage Rate borne by each Initial Mortgage Loan as of the  
Initial Cut-off Date,                                                           

(2)  the Loan-to-Value Ratios of the Initial Mortgage Loans,          

    (3)  the remaining months to stated maturity of the Initial Mortgage Loans
as of the Cut-off Date,                                                         

(4)  the type of properties securing the Initial Mortgage Loans,      

    (5)  the geographical distribution of the Initial Mortgage Loans by state,

(6)  the occupancy types of the Initial Mortgage Loans, and           

(7)  the loan purposes of the Initial Mortgage Loans.                 

 In addition, the Detailed Description will include information relating
solely to certain features of the Initial Mortgage Loans that are Adjustable    
Rate Mortgage Loans (as defined below). The "MORTGAGE RATE" is the interest rate
borne by a Initial Mortgage Loan.                                               

    The "STATISTICAL CALCULATION DATE POOL PRINCIPAL BALANCE" is approximately
$1,198,563,316, which is equal to the aggregate Stated Principal Balance of the 
Statistical Calculation Pool Mortgage Loans as of the Statistical Calculation   
Date.                                                                           

 The Statistical Calculation Pool consists of 5,753 Mortgage Loans. Each
Initial Mortgage Loan in the Trust will be assigned to one of two mortgage loan 
groups ("LOAN GROUP 1" or "LOAN GROUP 2" and each a "LOAN GROUP"), comprised of 
Mortgage Loans that bear interest at adjustable rates (such adjustable rate     
Mortgage Loans, the "ADJUSTABLE RATE MORTGAGE LOANS"), and at fixed rates (such 
fixed rate Mortgage Loans, the "FIXED RATE MORTGAGE LOANS"). Loan Group 1 will  
consist of Fixed Rate and Adjustable Rate Mortgage Loans having principal       
balances at origination not in excess of Fannie Mae's and Freddie Mac's         
conforming loan limits. Loan Group 2 will consist of Fixed Rate and Adjustable  
Rate Mortgage Loans having principal balances at origination that may or may not
conform to the conforming loan limits of Fannie Mae and Freddie Mac. CWABS, Inc.
(the "DEPOSITOR") believes that the                                             

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information set forth herein with respect to the Statistical Calculation Pool as
presently constituted is representative of the characteristics of the Initial   
Mortgage Pool as will be constituted at the Closing Date, although some         
characteristics of the Mortgage Loans in the Initial Mortgage Pool may vary. See
"--STATISTICAL CALCULATION POOL" below. Unless otherwise indicated, information 
presented below and in Annex A hereto expressed as a percentage (other than     
rates of interest) are approximate percentages based on the Statistical         
Calculation Date Pool Principal Balance.                                        

    All of the Mortgage Loans to be included in the Trust will be evidenced by
promissory notes (the "MORTGAGE NOTES"). The Mortgage Notes are secured by first
lien deeds of trust, security deeds or mortgages on one- to four-family         
residential properties (the "MORTGAGED PROPERTIES") which, in the case of the   
Statistical Calculation Pool Mortgage Loans, are located in 46 states.          

   Except for loans with an initial interest only period, the Mortgage Loans
will provide for the amortization of the amount financed over a series of       
monthly payments and will provide for payments due on various days of each      
month. The Mortgage Loans to be included in the Trust will have been originated 
generally in accordance with underwriting criteria for subprime mortgage loans  
described herein under "THE ORIGINATOR--UNDERWRITING GUIDELINES." In general,   
subprime mortgage loans are mortgage loans made to borrowers with prior credit  
difficulties. As of the Closing Date, no Mortgage Loan will be 30 or more days  
delinquent.                                                                     

 Scheduled monthly payments made by the Mortgagors on the Mortgage Loans
("SCHEDULED PAYMENTS") either earlier or later than the scheduled due dates     
thereof will not affect the amortization schedule or the relative application of
such payments to principal and interest. The Mortgage Notes generally will      
provide for a fifteen (15) day grace period for monthly payments during which no
late payment fees are assessed.                                                 

   Any Mortgage Loan may be prepaid in full or in part at any time; however,
approximately 72.15% and 68.89% of the Statistical Calculation Pool Mortgage    
Loans in Loan Group 1 and Loan Group 2, respectively, by principal balance as of
the Statistical Calculation Date provide for the payment by the borrower of a   
prepayment charge. In general, a prepayment charge will apply and be enforced   
if, during the first one to five years, as applicable, from the date of         
origination of such Mortgage Loan, the borrower prepays such Mortgage Loan in   
full. The prepayment charge is generally equal to six months' advance interest  
calculated on the basis of the rate in effect at the time of such prepayment on 
the amount prepaid in excess of the percentage of the original balance of such  
Mortgage Loan specified in the related Mortgage Note, although the Mortgage     
Notes related to certain of the Mortgage Loans may provide for a different      
method for calculating the prepayment charges. As of July 1, 2003, the          
Alternative Mortgage Parity Act of 1982 (the "PARITY ACT"), which regulates the 
ability of the originator of a mortgage loan to impose prepayment charges, was  
amended, and as a result, that originator will be required to comply with state 
and local laws in originating mortgage loans with prepayment charge provisions  
with respect to loans originated on or after July 1, 2003. The Depositor makes  
no representations as to the effect that the prepayment charges, decisions by   
the Master Servicer with respect to the waiver thereof and the recent amendment 
of the Parity Act, may have on the prepayment performance of the Mortgage Loans.
However, the OTS's ruling does not retroactively affect loans originated before 
July 1, 2003. See "CERTAIN LEGAL ASPECTS OF THE LOANS-ENFORCEABILITY OF         
PREPAYMENT AND LATE PAYMENT FEES" in the prospectus.                            

   ADDITIONAL INFORMATION REGARDING THE ADJUSTABLE RATE MORTGAGE LOANS. Each
of the Adjustable Rate Mortgage Loans will have a Mortgage Rate which is subject
to adjustment on the first day of the months specified in the related Mortgage  
Note (each such date, an "ADJUSTMENT DATE") to equal the sum, rounded to the    
nearest 0.125%, of:                                                             

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        (1)  the average of the London interbank offered rates for six-month
U.S. dollar deposits in the London market, generally as set forth in either The 
Wall Street Journal or some other source generally accepted in the residential  
mortgage loan origination business and specified in the related Mortgage Note,  
or, if such rate ceases to be published in The Wall Street Journal or becomes   
unavailable for any reason, then based upon a new index selected by the Master  
Servicer, based on comparable information, in each case, as most recently       
announced as of either 45 days prior to, or the first business day of the month 
immediately preceding the month of, such Adjustment Date (the "MORTGAGE INDEX"),
and                                                                             

         (2)  a fixed percentage amount specified in the related Mortgage Note
(the "GROSS MARGIN");                                                           

provided, however, that the Mortgage Rate for substantially all of the          
Adjustable Rate Mortgage Loans will not increase or decrease by more than a     
fixed percentage on any Adjustment Date (the "PERIODIC RATE CAP").              

A "ONE-YEAR HYBRID MORTGAGE LOAN," "TWO-YEAR HYBRID MORTGAGE LOAN,"   
"THREE-YEAR HYBRID MORTGAGE LOAN" and a "FIVE-YEAR HYBRID MORTGAGE LOAN" have   
fixed Mortgage Rates for approximately 12, 24, 36 and 60 months, respectively,  
after the origination thereof before such fixed Mortgage Rates become subject to
adjustment based on the Mortgage Index described in clause 1 in the immediately 
preceding paragraph. Approximately 6.30%, 71.33%, 2.48% and 2.03% of the        
Statistical Calculation Pool Mortgage Loans in Loan Group 1 by principal balance
as of the Statistical Calculation Date are One-Year Hybrid Mortgage Loans,      
Two-Year Hybrid Mortgage Loans, Three-Year Hybrid Mortgage Loans and Five-Year  
Hybrid Mortgage Loans, respectively. Approximately 4.29%, 76.28%, 2.55% and     
1.32% of the Statistical Calculation Pool Mortgage Loans in Loan Group 2 by     
principal balance as of the Statistical Calculation Date are One-Year Hybrid    
Mortgage Loans, Two-Year Hybrid Mortgage Loans, Three-Year Hybrid Mortgage Loans
and Five-Year Hybrid Mortgage Loans, respectively.                              

  Effective with the first payment due on an Adjustable Rate Mortgage Loan
after each related Adjustment Date, the monthly payment will be adjusted to an  
amount which will fully amortize the outstanding principal balance of the       
Mortgage Loan over its remaining term.                                          

    LOAN-TO-VALUE RATIO. The "LOAN-TO-VALUE RATIO" of a Mortgage Loan is equal
to:                                                                             

   (1)  the principal balance of such Mortgage Loan at the date of
origination, divided by                                                         

(2)  the Collateral Value of the related Mortgaged Property.

    The "COLLATERAL VALUE" of a Mortgaged Property subject to a purchase money
mortgage is the lesser of:                                                      

          (1)  the appraised value at the time of the origination of the related
Mortgage Loan, and                                                              

   (2)  the sales price of such Mortgaged Property at such time of
origination.                                                                    

With respect to a Mortgage Loan the proceeds of which were used to    
refinance an existing mortgage loan, the Collateral Value is the appraised value
of the Mortgaged Property based upon the appraisal obtained at the time of      
refinancing.                                                                    

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STATED PRINCIPAL BALANCE. "STATED PRINCIPAL BALANCE" means, for any   
Mortgage Loan and (1) the related Initial Cut-off Date or Subsequent Cut-off    
Date (as defined below), as applicable (the "CUT-OFF DATE"), the unpaid         
principal balance of the Mortgage Loan as of such date (before any adjustment to
the amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to any partial prepayments and Liquidation Proceeds received
prior to such date and to the payment of principal due on or prior to such date 
and irrespective of any delinquency in payment by the related mortgagor or (2)  
any Payment Date, the Stated Principal Balance of the Mortgage Loan as of its   
Cut-off Date, minus the sum of (i) the principal portion of scheduled payments  
due with respect to the Mortgage Loan on or prior to the end of the most recent 
Due Period that were received by the Master Servicer on or prior to the related 
Determination Date or were advanced by the Master Servicer on or prior to the   
most recent Master Servicer Advance Date, (ii) principal prepayments with       
respect to the Mortgage Loans received on or prior to the end of the most recent
Prepayment Period and (iii) Liquidation Proceeds received by the Master Servicer
prior to the end of the most recent Due Period to the extent applied as         
recoveries of principal with respect to the Mortgage Loan. When used with       
respect to the Mortgage Pool, Stated Principal Balance means the aggregate      
Stated Principal Balances of all Mortgage Loans in the Mortgage Pool.           

PRE-FUNDING                                                                     

    On the Closing Date, the excess of the aggregate Note Principal Balance of
the Notes over the Initial Cut-off Date Pool Principal Balance (the "PRE-FUNDED 
AMOUNT") (which Pre-Funded Amount is not expected to exceed approximately       
$189,075,875 in conforming balance loans for loan group 1 and approximately     
$210,924,125 in non-conforming loans that may or may not have conforming        
balances for loan group 2) will be deposited in a pre-funding account (the      
"PRE-FUNDING ACCOUNT") established and maintained by the Indenture Trustee on   
behalf of the Noteholders. Any investment income earned from amounts in the     
Pre-Funding Account shall be paid to the Depositor, and will not be available   
for payments on the Notes. During the period from the Closing Date until the    
earlier of (x) the date that the amount in the Pre-Funding Account is less than 
$25,000 and (y) May 31, 2005 (the "FUNDING PERIOD"), the Depositor is expected  
to purchase mortgage loans to subprime borrowers originated or purchased by the 
Originator after February 1, 2005 (such mortgage loans, the "SUBSEQUENT MORTGAGE
LOANS") from the Seller and sell such Subsequent Mortgage Loans to the Trust as 
described below. The purchase price for each Subsequent Mortgage Loan will equal
the Stated Principal Balance of such Subsequent Mortgage Loan as of the later of
(x) the first day of the month of the related Subsequent Transfer Date and (y)  
the date of origination of such Subsequent Mortgage Loan (the related           
"Subsequent Cut-off Date") and will be paid from the Pre-Funding Account.       
Accordingly, the purchase of Subsequent Mortgage Loans will decrease the amount 
on deposit in the Pre-Funding Account and increase the Stated Principal Balance 
of the Mortgage Pool.                                                           

    Pursuant to the Mortgage Loan Purchase Agreement and a Subsequent Transfer
Agreement to be executed by the Seller, the Depositor and the Indenture Trustee,
the conveyance of Subsequent Loans may be made on any Business Day during the   
Funding Period (a "SUBSEQUENT TRANSFER DATE"), subject to the fulfillment of    
certain conditions in the Indenture, including that:                            

  (1)  the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date satisfy the same representations and warranties in the Mortgage   
Loan Purchase Agreement applicable to all Mortgage Loans,                       

  (2)  the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date were selected in a manner reasonably believed not to be adverse to
the interests of the Noteholders,                                               

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          (3)  the Indenture Trustee receives an opinion of counsel with respect
to the validity of the conveyance of the Subsequent Mortgage Loans conveyed on  
such Subsequent Transfer Date,                                                  

    (4)  the Indenture Trustee receives an opinion of counsel to the
effect that the conveyance of the Subsequent Mortgage Loans conveyed on such    
Subsequent Transfer Date will not (i) result in the imposition of the tax on    
"prohibited transactions" on the Trust,                                         

         (5)  the Indenture Trustee receives opinions of counsel to the effect
that the conveyance of the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date from the Seller to the Depositor and the simultaneous conveyance  
of such Subsequent Mortgage Loans from the Depositor to the Trust will be       
characterized as true sales and not loans secured by such Subsequent Mortgage   
Loans,                                                                          

(6)  the conveyance of the Subsequent Mortgage Loans on such
Subsequent Transfer Date will not result in a reduction or withdrawal of any    
ratings assigned to the Notes,                                                  

         (7)  no Subsequent Mortgage Loan conveyed on such Subsequent Transfer
Date was 60 or more days delinquent, and no more than 10% of the Subsequent     
Mortgage Loans will be Mortgage Loans with an interest only period, and         

          (8)  following the conveyance of the Subsequent Mortgage Loans on such
Subsequent Transfer Date to the Trust, the characteristics of the Trust will not
vary by more than the permitted variance specified below (other than the        
weighted average stated principal balance, which will not vary by more than 10% 
and the percentage of mortgage loans secured by properties located in           
California, which will not exceed 50% of the Mortgage Pool) from the            
characteristics listed below; provided that for the purpose of making such      
calculations, the characteristics for any Initial Mortgage Loan will be taken as
of the Initial Cut-off Date and the characteristics for any Subsequent Mortgage 
Loan will be taken as of the Subsequent Cut-off Date:                           

                                                        [Enlarge/Download Table]

                                                                                      PERMITTED VARIANCE
                                                        LOAN GROUP 1   LOAN GROUP 2        OR RANGE     
                                                        ------------   ------------        --------     
                                                                                                        
Average Stated Principal Balance...................     $    199,068   $    217,411             10%     
Weighted Average Mortgage Rate.....................            7.235%         7.391%          0.10%     
Weighted Average Loan-to-Value Ratio...............            79.17%         79.76%             3%     
Weighted Average Remaining Term to Maturity........              358            357        5 months     
Weighted Average Credit Bureau                                                                          
Risk Score.........................................              621            619        5 points     
Mortgage Loans with Prepayment Charges at Origination          72.15%         68.89%             5%     
Aggregate  Principal  Balance of Fixed  Rate  Mortgage                                                  
Loans..............................................     $ 90,941,051   $ 90,638,096             10%     
Aggregate Principal Balance of Adjustable Rate                                                          
Mortgage Loans.....................................     $475,607,471   $541,376,698             10%     

ASSIGNMENT OF THE MORTGAGE LOANS                                                

  Pursuant to the Mortgage Loan Purchase Agreement dated as of February 1,
2005 (the "MORTGAGE LOAN PURCHASE AGREEMENT"), between the Seller and the       
Depositor, the Seller on the Closing Date will sell, transfer, assign, set over 
and otherwise convey without recourse to the Depositor                          

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all right, title and interest of the Seller in and to each Mortgage Loan and all
right, title and interest in and to all other assets included in the Trust,     
including all principal and interest received on or with respect to the Mortgage
Loans after the Cut-off Date, exclusive of any scheduled principal due on or    
prior to the Cut-off Date and any interest accruing prior to the Cut-off Date.  
Pursuant to the Amended and Restated Trust Agreement dated as of March 18, 2005 
(the "TRUST AGREEMENT") among the Depositor and Wilmington Trust Company, as    
owner trustee (the "OWNER TRUSTEE") and The Bank of New York, as certificate    
registrar and paying agent (the "CERTIFICATE REGISTRAR" and "PAYING AGENT"), the
Depositor will deposit the assets in the Trust. Pursuant to the Indenture dated 
as of March 18, 2005 (the "INDENTURE"), between the Issuer and The Bank of New  
York, as indenture trustee (the "INDENTURE TRUSTEE"), the Issuer on the Closing 
Date will pledge to the Indenture Trustee in trust for the benefit of the       
Noteholders all right, title and interest of the Issuer in and to each Initial  
Mortgage Loan and all right, title and interest in and to all other assets      
included in the Trust, including all principal and interest received on or with 
respect to the Initial Mortgage Loans after the Initial Cut-off Date, exclusive 
of any scheduled principal due on or prior to the Initial Cut-off Date and any  
interest accruing prior to the Initial Cut-off Date, and the Pre-Funded Amount  
deposited in the Pre-Funding Account on the Closing Date.                       

    In connection with such transfer and assignment of the Mortgage Loans, the
Depositor will deliver the following documents to the Indenture Trustee         
(collectively constituting the "INDENTURE TRUSTEE'S MORTGAGE FILE") with respect
to each Initial Mortgage Loan and Subsequent Mortgage Loan (collectively, the   
"MORTGAGE LOANS") with respect to each Mortgage Loan:                           

  (1)  the original Mortgage Note, endorsed by the Seller or the
originator of the Mortgage Loan, without recourse in the following form: "Pay to
the order of ____________ without recourse" with all intervening endorsements   
that show a complete chain of endorsement from the originator to the Seller,    

(2)  the original recorded Mortgage,                        

     (3)  a duly executed assignment of the Mortgage to "Encore Credit
Receivables Trust 2005-1, by The Bank of New York, a New York banking           
corporation, as indenture trustee under the Indenture dated as of March 18,     
2005, without recourse", in recordable form, as described in Indenture,         

        (4)  the original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage,                

         (5)  the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, and                                

         (6)  the original or duplicate original lender's title policy and all
riders thereto or, in the event such original title policy has not been received
from the insurer, such original or duplicate original lender's title policy and 
all riders thereto shall be delivered within one year of the Closing Date.      

     Notwithstanding the foregoing, in lieu of providing the documents described
in clauses (3) and (4) above, the Depositor may, at its discretion, provide     
evidence that the related Mortgage is held through the MERS(R) System. In       
addition, the Mortgages for some or all of the Mortgage Loans in the Trust that 
are not already held through the MERS(R) System may, at the discretion of the   
Master Servicer, in the future be held through the MERS(R) System. For any      
Mortgage held through the MERS(R) System, the Mortgage is recorded in the name  
of Mortgage Electronic Registration Systems, Inc., or MERS(R), as nominee for   
the owner of the Mortgage Loan, and subsequent assignments of the Mortgage were,
or in the future may be, at the discretion of the Master Servicer, registered   
electronically through the MERS(R) System. For each of these Mortgage Loans,    
MERS(R) serves as mortgagee of record on the Mortgage                           

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solely as a nominee in an administrative capacity on behalf of the Indenture    
Trustee, and does not have any interest in the Mortgage Loan.                   

  Pursuant to the Indenture, the Depositor will be required to deliver (or
cause delivery of) the Indenture Trustee's Mortgage Files:                      

         (A)  not later than the Closing Date, with respect to at least 50% of
     the Initial Mortgage Loans in each loan group, and not later than
         relevant Subsequent Transfer Date with respect to at least 10% of the
 Subsequent Mortgage Loans in each loan group conveyed on such
Subsequent Transfer Date;                                   

        (B)  not later than twenty days after the Closing Date, with respect
       to at least an additional 40% of the Initial Mortgage Loans in each
 loan group, and not later than twenty days after the relevant
Subsequent Transfer Date with respect to at least 90% of the
 Subsequent Mortgage Loans in each loan group conveyed on such
Subsequent Transfer Date; and                               

        (C)  not later than thirty days after the Closing Date, with respect
          to the remaining 10% of the Initial Mortgage Loans, and not later than
        thirty days after the relevant Subsequent Transfer Date with respect
         to the remaining 10% of the Subsequent Mortgage Loans conveyed on the
related Subsequent Transfer Date.                           

Assignments of the Mortgage Loans to the Issuer and the pledge to the 
Indenture Trustee (or its nominee) will be recorded in the appropriate public   
office for real property records, except in states (such as California) as to   
which an opinion of counsel is delivered to the effect that such recording is   
not required to protect the Indenture Trustee's interests in the Mortgage Loan  
against the claim of any subsequent transferee or any successor to or creditor  
of the Depositor or the Seller. As to any Mortgage Loan, the recording          
requirement exception described in the preceding sentence is applicable only so 
long as the related Indenture Trustee Mortgage File is maintained in the        
possession of the Indenture Trustee in one of the states to which such exception
applies. In the event any such assignment is delivered to the Indenture Trustee 
in blank and the related Indenture Trustee Mortgage File is released by the     
Indenture Trustee pursuant to applicable provisions of the Indenture, the       
Indenture Trustee shall complete such assignment as provided in subparagraph (2)
above prior to any such release. In the event such recording is required to     
protect the interest of the Indenture Trustee in the Mortgage Loans, the Master 
Servicer is required to cause to be submitted each previously unrecorded        
assignment for recording. The Seller is responsible for recording the           
assignments to the Issuer for all mortgaged properties located in the State of  
California. The Indenture Trustee will be responsible for recording the         
assignments to the Issuer for all properties located in all other states. The   
Seller will be responsible for all costs associated with the recordation of all 
assignments.                                                                    

     The Indenture Trustee will review the Initial Mortgage Loan documents on or
prior to the Closing Date (or promptly after the Indenture Trustee's receipt of 
any document permitted to be delivered after the Closing Date), and the         
Subsequent Mortgage Loan documents promptly after the Indenture Trustee's       
receipt thereof after the related Subsequent Transfer Date as described above,  
and the Indenture Trustee will hold such documents in trust for the benefit of  
the holders of the Notes. After review of such Mortgage Loan Documents, if any  
document is found to be missing or defective in any material respect, the       
Indenture Trustee is required to notify the Master Servicer and the Seller in   
writing. If the Seller cannot or does not cure such omission or defect within 90
days of its receipt of notice from the Indenture Trustee, the Seller is required
to repurchase the related Mortgage Loan from the Trust at a price (the "PURCHASE
PRICE") equal to 100% of the Stated Principal Balance thereof plus accrued and  
unpaid interest thereon, at a rate equal to the applicable Mortgage Rate to the 
first day of the month in which the                                             

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Purchase Price is to be distributed to holders of the Notes plus any costs      
attributable to violations of any predatory lending laws. Rather than repurchase
the Mortgage Loan as provided above, the Seller may remove such Mortgage Loan (a
"DELETED MORTGAGE LOAN") from the Trust and substitute in its place another     
Mortgage Loan of like kind (a "REPLACEMENT MORTGAGE LOAN"); however, such       
substitution is only permitted within two years after the Closing Date, and may 
not be made unless an opinion of counsel is provided to the effect that such    
substitution would not result in a prohibited transaction tax under the Code.   
Any Replacement Mortgage Loan generally will, on the date of substitution, among
other characteristics set forth in the Mortgage Loan Purchase Agreement:        

          (1)  have a Stated Principal Balance, after deduction of the principal
portion of the scheduled payment due in the month of substitution only, not in  
excess of, and not less than 90% of, the Stated Principal Balance of the Deleted
Mortgage Loan at the time of substitution (the amount of any shortfall to be    
deposited by the Seller in the Note Account not later than the succeeding       
Determination Date and held for payment to the holders of the Notes on the      
related Payment Date),                                                          

  (2)  if the Deleted Mortgage Loan that is being replaced is an
Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate specified in its    
related Mortgage Note (such rate, the "MAXIMUM MORTGAGE Rate") not more than 1% 
per annum higher or lower than the Maximum Mortgage Rate of the Deleted Mortgage
Loan,                                                                           

  (3)  if the Deleted Mortgage Loan that is being replaced is an
Adjustable Rate Mortgage Loan, have a minimum Mortgage Rate specified in its    
related Mortgage Note (such rate, the "MINIMUM MORTGAGE Rate") not more than 1% 
per annum higher or lower than the Minimum Mortgage Rate of the Deleted Mortgage
Loan,                                                                           

  (4)  if the Deleted Mortgage Loan that is being replaced is an
Adjustable Rate Mortgage Loan, have the same Mortgage Index, Periodic Rate Cap  
and period between adjustment dates as the Deleted Mortgage Loan and a Gross    
Margin not more than 1% per annum higher or lower than that of the Deleted      
Mortgage Loan,                                                                  

         (5)  have the same or higher credit quality characteristics than that
of the Deleted Mortgage Loan,                                                   

         (6)  be accruing interest at a rate not more than 1% per annum higher
or lower than that of the Deleted Mortgage Loan,                                

      (7)  have a Loan-to-Value Ratio no higher than that of the Deleted
Mortgage Loan,                                                                  

         (8)  have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan,                     

          (9)  not permit conversion of the Mortgage Rate from a fixed rate to a
variable rate or vice versa,                                                    

          (10) provide for a prepayment charge on terms substantially similar to
those of the prepayment charge, if any, of the Deleted Mortgage Loan,           

         (11) constitute the same occupancy type as the Deleted Mortgage Loan,
and                                                                             

        (12) comply with all of the representations and warranties set forth
in the Mortgage Loan Purchase Agreement as of the date of substitution.         

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This cure, repurchase or substitution obligation constitutes the sole 
remedy available to the Noteholders, the Indenture Trustee or the Depositor for 
omission of, or a material defect in, a Mortgage Loan document.                 

THE ORIGINATOR

GENERAL                                                                         

   Encore Credit Corp., a wholly-owned subsidiary of ECC Capital Corporation
(in such capacity, "ENCORE" or the "ORIGINATOR") is a nationwide mortgage       
banking company engaged in the business of originating, purchasing, selling and,
through agreements with Option One Mortgage Corporation and HomEq Servicing     
Corporation, performing interim servicing for mortgage loans secured primarily  
by one to four-family residences that generally do not conform to the           
underwriting guidelines typically applied by banks and other lending            
institutions that originate loans that conform to the underwriting guidelines   
generally required by Fannie Mae, Freddie Mac or other government sponsored     
programs, particularly with respect to a prospective borrower's credit history  
and debt-to-income ratio. These mortgage loans are generally referred to as     
non-conforming or subprime mortgage loans. Encore was incorporated in October   
2001 and commenced lending operations in March 2002. As of December 31, 2004,   
Encore had over 1,100 employees and operated its mortgage lending business      
through a network of approximately 7,000 approved mortgage lenders and brokers, 
through which Encore originates mortgage loans. The network consists of         
independent mortgage lenders and brokers located in 49 states and the District  
of Columbia where Encore is licensed to engage in its mortgage lending business.
Encore's principal executive offices are located at 1833 Alton Parkway, Irvine, 
California 92606, and its main telephone number is (949) 856-8300.              

UNDERWRITING GUIDELINES                                                         

     Encore underwrites each mortgage loan that it originates in accordance with
its internal underwriting guidelines. Encore has developed internal underwriting
processes and criteria that it believes generate quality loans and give it the  
ability to approve and fund loans quickly. Encore's internal underwriting       
guidelines are designed to help it evaluate a borrower's credit history,        
capacity, willingness and ability to repay the loan, and the value and adequacy 
of the collateral. Encore reviews the borrower's credit history from Experian   
Information Solutions, Inc., Trans Union Corp. and Equifax, Inc. In addition,   
Encore reviews credit scores derived from the borrower's credit history by one  
or more nationally recognized credit scoring models.                            

UNDERWRITING GUIDELINES. Encore's internal underwriting guidelines are
established by its credit committee. Encore's credit committee meets regularly  
with its production and operations managers to review proposed changes to       
underwriting guidelines. If an individual loan application does not meet        
Encore's formal written underwriting guidelines, but the underwriter is         
confident both that the borrower has the ability and willingness to pay and that
the property provides adequate collateral for the borrower's obligations,       
Encore's underwriters can make underwriting exceptions up to certain limits     
within its formal exception policies and approval authorities. All of Encore's  
loan programs have tiered exception levels whereby approval of certain          
exceptions, such as LTV ratio exceptions, loan amount exceptions, and           
debt-to-income exceptions, are escalated to higher loan approval authority      
levels.                                                                         

UNDERWRITING PERSONNEL. All of Encore's loans are underwritten by its 
on-site underwriting personnel. Encore does not delegate underwriting authority 
to any broker or third party. Encore adheres to strict internal standards with  
respect to who has the authority to approve a loan. In the event that an        
underwriting exception is required for approval, only specifically designated   
personnel, dictated by the exception required, are authorized to make such      
exceptions. Encore regularly trains its operation managers, who supervise its   
underwriters, on emerging trends in production. Encore believes that these      

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managers and underwriters are highly qualified and experienced and are familiar 
with its underwriting guidelines. Encore believes that its regionalized         
underwriting process provides it with the ability to fund loans faster than many
of its competitors, and that the experience of its operations managers, its     
information systems and its rigorous quality control process ensure the         
continued quality of its loans.                                                 

   CREDIT CATEGORIES. Under its internal underwriting guidelines, Encore has
established several different credit categories within each loan program, and   
Encore assigns a credit category to each applicant based on his/her credit      
history. These credit categories establish the maximum permitted LTV ratio, the 
maximum loan amount and the allowed use of loan proceeds given the borrower's   
mortgage payment history, consumer credit history, liens/charge-offs/bankruptcy 
history, debt-to-income ratio, use of proceeds, documentation type and other    
factors.                                                                        

Because the industry does not use standard credit categories, the     
definitions and credit categories of the loans Encore originates may differ from
those used by its competitors. As a result, the credit categories and other data
with respect to its loan production Encore provides in this prospectus          
supplement may not be comparable to similar data of its competitors. Also,      
Encore may change its credit category system from year-to-year, based on its    
on-going evaluation of historical performance and market demand. Thus, data with
respect to specific credit categories within its loan production may not be     
comparable on a historical basis.                                               

    In general, higher credit category mortgage loans are graded in categories
that permit more (or more recent) major derogatory credit items, such as        
outstanding judgments or prior bankruptcies. Its underwriting guidelines for    
first mortgages contain categories and criteria for grading the potential       
likelihood that an applicant will satisfy the repayment obligations of a        
mortgage loan.                                                                  

Encore's guidelines are primarily intended to (1) determine that the  
borrower has the ability to repay the mortgage loan in accordance with its terms
and (2) determine that the related mortgaged property will provide sufficient   
value to recover the investment if the borrower defaults.                       

Credit scores are obtained by Encore in connection with mortgage loan 
applications to help assess a borrower's creditworthiness. Credit scores are    
obtained from credit reports provided by Experian Information Solutions, Inc.,  
Trans Union Corp. and Equifax, Inc., each of which may employ differing computer
models and methodologies. The credit score is designed to assess a borrower's   
credit history at a fixed point in time, using objective information currently  
on file for the borrower at a particular credit reporting organization.         
Information utilized to create a credit score may include, among other things,  
payment history, delinquencies on accounts, level of outstanding indebtedness,  
length of credit history, types of credit, and bankruptcy experience. Credit    
scores range from approximately 400 to 850, with higher scores generally        
indicating an individual with a more favorable credit history compared to an    
individual with a lower score. However, a credit score purports only to be a    
measurement of the relative degree of risk a borrower represents to a lender;   
that is, a borrower with a higher score is statistically expected to be less    
likely to default in payment than a borrower with a lower score. Moreover,      
credit scores were developed to indicate a level of default probability over the
period of the next two years, which does not correspond to the life of a        
mortgage loan. Furthermore, credit scores were not developed specifically for   
use in connection with mortgage loans, but for consumer loans in general.       
Therefore, a credit score does not take into consideration the differences      
between mortgage loans and consumer loans generally or the specific             
characteristics of the related mortgage loan including, for example, the LTV or 
CLTV, the collateral for the mortgage loan, or the debt-to-income ratio. Its    
current core underwriting guidelines require a minimum credit score of 500,     
although a higher credit score is often required to qualify for the maximum LTV 
under each program. Encore also offers a specialty product with restricted      
guidelines with a minimum credit score of 475. There can be no assurance that   
the credit scores of the mortgagors will be accurate predictors of the          
likelihood of repayment of the related mortgage loans.                          

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     The underwriting of a mortgage loan to be originated or purchased by Encore
generally includes a review of the completed loan package, which includes the   
loan application, a current appraisal, a preliminary title report and a credit  
report. All loan applications and all closed loans offered to Encore for        
purchase must be approved by Encore in accordance with its underwriting         
criteria. Encore regularly reviews its underwriting guidelines and makes changes
when appropriate to respond to market conditions, the performance of loans      
representing a particular loan product and/or changes in laws or regulations.   

  Encore requires satisfactory title insurance coverage on all residential
properties securing mortgage loans it originates or purchases. The loan         
originator and its assignees are generally named as the insured. Title insurance
policies indicate the lien position of the mortgage loan and protect Encore     
against loss if the title or lien position is not as indicated. The applicant is
also required to maintain hazard and, in certain instances, flood insurance in  
an amount that complies with applicable laws and is sufficient to cover the new 
loan and any senior mortgage, subject to the maximum amount available under the 
National Flood Insurance Program.                                               

VERIFICATION OF BORROWER'S INCOME. Encore's mortgage programs include 
several levels of documentation used to verify the borrower's income.           

   FULL INCOME DOCUMENTATION. Encore's highest level of income documentation
generally requires a stable, two-year history of income. A wage-earner may      
document income by any of the following: a verification of employment or a      
current pay stub reflecting year to date income and the borrower's most recent  
Wage and Tax Statement, or W-2; the borrower's two most recent IRS Form 1040s   
and a year-to-date statement of profit-and-loss; or the borrower's personal bank
statements for the previous two years showing average monthly deposits          
sufficient to support the qualifying income. A self-employed borrower may       
document income with either the two most recent federal tax returns or bank     
statements for the previous two years.                                          

     LIMITED INCOME DOCUMENTATION. This documentation level generally requires a
twelve-month history of stable income, together with personal bank statements   
for the previous twelve months to support the borrower's qualifying income.     

    STATED INCOME. The borrower's income used to qualify for the loan is taken
from the borrower's signed application and compared to the borrower's line of   
work or profession for reasonableness. Self-employed borrowers typically must   
provide satisfactory evidence of existence of the business and demonstrate a    
two-year history of employment in the same profession. A verification of        
employment and position is done for each stated income loan.                    

 APPRAISAL REVIEW. An assessment of the adequacy of the real property as
collateral for the loan is primarily based upon an appraisal of the property and
a calculation of the LTV ratio of the loan applied for and the CLTV to the      
appraised value of the property at the time of origination. Appraisers determine
a property's value by reference to the sales prices of comparable properties    
recently sold, adjusted to reflect the condition of the property as determined  
through inspection. As a lender that generally specializes in loans made to     
credit impaired borrowers, Encore has implemented an appraisal review process to
support the value used to determine the LTV ratio. Encore uses a variety of     
steps in its appraisal review process in order to attempt to ensure the accuracy
of the value provided by the initial appraiser. This includes obtaining an      
independent automated property review on a majority of the loans that it        
originates. Encore's review process requires a written review on every appraisal
report either by a qualified independent underwriter or by a staff appraiser.   
Encore employs several methods to determine which appraisals are higher risk and
attempts to direct those reviews to one of its staff appraisers. The criteria   
for identifying higher risk appraisal reports include those properties receiving
lower scores from the automated property review, properties with larger loan    
amounts and those units and properties that fail a scoring template             

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used by the internal underwriting staff. Encore employs an appraisal review     
staff of approximately 66 people, which includes over 38 staff appraisers. As   
part of their review process, the review department where available, verifies   
the subject property's sales history, those of comparable properties as well as 
reviews additional comparable data. In some cases the value of the property used
to determine the LTV ratio is reduced where it has been determined by Encore's  
staff appraisers that the original appraised value cannot be supported.         

"CREDIT SCORE" PROGRAMS                                                         

  Under these programs, Risk Categories are used to establish the criteria
that Encore uses to grade the potential likelihood that an applicant will       
satisfy the repayment obligations of a mortgage loan. These programs determine  
the borrower's credit grade by using the borrower's appropriate credit score,   
mortgage or rental history for the past 12 months, and bankruptcy and           
foreclosure history, as it's primary factors. Once the appropriate credit grade 
has been determined the borrowers credit score is also used to determine the    
applicable Loan-to-Value Ratio and loan amounts.                                

          "AA" RISK CATEGORY: In order to qualify under the AA risk category the
  applicant must generally have no mortgage or rental late payments within
  the past 12 months. No mortgage foreclosure or notice of default filings
    may have occurred during the preceding 36 months. No bankruptcy filing may
  have occurred during the past 36 months if the borrowers credit score is
   less that 600 or within the prior 24 months if the borrowers score is 600
     or greater. In the case of a Chapter 13 bankruptcy filing the borrower must
  have paid in accordance with the bankruptcy plan and the bankruptcy must
    have been discharged at or prior to funding. The maximum loan amount under
this risk grade is $1,000,000 for loans with full documentation and   
     $750,000 for loans with limited documentation or Stated Income. Permissible
 Loan-to-Value Ratios vary depending upon, among other matters, the loan
  amount, the documentation type, the occupancy, the property type and the
     borrower's credit score. The maximum Loan-to-Value Ratio under this program
   is 95% for first mortgages and 100% for second mortgages. The normal debt
to income ratio is 50%.                                               

          "A+" RISK CATEGORY: In order to qualify under the A+ risk category the
    applicant must generally have no more than 4 times 30 day late mortgage or
  rental payments within the past 12 months for Loan-to-Value Ratios up to
    90% and no more than one 30 day mortgage or rental late within the past 12
   months for Loan-to-Value Ratios greater than 90%. No mortgage foreclosure
or notice of default filings may have occurred during the preceding 36
     months. No bankruptcy filing may have occurred during the past 24 months if
    the borrower's credit score is less than 600 or within the prior 18 months
if the borrowers score is 600 or greater. In the case of a Chapter 13 
bankruptcy filing the borrower must have paid in accordance with the  
     bankruptcy plan and the bankruptcy must be paid at or prior to closing. The
   maximum loan amount under this risk grade is $750,000 for loans with full
   documentation and $750,000 for loans with limited documentation or stated
   income. Permissible Loan-to-Value Ratios vary depending upon, among other
matters, the loan amount, the documentation type, the occupancy, the  
  property type and the borrower's credit score. The maximum Loan-to-Value
 Ratio under this program is 95% for first mortgages and 100% for second
mortgages. The allowable debt to income ratio is 50% for Loan-to-Value
Ratios over 80% and 55% for Loan-to-Value Ratios of 80% or less.      

        "B" RISK CATEGORY: In order to qualify under the B risk category the
  applicant must generally have no more than one 60 day mortgage or rental
late payment within the past 12 months (30 day mortgage or rental late
payments are acceptable). No mortgage foreclosure or notice of default
 filings may have occurred during the preceding 24 months. No bankruptcy
     filing may have occurred during the past 18 months if the borrower's credit
score is less that 580                                                

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     or within the prior 12 months if the borrower's score is 600 or greater. In
   the case of a Chapter 13 bankruptcy the borrower's bankruptcy may be paid
     off with the proceeds of this loan. The maximum loan amount under this risk
  grade is $500,000 for loans with full income documentation, $450,000 for
     loans with limited documentation and $400,000 for loans with stated income.
   Permissible Loan-to-Value Ratios vary depending upon, among other matters
   the loan amount; the documentation type, the occupancy, the property type
    and the borrowers credit score. The maximum Loan-to-Value Ratio under this
   program is 85% for first mortgages. The allowable debt to income ratio is
55%.                                                                  

        "C" RISK CATEGORY: In order to qualify under the C risk category the
applicant must generally have no more than one 90 day late mortgage or
   rental payment within the pas 12 months. (30 and 60-day late payments are
   acceptable. No mortgage foreclosure or notice of default filings may have
occurred during the preceding 12 months. No bankruptcy filing may have
   occurred during the past 12 months if the borrower's credit score is less
     that 560 or within the prior 6 months if the borrower's credit score is 560
or greater. In the case of a Chapter 13 bankruptcy the borrower's     
     bankruptcy may be paid off with the proceeds of this loan. The maximum loan
     amount under this risk grade is $500,000 for loans with full documentation,
   $450,000 for loans with limited documentation and $400,000 for loans with
stated income documentation. Permissible Loan-to-Value Ratios vary    
 depending upon, among other matters, the loan amount, the documentation
     type, the occupancy, the property type and the borrower's credit score. The
    maximum Loan-to-Value Ratio under this program is 80% for first mortgages.
The allowable debt to income ratio is 55%.                            

"C-" RISK CATEGORY: In order to qualify under the C- risk category the
applicant must generally have no more than one 120 day late mortgage or rental  
payment late within the past 12 months. (30, 60 and 90-day late payments are    
acceptable.) No mortgage foreclosure or notice of default filings may have      
occurred during the preceding 6 months. Bankruptcy filing may have occurred     
during the past 12 months. In the case of a Chapter 14 bankruptcy the borrower  
may pay off the bankruptcy through the loan. The maximum loan amount under this 
risk grade is $400,000 for loans with full documentation and $300,000 for loans 
with stated income. Permissible Loan-to-Value Ratios vary depending upon, among 
other matters, the loan amount, the documentation type, the occupancy, the      
property type and the borrowers credit score. The maximum Loan-to-Value Ratio   
under this program is 70% for first mortgages. The maximum allowable debt to    
income ratio is 55%.                                                            

     LOAN PROGRAMS AND RISK CATEGORIES. Encore has established loan programs and
risk categories, which identify the types of loans that it originates. A        
majority of Encore's loan originations are underwritten using the "Credit Score 
Advantage" program. This program makes loans available to a broad group of      
borrowers who fit a more traditional subprime profile. However, there are       
borrowers who request LTV ratios higher than those stated for this program,     
larger loan amounts or more unique financing options. Rather than attempt to    
incorporate all of these specialized requests into one loan program, Encore has 
established separate loan programs to accommodate borrowers who would otherwise 
require individual exceptions to a single, broader loan program. Encore         
established these programs to allow its underwriting personnel to process loan  
applications from borrowers who fit a particular program's criteria quickly and 
efficiently.                                                                    

The criteria for each of these programs are guidelines only. All of   
Encore's loan programs have tiered exception levels whereby approval of an      
exception is escalated to a higher loan approval authority. Although Encore     
generally does not make adjustments to the credit category of any applicant,    
Encore may determine on a case-by-case basis that an applicant warrants a LTV   
ratio exception, a loan amount exception, a debt-to-income exception or another 
exception. Encore may allow such an exception if the application reflects       
certain compensating factors, such as a lower than the maximum LTV ratio for the

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specific loan program, a maximum of one 30-day late payment on all mortgage     
loans during the last 12 months, job and income stability or a meaningful amount
of liquid assets. Encore may also grant an exception if the applicant provides a
down payment of at least 20% of the purchase price of the underlying property or
if the new mortgage loan significantly reduces the applicant's aggregate monthly
debt service payments. Encore expects that a substantial number of the mortgage 
loans it originates will represent such underwriting exceptions.                

DETERMINING A BORROWER'S CREDIT CATEGORIES                                      

There are various credit categories within each loan program. Because 
Encore deals with wholesale brokers, the program for which a borrower is        
attempting to qualify is generally identified by the broker. To determine if a  
borrower qualifies for a credit category within that specific program, Encore   
considers a borrower's mortgage history, bankruptcy and foreclosure history,    
debt-to-income ratios and the depth of the borrower's credit background as the  
primary factors in determining the borrower's credit category. Once a borrower  
has been assigned a credit category within a loan program, Encore uses the      
borrower's FICO score as the primary factor in determining the borrower's rate, 
the maximum LTV ratio allowable for that borrower and maximum loan amount       
available to that borrower.                                                     

CREDIT SCORE ADVANTAGE PROGRAM                                                  

This program offers loans to individuals with a wide range of credit  
backgrounds and offers Encore's widest range of underwriting criteria. The      
Credit Score Advantage program has five credit categories: AA, A+, B, C and C-. 
Borrowers with a higher credit category typically qualify for higher allowable  
LTV ratios and higher loan amounts relative to other borrowers within this      
program. However, since FICO scores within each credit category can range from  
500 to 850, loans with different characteristics are available to borrowers     
within a particular credit category based on a borrower's FICO score. Within a  
particular credit category, the borrower's FICO score is used to determine the  
applicable interest rate, maximum allowable LTV ratio and maximum available loan
amount. Generally, a borrower with a higher FICO score can obtain a loan with a 
lower rate, higher allowable LTV ratio and higher loan amount than a borrower   
within the same credit category but with a lower FICO score.                    

INTEREST ONLY ADVANTAGE PROGRAM                                                 

    This program offers borrowers the opportunity to obtain a loan that allows
them to make an interest only payment for the first two, three or five years of 
the loan. At the end of the interest only term, the borrower's loan balance is  
fully amortized for the remaining term of the loan. The initial interest only   
period provides borrowers with lower payments for a period of time allowing them
to use a greater portion of their cash flow to pay off other debt, to qualify   
for larger loan amounts or for other uses. Because there is a slightly higher   
risk associated with the absence of principal reduction for the initial interest
only period, the minimum credit score required for this program is higher than  
for the Credit Score Advantage program and the rate the borrower is charged is  
slightly higher. This program is only available to Encore's three highest credit
categories, AA, A+ and B.                                                       

SPECIALTY ADVANTAGE PROGRAM                                                     

   For those borrowers seeking Encore's highest allowable LTV ratios, Encore
offers a specialty program that offers loans with a maximum LTV ratio of up to  
100% based on either full income documentation or stated income. These programs 
offer either first or subordinate mortgages to borrowers in either of Encore's  
two highest credit categories, AA or A+. Because of the additional risk         
associated with loans with LTV ratios at the high end of what Encore offers,    
there are additional limitations that are                                       

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not placed on similar grades in other programs. These additional restrictions   
reduce the risk associated with originating loans to borrowers with these higher
LTV ratios.                                                                     

JUMBO ADVANTAGE PROGRAM                                                         

   This program offers loan amounts higher than those traditionally found in
the subprime residential mortgage market. These loans are generally in excess of
$500,000 and are made available to borrowers in Encore's two highest credit     
categories, AA or A+. Similar to Encore's Specialty Advantage program, there are
additional restrictions and requirements on this program. These additional      
restrictions and requirements are used to offset the additional risk associated 
with these loans.                                                               

  QUALITY CONTROL. Encore's quality control program is intended to monitor
loan production with the overall goal of improving the quality of loan          
production generated by Encore's retail loan operation and independent mortgage 
broker channel. Through systematically monitoring loan production, the quality  
control department can identify and communicate to management existing or       
potential underwriting and loan packaging problems or other areas of concern.   
The quality control file review ensures compliance with Encore's underwriting   
guidelines and federal and state regulations. This is accomplished by focusing  
on:                                                                             

o    the accuracy of all credit and legal information;      

 o    a collateral analysis, which may include a desk or field
     re-appraisal of the property and review of the original
appraisal;                                        

o    employment and/or income verification; and             

         o    legal document review to ensure that the necessary documents are
in place.                                         

DESCRIPTION OF THE NOTES

GENERAL                                                                         

 The Notes (defined below) will be issued pursuant to the Indenture. Set
forth below are summaries of the material terms and provisions pursuant to which
the Notes will be issued. The following summaries are subject to, and are       
qualified in their entirety by reference to, the provisions of the Indenture.   
When particular provisions or terms used in the Indenture are referred to, the  
actual provisions (including definitions of terms) are incorporated by          
reference.                                                                      

The Encore Credit Receivables Trust 2005-1, Asset-Backed Notes, Series
2005-1 (the "NOTES") will consist of:                                           

o    Class 1-A-1 Notes;                                               

  o    Class 1-A-2 Notes; (together with the Class 1-A-1 Notes, the "CLASS
1-A NOTES")                                                           

o    Class 2-A-1 Notes;                                               

o    Class 2-A-2 Notes;                                               

o    Class 2-A-3 Notes; (together with the Class 2-A-1 Notes and Class
    2-A-2 Notes, the "CLASS 2-A NOTES", and together with the Class 1-A Notes,
the "SENIOR NOTES");                                                  

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o    Class M-1 Notes;                                                 

o    Class M-2 Notes;                                                 

o    Class M-3 Notes;                                                 

o    Class M-4 Notes;                                                 

o    Class M-5 Notes;                                                 

o    Class M-6 Notes;                                                 

o    Class M-7 Notes;                                                 

   o    Class M-8 Notes; (collectively, with the Class M-1, Class M-2, Class
  M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Notes, the "MEZZANINE
NOTES"); and                                                          

    o    Class B Notes; (together, with the Mezzanine Notes, the "SUBORDINATED
NOTES").                                                              

    As used herein, the "NOTE PRINCIPAL BALANCE" for any class of Notes is the
aggregate outstanding principal balance of all Notes of such class; provided    
that, the Note Principal Balance of any class of Subordinate Notes with the     
highest payment priority to which Realized Losses have been allocated will be   
increased by the amount of any Subsequent Recoveries on the Mortgage Loans not  
previously allocated, but not by more than the amount of Realized Losses        
previously allocated to reduce the Note Principal Balance of that class.        
Generally, payments of principal and interest on the Class 1-A Notes will be    
based primarily on amounts available for payment in respect of the Mortgage     
Loans in Loan Group 1, and payments of principal and interest on the Class 2-A  
Notes will be based primarily on amounts available for payment in respect of the
Mortgage Loans in Loan Group 2. Payments of principal and interest on the       
Subordinated Notes will be based on amounts available for payment in respect of 
the Mortgage Loans in both Loan Group 1 and Loan Group 2.                       

   The Notes will be issued in book-entry form as described below. The Notes
will be issued in minimum dollar denominations of $20,000 and integral multiples
of $1,000 in excess thereof.                                                    

The Encore Credit Receivables Trust 2005-1, Owner Trust Certificates, 
Series 2005-1 (the "OWNER TRUST CERTIFICATES"), issued pursuant to the Trust    
Agreement and representing the beneficial ownership interest in the Trust are   
not offered hereby. The Owner Trust Certificates will be entitled to payments on
any Payment Date only after all required payments have been made on the Notes.  
The principal balance of the Owner Trust Certificates as of any date of         
determination will be equal to the aggregate principal balance of the Mortgage  
Loans minus the aggregate Note Principal Balance of all the Notes. The Owner    
Trust Certificates will be entitled to payments as provided in the Indenture.   

BOOK-ENTRY NOTES                                                                

The Notes will be book-entry Notes (the "BOOK-ENTRY NOTES"). Persons  
acquiring beneficial ownership interests in the Notes ("NOTE OWNERS") may elect 
to hold their Notes through the Depository Trust Company ("DTC") in the United  
States, or Clearstream, Luxembourg (as defined herein) or the Euroclear System  
("EUROCLEAR"), in Europe, if they are participants of such systems, or          
indirectly through organizations which are participants in such systems. The    
Book-Entry Notes will be issued in one or more notes which equal the aggregate  
principal balance of the Notes and will initially be registered in the name of  
Cede & Co., the nominee of DTC. Clearstream, Luxembourg and Euroclear will hold 
omnibus                                                                         

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positions on behalf of their participants through customers' securities accounts
in Clearstream, Luxembourg's and Euroclear's names on the books of their        
respective depositaries which in turn will hold such positions in customers'    
securities accounts in the depositaries' names on the books of DTC. Citibank    
will act as depositary for Clearstream, Luxembourg and Chase will act as        
depositary for Euroclear (in such capacities, individually the "RELEVANT        
DEPOSITARY" and collectively the "EUROPEAN DEPOSITARIES"). Beneficial interests 
in the Book-Entry Notes may be held in minimum denominations representing Note  
Principal Balances of $20,000 and integral multiples of $1,000 in excess        
thereof, except that one investor of each Class of Book-Entry Notes may hold a  
beneficial interest therein that is not an integral multiple of $1,000. Except  
as described below, no person acquiring a Book-Entry Note (each, a "BENEFICIAL  
OWNER") will be entitled to receive a physical note representing such Note (a   
"DEFINITIVE NOTE"). Unless and until Definitive Notes are issued, it is         
anticipated that the only Noteholder of the Notes will be Cede & Co., as nominee
of DTC. Note Owners will not be Noteholders as that term is used in the         
Indenture. Note Owners are only permitted to exercise their rights indirectly   
through the participating organizations that utilize the services of DTC,       
including securities brokers and dealers, banks and trust companies and clearing
corporations and certain other organizations ("PARTICIPANTS") and DTC.          

   The beneficial owner's ownership of a Book-Entry Note will be recorded on
the records of the brokerage firm, bank, thrift institution or other financial  
intermediary (each, a "FINANCIAL INTERMEDIARY") that maintains the beneficial   
owner's account for such purpose. In turn, the Financial Intermediary's         
ownership of such Book-Entry Note will be recorded on the records of DTC (or of 
a participating firm that acts as agent for the Financial Intermediary, whose   
interest will in turn be recorded on the records of DTC, if the beneficial      
owner's Financial Intermediary is not a DTC participant and on the records of   
Clearstream, Luxembourg or Euroclear, as appropriate).                          

     Note Owners will receive all payments of principal of, and interest on, the
Notes from the Indenture Trustee through DTC and DTC participants. While the    
Book-Entry Notes are outstanding (except under the circumstances described      
below), under the rules, regulations and procedures creating and affecting DTC  
and its operations (the "RULES"), DTC is required to make book-entry transfers  
among Participants on whose behalf it acts with respect to the Book-Entry Notes 
and is required to receive and transmit payments of principal of, and interest  
on, such Notes. Participants and organizations which have indirect access to the
DTC system, such as banks, brokers, dealers and trust companies that clear      
through or maintain a custodial relationship with a Participant, either directly
or indirectly ("INDIRECT PARTICIPANTS"), with whom Note Owners have accounts    
with respect to Book-Entry Notes are similarly required to make book-entry      
transfers and receive and transmit such payments on behalf of their respective  
Note Owners. Accordingly, although Note Owners will not possess notes, the Rules
provide a mechanism by which Note Owners will receive payments and will be able 
to transfer their interest.                                                     

   Note Owners will not receive or be entitled to receive notes representing
their respective interests in the Book-Entry Notes, except under the limited    
circumstances described below. Unless and until Definitive Notes are issued,    
Note Owners who are not Participants may transfer ownership of Book-Entry Notes 
only through Participants and Indirect Participants by instructing such         
Participants and Indirect Participants to transfer Book-Entry Notes, by         
book-entry transfer, through DTC for the account of the purchasers of such      
Notes, which account is maintained with their respective Participants. Under the
Rules and in accordance with DTC's normal procedures, transfers of ownership of 
Book-Entry Notes will be executed through DTC and the accounts of the respective
Participants at DTC will be debited and credited. Similarly, the Participants   
and Indirect Participants will make debits or credits, as the case may be, on   
their records on behalf of the selling and purchasing Note Owners.              

Because of time zone differences, credits of securities received in   
Clearstream, Luxembourg or Euroclear as a result of a transaction with a        
Participant will be made during, subsequent securities settlement processing and
dated the business day following, the DTC settlement date. Such credits or any  

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transactions in such securities, settled during such processing will be reported
to the relevant Euroclear or Clearstream, Luxembourg Participants on such       
business day. Cash received in Clearstream, Luxembourg or Euroclear, as a result
of sales of securities by or through a Clearstream, Luxembourg Participant or   
Euroclear Participant to a DTC Participant, will be received with value on the  
DTC settlement date but will be available in the relevant Clearstream,          
Luxembourg or Euroclear cash account only as of the business day following      
settlement in DTC. For information with respect to tax documentation procedures,
relating to the Book-Entry Notes, SEE "MATERIAL FEDERAL INCOME TAX              
CONSEQUENCES--TAX TREATMENT OF FOREIGN INVESTORS" IN THE PROSPECTUS AND "GLOBAL,
CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES--MATERIAL U.S. FEDERAL   
INCOME TAX DOCUMENTATION REQUIREMENTS" IN ANNEX I HERETO.                       

 Transfers between Participants will occur in accordance with DTC rules.
Transfers between Clearstream, Luxembourg and Euroclear Participants will occur 
in accordance with their respective rules and operating procedures.             

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

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

Clearstream Banking, societe anonyme, 67 Bd Grande-Duchesse Charlotte,
L-2967 Luxembourg ("CLEARSTREAM, LUXEMBOURG"), was incorporated in 1970 as      
"CLEARSTREAM, LUXEMBOURG S.A." a company with limited liability under Luxembourg
law (a societe anonyme). Clearstream, Luxembourg S.A. subsequently changed its  
name to Cedelbank. On January 10, 2000, Cedelbank's parent company, Clearstream,
Luxembourg International, societe anonyme ("CI") merged its clearing, settlement
and custody business with that of Deutsche Borse Clearing AG ("DBC"). The merger
involved the transfer by CI of substantially all of its assets and liabilities  
(including its shares in CB) to a new Luxembourg company, New Clearstream,      
Luxembourg International, societe anonyme ("NEW CI"), which is 50% owned by CI  
and 50% owned by DBC's parent company Deutsche Borse AG. The shareholders of    
these two entities are banks, securities dealers and financial institutions.    
Clearstream, Luxembourg International currently has 92 shareholders, including  
U.S. financial institutions or their subsidiaries. No single entity may own more
than 5 percent of Clearstream, Luxembourg International's stock.                

Further to the merger, the Board of Directors of New Clearstream,     
Luxembourg International decided to re-name the companies in the group in order 
to give them a cohesive brand name. The new brand name that was chosen is       
"CLEARSTREAM" with effect from January 14, 2000. New CI has been renamed        
"CLEARSTREAM INTERNATIONAL, SOCIETE ANONYME." On January 18, 2000, Cedelbank was
renamed                                                                         

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"CLEARSTREAM BANKING, SOCIETE ANONYME" and Clearstream, Luxembourg Global       
Services was renamed "CLEARSTREAM SERVICES, SOCIETE ANONYME."                   

   On January 17, 2000, DBC was renamed "Clearstream Banking AG." This means
that there are now two entities in the corporate group headed by Clearstream    
International which share the name "CLEARSTREAM BANKING," the entity previously 
named "CEDELBANK" and the entity previously named "DEUTSCHE BORSE CLEARING AG". 

    Clearstream, Luxembourg holds securities for its customers and facilitates
the clearance and settlement of securities transactions between Clearstream,    
Luxembourg customers through electronic book-entry changes in accounts of       
Clearstream, Luxembourg customers, thereby eliminating the need for physical    
movement of notes. Transactions may be settled by Clearstream, Luxembourg in any
of 36 currencies, including United States Dollars. Clearstream, Luxembourg      
provides to its customers, among other things, services for safekeeping,        
administration, clearance and settlement of internationally traded securities   
and securities lending and borrowing. Clearstream, Luxembourg also deals with   
domestic securities markets in over 30 countries through established depository 
and custodial relationships. Clearstream, Luxembourg is registered as a bank in 
Luxembourg, and as such is subject to regulation by the Commission de           
Surveillance du Secteur Financier, "CSSF," which supervises Luxembourg banks.   
Clearstream, Luxembourg's customers are world-wide financial institutions       
including underwriters, securities brokers and dealers, banks, trust companies  
and clearing corporations. Clearstream, Luxembourg's U.S. customers are limited 
to securities brokers and dealers, and banks. Currently, Clearstream, Luxembourg
has approximately 2,000 customers located in over 80 countries, including all   
major European countries, Canada, and the United States. Indirect access to     
Clearstream, Luxembourg is available to other institutions that clear through or
maintain a custodial relationship with an account holder of Clearstream,        
Luxembourg. Clearstream, Luxembourg has established an electronic bridge with   
Euroclear Bank S.A./N.V. as the Operator of the Euroclear System (the "EUROCLEAR
OPERATOR") in Brussels to facilitate settlement of trades between Clearstream,  
Luxembourg and the Euroclear Operator.                                          

Euroclear was created in 1968 to hold securities for participants of  
Euroclear ("EUROCLEAR Participants") and to clear and settle transactions       
between Euroclear Participants through simultaneous electronic book-entry       
delivery against payment, thereby eliminating the need for physical movement of 
notes and any risk from lack of simultaneous transfers of securities and cash.  
Transactions may now be settled in any of 32 currencies, including United States
dollars. Euroclear includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries         
generally similar to the arrangements for cross-market transfers with DTC       
described above.                                                                

Euroclear is operated by the Brussels, Belgium office of the Euroclear
Operator, under contract with Euroclear Clearance Systems S.C., a Belgian       
cooperative corporation (the "COOPERATIVE"). All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and         
Euroclear cash accounts are accounts with the Euroclear Operator, not the       
Cooperative. The Cooperative establishes policy for Euroclear on behalf of      
Euroclear Participants. Euroclear Participants include banks (including central 
banks), securities brokers and dealers and other professional financial         
intermediaries. Indirect access to Euroclear is also available to other firms   
that clear through or maintain a custodial relationship with a Euroclear        
Participant, either directly or indirectly.                                     

   The Euroclear Operator has a banking license from the Belgian Banking and
Finance Commission. This license authorizes the Euroclear Operator to carry out 
banking activities on a global basis.                                           

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the     
related Operating Procedures of the Euroclear                                   

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System and applicable Belgian law (collectively, the "TERMS AND CONDITIONS").   
The Terms and Conditions govern transfers of securities and cash within         
Euroclear, withdrawals of securities and cash from Euroclear, and receipts of   
payments with respect to securities in Euroclear. All securities in Euroclear   
are held on a fungible basis without attribution of specific notes to specific  
securities clearance accounts. The Euroclear Operator acts under the Terms and  
Conditions only on behalf of Euroclear Participants, and has no record of or    
relationship with persons holding through Euroclear Participants.               

   Payments on the Book-Entry Notes will be made on each Payment Date by the
Indenture Trustee to DTC. DTC will be responsible for crediting the amount of   
such payments to the accounts of the applicable DTC participants in accordance  
with DTC's normal procedures. Each DTC participant will be responsible for      
disbursing such payments to the beneficial owners of the Book-Entry Notes that  
it represents and to each Financial Intermediary for which it acts as agent.    
Each such Financial Intermediary will be responsible for disbursing funds to the
beneficial owners of the Book-Entry Notes that it represents.                   

  Under a book-entry format, beneficial owners of the Book-Entry Notes may
experience some delay in their receipt of payments, since such payments will be 
forwarded by the Indenture Trustee to Cede & Co. Payments with respect to       
Book-Entry Notes held through Clearstream, Luxembourg or Euroclear will be      
credited to the cash accounts of Clearstream, Luxembourg Participants or        
Euroclear Participants in accordance with the relevant system's rules and       
procedures, to the extent received by the Relevant Depositary. Such payments    
will be subject to tax reporting in accordance with relevant United States tax  
laws and regulations. See "Material Federal Income Tax Consequences--Tax        
Treatment of Foreign Investors" and "Miscellaneous Tax Aspects--Backup          
Withholding" in the prospectus. Because DTC can only act on behalf of Financial 
Intermediaries, the ability of a beneficial owner to pledge Book-Entry Notes to 
persons or entities that do not participate in the depository system, or        
otherwise take actions in respect of such Book-Entry Notes, may be limited due  
to the lack of physical notes for such Book-Entry Notes. In addition, issuance  
of the Book-Entry Notes in book-entry form may reduce the liquidity of such     
Notes in the secondary market since certain potential investors may be unwilling
to purchase Notes for which they cannot obtain physical notes.                  

    Monthly and annual reports on the Trust provided by the Master Servicer to
Cede & Co., as nominee of DTC, may be made available to beneficial owners upon  
request, in accordance with the rules, regulations and procedures creating and  
affecting DTC or the Relevant Depositary, and to the Financial Intermediaries to
whose DTC accounts the Book-Entry Notes of such beneficial owners are credited. 

  DTC has advised the Depositor and the Indenture Trustee that, unless and
until Definitive Notes are issued, DTC will take any action permitted to be     
taken by the holders of the Book-Entry Notes under the Indenture only at the    
direction of one or more Financial Intermediaries to whose DTC accounts the     
Book-Entry Notes are credited, to the extent that such actions are taken on     
behalf of Financial Intermediaries whose holdings include such Book-Entry Notes.
Clearstream, Luxembourg or the Euroclear Operator, as the case may be, will take
any other action permitted to be taken by a holder of a Note under the Indenture
on behalf of a Clearstream, Luxembourg or Euroclear Participant only in         
accordance with its relevant rules and procedures and subject to the ability of 
the Relevant Depositary to effect such actions on its behalf through DTC. DTC   
may take actions, at the direction of the related Participants, with respect to 
some Book-Entry Notes which conflict with actions taken with respect to other   
Book-Entry Notes.                                                               

Definitive Notes will be issued to beneficial owners of the Book-Entry
Notes, or their nominees, rather than to DTC, only if (a) DTC or the Depositor  
advises the Indenture Trustee in writing that DTC is no longer willing,         
qualified or able to discharge properly its responsibilities as nominee and     
depositary, with respect to the Book-Entry Notes and the Depositor or the       
Indenture Trustee is unable to locate a                                         

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qualified successor or (b) after the occurrence of an Event of Default (as      
defined herein), beneficial owners having not less than 51% of the Note         
Principal Balance of the Notes (as defined herein) evidenced by the Notes advise
the Indenture Trustee and DTC through the Financial Intermediaries and the DTC  
participants in writing that the continuation of a book-entry system through DTC
(or a successor thereto) is no longer in the best interests of beneficial owners
of such Class.                                                                  

Upon the occurrence of any of the events described in the immediately 
preceding paragraph, the Indenture Trustee will be required to notify all       
beneficial owners of the occurrence of such event and the availability through  
DTC of Definitive Notes. Upon surrender by DTC of the global note or notes      
representing the Book-Entry Notes and instructions for re-registration, the     
Indenture Trustee will issue Definitive Notes, and thereafter the Indenture     
Trustee will recognize the holders of such Definitive Notes as holders of the   
Notes under the Indenture.                                                      

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

DEPOSITS TO THE COLLECTION ACCOUNT                                              

  The Master Servicer will establish and initially maintain a note account
(the "COLLECTION ACCOUNT") for the benefit of the Indenture Trustee on behalf of
the Noteholders. On a daily basis and within two Business Days after receipt,   
the Master Servicer will deposit or cause to be deposited into the Collection   
Account the following payments and collections received or made or to be applied
by it subsequent to the Cut-off Date, including all principal and interest      
received with respect to the Mortgage Loans after the Cut-off Date (exclusive of
any scheduled principal due on or prior to the Cut-off Date and any interest    
accruing prior to the Cut-off Date):                                            

  (1)  all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;                                             

          (2)  all payments on account of interest (other than interest accruing
on the Mortgage Loans prior to the related Cut-off Date and due on or prior to  
the related Cut-off Date) on the Mortgage Loans, net of the related Servicing   
Fee and Master Servicing Fee;                                                   

   (3)  all proceeds of any insurance policies (to the extent such
proceeds are not applied to the restoration of the property or released to the  
mortgagor in accordance with the Master Servicer's or the Subservicer's normal  
servicing procedures), other than proceeds that represent reimbursement of the  
Master Servicer's or the Subservicer's costs and expenses incurred in connection
with presenting claims under the related insurance policies ("INSURANCE         
PROCEEDS"), all other net proceeds received in connection with the partial or   
complete liquidation of Mortgage Loans (whether through trustee's sale,         
foreclosure sale or otherwise) or in connection with any condemnation or partial
release of a Mortgaged Property, together with the net proceeds received with   
respect to any Mortgaged Properties acquired by the Master Servicer or the      
Subservicer by foreclosure or deed in lieu of foreclosure in connection with    
defaulted Mortgage Loans (other than the amount of such net proceeds            
representing any profit realized by the Master Servicer in connection with the  
disposition of any such properties) (together with Insurance Proceeds,          
"LIQUIDATION PROCEEDS") and any unexpected recoveries, net of reimbursable      
expenses, with respect to Mortgage Loans that have been previously liquidated   
and that resulted in a Realized Loss ("SUBSEQUENT RECOVERIES");                 

      (4)  all Compensating Interest paid by the Master Servicer and the
Servicer;                                                                       

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          (5)  any amount required to be deposited by the Master Servicer or the
Servicer in connection with any losses on investment of funds in the Collection 
Account;                                                                        

       (6)  any amounts required to be deposited by the Master Servicer or
the Servicer with respect to any deductible clause in any blanket hazard        
insurance policy maintained by the Master Servicer or the Servicer in lieu of   
requiring each mortgagor to maintain a primary hazard insurance policy;         

(7)  all amounts required to be deposited in connection with
shortfalls in the principal amount of Replacement Mortgage Loans; and           

(8)  all Advances.                                          

WITHDRAWALS FROM THE COLLECTION ACCOUNT                                         

The Master Servicer may from time to time withdraw funds from the     
Collection Account prior to the related Payment Account Deposit Date for the    
following purposes:                                                             

(1)  to pay to the Master Servicer the Master Servicing Fee and the   
Servicer the Servicing Fee to the extent not previously paid to or withheld by  
the Master Servicer or the Servicer (subject to reduction as described above    
under "THE SERVICING AGREEMENT--ADJUSTMENT TO THE MASTER SERVICING FEE AND THE  
SERVICING FEE IN CONNECTION WITH PREPAID MORTGAGE LOANS") and, as additional    
servicing compensation to the Master Servicer or the Servicer, assumption fees, 
late payment charges, net earnings on or investment income with respect to funds
in or credited to the Collection Account;                                       

(2)  to reimburse the Master Servicer, Servicer or the Subservicer for
Advances, such right of reimbursement with respect to any Mortgage Loan pursuant
to this clause (2) being limited to amounts received that represent late        
recoveries of payments of principal and/or interest on the related Mortgage Loan
(or Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries with      
respect thereto) with respect to which such Advance was made;                   

    (3)  to reimburse the Master Servicer, Servicer or the Subservicer for any
Advances previously made that the Master Servicer, Servicer or Subservicer has  
determined to be nonrecoverable;                                                

    (4)  to reimburse the Master Servicer from Insurance Proceeds for expenses
incurred by the Master Servicer and covered by the related insurance policies;  

  (5)  to pay the Master Servicer any unpaid Master Servicing Fees and the
Servicer any unpaid Servicing Fees and to reimburse it for any unreimbursed     
ordinary and necessary out-of-pocket costs and expenses incurred by the Master  
Servicer or the Servicer in the performance of its master servicing or servicing
obligations, as applicable, such right of reimbursement pursuant to this clause 
(5) being limited to amounts received representing late recoveries of the       
payments of such costs and expenses (or Liquidation Proceeds, purchase proceeds 
or repurchase proceeds with respect thereto);                                   

   (6)  to pay to the Seller or the Servicer, as applicable, with respect to
each Mortgage Loan or Mortgaged Property acquired in respect thereof that has   
been purchased by the Seller or the Servicer from the Trust pursuant to the     
Servicing Agreement or the ECC Capital Servicing Agreement, all amounts received
thereon and not taken into account in determining the related Stated Principal  
Balance of such repurchased Mortgage Loan;                                      

(7)  to reimburse the Seller, the Master Servicer, the Servicer, the  
Subservicer or the Depositor for fees and expenses incurred and reimbursable    
pursuant to the Servicing Agreement or the ECC Capital Servicing Agreement;     

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 (8)  to withdraw any amount deposited in the Collection Account and not
required to be deposited therein; and                                           

    (9)  to clear and terminate the Collection Account upon termination of the
Indenture.                                                                      

In addition, not later than 1:00 p.m. Pacific Time on the Business Day
immediately preceding each Payment Date (the "PAYMENT ACCOUNT DEPOSIT DATE"),   
the Master Servicer shall withdraw from the Collection Account and remit to the 
Indenture Trustee the amount of the Interest Remittance Amount and the Principal
Remittance Amount for the mortgage loans, to the extent on deposit, and the     
Indenture Trustee shall deposit such amount in the Payment Account, as described
below.                                                                          

   In addition, during the Funding Period, amounts on deposit in the Group 1
and Group 2 Pre-Funding Accounts will earn a limited amount of interest which   
will primarily be available to the related Noteholders. The interest earned will
be significantly less than interest generated by the Mortgage Loans in the      
Trust.                                                                          

The "INTEREST REMITTANCE AMOUNT" equals:                              

(a)  the sum, without duplication, of:                                

        (1)  all scheduled interest collected during the related Due Period,
less the related Servicing Fee;                                                 

          (2)  interest payments on any Principal Prepayment received during the
related Prepayment Period other than Prepayment Interest Excess;                

(3)  all Advances relating to interest;                     

(4)  all Compensating Interest;                             

      (5)  Liquidation Proceeds (to the extent such Liquidation Proceeds
relate to interest); and                                                        

         (6)  interest earned on amounts on deposit in the Group 1 and Group 2
Pre-Funding Account,                                                            

LESS                                                                  

     (b)  all non-recoverable Advances relating to interest and certain expenses
reimbursed during the related Due Period, in each case with respect to the      
Mortgage Loans in such Loan Group.                                              

    The "PRINCIPAL REMITTANCE AMOUNT" with respect to each Loan Group is equal
to:                                                                             

(a)  the sum, without duplication, of:                                

      (1)  the scheduled principal due during the related Due Period and
collected on or before the related Determination Date or advanced on or before  
the related Master Servicer Advance Date;                                       

(2)  prepayments collected in the related Prepayment Period;

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    (3)  the Stated Principal Balance of each Mortgage Loan that was
repurchased by the Seller or purchased by the Master Servicer;                  

    (4)  the amount, if any, by which the aggregate unpaid principal
balance of any Replacement Mortgage Loans is less than the aggregate unpaid     
principal balance of any Deleted Mortgage Loans delivered by the Seller in      
connection with a substitution of a Mortgage Loan; and                          

     (5)  all Liquidation Proceeds and Subsequent Recoveries collected
during the related Due Period (to the extent such Liquidation Proceeds and      
Subsequent Recoveries relate to principal),                                     

LESS                                                                  

(b)  all non-recoverable Advances relating to principal and certain   
expenses reimbursed during the related Due Period, in each case with respect to 
the Mortgage Loans in such Loan Group.                                          

    A "DUE PERIOD" with respect to any Payment Date is the period beginning on
the second day of the calendar month preceding the calendar month in which such 
Payment Date occurs and ending on the first day in the month in which such      
Payment Date occurs.                                                            

A "PREPAYMENT PERIOD" with respect to any Payment Date, is the period 
beginning with the opening of business on the sixteenth day of the calendar     
month preceding the month in which such Payment Date occurs (or, with respect to
the first Payment Date, the period from February 1, 2005) and ending on the     
close of business on the fifteenth day of the month in which such Payment Date  
occurs.                                                                         

     A "DETERMINATION DATE" with respect to any Payment Date, is the 15th day of
the month of such Payment Date or, if such 15th day is not a Business Day, the  
immediately preceding Business Day.                                             

DEPOSITS TO THE PAYMENT ACCOUNT                                                 

  The Indenture Trustee will establish and maintain a payment account (the
"PAYMENT ACCOUNT") on behalf of the Noteholders. The Indenture Trustee will,    
promptly upon receipt, deposit in the Payment Account and retain therein:       

    (1)  the aggregate amount remitted by the Master Servicer to the
Indenture Trustee;                                                              

        (2)  the amount, if any, remaining in the Pre-Funding Account at the
end of the Funding Period; and                                                  

      (3)  any amount required to be deposited by the Master Servicer in
connection with any losses on investment of funds in the Payment Account.       

WITHDRAWALS FROM THE PAYMENT ACCOUNT                                            

The Indenture Trustee will withdraw funds from the Payment Account for
payment to the Noteholders as described below under "--PAYMENTS" and may from   
time to time make withdrawals from the Payment Account:                         

   (1)  to pay the Indenture Trustee Fee to the Indenture Trustee;

(2)  to pay to the Master Servicer, as additional servicing 
compensation, earnings on or investment income with respect to funds in or      
credited to the Payment Account;                                                

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        (3)  to withdraw any amount deposited in the Payment Account and not
required to be deposited therein;                                               

        (4)  to clear and terminate the Payment Account upon the termination
of the Indenture; and                                                           

(5)  to the Swap Provider, any Net Swap Payments or any Swap
Termination Payment (not triggered by a Swap Provider Trigger Event).           

PAYMENTS                                                                        

GENERAL. The Indenture Trustee will make payments on the Notes on each
Payment Date to the persons in whose names such Notes are registered at the     
close of business on the Record Date. For any Payment Date, the "RECORD DATE" is
the Business Day preceding such Payment Date in the case of the Notes unless    
such Notes are no longer Book-Entry Notes, in which case the Record Date will be
the last Business Day of the month preceding the month of such Payment Date.    

 A "PAYMENT DATE" is the 25th day of each month, or if such day is not a
Business Day, on the first Business Day thereafter, commencing in March 2005.   

A "BUSINESS DAY" is any day other than:                               

o    a Saturday or Sunday; or                                         

o    a day on which banking institutions in the state of New York or  
California are required or authorized by law to be closed.            

     Payments will be made by check mailed to the address of the person entitled
thereto as it appears on the Note Register or, in the case of any Noteholder    
that holds 100% of a Class of Notes or who holds a Class of Notes with an       
aggregate initial Note Principal Balance of $1,000,000 or more and that has so  
notified the Indenture Trustee in writing in accordance with the Indenture, by  
wire transfer in immediately available funds to the account of such Noteholder  
at a bank or other depository institution having appropriate wire transfer      
facilities; provided, however, that the final payment in retirement of the Notes
will be made only upon presentation and surrender of such Notes at the Corporate
Trust Office of the Indenture Trustee. On each Payment Date, a holder of a Note 
will receive such holder's Percentage Interest of the amounts required to be    
paid with respect to the applicable Class of Notes. The "PERCENTAGE INTEREST"   
evidenced by a Note will equal the percentage derived by dividing the principal 
amounts of such Note by the aggregate principal amounts of all Notes of the     
applicable Class.                                                               

     PAYMENTS OF INTEREST. On each Payment Date, the interest distributable with
respect to the Notes is the interest which has accrued thereon at the then      
applicable Note Rate during the applicable Accrual Period on the Note Principal 
Balance immediately prior to the applicable Payment Date. For any Payment Date, 
the "ACCRUAL PERIOD" for the Notes is the period from and including the         
preceding Payment Date (or from and including the Closing Date in the case of   
the first Payment Date) to and including the day prior to the current Payment   
Date.                                                                           

  All calculations of interest on the Notes will be made on the basis of a
360-day year and the actual number of days elapsed in the applicable Accrual    
Period.                                                                         

     On each Payment Date, the Interest Funds for such Payment Date are required
to be distributed in the following order of priority, until such Interest Funds 
have been fully distributed:                                                    

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(1)  concurrently,                                          

          (a)  from the Interest Funds for Loan Group 1 (and after the
               payment of Interest Funds from Loan Group 2 as provided in clause
            (b) below, from Interest Funds for Loan Group 2), to the Class
            1-A Notes, the Current Interest and any Interest Carry Forward
Amount for such Class, and                        

          (b)  from the Interest Funds for Loan Group 2 (and after the
               payment of Interest Funds from Loan Group 1 as provided in clause
            (a) above, from Interest Funds for Loan Group 1), to the Class
            2-A Notes, the Current Interest and any Interest Carry Forward
Amount for such Class;                            

          (2)  from Interest Funds for both Loan Groups, to the Class M-1 Notes,
the Current Interest for such Class;                                            

          (3)  from Interest Funds for both Loan Groups, to the Class M-2 Notes,
the Current Interest for such Class;                                            

          (4)  from Interest Funds for both Loan Groups, to the Class M-3 Notes,
the Current Interest for such Class;                                            

          (5)  from Interest Funds for both Loan Groups, to the Class M-4 Notes,
the Current Interest for such Class;                                            

          (6)  from Interest Funds for both Loan Groups, to the Class M-5 Notes,
the Current Interest for such Class;                                            

          (7)  from Interest Funds for both Loan Groups, to the Class M-6 Notes,
the Current Interest for such Class;                                            

          (8)  from Interest Funds for both Loan Groups, to the Class M-7 Notes,
the Current Interest for such Class;                                            

          (9)  from Interest Funds for both Loan Groups, to the Class M-8 Notes,
the Current Interest for such Class;                                            

        (10) from Interest Funds for both Loan Groups, to the Class B Notes,
the Current Interest for such Class; and                                        

        (11) any remainder as part of the Excess Cashflow as described under
"--OVERCOLLATERALIZATION PROVISIONS" below.                                     

The "INTEREST FUNDS" are equal to (a) the sum of (1) the Interest     
Remittance Amount, (2) such Loan Group's pro rata share of any Net Swap Payments
or Swap Termination Payment received from the Swap Provider relating to such    
Payment Date and (3) such Loan Group's pro rata share of the Cap Contract       
Payment Amount received by the Indenture Trustee relating to such Payment Date  
less (b) such Loan Group's pro rata share of the Trustee Fee and any Net Swap   
Payments or Swap Termination Payments not due to a Swap Provider Trigger Event  
owed to the Indenture Trustee for payment to the Swap Provider.                 

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     The "CURRENT INTEREST" with respect to each Class of Notes and each Payment
Date is the interest accrued at the applicable Note Rate for the applicable     
Accrual Period on the Note Principal Balance of such Class immediately prior to 
that Payment Date.                                                              

     The "INTEREST CARRY FORWARD AMOUNT" with respect to each Class of Notes and
each Payment Date is THE EXCESS OF:                                             

      (a)  Current Interest for such Class with respect to prior Payment
Dates,                                                                          

OVER                                                                  

        (b)  the amount actually paid to such Class with respect to interest
on such prior Payment Dates.                                                    

  The "NOTE RATE" for each Class of Notes for any Accrual Period will be a
per annum rate equal to the least of:                                           

(1)  One-Month LIBOR (calculated as described below under   
"--CALCULATION OF ONE-MONTH LIBOR") plus the Note Margin for such Class,        

(2)  the Available Funds Rate for such Class, and           

(3)  Maximum Note Rate.                                     

  The "AVAILABLE FUNDS RATE" with respect to any Payment Date, a per annum
rate equal to the sum of (A) the product of (i) 30 divided by the actual number 
of days in the related Interest Accrual Period (ii) the aggregate principal     
balance of the Mortgage Loans as of the end of the related Due Period, divided  
by aggregate Note Principal Balance of the Notes immediately prior to such      
Payment Date, and (iii) the weighted average of the Adjusted Net Mortgage Rates 
on the Mortgage Loans for the related Due Period, weighted on the basis of the  
principal balances thereof as of the end of the related Due Period (after giving
effect to principal prepayments in the related Prepayment Period), (B) the      
product of (i) 360 divided by the actual number of days in the related Interest 
Accrual Period and (ii) the amount of interest earned on amounts on deposit in  
the Pre-Funding Accounts from the prior Payment Date to the current Payment     
Date, divided by the aggregate Note Principal Balance of the Notes immediately  
prior to such Payment date and (C) the product of (i) 360 divided by the actual 
number of days in the related Interest Accrual Period and (ii) the sum (1) any  
Net Swap Payments payable to the trust by the Swap Provider under the Swap      
Agreement for such Payment Date and (2) any amount payable under the Cap        
Contract for such Payment Date, divided by the aggregate Note Principal Balance 
of the Notes immediately prior to such Payment date, minus (D) a per annum rate,
equal to the product of (i) 360 divided by the actual number of days in the     
related Interest Accrual Period and (ii) the sum of any Net Swap Payments and   
any Swap Termination Payment (other than certain Swap Termination Payments      
resulting from an event of default or certain termination events with respect to
the Swap Provider) payable by the trust under the Swap Agreement for such       
Payment Date, divided by the aggregate Note Principal Balance of the Notes      
immediately prior to such Payment Date.                                         

The "MAXIMUM NOTE RATE" for each Payment Date will be 12.00%          

The "ADJUSTED NET MORTGAGE RATE" with respect to each Mortgage Loan is
equal to the Mortgage Rate less the related Expense Fee Rate.                   

    The "EXPENSE FEE RATE" is the rate at which the Expense Fee accrues on the
principal balance of each Mortgage Loan. The "EXPENSE FEE" consists of the      
Master Servicing Fee, the Servicing Fee and the                                 

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Indenture Trustee Fee. The "INDENTURE TRUSTEE FEE" is the fee payable to the    
Indenture Trustee as described in the Indenture. As of the Statistical          
Calculation Date, the weighted average Expense Fee Rate is expected to equal    
approximately 0.510% per annum.                                                 

The "NOTE MARGIN" for each Class of Notes is as follows:              

                                             (1)               (2)
                                             ------             ------
     Class 1-A-1......................       0.200%             0.400%
     Class 1-A-2......................       0.250%             0.500%
     Class 2-A-1......................       0.090%             0.180%
     Class 2-A-2......................       0.200%             0.400%
     Class 2-A-3......................       0.320%             0.640%
     Class M-1........................       0.440%             0.660%
     Class M-2........................       0.460%             0.690%
     Class M-3........................       0.490%             0.735%
     Class M-4........................       0.680%             1.020%
     Class M-5........................       0.700%             1.050%
     Class M-6........................       0.750%             1.125%
     Class M-7........................       1.300%             1.950%
     Class M-8........................       1.400%             2.100%
     Class B..........................       2.000%             3.000%

------------                                                                    
(1)  For the Accrual Period for each Payment Date on or prior to the Optional   
Termination Date.                                                     
(2)  For the Accrual Period for each Payment Date after the Optional Termination
Date.                                                                 

  The "NET RATE CARRYOVER" for a Class of Notes on any Payment Date is the
excess of:                                                                      

      (1)  the amount of interest that such Class would have accrued for
such Payment Date had the Note Rate for that Class not been calculated based on 
the lesser of the Maximum Note Rate or the Available Funds Rate,                

OVER                                                                  

      (2)  the amount of interest accrued on such Class for such Payment
Date based on the lesser of the Maximum Note Rate or the Available Funds Rate,  
as applicable,                                                                  

plus, on any Payment Date, the unpaid portion of any such excess from prior     
Payment Dates (and interest accrued thereon at the then applicable Note Rate,   
without giving effect to the Maximum Note Rate or the Available Funds Rate, as  
applicable).                                                                    

   PAYMENTS OF PRINCIPAL. On each Payment Date, the Principal Payment Amount
for such Payment Date with respect to each Loan Group is required to be         
distributed as follows until such Principal Payment Amount has been fully       
distributed:                                                                    

       (1)  For each Payment Date prior to the Stepdown Date or on which a
Trigger Event is in effect:                                                     

     (A)  concurrently, (i) from the Principal Payment Amount for Loan
    Group 1, to the Class 1-A-1 Notes and Class 1-A-2 Notes, concurrently on a
pro rata basis, until the Note                                        

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  Principal Balances thereof have been reduced to zero; provided, however,
  that if a Group 1 Sequential Trigger Event is in effect, sequentially to
  the Class 1-A-1 Notes and Class 1-A-2 Notes, in that order, in each case
    until the Note Principal Balance thereof has been reduced to zero and (ii)
  from the Principal Payment Amount for Loan Group 2, sequentially, to the
     Class 2-A-1, Class 2-A-2 and Class 2-A-3 Notes, in that order, in each case
until the Note Principal Balance thereof has been reduced to zero;    
    provided, however, that if (a) the aggregate Note Principal Balance of the
    Senior Notes is greater than the aggregate Stated Principal Balance of the
  Mortgage Loans and (b) the aggregate Note Principal Balance of the Class
2-A Notes is greater than the Stated Principal Balance of the Mortgage
 Loans in Loan Group 2, the payments on the Class 2-A-1, Class 2-A-2 and
    Class 2-A-3 Notes will be made concurrently on a pro rata basis, until the
Note Principal Balances thereof have been reduced to zero; provided,  
further, that (x) after the Note Principal Balances of the Class 1-A-1
Notes and Class 1-A-2 Notes have been reduced to zero, the Principal  
  Payment Amount from both Loan Groups will be applied to the Class 2-A-1,
    Class 2-A-2 and Class 2-A-3 Notes in the manner described above, until the
     Note Principal Balances thereof have been reduced to zero and (y) after the
 Note Principal Balances of the Class 2-A-1, Class 2-A-2 and Class 2-A-3
 Notes have been reduced to zero, the Principal Payment Amount from both
    Loan Groups will be applied to the Class 1-A-1 Notes and Class 1-A-2 Notes
  in the manner described above, until the Note Principal Balances thereof
have been reduced to zero;                                            

        (B)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-1 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (C)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-2 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (D)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-3 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (E)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-4 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (F)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-5 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (G)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-6 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (H)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-7 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (I)  the remaining Principal Payment Amount for both Loan Groups, to
     the Class M-8 Notes, until the Note Principal Balance thereof is reduced to
zero;                                                                 

        (J)  the remaining Principal Payment Amount for both Loan Groups, to
   the Class B Notes, until the Note Principal Balance thereof is reduced to
zero; and                                                             

        (K)  any remainder as part of the Excess Cashflow to be allocated as
described under "-- OVERCOLLATERALIZATION PROVISIONS" below.          

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        (2)  For each Payment Date on or after the Stepdown Date and so long
as a Trigger Event is not in effect:                                            

        (A)  concurrently, (i) the Class 1-A Principal Payment Amount to the
    Class 1-A-1 Notes and Class 1-A-2 Notes, concurrently on a pro rata basis,
 until the Note Principal Balances thereof have been reduced to zero and
(ii) the Class 2-A Principal Payment Amount will be distributed       
 sequentially, to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Notes, in
    that order, in each case until the Note Principal Balance thereof has been
reduced to zero; provided, however, that if (a) the aggregate Note    
    Principal Balance of the Senior Notes is greater than the aggregate Stated
Principal Balance of the Mortgage Loans and (b) the aggregate Note    
Principal Balance of the Class 2-A Notes is greater than the Stated   
  Principal Balance of the Mortgage Loans in Loan Group 2, the payments on
the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Notes will be made       
     concurrently on a pro rata basis, until the Note Principal Balances thereof
    have been reduced to zero; provided, further, that (x) after the aggregate
     Note Principal Balance of the Class 1-A Notes has been reduced to zero, the
   remaining Class 1-A Principal Payment Amount will be applied to the Class
  2-A Notes in the same order, up to the amount of the Class 2-A Principal
  Payment Amount remaining undistributed, until the Note Principal Balance
     thereof has been reduced to zero and (y) after the aggregate Note Principal
Balance of the Class 2-A Notes has been reduced to zero, the remaining
   Class 2-A Principal Payment Amount will be applied to the Class 1-A Notes
in the same order, up to the amount of the Class 1-A Principal Payment
  Amount remaining undistributed, until the Note Principal Balance thereof
has been reduced to zero;                                             

       (B)  to the Class M-1 Notes, the Class M-1 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (C)  to the Class M-2 Notes, the Class M-2 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (D)  to the Class M-3 Notes, the Class M-3 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (E)  to the Class M-4 Notes, the Class M-4 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (F)  to the Class M-5 Notes, the Class M-5 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (G)  to the Class M-6 Notes, the Class M-6 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (H)  to the Class M-7 Notes, the Class M-7 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

       (I)  to the Class M-8 Notes, the Class M-8 Principal Payment Amount
until the Note Principal Balance thereof is reduced to zero;          

         (J)  to the Class B Notes, the Class B Principal Payment Amount until
the Note Principal Balance thereof is reduced to zero; and            

        (K)  any remainder as part of the Excess Cashflow to be allocated as
described under "--OVERCOLLATERALIZATION PROVISIONS" below.           

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 "PRINCIPAL PAYMENT AMOUNT" with respect to each Payment Date and a Loan
Group is the sum of:                                                            

        (1)  the Extra Principal Payment Amount for such Loan Group for such
ayment Date;                                                                    

     (2)  the Principal Remittance Amount for such Loan Group for such
Payment Date; and                                                               

     (3)  for the June 2005 Payment Date, any amounts remaining in the
Pre-Funding Account after the end of the Funding Period (net of any investment  
income therefrom allocated to that loan group,                                  

MINUS                                                                 

         (4)  the amount of any related Overcollateralization Reduction Amount
for that Payment Date; and                                                      

      (5)  to the extent not paid from Interest Funds, any remaining Net
Swap Payments or Swap Termination Payments not due to a Swap Provider Trigger   
Event owed to the Indenture Trustee for payment to the Swap Provider.           

   A "GROUP 1 SEQUENTIAL TRIGGER EVENT" is in effect on any Payment Date if,
before the 37th Payment Date, the aggregate amount of Realized Losses on the    
Mortgage Loans divided by the aggregate principal balance of the Mortgage Loans 
as of the Cut-off Date and the Pre-Funded Amount exceeds 3.00%, or if, on or    
after the 37th Payment Date, a Trigger Event is in effect.                      

   "CLASS A PRINCIPAL PAYMENT TARGET AMOUNT" for any Payment Date will equal
the excess of:                                                                  

        (1)  the aggregate Note Principal Balance of the Class 1-A Notes and
Class 2-A Notes immediately prior to such Payment Date, over                    

   (2)  the lesser of (x) 63.20% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date minus the OC Floor.                    

  "CLASS 1-A PRINCIPAL PAYMENT AMOUNT" for any Payment Date will equal the
product of (x) the Class A Principal Payment Target Amount and (y) a fraction,  
the numerator of which is the Class 1-A Principal Payment Target Amount and the 
denominator of which is the sum of the Class 1-A and Class 2-A Principal Payment
Target Amounts.                                                                 

     "CLASS 1-A PRINCIPAL PAYMENT TARGET AMOUNT" for any Payment Date will equal
the excess of:                                                                  

    (1)  the aggregate Note Principal Balance of the Class 1-A Notes
immediately prior to such Payment Date, over                                    

   (2)  the lesser of (x) 63.20% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 1 for such Payment Date after giving
effect to payments to be made on that Payment Date and (y) the aggregate Stated 
Principal Balance of the Mortgage Loans in Loan Group 1 for such Payment Date   
after giving effect to payments to be made on that Payment Date minus 0.50% of  

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the sum of the aggregate Stated Principal Balance of the Initial Mortgage Loans 
in Loan Group 1 as of the Initial Cut-off Date and the original Pre-Funded      
Amount allocated to Loan Group 1.                                               

  "CLASS 2-A PRINCIPAL PAYMENT AMOUNT" for any Payment Date will equal the
product of (x) the Class A Principal Payment Target Amount and (y) a fraction,  
the numerator of which is the Class 2-A Principal Payment Target Amount and the 
denominator of which is the sum of the Class 1-A and Class 2-A Principal Payment
Target Amounts.                                                                 

     "CLASS 2-A PRINCIPAL PAYMENT TARGET AMOUNT" for any Payment Date will equal
the excess of:                                                                  

    (1)  the aggregate Note Principal Balance of the Class 2-A Notes
immediately prior to such Payment Date, over                                    

   (2)  the lesser of (x) 63.20% of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 for such Payment Date after giving
effect to payments to be made on that Payment Date and (y) the aggregate Stated 
Principal Balance of the Mortgage Loans in Loan Group 2 for such Payment Date   
after giving effect to payments to be made on that Payment Date minus 0.50% of  
the sum of the aggregate Stated Principal Balance of the Initial Mortgage Loans 
in Loan Group 2 as of the Initial Cut-off Date and the original Pre-Funded      
Amount allocated to Loan Group 2.                                               

     "CLASS M-1 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date) and    

    (b)  the Note Principal Balance of the Class M-1 Notes
immediately prior to such Payment Date                                

OVER                                                                  

   (2)  the lesser of (x) 70.70% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-1 Notes are the only class of notes      
outstanding on such Payment Date they will be entitled to receive the entire    
Principal Payment Amount until the Note Principal Balance is reduced to zero.   

     "CLASS M-2 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date); and                                               

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    (c)  the Note Principal Balance of the Class M-2 Notes
immediately prior to such Payment Date                                

OVER                                                                  

   (2)  the lesser of (x) 77.30% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-2 Notes are the only class of notes      
outstanding on such Payment Date they will be entitled to receive the entire    
Principal Payment Amount until the Note Principal Balance is reduced to zero.   

     "CLASS M-3 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date); and                                               

    (d)  the Note Principal Balance of the Class M-3 Notes
immediately prior to such Payment Date;                               

OVER                                                                  

   (2)  the lesser of (x) 81.50% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-3 Notes are the only class of notes      
outstanding on such Payment Date they will be entitled to receive the entire    
Principal Payment Amount until the Note Principal Balance is reduced to zero.   

     "CLASS M-4 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

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           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date);                                                   

           (d)  the Note Principal Balance of the Class M-3 Notes (after
   taking into account payment of the Class M-3 Principal Payment Amount for
such Payment Date); and                                               

    (e)  the Note Principal Balance of the Class M-4 Notes
immediately prior to such Payment Date;                               

OVER                                                                  

   (2)  the lesser of (x) 85.00% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-4 Notes are the only class of notes      
outstanding on such Payment Date they will be entitled to receive the entire    
Principal Payment Amount until the Note Principal Balance is reduced to zero.   

     "CLASS M-5 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date);                                                   

           (d)  the Note Principal Balance of the Class M-3 Notes (after
   taking into account payment of the Class M-3 Principal Payment Amount for
such Payment Date);                                                   

           (e)  the Note Principal Balance of the Class M-4 Notes (after
   taking into account payment of the Class M-4 Principal Payment Amount for
such Payment Date); and                                               

    (f)  the Note Principal Balance of the Class M-5 Notes
immediately prior to such Payment Date;                               

OVER                                                                  

   (2)  the lesser of (x) 88.50% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

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provided, however, that if the Class M-5 Notes are the only class of notes      
outstanding on such Payment Date they will be entitled to receive the entire    
Principal Payment Amount until the Note Principal Balance is reduced to zero.   

     "CLASS M-6 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date);                                                   

           (d)  the Note Principal Balance of the Class M-3 Notes (after
   taking into account payment of the Class M-3 Principal Payment Amount for
such Payment Date);                                                   

           (e)  the Note Principal Balance of the Class M-4 Notes (after
   taking into account payment of the Class M-4 Principal Payment Amount for
such Payment Date);                                                   

           (f)  the Note Principal Balance of the Class M-5 Notes (after
   taking into account payment of the Class M-5 Principal Payment Amount for
such Payment Date); and                                               

    (g)  the Note Principal Balance of the Class M-6 Notes
immediately prior to such Payment Date;                               

OVER                                                                  

   (2)  the lesser of (x) 91.30% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-6 Notes are the only class of            
certificates outstanding on such Payment Date they will be entitled to receive  
the entire Principal Payment Amount until the Note Principal Balance is reduced 
to zero.                                                                        

     "CLASS M-7 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

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           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date);                                                   

           (d)  the Note Principal Balance of the Class M-3 Notes (after
   taking into account payment of the Class M-3 Principal Payment Amount for
such Payment Date);                                                   

           (e)  the Note Principal Balance of the Class M-4 Notes (after
   taking into account payment of the Class M-4 Principal Payment Amount for
such Payment Date);                                                   

           (f)  the Note Principal Balance of the Class M-5 Notes (after
   taking into account payment of the Class M-5 Principal Payment Amount for
such Payment Date);                                                   

           (g)  the Note Principal Balance of the Class M-6 Notes (after
   taking into account payment of the Class M-6 Principal Payment Amount for
such Payment Date); and                                               

    (h)  the Note Principal Balance of the Class M-7 Notes
immediately prior to such Payment Date;                               

OVER                                                                  

   (2)  the lesser of (x) 93.70% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-7 Notes are the only class of            
certificates outstanding on such Payment Date they will be entitled to receive  
the entire Principal Payment Amount until the Note Principal Balance is reduced 
to zero.                                                                        

     "CLASS M-8 PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date);                                                   

           (d)  the Note Principal Balance of the Class M-3 Notes (after
   taking into account payment of the Class M-3 Principal Payment Amount for
such Payment Date);                                                   

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           (e)  the Note Principal Balance of the Class M-4 Notes (after
   taking into account payment of the Class M-4 Principal Payment Amount for
such Payment Date);                                                   

           (f)  the Note Principal Balance of the Class M-5 Notes (after
   taking into account payment of the Class M-5 Principal Payment Amount for
such Payment Date);                                                   

           (g)  the Note Principal Balance of the Class M-6 Notes (after
   taking into account payment of the Class M-6 Principal Payment Amount for
such Payment Date);                                                   

           (h)  the Note Principal Balance of the Class M-7 Notes (after
   taking into account payment of the Class M-7 Principal Payment Amount for
such Payment Date); and                                               

    (i)  the Note Principal Balance of the Class M-8 Notes
immediately prior to such Payment Date;                               

OVER                                                                  

   (2)  the lesser of (x) 95.40% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class M-8 Notes are the only class of            
certificates outstanding on such Payment Date they will be entitled to receive  
the entire Principal Payment Amount until the Note Principal Balance is reduced 
to zero.                                                                        

   "CLASS B PRINCIPAL PAYMENT AMOUNT" for any Payment Date is the excess of:

(1)  the sum of:                                            

              (a)  the aggregate Note Principal Balance of the Class 1-A Notes
  and Class 2-A Notes (after taking into account payments of the Class 1-A
and Class 2-A Principal Payment Amounts for such Payment Date);       

           (b)  the Note Principal Balance of the Class M-1 Notes (after
   taking into account payment of the Class M-1 Principal Payment Amount for
such Payment Date);                                                   

           (c)  the Note Principal Balance of the Class M-2 Notes (after
   taking into account payment of the Class M-2 Principal Payment Amount for
such Payment Date);                                                   

           (d)  the Note Principal Balance of the Class M-3 Notes (after
   taking into account payment of the Class M-3 Principal Payment Amount for
such Payment Date);                                                   

           (e)  the Note Principal Balance of the Class M-4 Notes (after
   taking into account payment of the Class M-4 Principal Payment Amount for
such Payment Date);                                                   

           (f)  the Note Principal Balance of the Class M-5 Notes (after
   taking into account payment of the Class M-5 Principal Payment Amount for
such Payment Date);                                                   

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           (g)  the Note Principal Balance of the Class M-6 Notes (after
   taking into account payment of the Class M-6 Principal Payment Amount for
such Payment Date); and                                               

           (h)  the Note Principal Balance of the Class M-7 Notes (after
   taking into account payment of the Class M-7 Principal Payment Amount for
such Payment Date);                                                   

           (i)  the Note Principal Balance of the Class M-8 Notes (after
   taking into account payment of the Class M-8 Principal Payment Amount for
such Payment Date); and                                               

              (j)  the Note Principal Balance of the Class B Notes immediately
prior to such Payment Date;                                           

OVER                                                                  

   (2)  the lesser of (x) 97.40% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date after giving effect to      
payments to be made on that Payment Date and (y) the aggregate Stated Principal 
Balance of the Mortgage Loans after giving effect to payments to be made on that
Payment Date minus the OC Floor;                                                

provided, however, that if the Class B Notes are the only class of certificates 
outstanding on such Payment Date they will be entitled to receive the entire    
Principal Payment Amount until the Note Principal Balance is reduced to zero.   

    "EXTRA PRINCIPAL PAYMENT AMOUNT" with respect to any Payment Date and Loan
Group, is the lesser of (x) the Overcollateralization Deficiency Amount for such
Payment 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 Payment Date available for payment thereof  
in the priority set forth in this prospectus supplement.                        

    "LOAN GROUP EXCESS CASHFLOW ALLOCATION AMOUNT" with respect to any Payment
Date and Loan Group, is the product of Excess Cashflow for such Payment Date    
multiplied by a fraction, the numerator of which is the Principal Remittance    
Amount for such Loan Group for such Payment Date and the denominator of which is
the sum of the Principal Remittance Amount for both Loan Groups.                

    "OVERCOLLATERALIZATION DEFICIENCY AMOUNT" with respect to any Payment Date
equals the amount, if any, by which the Overcollateralization Target Amount     
exceeds the Overcollateralized Amount for such Payment Date (after giving effect
to payments in respect of the Principal Remittance Amount for such Payment      
Date).                                                                          

 "OVERCOLLATERALIZATION TARGET AMOUNT" means (a) on or after the Closing
Date and on each Payment Date prior to and including the Payment Date in June   
2005, zero, (b) on or after the Payment Date in July 2005 and on each Payment   
Date prior to the Stepdown Date, an amount equal to 1.30% of the sum of the     
Initial Cut-off Date Pool Principal Balance and the original Pre-Funded Amount  
as of the Closing Date and (c) on and after the Stepdown Date, an amount equal  
to 2.60% of the sum of the aggregate Stated Principal Balance of the Mortgage   
Loans in the Mortgage Pool for the current Payment Date, subject to a minimum   
amount equal to the OC Floor; provided, however, that if on any Payment Date, a 
Trigger Event is in effect, the Overcollateralization Target Amount will be the 
Overcollateralization Target Amount on the Payment Date immediately preceding   
such Payment Date.                                                              

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    "OVERCOLLATERALIZED AMOUNT" for any Payment Date is the amount, if any, by
which (x) the sum of the aggregate Stated Principal Balance of the Mortgage     
Loans and the Pre-Funded Amount exceeds (y) the aggregate Note Principal Balance
of the classes of Notes as of such Payment Date (after giving effect to payments
of the Principal Remittance Amount to be made on such Payment Date).            

     "OVERCOLLATERALIZATION REDUCTION AMOUNT" for any Payment Date for which the
Excess Overcollateralization Amount is, or would be, after taking into account  
all other payments to be made on that Payment Date, greater than zero, an amount
equal to the lesser of (i) the Excess Overcollateralization Amount for that     
Payment Date and (ii) the Principal Remittance Amount for that Payment Date.    

    "EXCESS OVERCOLLATERALIZATION AMOUNT" for any Payment Date, is the excess,
if any, of the related Overcollateralized Amount on that Payment Date over the  
related Overcollateralization Target Amount.                                    

   "OC FLOOR" for any Payment Date is an amount equal to 0.50% of the sum of
the Initial Cut-off Date Pool Principal Balance and the original Pre-Funded     
Amount.                                                                         

  "UNPAID REALIZED LOSS AMOUNT" means for any class of Subordinated Notes,
the portion of the aggregate Applied Realized Loss Amount previously allocated  
to that class remaining unpaid from prior Payment Dates, as reduced by the      
amount of the increase in the related Note Principal Balance due to the receipt 
of Subsequent Recoveries.                                                       

   "STEPDOWN DATE" is the earlier to occur of (a) the Payment Date following
the Payment Date on which the aggregate Note Principal Balance of the Class 1-A 
Notes and Class 2-A Notes is reduced to zero and (b) the later to occur of:     

(1)  the Payment Date in March 2008; and                    

     (2)  the first Payment Date on which the aggregate Note Principal
Balance of the Class 1-A Notes and Class 2-A Notes (after calculating           
anticipated payments on such Payment Date) is less than or equal to 63.20% of   
the aggregate Stated Principal Balance of the Mortgage Loans for such Payment   
Date.                                                                           

    A "TRIGGER EVENT," with respect to a Payment Date on or after the Stepdown
Date consists of either a Delinquency Trigger Event with respect to that Payment
Date or a Cumulative Loss Trigger Event with respect to that Payment Date.      

     A "DELINQUENCY TRIGGER EVENT" with respect to each Payment Date on or after
the Stepdown Date, exists if the Rolling Delinquency Percentage equals or       
exceeds the product of 41.00% and the Senior Enhancement Percentage.            

   The "ROLLING DELINQUENCY PERCENTAGE" with respect to a Payment Date on or
after the Stepdown Date is equal to the average, over the past three months, of 
a fraction (expressed as a percentage),                                         

           (a)  the numerator of which is the aggregate Stated Principal
Balance for such Payment Date of all Mortgage Loans 60 or more days   
  delinquent as of the last day of the preceding month (including Mortgage
Loans in bankruptcy, foreclosure and REO Properties) and              

             (b)  the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans for such Payment Date.                  

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   The "SENIOR ENHANCEMENT PERCENTAGE," with respect to each Payment Date on
or after the Stepdown Date is equal to a fraction (expressed as a percentage):  

(1)  the numerator of which is the excess of:               

               (a)  the aggregate Stated Principal Balance of the Mortgage Loans
for the preceding Payment Date over                                   

          (b)  (i) before the Note Principal Balances of the Class 1-A
 Notes and Class 2-A Notes have been reduced to zero, the aggregate Note
     Principal Balance of the Class 1-A Notes and Class 2-A Notes, or (ii) after
     the Note Principal Balances of the Class 1-A Notes and Class 2-A Notes have
   been reduced to zero, the Note Principal Balance of the most senior Class
   of Notes outstanding as of the preceding Master Servicer Advance Date and

   (2)  the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans for the preceding Payment Date.                   

A "CUMULATIVE LOSS TRIGGER EVENT" with respect to a Payment Date on or
after the Stepdown Date exists if the aggregate amount of Realized Losses on the
Mortgage Loans from (and including) the Cut-off Date for each Mortgage Loan to  
(and including) the last day of the related Due Period (reduced by the aggregate
amount of Subsequent Recoveries received through the last day of that Due       
Period) exceeds the applicable percentage, for such Payment Date, of the sum of 
the Initial Cut-off Date Pool Principal Balance and the original Pre-Funded     
Amount, as set forth below:                                                     

                                                        [Enlarge/Download Table]


               PAYMENT DATE                                         PERCENTAGE                           
               ------------                                         ----------                           
                                                                                                         
March 2008 -- February 2009............... 3.00% with respect to March 2008,  plus an  additional  1/12th
                                           of 1.75% for each month thereafter until February 2009        

March 2009 -- February 2010............... 4.75% with respect to March 2009,  plus an  additional  1/12th
                                           of 1.25% for each month thereafter until February 2010        

March 2010 -- February 2011............... 6.00% with respect to March 2010,  plus an  additional  1/12th
                                           of 0.75% for each month thereafter until February 2011        

March 2011 -- and thereafter.............. 6.75%                                                         

A "REALIZED LOSS" with respect to any Payment Date and any Liquidated 
Mortgage Loan is the excess of the Stated Principal Balance of that Mortgage    
Loan over the Liquidation Proceeds, if any, received in connection with such    
liquidation during the month in which such liquidation occurs, to the extent    
applied as recoveries of principal of the Liquidated Mortgage Loan.             

OVERCOLLATERALIZATION PROVISIONS                                                

     On any Payment Date the weighted average Adjusted Net Mortgage Rate for the
Mortgage Loans is generally expected to be higher than the weighted average of  
the Note Rates on the Notes. As a result, interest collections on the Mortgage  
Loans, amounts received under the Swap Agreement and the Cap Contract are       
expected to exceed the amount of interest payable to the holders of the Notes   
and the related fees and expenses. The Excess Cashflow, if any, will be applied 
on each Payment Date as a payment of principal on the class or classes of Notes 
then entitled to receive payments in respect of principal, but only to the      
limited extent hereafter described. The "EXCESS CASHFLOW" with respect to any   
Payment Date is the sum of (i) the amount remaining after the payment of        
interest to Noteholders pursuant to clauses (1) - (10) in "PAYMENTS--PAYMENTS OF
INTEREST" for such Payment Date, (ii) the amount remaining after the payment of 
principal to Noteholders, as set forth in clause (1)(A) - (1)(J) or (2)(A) -    
(2)(J), as applicable, in                                                       

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"PAYMENTS--PAYMENTS OF PRINCIPAL" for such Payment Date and (iii) the related   
Overcollateralization Reduction Amount, if any, for such Payment Date.          

   With respect to any Payment Date, any Excess Cashflow will be paid to the
classes of notes as follows:                                                    

1.   from Excess Cashflow from both Loan Groups, to the holders of the
class or classes of Notes then entitled to receive payments in respect of       
principal, in an amount equal to the Extra Principal Payment Amount, payable to 
such holders as part of the Principal Payment Amount as described under         
"--PAYMENTS--PAYMENTS OF PRINCIPAL" above;                                      

     2.   from any remaining Excess Cashflow from both Loan Groups, sequentially
to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,    
Class M-6, Class M-7, Class M-8 and Class B Notes, in that order, in an amount  
equal to any Interest Carry Forward Amount for such Class or Classes;           

     3.   from any remaining Excess Cashflow from both Loan Groups, sequentially
to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,    
Class M-6, Class M-7, Class M-8 and Class B Notes, in that order, in an amount  
equal to the Unpaid Realized Loss Amounts for such Class or Classes;            

     4.   from any remaining Excess Cashflow from both Loan Groups, to the Class
1-A, Class 2-A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class    
M-6, Class M-7, Class M-8 and Class B Notes, on a pro rata basis, based on the  
Note Principal Balances thereof, to the extent needed to pay any remaining Net  
Rate Carryover for each such class; provided that any Excess Cashflow remaining 
after such allocation to pay Net Rate Carryover based on the Note Principal     
Balances of these Notes will be distributed to each such class of Notes with    
respect to which there remains any unpaid Net Rate Carryover (after the payment 
based on Note Principal Balances), pro rata, based on the amount of such unpaid 
Net Rate Carryover, until reduced to zero;                                      

     5.   to the Swap Provider, any unpaid Swap Termination Payment triggered by
a Swap Provider Trigger Event pursuant to the Swap Agreement; and               

    6.   from any remaining Excess Cashflow to fund payments to the holders of
the Owner Trust Certificates, in the amounts specified in the Indenture.        

CAP CONTRACT                                                                    

The Countrywide Home Loans, Inc., an affiliate of the Depositor, has  
entered an interest rate cap transaction with Bear Stearns Financial Products   
Inc. (the "CAP CONTRACT COUNTERPARTY") as evidenced by the amended confirmation 
and agreement between the Countrywide Home Loans, Inc. and the Cap Contract     
Counterparty primarily for the benefit of the Notes (the "CAP CONTRACT"). The   
Cap Contract was entered into in lieu of negotiating an ISDA Master Agreement   
and confirmation thereunder, and pursuant to the Cap Contract, an ISDA Master   
Agreement was deemed to have been executed by the Countrywide Home Loans, Inc.  
and the Cap Contract Counterparty on the date that the Cap Contract was         
executed. On the Closing Date, the Countrywide Home Loans, Inc. will assign to  
the Indenture Trustee, on behalf of the Trust, Countrywide Home Loans, Inc.'s   
rights under the Cap Contract. On or prior to the Cap Contract Termination Date 
(as defined below), amounts, if any, received by the Indenture Trustee for the  
benefit of the Trust in respect of the Cap Contract ("CAP CONTRACT PAYMENT      
AMOUNT") will be included in Interest Funds for that Payment Date as described  
in this prospectus supplement.                                                  

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   Any Cap Contract Payment Amount that is not used to pay the Notes will be
paid to the holders of the Owner Trust Certificates, unless the Cap Contract is 
subject to early termination as described below.                                

With respect to any Payment Date on or prior to the Cap Contract      
Termination Date (as defined below), the amount, if any, payable by the Cap     
Contract Counterparty under the Cap Contract will equal the product of (i) the  
excess, if any, of (x) One-Month LIBOR (as determined by the Cap Contract       
Counterparty) over (y) the strike rate for such Payment Date set forth in the   
table below, (ii) an amount equal to the Cap Contract Notional Balance for such 
Payment Date and (iii) the actual number of days in such Interest Accrual       
Period, divided by 360.                                                         

   The "CAP CONTRACT NOTIONAL BALANCES," strike rates under the Cap Contract
are as described in the following table:                                        

         CAP CONTRACT NOTIONAL
         PAYMENT DATE                  BALANCES ($)              STRIKE RATE (%)
         ------------                  ------------              ---------------
March 25, 2005................        280,000,000                    2.720%     
April 25, 2005................        278,855,186                    2.720%     
May 25, 2005..................        277,371,752                    2.720%     
June 25, 2005.................        275,549,976                    2.720%     
July 25, 2005.................        273,391,422                    2.720%     
August 25, 2005...............        270,898,789                    2.720%     
September 25, 2005............        268,076,889                    2.720%     
October 25, 2005..............        264,930,203                    2.720%     
November 25, 2005.............        261,465,279                    2.720%     
December 25, 2005.............        257,689,938                    2.720%     
January 25, 2006..............        253,613,256                    2.720%     
February 25, 2006.............        249,245,339                    2.720%     
March 25, 2006................        244,600,269                    2.720%     
April 25, 2006................        239,688,211                    2.720%     
May 25, 2006..................        234,618,555                    2.720%     
June 25, 2006.................        229,400,682                    2.720%     
July 25, 2006.................        224,044,662                    2.720%     
August 25, 2006...............        218,561,373                    2.720%     
September 25, 2006............        212,962,330                    2.720%     
October 25, 2006..............        207,258,933                    2.720%     
November 25, 2006.............        201,698,137                    2.720%     
December 25, 2006.............        196,276,428                    2.720%     
January 25, 2007..............        190,990,442                    2.720%     
February 25, 2007.............         29,289,200                    2.720%     
March 25, 2007................         28,595,742                    2.720%     
April 25, 2007................         27,918,492                    2.720%     
May 25, 2007..................         27,257,073                    2.720%     
June 25, 2007.................         26,611,118                    2.720%     
July 25, 2007.................         25,980,270                    2.720%     
August 25, 2007...............         25,364,179                    2.720%     
September 25, 2007............         24,762,501                    2.720%     
October 25, 2007..............         24,174,904                    2.720%     
November 25, 2007.............         23,601,061                    2.720%     
December 25, 2007.............         23,040,653                    2.720%     
January 25, 2008..............         22,493,368                    2.720%     
February 25, 2008.............         21,958,903                    2.720%     

     The Cap Contract is scheduled to remain in effect until the Payment Date in
February 2008 (the "CAP CONTRACT TERMINATION DATE").                            

The Cap Contract will be subject to early termination only in limited 
circumstances. Such circumstances include certain insolvency or bankruptcy      
events in relation to the Cap Contract                                          

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Counterparty or the Trust, the failure by the Cap Contract Counterparty (after a
grace period of three Local Business Days, as defined in the Cap Contract, after
notice of such failure is received by the Cap Contract Counterparty) to make a  
payment due under the Cap Contract and such Cap Contract becoming illegal or    
subject to certain kinds of taxation.                                           

  If the Cap Contract is terminated, future payments to the holders of the
Notes could be subject to limitation. However, if any such termination occurs,  
the Cap Contract Counterparty may owe a termination payment to the Indenture    
Trustee with respect to the terminated Cap Contract, payable in a lump sum, to  
be held by the Indenture Trustee until the Cap Contract Termination Date to pay 
the holders of the Notes. However, if such termination occurs, there can be no  
assurance that any such termination payment will be owing to the Indenture      
Trustee.                                                                        

    The Notes do not represent an obligation of the Cap Contract Counterparty.
Holders of the Notes will not have any right to proceed directly against the Cap
Contract Counterparty in respect of its obligations under the Cap Contract.     

CALCULATION OF ONE-MONTH LIBOR                                                  

On the second LIBOR Business Day (as defined below) preceding the     
commencement of each Accrual Period for the Notes (each such date, an "INTEREST 
DETERMINATION DATE"), the Indenture Trustee will determine the London interbank 
offered rate for one-month United States dollar deposits ("ONE-MONTH LIBOR") for
such Accrual Period on the basis of such rate as it appears on Telerate Screen  
Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date.  
If such rate does not appear on such page (or such other page as may replace    
that page on that service, or if such service is no longer offered, such other  
service for displaying LIBOR or comparable rates as may be reasonably selected  
by the Indenture Trustee), One-Month LIBOR for the applicable Accrual Period    
will be the Reference Bank Rate as defined herein. If no such quotations can be 
obtained and no Reference Bank Rate is available, One-Month LIBOR will be the   
One-Month LIBOR applicable to the preceding Accrual Period. The "REFERENCE BANK 
RATE" with respect to any Accrual Period, means the arithmetic mean (rounded    
upwards, if necessary, to the nearest whole multiple of 0.03125%) of the offered
rates for United States dollar deposits for one month that are quoted by the    
Reference Banks as of 11:00 a.m., New York City time, on the related Interest   
Determination Date to prime banks in the London interbank market for a period of
one month in amounts approximately equal to the aggregate Note Principal Balance
of all Notes for such Accrual Period, provided that at least two such Reference 
Banks provide such rate. If fewer than two offered rates appear, the Reference  
Bank Rate will be the arithmetic mean (rounded upwards, if necessary, to the    
nearest whole multiple of 0.03125%) of the rates quoted by one or more major    
banks in New York City, selected by the Indenture Trustee, as of 11:00 a.m., New
York City time, on such date for loans in U.S. dollars to leading European banks
for a period of one month in amounts approximately equal to the Note Principal  
Balance of all Notes for such Accrual Period. As used in this section, "LIBOR   
BUSINESS DAY" means a day on which banks are open for dealing in foreign        
currency and exchange in London and New York City; and "REFERENCE BANKS" means  
leading banks selected by the Indenture Trustee and engaged in transactions in  
Eurodollar deposits in the international Eurocurrency market:                   

(1)  with an established place of business in London,       

        (2)  which have been designated as such by the Indenture Trustee and

          (3)  which are not controlling, controlled by, or under common control
with, the Depositor, the Seller or the Master Servicer.                         

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

APPLIED REALIZED LOSS AMOUNTS                                                   

If on any Payment Date, after giving effect to the payments described 
above, the aggregate Note Principal Balance of the Notes exceeds the sum of (x) 
the aggregate Stated Principal Balance of the Mortgage Loans and (y) the amount 
on deposit in the Pre-Funding Account (if any), the Note Principal Balances of  
the Subordinated Notes will be reduced, in inverse order of seniority (beginning
with the Class B Notes) by an amount equal to such excess. Any such reduction is
an "APPLIED REALIZED LOSS AMOUNT." Applied Realized Loss Amounts, without       
interest, may be paid at a later date from Excess Cashflow. Interest will accrue
for the related class of Subordinated Notes only on the Note Principal Balance  
as so reduced.                                                                  

REPORTS TO NOTEHOLDERS                                                          

On each Payment Date, the Indenture Trustee will forward to each      
Noteholder, the Master Servicer and the Depositor, or make available on its     
website at www.mbsreporting.com, a statement generally setting forth, among     
other information:                                                              

  (1)  the amount of the related payment to holders of the Notes
allocable to principal, separately identifying:                                 

             (a)  the aggregate amount of any Principal Prepayments included
therein, and                                                          

       (b)  the aggregate of all scheduled payments of principal
included therein;                                                     

        (2)  the amount of such payment to holders of the Notes allocable to
interest;                                                                       

    (3)  the Note Rate on each Class of Notes for that Payment Date;

       (4)  the Interest Carry Forward Amounts for each Class of Notes (if
any);                                                                           

     (5)  the aggregate Note Principal Balances of each class of Notes
after giving effect to (A) all payments allocable to principal on such Payment  
Date and (B) the allocation of any Applied Realized Loss Amounts for such       
Payment Date;                                                                   

          (6)  the Pool Stated Principal Balance for the following Payment Date;

          (7)  the amount of the Servicing Fee paid to or retained by the Master
Servicer for the related Due Period;                                            

       (8)  the amount due and the amount received by the Trust on the Cap
Contract for such Payment Date;                                                 

       (9)  the amount of Advances for each Loan Group and Seller Interest
Shortfall Payments included in the payment on such Payment Date;                

        (10) the number and aggregate principal amounts of Mortgage Loans in
each Loan Group:                                                                

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           (a)  delinquent (exclusive of Mortgage Loans in foreclosure):

      30 to 59 days;

      60 to 89 days;

            90 or more days, and

(b)  in foreclosure and delinquent:               

      30 to 59 days;

      60 to 89 days;

        90 or more days,

in each case as of the close of business on the last day of the calendar month  
preceding such Payment Date,                                                    

      (11) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal       
Balance for such Payment Date of such Mortgage Loan and the date of acquisition 
thereof;                                                                        

         (12) whether a Group 1 Sequential Trigger Event or a Trigger Event is
in effect;                                                                      

        (13) the total number and principal balance of any REO Properties as
of the close of business on the Determination Date preceding such Payment Date; 

         (14) any Net Rate Carryover paid and all remaining Net Rate Carryover
remaining on each Class of Notes on such Payment Date; and                      

   (15) the amount remaining in the Pre-Funding Account as of such
Payment Date.                                                                   

In addition, within 60 days after the end of each calendar year, the  
Indenture Trustee will prepare and deliver to each Noteholder of record during  
the previous calendar year a statement containing information necessary to      
enable Noteholders to prepare their tax returns. Such statements will not have  
been examined and reported upon by an independent public accountant.            

THE INTEREST RATE SWAP AGREEMENT

     Countrywide Home Loans Inc., an affiliate of the Depositor, will enter into
an interest rate swap agreement (the "INTEREST RATE SWAP AGREEMENT") with Bear  
Stearns Financial Products Inc. (the "SWAP PROVIDER"). On the Closing Date,     
Countrywide Home Loans, Inc. will assign to the Indenture Trustee, for the      
benefit of the Noteholders, Countrywide Home Loans, Inc.'s rights and           
obligations under the Interest Rate Swap Agreement. On each Payment Date,       
pursuant to the Indenture, the Indenture Trustee will deposit into the Payment  
Account, certain amounts, if any, received from the Swap Provider, which amounts
will be included in Interest Funds as described in this prospectus supplement.  

     Under the Interest Rate Swap Agreement, on each Payment Date, the Indenture
Trustee will be obligated to pay to the Swap Provider a fixed amount for that   
Payment Date, or the Fixed Swap Payment, equal to the product of (x) a fixed    
rate equal to 4.374% per annum, (y) the notional amount equal to the lesser of  
(i) the scheduled notional balance set forth below and (ii) the aggregate Note  
Principal Balance                                                               

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to the Swap Provider for that Payment Date, and (z) a fraction, the numerator of
which is 30 (or 7 with respect to the first Payment Date) and the denominator of
which is 360. The Swap Provider will be obligated to pay to the Indenture       
Trustee a floating amount, or the Floating Swap Payment, equal to the product of
(x) one-month LIBOR as determined pursuant to the Interest Rate Swap Agreement, 
(y) the notional amount equal to the lesser of (i) the scheduled notional       
balance set forth below and (ii) the aggregate Note Principal Balance to the    
Swap Provider for that Payment Date, and (z) a fraction, the numerator of which 
is equal to the number of days in the related calculation period as provided in 
the Interest Rate Swap Agreement and the denominator of which is 360. A net     
payment, referred to as a Net Swap Payment, will be required to be made on each 
Payment Date (a) by the Indenture Trustee to the Swap Provider, to the extent   
that the Fixed Swap Payment for such Payment Date exceeds the Floating Swap     
Payment payable to the trust for such Payment Date, or (b) by the Swap Provider 
to the Indenture Trustee, to the extent that the Floating Swap Payment payable  
to the trust exceeds the Fixed Swap Payment for such Payment Date. On each      
Payment Date on which the Indenture Trustee is required to make a Net Swap      
Payment to the Swap Provider, the trust will be required to make a payment to   
the Indenture Trustee in the same amount.                                       

  The notional amount with respect to the Interest Rate Swap Agreement and
each Payment Date will be an amount equal to the lesser of (i) the related      
scheduled notional balance set forth below (provided, however, that if the      
pre-funding account balance was not reduced to less than $1,000,000 during the  
funding period, the scheduled notional amount for each payment date beginning   
after the end of the funding period shall be multiplied by an amount equal to   
the excess, if any, of 1 over a fraction, the numerator of which is the         
pre-funding account balance as of the last day of the funding period, and the   
denominator of which is $840,000,000) and (ii) the aggregate Note Principal     
Balance immediately preceding that Payment Date. The Interest Rate Swap         
Agreement will terminate immediately following the Payment Date in February     
2010, unless terminated earlier upon the occurrence of a Swap Default, an Early 
Termination Event or an Additional Termination Event, each as defined below.    

                                                 NOTIONAL AMOUNT
                                                  OF INTEREST RATE
            PAYMENT DATE                          SWAP AGREEMENT ($)
            ------------                          ------------------
March 25, 2005...............................              840,000,000          
April 25, 2005...............................              836,037,466          
May 25, 2005.................................              831,073,934          
June 25, 2005................................              825,112,325          
July 25, 2005................................              818,159,126          
August 25, 2005..............................              810,224,213          
September 25, 2005...........................              801,323,527          
October 25, 2005.............................              791,472,244          
November 25, 2005............................              780,692,065          
December 25, 2005............................              769,012,399          
January 25, 2006.............................              756,676,234          
February 25, 2006............................              743,723,036          
March 25, 2006...............................              730,984,355          
April 25, 2006...............................              718,460,327          
May 25, 2006.................................              706,147,214          
June 25, 2006................................              694,041,499          
July 25, 2006................................              682,139,724          
August 25, 2006..............................              670,438,674          
September 25, 2006...........................              658,935,023          
October 25, 2006.............................              647,625,284          
November 25, 2006............................              636,506,221          
December 25, 2006............................              625,570,284          
January 25, 2007.............................              614,812,243          
February 25, 2007............................              604,223,735          
March 25, 2007...............................              593,803,893          
April 25, 2007...............................              583,188,474          
May 25, 2007.................................              550,749,218          

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                                                 NOTIONAL AMOUNT
                                                  OF INTEREST RATE
            PAYMENT DATE                          SWAP AGREEMENT ($)
            ------------                          ------------------
June 25, 2007................................              520,032,780          
July 25, 2007................................              491,222,740          
August 25, 2007..............................              464,380,176          
September 25, 2007...........................              451,900,992          
October 25, 2007.............................              439,917,089          
November 25, 2007............................              428,256,684          
December 25, 2007............................              416,910,951          
January 25, 2008.............................              405,871,280          
February 25, 2008............................              395,129,151          
March 25, 2008...............................              384,677,755          
April 25, 2008...............................              374,508,139          
May 25, 2008.................................              364,612,391          
June 25, 2008................................              354,983,029          
July 25, 2008................................              345,612,779          
August 25, 2008..............................              336,494,568          
September 25, 2008...........................              327,621,519          
October 25, 2008.............................              318,986,941          
November 25, 2008............................              310,584,325          
December 25, 2008............................              302,407,344          
January 25, 2009.............................              294,449,847          
February 25, 2009............................              286,705,851          
March 25, 2009...............................              279,169,539          
April 25, 2009...............................              271,835,252          
May 25, 2009.................................              264,697,489          
June 25, 2009................................              257,750,901          
July 25, 2009................................              250,990,283          
August 25, 2009..............................              244,410,576          
September 25, 2009...........................              238,006,859          
October 25, 2009.............................              231,774,348          
November 25, 2009............................              225,708,387          
December 25, 2009............................              219,804,452          
January 25, 2010.............................              214,058,036          
February 25, 2010............................              208,464,731          

   The respective obligations of the Swap Provider and the Indenture Trustee
to pay specified amounts due under the Interest Rate Swap Agreement will be     
subject to the following conditions precedent: (1) no Swap Default (as defined  
below) or event that with the giving of notice or lapse of time or both would   
become a Swap Default shall have occurred and be continuing with respect to the 
Interest Rate Swap Agreement and (2) no "early termination date" (as defined in 
the ISDA Master Agreement) has occurred or been effectively designated with     
respect to the Interest Rate Swap Agreement.                                    

  "Events of Default" under the Interest Rate Swap Agreement (each a "SWAP
DEFAULT") include the following standard events of default under the ISDA Master
Agreement:                                                                      

o    "Failure to Pay or Deliver,"                                     

o    "Bankruptcy" (as amended in the Interest Rate Swap Agreement) and

o    "Merger without Assumption" (but only with respect to the Swap   
         Provider), as described in Sections 5(a)(i), 5(a)(vii) and 5(a)(viii)
of the ISDA Master Agreement.                               

"Termination Events" under the Interest Rate Swap Agreement (each a   
"TERMINATION EVENT") consist of the following standard events under the ISDA    
Master Agreement:                                                               

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    o    "ILLEGALITY" (which generally relates to changes in law causing it to
         become unlawful for either party to perform its obligations under the
Interest Rate Swap Agreement),                              

   o    "TAX EVENT" (which generally relates to either party to the Interest
        Rate Swap Agreement receiving a payment under the Interest Rate Swap
          Agreement from which an amount has been deducted or withheld for or on
account of taxes) and                                       

 o    "TAX EVENT UPON MERGER" (solely with respect to the Swap Provider)
       (which generally relates to the Swap Provider's receiving a payment
        under the Interest Rate Swap Agreement from which an amount has been
    deducted or withheld for or on account of taxes resulting from a
        merger), as described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of
 the ISDA Master Agreement. In addition, there are "Additional
        Termination Events" (as defined in the Interest Rate Swap Agreement)
         including if the pooling and servicing agreement or other transaction
    documents are amended in a manner materially adverse to the Swap
         Provider without the prior written consent of the Swap Provider. With
      respect to the Swap Provider, an Additional Termination Event will
 occur if the Swap Provider fails to comply with the Downgrade
Provisions (as defined below).                              

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

     Upon any Swap Early Termination, the Indenture Trustee or the Swap Provider
may be liable to make a termination payment (the "SWAP TERMINATION PAYMENT") to 
the other (regardless, if applicable, of which of the parties has caused the    
termination). The Swap Termination Payment will be based on the value of the    
Interest Rate Swap Agreement computed in accordance with the procedures set     
forth in the Interest Rate Swap Agreement taking into account the present value 
of the unpaid amounts that would have been owed to and by the Swap Provider     
under the remaining scheduled term of the Interest Rate Swap Agreement. In the  
event that the Indenture Trustee is required to make a Swap Termination Payment 
to the Swap Provider, the trust will be required to make a payment to the       
Indenture Trustee in the same amount, which payment will be paid on the related 
Payment Date, and on any subsequent Payment Dates until paid in full, prior to  
payments to noteholders, other than in the case of a Swap Termination Payment   
triggered upon a Swap Provider Trigger Event. The trust's obligation to pay     
amounts in respect of such Swap Termination Payment will be subordinated to     
payments to the holders of the Senior Notes.                                    

   A "SWAP PROVIDER TRIGGER EVENT" shall mean: (i) an Event of Default under
the Interest Rate Swap Agreement with respect to which the Swap Provider is a   
Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a       
Termination Event under the Interest Rate Swap Agreement with respect to which  
the Swap Provider is the sole Affected Party (as defined in the Interest Rate   
Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate
Swap Agreement with respect to which the Swap Provider is the sole Affected     
Party.                                                                          

  If the Swap Provider's credit ratings fall below the levels specified in
the Interest Rate Swap Agreement, then, unless (x) within 30 days thereafter,   
each rating agency has reconfirmed the rating of each Note which was in effect  
immediately prior to such withdrawal or downgrade, and (y) certain other        

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conditions are met, the Swap Provider will be required to either (1) obtain a   
substitute Swap Provider with credit ratings at least equal to the specified    
levels that will assume the obligations of the Swap Provider under the Interest 
Rate Swap Agreement, or (2) obtain a guaranty of, or a contingent agreement of  
another person to honor, the obligations of the Swap Provider under the Interest
Rate Swap Agreement, in each case from a person with credit ratings at least    
equal to the specified levels, all as provided in the Interest Rate Swap        
Agreement (such provisions, the "DOWNGRADE PROVISIONS").                        

THE SWAP PROVIDER                                                               

    The Swap Provider is a bankruptcy remote derivatives product company based
in New York, New York that has been established as a wholly-owned subsidiary of 
The Bear Stearns Companies Inc. The Swap Provider maintains a ratings           
classification of "AAA" from Standard & Poor's and "Aaa" from Moody's.          

THE ISSUER

The Issuer is a statutory trust formed under the laws of the State of 
Delaware pursuant to the short form trust agreement (the "SHORT FORM TRUST      
AGREEMENT") between the Depositor and the Owner Trustee, as amended and restated
by the amended and restated trust agreement (the "AMENDED TRUST AGREEMENT," and,
together with the Short Form Trust Agreement, the "TRUST AGREEMENT"), dated as  
of March 18, 2005 among the Depositor, the Owner Trustee and the certificate    
registrar and certificate paying agent for the transactions described in this   
prospectus supplement. The Trust Agreement constitutes the "governing           
instrument" under the laws of the State of Delaware relating to statutory       
trusts. After its formation, the Issuer will not engage in any activity other   
than (i) acquiring and holding the Mortgage Loans and the other assets of the   
Trust and proceeds therefrom, (ii) issuing the Notes, (iii) making payments on  
the Notes and (iv) engaging in other activities that are necessary, suitable or 
convenient to accomplish the foregoing or are incidental thereto or connected   
therewith.                                                                      

 The assets of the Issuer will consist of the Mortgage Loans and the Cap
Contract and certain related assets.                                            

 THE OWNER TRUSTEE

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

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

 THE INDENTURE TRUSTEE

    The Bank of New York will be the Indenture Trustee under the Indenture and
the Servicing Agreement. The Depositor and Seller may maintain other banking    
relationships in the ordinary course of business with the Indenture Trustee.    
Notes may be surrendered at the Corporate Trust Office of the Indenture Trustee 
located at 101 Barclay Street, New York, New York 10286. Attention: Corporate   
Trust MBS Administration or at such other addresses as the Indenture Trustee may
designate from time to time.                                                    

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 THE MASTER SERVICER

     Countrywide Home Loans Servicing LP ("COUNTRYWIDE SERVICING" or the "MASTER
SERVICER") will act as Master Servicer and will service the Mortgage Loans in   
accordance with the terms set forth in the Servicing Agreement. ECC Capital     
Corporation will be responsible for the primary servicing of the Mortgage Loans.
SEE "THE SERVICING AGREEMENTS" IN THIS PROSPECTUS SUPPLEMENT.                   

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

 THE SELLER AND SERVICER

ECC Capital Corporation was formed in April 2004 for the purpose of   
building and managing a portfolio of subprime residential mortgage loans. ECC   
Capital Corporation owns 100% of the outstanding stock of Encore Credit Corp., a
full-service residential mortgage banking company that is licensed to originate 
mortgage loans throughout the United States. On February 18, 2005, ECC Capital  
Corporation closed its initial public offering and sold 57,189,693 million      
shares of common stock at a price to the public of $6.75 per share, for net     
proceeds of approximately $351,524,000 million after deducting the underwriters'
discount and other offering-related expenses.                                   

    ECC Capital Corporation conducts its operations to qualify, and will elect
to be taxed, as a real estate investment trust, or REIT, for federal income tax 
purposes, and is self managed and self advised. Encore Credit Corp. and its     
subsidiaries will, together with ECC Capital Corporation, elect for Encore      
Credit Corp. and its subsidiaries to be treated as taxable REIT subsidiaries.   
Encore Credit Corp. will continue to focus its origination activities primarily 
on adjustable and fixed-rate, first lien residential mortgage loans.            

    ECC Capital Corporation, through its wholly-owned subsidiary Encore Credit
Corp., is engaged in the business of originating, purchasing, selling and,      
through agreements with Option One Mortgage Corporation and HomEq Servicing     
Corporation, performing interim servicing for mortgage loans secured primarily  
by one to four-family residences that generally do not conform to the           
underwriting guidelines typically applied by banks and other lending            
institutions that originate loans that conform to the underwriting guidelines   
generally required by Fannie Mae, Freddie Mac or other government sponsored     
programs, particularly with respect to a prospective borrower's credit history  
and debt-to-income ratio. These mortgage loans are generally referred to as     
non-conforming or subprime mortgage loans. Encore was incorporated in October   
2001 and commenced lending operations in March 2002. As of December 31, 2004,   
Encore had over 1,100 employees and operated its mortgage lending business      
through a network of approximately 7,000 approved mortgage brokers and lenders. 
The network consists of independent mortgage brokers and a limited number of    
mortgage lenders located in 49 states where Encore is licensed to engage in its 
mortgage lending business.                                                      

   ECC Capital Corporation's principal executive offices are located at 1833
Alton Parkway, Irvine, California 92606, and its main telephone number is (949) 
856-8300.                                                                       

ECC Capital Corporation files reports, proxy statements and other     
information with the Securities and Exchange Commission, or SEC, which are      
available on the SEC's website at http://www.sec.gov. You may read and copy any 
document that ECC Capital Corporation files with the SEC at the SEC's           

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public reference room at 450 Fifth Street, N.W, Washington, D.C. 20549. You can 
call the SEC at (800) SEC-0330 for more information about the operation of the  
public reference room. You may also inspect the reports and other information   
that ECC Capital Corporation files with the SEC at the New York Stock Exchange, 
Inc., 20 Broad Street, New York, New York 10005.                                

 THE SUBSERVICER

     Option One Mortgage Corporation, or Option One, will act as subservicer for
the Servicer with respect to all the mortgage loans. Option One, as subservicer,
will be responsible for servicing the mortgage loans in accordance with the     
terms of the Subservicing Agreement. The information set forth in the following 
paragraphs has been provided by the Subservicer (referred to in this section as 
"OPTION ONE"). None of the Depositor or any affiliate of Option One, the        
Underwriters, the Indenture Trustee or any of their affiliates has made or will 
make any representation as to the accuracy or completeness of such information. 

   Option One, a California corporation headquartered in Irvine, California,
will serve as the Subservicer pursuant to a sub-servicing agreement for the     
Mortgage Loans.                                                                 

   Option One was incorporated in 1992, commenced receiving applications for
mortgage loans under its regular lending program in February 1993 and began     
funding such mortgage loans indirectly in the same month. The principal business
of Option One is the origination, sale and servicing of non-conforming mortgage 
loans.                                                                          

 Option One is a wholly-owned subsidiary of Block Financial, which is in
turn a wholly-owned subsidiary of H&R Block, Inc.                               

 The following tables set forth, as of December 31, 2001, 2002, 2003 and
2004 certain information relating to the delinquency experience (including      
imminent foreclosures, foreclosures in progress and bankruptcies) of one- to    
four-family residential mortgage loans included in Option One's entire servicing
portfolio (which portfolio includes mortgage loans originated under by Option   
One and mortgage loans that are subserviced for others) at the end of the       
indicated periods. The indicated periods of delinquency are based on the number 
of days past due on a contractual basis. No mortgage loan is considered         
delinquent for these purposes until it has not been paid by the next scheduled  
due date for such mortgage loan.                                                

                                                        [Enlarge/Download Table]

                                                      DELINQUENCIES AND FORECLOSURES                                    
                                                          (DOLLARS IN THOUSANDS)                                        

                                       AT DECEMBER 31, 2001                             AT DECEMBER 31, 2002            

                                                   PERCENT    PERCENT BY                            PERCENT   PERCENT BY
                           BY NO.    BY DOLLAR      BY NO.      DOLLAR      BY NO.     BY DOLLAR     BY NO.     DOLLAR  
                          OF LOANS     AMOUNT      OF LOANS     AMOUNT     OF LOANS     AMOUNT      OF LOANS    AMOUNT  
                          --------     ------      --------     ------     --------     ------      --------    ------  
                                                                                                                        
Total Portfolio..........  191,998  $ 21,403,400       N/A          N/A     226,286   $28,070,873       N/A         N/A 
Period of Delinquency                                                                                                   
30-59 days...............    3,968  $    400,922      2.07%        1.87%      4,536   $   494,896      2.00%       1.76%
60-89 days...............    2,220       226,156      1.16         1.06       2,345       249,011      1.04        0.89 
90 days or more..........   10,892     1,003,217      5.67         4.69      14,075     1,371,377      6.22        4.89 
                           -------  ------------      ----         ----      ------   -----------      ----        ---- 
Total Delinquent Loans...   17,080  $  1,630,294      8.90%        7.62%     20,956   $ 2,115,285      9.26%       7.54%
Loans in Foreclosure(1)..    8,752  $    817,455      4.56%        3.82%     10,491   $ 1,059,786      4.64%       3.78%

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                                                        [Enlarge/Download Table]

                                       AT DECEMBER 31, 2003                          AT DECEMBER 31, 2004            

                                                   PERCENT   PERCENT BY                          PERCENT   PERCENT BY
                           BY NO.    BY DOLLAR      BY NO.     DOLLAR     BY NO.    BY DOLLAR     BY NO.     DOLLAR  
                          OF LOANS     AMOUNT      OF LOANS    AMOUNT    OF LOANS    AMOUNT      OF LOANS    AMOUNT  
                          --------     ------      --------    ------    --------    ------      --------    ------  
                                                                                                                     
Total Portfolio..........  301,778  $ 41,364,855      N/A          N/A    386,770  $59,156,057       N/A         N/A 
Period of Delinquency                                                                                                
30-59 days...............    5,207  $    604,945      1.73%       1.46%     6,495      819,245      1.68%       1.38%
60-89 days...............    2,564       293,412      0.85        0.71      2,989      359,917      0.77        0.61 
90 days or more..........   15,387     1,597,177      5.10        3.86     15,940    1,722,996      4.12        2.91 
                           -------  ------------      ----        ----     ------  -----------      ----        ---- 
Total Delinquent Loans...   23,158  $  2,495,534      7.68%       6.03%    25,424  $ 2,902,158      6.57%       4.91%
Loans in Foreclosure(1)..   10,764  $  1,161,361      3.57%       2.81%     9,361  $ 1,044,624      2.42%       1.77%

----------                                                                      
(1)  Loans in foreclosure are also included under the heading "Total Delinquent 
Loans."                                                               

                                                        [Enlarge/Download Table]

                                                               REAL ESTATE OWNED                                             
                                                             (DOLLARS IN THOUSANDS)                                          

                                   AT                        AT                        AT                      AT            
                            DECEMBER 31, 2001         DECEMBER 31, 2002         DECEMBER 31, 2003       DECEMBER 31, 2004    

                           BY NO.     BY DOLLAR     BY NO.       BY DOLLAR    BY NO.     BY DOLLAR     BY NO.    BY DOLLAR   
                          OF LOANS      AMOUNT     OF LOANS       AMOUNT     OF LOANS      AMOUNT     OF LOANS     AMOUNT    
                          --------      ------     --------       ------     --------      ------     --------     ------    
                                                                                                                             
Total Portfolio.......... 191,998    $21,403,400   226,286    $28,070,873    301,778    $41,364,855   386,770    $59,156,057 
Foreclosed Loans(1)......   2,466    $   202,012     3,461      $ 282,689      3,361    $   293,629     2,536    $   225,362 
Foreclosure Ratio(2).....    1.28%          0.94%     1.53%          1.01%      1.11%          0.71%     0.66%          0.38%

----------                                                                      
(1)  For the purpose of these tables, Foreclosed Loans means the principal      
balance of mortgage loans secured by mortgaged properties the title to
which has been acquired by Option One, by investors or by an insurer  
following foreclosure or delivery of a deed in lieu of foreclosure.   

(2)  The Foreclosure Ratio is equal to the aggregate principal balance or number
   of Foreclosed Loans divided by the aggregate principal balance or number,
   as applicable, of mortgage loans in the Total Portfolio at the end of the
indicated period.                                                     

                                                        [Enlarge/Download Table]


                 LOAN LOSS EXPERIENCE ON OPTION ONE'S SERVICING PORTFOLIO OF MORTGAGE LOANS              
                                         (DOLLARS IN THOUSANDS)                                          

                                                           FOR THE YEAR ENDED DECEMBER 31,               

                                                   2001            2002           2003           2004    
                                                   ----            ----           ----           ----    
                                                                                                         
Total Portfolio(1)..........................   $ 21,403,400    $ 28,070,873    $41,364,855   $59,156,057 
Net Losses(2)(3)............................   $     85,326    $    167,535    $   239,019   $   246,662 
Net Losses as a Percentage                                                                               
of Total Portfolio..........................           0.40%           0.60%          0.58%         0.42%

----------                                                                      
(1)  "Total Portfolio" on the date stated above is the aggregate of the         
     principal balances of the mortgage loans outstanding on the last day of the
period.                                                               

(2)  "Net Losses" means "Gross Losses" minus "Recoveries." "Gross Losses" are   
     actual losses incurred on liquidated properties for each respective period.
    Losses are calculated after repayment of all principal, foreclosure costs,
servicing fees and accrued interest to the date of liquidation.       
     "Recoveries" are recoveries from liquidation proceeds, deficiency judgments
and MI proceeds. The information in this table reflects costs and     
recoveries through December 31, 2004.                                 

(3)  "Net Losses" are computed on a loan-by-loan basis and are reported with    
    respect to the period in which the loan is liquidated. If additional costs
  are incurred or recoveries are received after the end of the period, the
   amounts are adjusted with respect to the period in which the related loan
was liquidated. Accordingly, the Net Losses reported in the table may 
    change in future periods. The information in this table reflects costs and
recoveries through December 31, 2004.                                 

It is unlikely that the delinquency experience of the Mortgage Loans  
included in the Mortgage Pool will correspond to the delinquency experience of  
Option One's mortgage portfolio set forth in the foregoing tables. The          
statistics shown above represent the delinquency experience for Option One's    
mortgage servicing portfolio only for the periods presented, whereas the        
aggregate delinquency experience on the Mortgage Loans included in the Mortgage 
Pool will depend on the results obtained over                                   

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the life of the Mortgage Pool. In particular, investors should note that newly  
originated mortgage loans will not be added to the Mortgage Pool after the      
Funding Period, and the Mortgage Pool will therefore consist of a static pool of
Mortgage Loans, whereas new mortgage loans are continually being originated and 
added to the pool for which such statistics above are compiled. Accordingly, the
actual loss and delinquency percentages with respect to the Mortgage Pool are   
likely to be substantially higher than those indicated in the tables above. In  
addition, if the residential real estate market should experience an overall    
decline in property values, the actual rates of delinquencies and foreclosures  
could be higher than those previously experienced by Option One. Furthermore,   
adverse economic conditions may affect the timely payment by mortgagors of      
scheduled payments of principal and interest on such Mortgage Loans and,        
accordingly, the actual rates of delinquencies and foreclosures with respect to 
the Mortgage Pool.                                                              

THE SERVICING AGREEMENTS

GENERAL                                                                         

The following summary describes a number of terms of the servicing    
agreement, dated as of March 1, 2005 (the "SERVICING AGREEMENT"), by and among  
the Issuer, the Master Servicer and the Indenture Trustee, pursuant to which the
Master Servicer will act as master servicer of the Mortgage Loans. The summary  
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the provisions of the Servicing Agreement. The Depositor will  
provide to a prospective or actual Noteholder without charge, on written        
request, a copy (without exhibits) of the Servicing Agreement. Requests should  
be addressed to CWABS, Inc., 4500 Park Granada, Calabasas, California 91302.    
Servicing of the Mortgage Loans will be provided by the Servicer in accordance  
with the Servicing Agreement (the "ECC CAPITAL SERVICING AGREEMENT"), dated as  
of March 1, 2005 between the Servicer and the Depositor that will be assigned to
the Issuer for the benefit of the Noteholders. The Servicer will not directly   
service the Mortgage Loans and will enter into a subservicing agreement (the    
"SUBSERVICING AGREEMENT") dated as of March 1, 2005 between the Servicer and the
Subservicer pursuant to which the Subservicer will perform the primary servicing
of the Mortgage Loans; provided, however, the Servicer will remain solely liable
under the ECC Capital Servicing Agreement for the servicing of the Mortgage     
Loans by the Subservicer. As of the Closing Date, the Originator, through its   
agreement with HomEq Servicing Corporation, will service a portion of the       
Mortgage Loans until servicing is transferred, which is expected to occur no    
later than March 31, 2005 with respect to the Initial Mortgage Loans and no     
later than May 31, 2005 with respect to the Subsequent Mortgage Loans. The      
Servicer will be responsible for the servicing of the Mortgage Loans, and the   
Master Servicer will be required to monitor its performance. In the event of a  
default by the Servicer under the ECC Capital Servicing Agreement, or in the    
event of a Servicer Termination Trigger (the "SERVICER TERMINATION TRIGGER"),   
the Master Servicer will be required to enforce any remedies against the        
Servicer, and shall either appoint a successor servicer, which may include the  
Subservicer, or shall assume the primary servicing obligations for the Mortgage 
Loans itself.                                                                   

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

     The Master Servicer will be paid a monthly fee from interest collected with
respect to each Mortgage Loan (as well as from any liquidation proceeds from a  
Liquidated Mortgage Loan that are applied to accrued and unpaid interest) equal 
to one-twelfth of the Stated Principal Balance thereof multiplied by the Master 
Servicing Fee Rate (such product, the "MASTER SERVICING FEE"). The "MASTER      
SERVICING FEE RATE" for each Mortgage Loan will equal 0.01% per annum. The      
Servicer will be paid a monthly fee from interest collected with respect to each
Mortgage Loan (as well as from any liquidation proceeds from a Liquidated       
Mortgage Loan that are applied to accrued and unpaid interest) equal to         
one-twelfth of the Stated Principal Balance thereof multiplied by the Servicing 
Fee Rate (such product, the "SERVICING FEE"). The "SERVICING FEE RATE" for each 
Mortgage Loan will equal 0.50% per annum. The amount of the monthly Master      
Servicing Fee and Servicing Fee are subject to adjustment with respect to       

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Mortgage Loans that are prepaid in full, as described herein under "--ADJUSTMENT
TO SERVICING FEE IN CONNECTION WITH CERTAIN PREPAID MORTGAGE LOANS." The        
Servicer is also entitled to receive, as additional servicing compensation,     
amounts in respect of interest paid on Principal Prepayments received during the
portion of a Prepayment Period from the related Due Date to the end of such     
Prepayment Period ("PREPAYMENT INTEREST EXCESS"), all late payment fees,        
assumption fees and other similar charges (other than prepayment charges) and   
all reinvestment income earned on amounts on deposit in the Note Account and    
Payment Account. The Master Servicer is obligated to pay certain ongoing        
expenses associated with the Mortgage Loans and incurred by the Indenture       
Trustee in connection with its respective responsibilities under the Indenture. 

ADJUSTMENT TO MASTER SERVICING FEE AND SERVICING FEE IN CONNECTION WITH CERTAIN 
PREPAID MORTGAGE LOANS                                                          

When a borrower prepays all or a portion of a Mortgage Loan between   
scheduled monthly Payment Dates ("DUE DATES"), the borrower pays interest on the
amount prepaid only to the date of prepayment. Principal Prepayments which are  
received during that portion of the Prepayment Period from the related Due Date 
in such Prepayment Period to the end of such Prepayment Period reduce the       
Scheduled Payment of interest for such Due Date but are included in a payment   
that occurs on or prior to the payment of such Scheduled Payment, and           
accordingly no shortfalls in interest otherwise distributable to holders of the 
Notes results. Conversely, Principal Prepayments received from that portion of  
the Prepayment Period from the beginning of such Prepayment Period to the       
related Due Date in such Prepayment Period reduce the Scheduled Payment of      
interest for the following Due Date and are included in a payment that occurs on
or after the payment of such Scheduled Payment, and accordingly an interest     
shortfall (a "PREPAYMENT INTEREST SHORTFALL") could result. In order to mitigate
the effect of any such shortfall in interest payments to holders of the Notes on
any Payment Date, one-half of the amount of the Servicing Fee otherwise payable 
to the Servicer for such month will, to the extent of such shortfall, be        
remitted by the Servicer to the Master Servicer for deposit in the Note Account 
for payment to the holders of the Notes entitled thereto on such Payment Date.  
Any such amount remitted to the Master Servicer (the "COMPENSATING INTEREST")   
will be reflected in the payments to holders of the Notes entitled thereto made 
on the Payment Date on which the Principal Prepayments received would be        
distributed.                                                                    

ADVANCES                                                                        

   Subject to the following limitations, on or before each Payment Date, the
Servicer will be required to advance its own funds, or funds that are not       
required to be distributed on such Payment Date, in an amount equal to the      
aggregate of payments of principal and interest on the Mortgage Loans (with the 
Mortgage Rate adjusted to a rate equal to the Mortgage Rate minus the Servicing 
Fee Rate (as so adjusted, the "NET MORTGAGE RATE")) that were due on the related
Due Date and delinquent on the related Determination Date, together with an     
amount equivalent to interest (adjusted to the Net Mortgage Rate) deemed due on 
each Mortgage Loan as to which the related Mortgaged Property has been acquired 
by the Servicer through foreclosure or deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan ("REO PROPERTY"), such latter amount to be       
calculated after taking into account any rental income from such Mortgaged      
Property (any such advance, an "ADVANCE").                                      

    Advances are intended to maintain a regular flow of scheduled interest and
principal payments on the Notes rather than to guarantee or insure against      
losses. The Servicer is obligated to make Advances to the extent that such      
Advances are, in its judgment, reasonably recoverable from future payments and  
collections or insurance payments or proceeds of liquidation of the related     
Mortgage Loan. If the Servicer determines on any Determination Date to make an  
Advance, such Advance will be included with the payment to holders of the Notes 
on the related Payment Date. In the event that the Servicer fails in its        
obligation to make any such Advance, the Master Servicer will be obligated to   
make such Advance, to the                                                       

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extent required in the Servicing Agreement (the date of any such Advance, as    
described herein, a "MASTER SERVICER ADVANCE DATE"). Any failure by the Master  
Servicer to make an Advance as required under the Servicing Agreement will      
constitute an event of default thereunder, in which case the Indenture Trustee, 
as successor master servicer, or such other entity as may be appointed as       
successor master servicer, will be obligated to make any such Advance in        
accordance with the terms of the Servicing Agreement.                           

SERVICING EVENTS OF DEFAULT                                                     

A "SERVICING EVENT OF DEFAULT" will consist of:                       

    any failure by the Master Servicer to deposit in the Collection Account or
    the Payment Account the required amounts or remit to the Indenture Trustee
  any payment (including an Advance required to be made under the terms of
    the Servicing Agreement) which continues unremedied for five calendar days
  after written notice of such failure shall have been given to the Master
Servicer by the Indenture Trustee or the Depositor, or to the Master  
   Servicer and the Indenture Trustee by the holders of Notes evidencing not
less than 25% of the aggregate Note Balance of the Notes,             

  any failure by the Master Servicer to observe or perform in any material
respect any other of its covenants or agreements, or any breach of a  
  representation or warranty made by the Master Servicer, in the Servicing
Agreement, which in each case, materially and adversely affects the   
     interests of the Noteholders and continues unremedied for 60 days after the
giving of written notice of such failure to the Master Servicer by the
Indenture Trustee or the Depositor, or to the Master Servicer and the 
   Indenture Trustee by the holders of Notes evidencing not less than 25% of
the aggregate Note Balance of the Notes, or                           

    insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, and certain actions by or on behalf of the Master
    Servicer indicating its insolvency or inability to pay its obligations, or

on any Payment Date, either (a) the Three Month Rolling Delinquency   
     Percentage for the Mortgage Loans exceeds 45.00% or (b) the Cumulative Loss
     Percentage exceeds 4.00% from April 2005 to March 2010, or 6.00% from April
2010 to March 2015 ("SERVICER TERMINATION TRIGGER").                  

RIGHTS UPON SERVICING EVENTS OF DEFAULT                                         

So long as a Servicing Event of Default under the Servicing Agreement 
remains unremedied, the Indenture Trustee shall, but only upon the receipt of   
instructions from Noteholders representing not less than 25% of the aggregate   
Note Principal Balance of the Notes then outstanding, terminate all of the      
rights and obligations of the Master Servicer under the Servicing Agreement and 
in and to the Mortgage Loans, whereupon the Indenture Trustee will succeed to   
all of the responsibilities and duties of the Master Servicer under the         
Servicing Agreement, including the obligation to make Advances. No assurance can
be given that termination of the rights and obligations of the Master Servicer  
under the Servicing Agreement would not adversely affect the servicing of the   
Mortgage Loans, including the delinquency experience of the Mortgage Loans.     

OPTIONAL PURCHASE OF MORTGAGE LOANS                                             

    The Servicer will have the option to purchase, at any one time, 1.00% (and
in any case, at least 5 Mortgage Loans) of the Mortgage Loans, by aggregate     
Scheduled Principal Balance of the Mortgage Loans as of such date as set forth  
in the ECC Capital Servicing Agreement. The Mortgage Loans that                 

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may be purchased by the Servicer pursuant to this paragraph will be selected by 
the Master Servicer in its sole discretion.                                     

 THE INDENTURE

   The following summary describes some of the terms of the indenture, dated
as of March 18, 2005 (the "INDENTURE"), between Encore Credit Receivables Trust 
2005-1, as issuer (the "ISSUER" or the "TRUST") and The Bank of New York, as    
indenture trustee (the "INDENTURE TRUSTEE"). The summary does not purport to be 
complete and is subject to, and qualified in its entirety by reference to, the  
provisions of the Trust Agreement and Indenture. Whenever particular defined    
terms of the Indenture are referred to, those defined terms are incorporated in 
this prospectus supplement by reference. The Depositor will provide to a        
prospective or actual Noteholder without charge, on written request, a copy     
(without exhibits) of the Indenture and the Trust Agreement. Requests should be 
addressed to CWABS, Inc., 4500 Park Granada, Calabasas, California 91302.       

GENERAL                                                                         

The Notes will be issued pursuant to the Indenture. The Notes will be 
transferable and exchangeable at the designated office of the Indenture Trustee 
located at 101 Barclay Street, New York, New York 10286 (Attention: Corporate   
Trust MBS Administration), telephone: (212) 815-3236, facsimile: (212) 815-3986.

EVENT OF DEFAULT                                                                

   An "EVENT OF DEFAULT" is any one of the following: (a) the failure by the
Issuer to pay accrued interest on any Class of Notes or the Principal Payment   
Amount with respect to a Payment Date on such Payment Date; (b) a default by the
Issuer in the observance of certain negative covenants in the Indenture; (c) a  
default by the Issuer in the observance of any other covenant of the Indenture, 
and the continuation of any such default for a period of thirty days after      
notice to the Issuer by the Indenture Trustee or by the Holders of at least 25% 
of the aggregate Note Principal Balance of the Notes, as applicable; (d) any    
representation or warranty made by the Issuer in the Indenture or in any Note or
other writing delivered pursuant thereto having been incorrect in a material    
respect as of the time made, and the circumstance in respect of which such      
representation or warranty is incorrect not having been cured within thirty days
after notice thereof is given to the Issuer by the Indenture Trustee or by the  
Holders of at least 25% of the aggregate Note Principal Balance of the Notes, as
applicable; (e) certain events of bankruptcy, insolvency, receivership or       
reorganization of the Issuer; or (f) the failure by the Issuer on the final     
scheduled Payment Date to pay all accrued interest, all remaining Interest Carry
Forward Amounts and to reduce the Note Principal Balances of the Notes to zero. 

RIGHTS UPON EVENT OF DEFAULT                                                    

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

  If following an Event of Default, the Notes have been declared to be due
and payable, the Indenture Trustee may, notwithstanding that acceleration, elect
to maintain possession of the collateral securing the Notes and to continue to  
apply payments on that collateral as if there had been no declaration           

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of acceleration if that collateral continues to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due 
if there had not been that declaration. In addition, the Indenture Trustee may  
not sell or otherwise liquidate the collateral securing the notes following an  
Event of Default, unless (a) Noteholders representing 100% of the aggregate Note
Principal Balance of the Notes then outstanding consent to that sale, (b) the   
proceeds of that sale or liquidation are sufficient to pay in full the principal
of and accrued interest, due and unpaid at their respective Pass-Through Rates, 
on the outstanding Note Principal Balance of the Notes at the date of that sale 
or (c) the Indenture Trustee determines that the collateral would not be        
sufficient on an ongoing basis to make all payments on the Notes as the payments
would have become due if the Notes had not been declared due and payable, and   
the Indenture Trustee obtains the consent of Noteholders representing 66 2/3% of
the aggregate Note Principal Balance of the Notes then outstanding.             

    If, following an Event of Default, in accordance with above paragraph, the
Indenture Trustee sells or causes to be sold the assets included in the Trust,  
proceeds from the sale of such assets will be applied as follows: (i) to amounts
owed to the Indenture Trustee, the Owner Trustee and the Master Servicer which  
have not been previously paid; (ii) to the Cap Counterparty, any amounts owed   
under the Cap Contract; (iii) to the Swap Provider any amounts owed under the   
Swap Agreement, (iv) to the Noteholders, the amount of interest then due and    
unpaid on the Notes (not including any Interest Carry Forward Amounts) on the   
Class A-1 Notes and Class A-2 Notes), first, to the Class A-1 Notes and Class   
A-2 Notes, on a pro rata basis, second, to the Class M-1 Notes, third, to the   
Class M-2 Notes, fourth, to the Class M-3 Notes, and fifth, to the Class B-1    
Notes; (v) to the Notes, the amount of principal then due and unpaid on such    
Notes, pro rata, without preference or priority of any kind, until the Note     
Principal Balance of each such Class is reduced to zero; (vi) to the Notes      
(other than the Class A-1 Notes), first, to the Class A-2 Notes, second, to the 
Class M-1 Notes, third, to the Class M-2 Notes, fourth, to the Class M-3 Notes, 
and fifth to the Class B-1 Notes, the amount of any related Unpaid Realized Loss
Amount not previously paid; (vii) to the Notes, first, to the Class A -1 Notes  
and Class A-2 Notes, on a pro rata basis, second, to the Class M-1 Notes, third,
to the Class M-2 Notes, fourth, to the Class M-3 Notes, and fifth, to the Class 
B-1 Notes, the amount of any related Interest Carry Forward Amount not          
previously paid and (viii) to the holders of the Owner Trust Certificates on    
behalf of the Issuer as provided in the Indenture.                              

 Unless an Event of Default shall occur and be continuing, the Indenture
Trustee shall be under no obligation to exercise any of the rights and powers   
under the Indenture at the request or direction of any of the Noteholders,      
unless such Noteholders shall have offered to the Indenture Trustee security or 
indemnity satisfactory to it against the costs, expenses and liabilities which  
might be incurred by it in compliance with such request or direction.           

LIMITATION ON SUITS                                                             

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

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RESIGNATION AND REMOVAL OF INDENTURE TRUSTEE                                    

     The Indenture Trustee may resign at any time, or in the event that there is
a conflict of interest with respect to a class of Notes, as Indenture Trustee   
with respect to the other class of Notes, the Issuer will be obligated to       
appoint a successor Indenture Trustee for the Notes or such class of Notes      
within the period specified in the Indenture. The Indenture Trustee may also be 
removed at any time by Noteholders representing more than 50% of the aggregate  
Note Principal Balance of the Notes then outstanding if the Indenture Trustee   
ceases to be eligible to continue as such under the Indenture or if the         
Indenture Trustee becomes incapable of acting, bankrupt, insolvent or if a      
receiver or public officer takes charge of the Indenture Trustee or its         
property. Any resignation or removal of the Indenture Trustee will not become   
effective until the acceptance of the appointment by a successor Indenture      
Trustee.                                                                        

MATURITY AND OPTIONAL TERMINATION                                               

     The final scheduled Payment Date for each class of the Notes is the Payment
Date in March 2035, which is the Payment Date in the month of the last maturing 
Mortgage Loan. The majority holder of the Owner Trust Certificates may purchase 
the Mortgage Loans from the trust, effecting the early redemption of the Notes, 
on or after the Payment Date on which the aggregate Stated Principal Balance of 
the Mortgage Loans as of the end of the prior Due Period is reduced to an amount
less than or equal to 10% of the aggregate Stated Principal Balance of the      
Mortgage Loans as of the Cut-off Date, plus the original pre-funded amounts (the
first such date being the "OPTIONAL TERMINATION DATE"). In the event that the   
Mortgage Loans are purchased by the majority holder of the Owner Trust          
Certificates, the purchase price will be equal to the aggregate Stated Principal
Balance of the Mortgage Loans and any accrued and unpaid interest at the        
weighted average of the mortgage rates through the day preceding the Payment    
Date on which the purchase occurs. The majority holder of the Owner Trust       
Certificates may be permitted to assign the right to purchase all remaining     
Mortgage Loans and REO Properties in the Trust as provided in the Servicing     
Agreement. If the majority holder of the Owner Trust Certificates does not      
exercise its option to purchase the mortgage loans within 30 days of the first  
possible optional termination date, the Servicer may also 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 
Notes.                                                                          

SPECIAL DERIVATIVE CONTRACTS                                                    

     At the direction of the Seller, certain special derivative contracts may be
assigned to the Indenture Trustee, on behalf of the Trust, for the benefit of   
the holders of the Owner Trust Certificates. Any acquisition of a special       
derivative contract will be accompanied by (i) an appropriate amendment to the  
Indenture, (ii) any opinion of counsel required by the Indenture and (iii) the  
consent of each holder of an Owner Trust Certificate to the acquisition of such 
special derivative contract.                                                    

 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL                                                                         

  The weighted average life of, and the yield to maturity on each Class of
the Notes generally will be directly related to the rate of payment of principal
(including prepayments) of the Mortgage Loans in the related Loan Group with    
respect to the Senior Notes or the Mortgage Loans with respect to the           
Subordinated Notes. The actual rate of principal prepayments on pools of        
mortgage loans is influenced by a variety of economic, tax, geographic,         
demographic, social, legal and other factors and has fluctuated considerably in 
recent years. In addition, the rate of principal prepayments may differ among   
pools of mortgage loans at any time because of specific factors relating to the 
mortgage loans in the particular pool, including, among other things, the age of
the mortgage loans, the geographic locations of the properties securing the     
loans, the extent of the mortgagor's equity in such properties, and changes in  
the                                                                             

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mortgagors' housing needs, job transfers and employment status. Furthermore, as 
described under "THE MORTGAGE POOL--ASSIGNMENT OF THE MORTGAGE LOANS" with      
respect to up to 50% of the Initial Mortgage Loans and up to 90% of the         
Subsequent Mortgage Loans in each Loan Group (the "DELAY DELIVERY MORTGAGE      
LOANS"), the Depositor may deliver the related Indenture Trustee Mortgage Files 
after the Closing Date or related Subsequent Transfer Date, as applicable.      
Should the Seller fail to deliver all or a portion of any such Indenture Trustee
Mortgage Files to the Depositor or other designee of the Depositor or, at the   
Depositor's direction, to the Indenture Trustee within the time periods         
described under "THE MORTGAGE POOL--ASSIGNMENT OF THE MORTGAGE LOANS" the Seller
will be required to use its best efforts to deliver a Substitute Mortgage Loan  
for the related Delay Delivery Mortgage Loan or repurchase the related Delay    
Delivery Mortgage Loan. Any repurchases pursuant to this provision would also   
have the effect of accelerating the rate of prepayments on the Mortgage Loans.  
In addition, approximately 72.15% and 68.89% of the Statistical Calculation Pool
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, require the      
payment of a penalty in connection with certain prepayments, generally during   
the first one to five years, as applicable, following origination of the related
Mortgage Loan. These penalties, if enforced by the Master Servicer, may affect  
the rate of prepayments on the Mortgage Loans.                                  

   The timing of changes in the rate of prepayments may significantly affect
the actual yield to investors who purchase the Notes at prices other than par,  
even if the average rate of principal prepayments is consistent with the        
expectations of investors. In general, the earlier the payment of principal of  
the mortgage loans the greater the effect on an investor's yield to maturity. As
a result, 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 Notes may not be offset by a   
subsequent like reduction (or increase) in the rate of principal prepayments.   
Investors must make their own decisions as to the appropriate prepayment        
assumptions to be used in deciding whether to purchase any of the Notes. The    
Depositor does not make any representations or warranties as to the rate of     
prepayment or the factors to be considered in connection with such              
determinations.                                                                 

PREPAYMENTS AND YIELDS FOR NOTES                                                

  The extent to which the yield to maturity of the Notes may vary from the
anticipated yield will depend upon the degree to which it is purchased at a     
discount or premium and, correspondingly, the degree to which the timing of     
payments thereon is sensitive to prepayments, liquidations and purchases of the 
Mortgage Loans in the related Loan Group in the case of the Senior Notes and    
both Loan Groups in the case of the Subordinated Notes. In particular, in the   
case of a Note purchased at a discount, an investor should consider the risk    
that a slower than anticipated rate of principal payments, liquidations and     
purchases of the Mortgage Loans could result in an actual yield to such investor
that is lower than the anticipated yield and, in the case of a Note purchased at
a premium, the risk that a faster than anticipated rate of principal payments,  
liquidations and purchases of such Mortgage Loans could result in an actual     
yield to such investor that is lower than the anticipated yield.                

Approximately 16.05% and 14.34% of the Statistical Calculation Pool   
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, are Fixed Rate   
Mortgage Loans. In general, if prevailing interest rates fall significantly     
below the interest rates on the Fixed Rate Mortgage Loans, such Mortgage Loans  
are likely to be subject to higher prepayment rates than if prevailing rates    
remain at or above the interest rates on such Mortgage Loans. Conversely, if    
prevailing interest rates rise appreciably above the interest rates on the Fixed
Rate Mortgage Loans, such Mortgage Loans are likely to experience a lower       
prepayment rate than if prevailing rates remain at or below the interest rates  
on such Mortgage Loans. In the event that Mortgage Loans with higher Mortgage   
Rates prepay at rates higher than other Mortgage Loans, the Available Funds Rate
may be lower than otherwise would be the case. As a result, the interest payable
on one or more Classes of the Notes on a Payment Date could be reduced because  
of the imposition of the Available Funds Rate.                                  

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Approximately 83.95% and 85.66% of the Statistical Calculation Pool   
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, are Adjustable   
Rate Mortgage Loans. As is the case with the Fixed Rate Mortgage Loans, the     
Adjustable Rate Mortgage Loans may be subject to a greater rate of principal    
prepayments in a declining interest rate environment. For example, if prevailing
interest rates fall significantly, the Adjustable Rate Mortgage Loans could be  
subject to higher prepayment rates than if prevailing interest rates remain     
constant because the availability of fixed rate mortgage loans at lower interest
rates may encourage mortgagors to refinance their Adjustable Rate Mortgage Loans
to a lower fixed interest rate. Prepayments on the Two-Year Hybrid and          
Three-Year Hybrid Mortgage Loans may differ as they approach their respective   
First Adjustment Dates. No assurance can be given as to the level of prepayment 
that the Mortgage Loans will experience.                                        

Although the Mortgage Rates on the Adjustable Rate Mortgage Loans are 
subject to adjustment, such Mortgage Rates adjust less frequently than the Note 
Rates on the Notes and adjust by reference to the Mortgage Index. Changes in    
One-Month LIBOR may not correlate with changes in the Mortgage Index and also   
may not correlate with prevailing interest rates. It is possible that an        
increased level of One-Month LIBOR could occur simultaneously with a lower level
of prevailing interest rates which would be expected to result in faster        
prepayments, thereby reducing the weighted average life of the Notes. The       
Mortgage Rate applicable to substantially all of the Adjustable Rate Mortgage   
Loans and any Adjustment Date will be based on the Mortgage Index value most    
recently announced generally as of a date either 45 days prior to, or the first 
business day of the month immediately preceding the month of, such Adjustment   
Date. Thus, if the Mortgage Index value with respect to an Adjustable Rate      
Mortgage Loan rises, the lag in time before the corresponding Mortgage Rate     
increases will, all other things being equal, slow the upward adjustment of the 
Available Funds Rate on the Notes. In addition, substantially all of the        
Adjustable Rate Mortgage Loans are expected to have Mortgage Rates which will   
not adjust for a substantial period of time after origination. See "The Mortgage
Pool" in this prospectus supplement.                                            

   The Cap Contract will be assigned to the Trust and is intended to provide
some protection against any Net Rate Carryover on the related Notes. However,   
payments under the Cap Contract are based on the Cap Contract Notional Balance, 
and not on the actual Stated Principal Balances of the Fixed Rate Mortgage      
Loans. Therefore, the Cap Contract may not provide sufficient funds to cover    
such Net Rate Carryover. In addition, payments under the Cap Contract are       
limited to the related specified rate, which is substantially higher than the   
rate of One-Month LIBOR as of the date of this prospectus supplement.           

    Although amounts received on the Cap Contract will be available to pay Net
Rate Carryover on the related Notes on or prior to the Cap Contract Termination 
Date, there is no assurance that funds will be available or sufficient to pay   
such amounts. The ratings assigned to the Notes do not address the likelihood of
the payment of Net Rate Carryover.                                              

   The Interest Rate Swap Agreement will provide some protection against Net
Rate Carryover on the Notes. However, the Interest Rate Swap Agreement may not  
provide sufficient funds to cover all such Net Rate Carryover. In addition,     
payments under the Interest Rate Swap Agreement are limited to a specified rate 
in effect from time to time. To the extent that net amounts payable under the   
Interest Rate Swap Agreement are insufficient to cover all such Net Rate        
Carryover, some or all of the Excess Cashflow may be used. However, there can be
no assurance that the Excess Cashflow will be sufficient to cover the Net Rate  
Carryover, particularly because on any Payment Date where the Note Rate is      
limited to the Available Funds Rate or the Maximun Note Rate, there will be     
little or no excess interest. In the event of a decrease in One-Month LIBOR, the
amount of Excess Cashflow available to the Notes will be reduced by any Net Swap
Payments and Swap Termination Payments (to the extent                           

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not due to a Swap Provider Trigger Event) paid to the Swap Provider as described
in this prospectus supplement. In addition, the Available Funds Rate and        
therefore the Note Rate on the Notes may be reduced by the requirement of the   
Trust to pay any Net Swap Payments and Swap Termination Payments (to the extent 
not due to a Swap Provider Trigger Event) to the Swap Provider as described in  
this prospectus supplement.                                                     

LAST SCHEDULED PAYMENT DATE                                                     

     Assuming that, among other things, no prepayments on the Mortgage Loans and
scheduled monthly payments of principal of and interest on each of the Mortgage 
Loans are timely received with respect to the Class 1-A, Class 2-A, Class M-1,  
Class M-2, Class M-3, Class M-4, Class M-6, Class M-7, Class M-8 and Class B    
Notes, the Payment Date six months following the date on which the Note         
Principal Balance of the applicable class of Notes would be reduced to zero (in 
any case, the "LAST SCHEDULED PAYMENT DATE"), is as follows:                    

  (A)  for the Class 1-A-1 Notes, the Payment Date in July 2035;

  (B)  for the Class 1-A-2 Notes, the Payment Date in July 2035;

   (C)  for the Class 2-A-1 Notes, the Payment Date in April 2027;

      (D)  for the Class 2-A-2 Notes, the Payment Date in February 2035;

  (E)  for the Class 2-A-3 Notes, the Payment Date in July 2035;

(F)  for the Class M-1 Notes, the Payment Date in June 2035;

(G)  for the Class M-2 Notes, the Payment Date in June 2035;

(H)  for the Class M-3 Notes, the Payment Date in May 2035; 

(I)  for the Class M-4 Notes, the Payment Date in May 2035; 

 (J)  for the Class M-5 Notes, the Payment Date in April 2035;

    (K)  for the Class M-6 Notes, the Payment Date in February 2035;

   (L)  for the Class M-7 Notes, the Payment Date in January 2035;

       (M)  for the Class M-8 Notes, the Payment Date in October 2034; and

(N)  for the Class B Notes, the Payment Date in June 2034.  

 The actual final Payment Date with respect to each Class of Notes could
occur significantly earlier than its Last Scheduled Payment Date because:       

     (1)  prepayments are likely to occur which will be applied to the
payment of the Note Principal Balances thereof; and                             

         (2)  the majority holder of the Owner Trust Certificates may purchase
all the mortgage loans when outstanding Stated Principal Balances thereof have  
declined to 10% or less of the sum of (i) the Initial Cut-off Date Pool         
Principal Balance and (ii) the Pre-Funded Amount.                               

Prepayments on mortgage loans are commonly measured relative to a     
prepayment model or standard. The prepayment models used in this prospectus     
supplement ("Prepayment Models") are based                                      

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on an assumed rate of prepayment each month of the then unpaid principal balance
of a pool of mortgage loans similar to the Mortgage Loans.                      

For the Fixed Rate Mortgage Loans, the Prepayment Model used in this  
prospectus supplement (the "FIXED RATE PREPAYMENT VECTOR" or "FRPV") is a       
prepayment assumption which represents an assumed rate of the prepayment each   
month relative to the then outstanding principal balance of a pool of mortgage  
loans for the life of mortgage loans. For example, a 100% FRPV assumes a        
constant prepayment rate ("CPR") of 2.0% per annum of the then outstanding      
principal balance of the mortgage loans in the first month of the life of the   
mortgage loans and an additional 2.0% per annum (i.e., 1/10 of the final per    
annum rate) in each month thereafter up to and including the tenth month.       
Beginning in the tenth month and in each month thereafter during the life of    
such mortgage loans, a 100% FRPV assumes a CPR of 20%. The other percentages of 
the FRPV identified herein assume that the mortgage loans will prepay at rates  
which start and increase in a similar manner (i.e., 1/10 of the final per annum 
rate) until they reach such respective percentages of constant rates of         
prepayment per annum.                                                           

For the Adjustable Rate Mortgage Loans, the Prepayment Model used in this       
prospectus supplement (the "ADJUSTABLE RATE PREPAYMENT VECTOR" or "ARPV") is a  
prepayment assumption which represents an assumed rate of the prepayment each   
month relative to the then outstanding principal balance of a pool of mortgage  
loans for the life of the mortgage loans. For example, with respect to 2/28     
adjustable rate mortgage loans, 100% ARPV assumes 6% CPR in month 1, an         
additional 1/11th of 26% CPR for each month thereafter, building to 32% CPR in  
month 12 and remaining constant at 32% CPR until month 24, increasing to and    
remaining constant at 60% CPR from month 25 until month 28 and beginning in     
month 29 decreasing by 1/12th of 28% CPR for each month thereafter to 32% CPR in
month 40 and remaining constant at 32% CPR from month 41 and thereafter; and    
with respect to 3/27 adjustable rate mortgage loans 100% ARPV assumes 6% CPR in 
month 1, an additional 1/11th of 26% CPR for each month thereafter, building to 
32% CPR in month 12 and remaining constant at 32% CPR until month 36, increasing
to and remaining constant at 60% CPR from month 37 until month 40 and beginning 
in month 41, decreasing by 1/12th of 28% CPR for each month thereafter to 32%   
CPR in month 52 and remaining constant at 32% CPR from month 53 and thereafter  
provided, however, in each case the prepayment rate will not exceed 85% CPR in  
any period for any given percentage of ARPV.                                    

     There is no assurance, however, that prepayments on the Mortgage Loans will
conform to any level of either Prepayment Model, and no representation is made  
that the Mortgage Loans will prepay at the prepayment rates shown or any other  
prepayment rate. The rate of principal payments on pools of mortgage loans is   
influenced by a variety of economic, geographic, social and other factors,      
including the level of interest rates. Other factors affecting prepayment of    
mortgage loans include changes in obligors' housing needs, job transfers and    
unemployment. In the case of mortgage loans in general, if prevailing interest  
rates fall significantly below the interest rates on such mortgage loans, the   
mortgage loans are likely to be subject to higher prepayment rates than if      
prevailing interest rates remain at or above the rates borne by such mortgage   
loans. Conversely, if prevailing interest rates rise above the interest on such 
mortgage loans, the rate of prepayment would be expected to decrease.           

The following tables have been prepared on the basis of the following 
assumptions (collectively, the "MODELING ASSUMPTIONS"):                         

     (1)  the Mortgage Loans prepay at the indicated percentage of the
related Prepayment Model;                                                       

        (2)  payments on the Notes are received, in cash, on the 25th day of
each month, commencing in March 2005, in accordance with the payment priorities 
defined herein;                                                                 

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      (3)  no defaults or delinquencies in, or modifications, waivers or
amendments respecting, the payment by the Mortgagors of principal and interest  
on the mortgage loans occur;                                                    

          (4)  scheduled payments are assumed to be received on the first day of
each month commencing in March 2005 and prepayments represent payment in full of
individual mortgage loans and are assumed to be received on the last day of each
month, commencing in February 2005, and include 30 days' interest thereon;      

       (5)  the level of the Mortgage Index remains constant at 3.190% per
annum and the level of One-Month LIBOR remains constant at 2.720% per annum;    

    (6)  the Note Margins for the Notes remain constant at the rates
applicable prior to the Optional Termination Date and are adjusted accordingly  
on any Payment Date following the first possible Optional Termination Date;     

(7)  the Closing Date for the Notes is March 18, 2005;      

    (8)  the Mortgage Rate for each Adjustable Rate Mortgage Loan is
adjusted on its next Adjustment Date (and on subsequent Adjustment Dates, if    
necessary) to equal the sum of                                                  

(a)  the assumed level of the Mortgage Index, and 

             (b)  the respective Gross Margin (such sum being subject to the
    applicable periodic adjustment caps and floors and the applicable lifetime
adjustment caps and floors),                                          

        (9)  except as indicated with respect to the weighted average lives,
optional termination is exercised on the first possible Optional Termination    
Date,                                                                           

(10) the scheduled monthly payment for each Mortgage Loan is
calculated based on its principal balance, mortgage rate and remaining          
amortization term to maturity so that each Mortgage Loan will amortize in       
amounts sufficient to repay the remaining principal balance of such Mortgage    
Loan by its remaining term to maturity, as indicated in the table below,        

         (11) scheduled monthly payments on each Adjustable Rate Mortgage Loan
will be adjusted in the month immediately following each related interest       
adjustment date (as necessary) for such Mortgage Loan to equal the fully        
amortizing payment described above,                                             

    (12) each Mortgage Loan has a Master Servicing Fee of 0.001% per
annum, a Servicing Fee of 0.50% per annum and a Indenture Trustee Fee of 0.009% 
per annum;                                                                      

    (13) all of the Pre-Funded Amount is used to purchase Subsequent
Mortgage Loans for inclusion in the Trust on the Closing Date; and              

          (14) the Mortgage Loans have the approximate characteristics described
below:                                                                          

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                                                        [Enlarge/Download Table]

                                             ORIGINAL  REMAINING                                                            
                                  ADJUSTED   INTEREST  INTEREST             REMAINING                                       
                        GROSS        NET       ONLY      ONLY                TERM TO                     GROSS    MONTHS TO 
  PRINCIPAL     LOAN   MORTGAGE   MORTGAGE    PERIOD    PERIOD      AGE      MATURITY                    MARGIN   NEXT RATE 
 BALANCE ($)    GROUP  RATE (%)    RATE (%)  (MONTHS)  (MONTHS)   (MONTHS)   (MONTHS)     LOAN TYPE       (%)     ADJUSTMENT
--------------  -----  ---------  ---------  --------  ---------  --------  ---------  ---------------  --------  ----------
                                                                                                                            
  9,430,715.60    1     7.136573   6.626573     N/A       N/A         0         360    2/28 Adjustable  5.658465      6     
    400,479.47    1     5.690000   5.180000     N/A       N/A         0         360    2/28 Adjustable  5.990000      6     
    436,522.62    1     5.940000   5.430000     N/A       N/A         0         360    2/28 Adjustable  5.990000      6     
  3,123,940.09    1     7.094527   6.584527     N/A       N/A         0         360    2/28 Adjustable  6.138791      6     
    284,340.42    1     5.690000   5.180000     N/A       N/A         0         360    2/28 Adjustable  5.990000      6     
 32,334,804.23    1     7.319760   6.809760     N/A       N/A         0         360    2/28 Adjustable  5.582913     12     
 10,707,236.08    1     7.119994   6.609994     N/A       N/A         0         360    2/28 Adjustable  6.367417     12     
    300,559.84    1     6.950000   6.440000     N/A       N/A         0         360    2/28 Adjustable  5.990000     12     
    639,432.22    1     7.461816   6.951816     N/A       N/A         0         360    2/28 Adjustable  6.750000     12     
  2,650,816.21    1     6.697033   6.187033     N/A       N/A         1         359    2/28 Adjustable  6.079505     11     
    219,958.01    1     7.540000   7.030000     N/A       N/A         1         359    2/28 Adjustable  6.750000     11     
    391,293.24    1     7.214736   6.704736     N/A       N/A         1         359    2/28 Adjustable  6.412805     11     
    317,046.25    1     7.194000   6.684000     N/A       N/A         0         360    2/28 Adjustable  6.415600     12     
    123,648.04    1     8.590000   8.080000     N/A       N/A         0         360    2/28 Adjustable  5.990000     12     
125,560,277.63    1     7.455271   6.945271     N/A       N/A         0         360    2/28 Adjustable  5.995332     24     
 35,642,177.63    1     7.729031   7.219031     N/A       N/A         0         360    2/28 Adjustable  6.439747     24     
    240,287.68    1     7.825000   7.315000     N/A       N/A         0         360    2/28 Adjustable  6.750000     24     
    108,129.46    1     7.250000   6.740000     N/A       N/A         0         360    2/28 Adjustable  6.750000     24     
  3,566,941.11    1     7.033376   6.523376     N/A       N/A         0         360    2/28 Adjustable  6.261431     24     
259,412,203.18    1     7.344852   6.834852     N/A       N/A         0         360    2/28 Adjustable  6.379408     24     
  1,008,141.82    1     7.332466   6.822466     N/A       N/A         0         360    2/28 Adjustable  5.990000     24     
  7,901,979.87    1     7.485524   6.975524     N/A       N/A         0         360    2/28 Adjustable  6.308109     24     
    190,227.75    1     5.890000   5.380000     N/A       N/A         1         359    2/28 Adjustable  5.990000     23     
 18,871,077.62    1     7.955953   7.445953     N/A       N/A         0         360    2/28 Adjustable  6.354098     24     
 16,495,720.86    1     7.452338   6.942338     N/A       N/A         0         360    2/28 Adjustable  6.358800     24     
     91,910.04    1     7.290000   6.780000     N/A       N/A         0         360    2/28 Adjustable  5.990000     24     
  1,415,828.41    1     7.028613   6.518613     N/A       N/A         0         360    2/28 Adjustable  6.136097     24     
    872,778.26    1     7.811903   7.301903     N/A       N/A         0         360    2/28 Adjustable  6.157391     24     
  4,725,433.01    1     6.861765   6.351765     N/A       N/A         0         360    2/28 Adjustable  6.054587     24     
    732,476.95    1     7.453944   6.943944     N/A       N/A         1         359    2/28 Adjustable  6.236328     23     
    240,287.68    1     6.990000   6.480000     N/A       N/A         1         359    2/28 Adjustable  5.990000     23     
 10,147,135.16    1     6.981075   6.471075     24        24          0         360    2/28 Adjustable  5.875287     24     
  3,779,751.92    1     6.360404   5.850404     24        24          0         360    2/28 Adjustable  6.208929     24     
    342,409.95    1     6.550000   6.040000     24        23          1         359    2/28 Adjustable  5.990000     23     
 42,238,086.28    1     6.640145   6.130145     24        24          0         360    2/28 Adjustable  6.153465     24     
    475,048.75    1     7.006720   6.496720     24        24          0         360    2/28 Adjustable  5.990000     24     
  1,391,933.14    1     7.141031   6.631031     24        24          0         360    2/28 Adjustable  5.990000     24     
  1,783,735.55    1     6.895837   6.385837     24        24          0         360    2/28 Adjustable  6.153808     24     
    206,630.05    1     6.640000   6.130000     24        23          1         359    2/28 Adjustable  5.990000     23     
  1,496,458.28    1     6.430455   5.920455     24        24          0         360    2/28 Adjustable  5.990000     24     
    531,703.24    1     6.897909   6.387909     24        24          0         360    2/28 Adjustable  5.990000     24     
  6,814,565.22    1     7.137175   6.627175     N/A       N/A         0         360    3/27 Adjustable  6.237717     36     
    695,833.08    1     7.255516   6.745516     N/A       N/A         0         360    3/27 Adjustable  6.750000     36     

[TABLE CONTINUED]                                                               

                                                                [Download Table]


                ADJUSTMENT  INITIAL   SUBSEQUENT              LIFE   
  PRINCIPAL     FREQUENCY   PERIODIC   PERIODIC     LIFE      FLOOR  
 BALANCE ($)     (MONTHS)   CAP (%)    CAP (%)     CAP (%)     (%)   
--------------  ----------  --------  ----------  ---------  --------
                                                                     
  9,430,715.60      6       2.000000    1.500000  14.136573  7.136573
    400,479.47      6       2.000000    1.500000  12.690000  5.690000
    436,522.62      6       2.000000    1.500000  12.940000  5.940000
  3,123,940.09      6       2.000000    1.500000  14.094527  7.094527
    284,340.42      6       2.000000    1.500000  12.690000  5.690000
 32,334,804.23      6       2.000000    1.500000  14.319760  7.319760
 10,707,236.08      6       2.015885    1.500000  14.119994  7.118478
    300,559.84      6       2.000000    1.500000  13.950000  6.950000
    639,432.22      6       2.000000    1.500000  14.461816  7.461816
  2,650,816.21      6       2.000000    1.500000  13.697033  6.697033
    219,958.01      6       2.000000    1.500000  14.540000  7.540000
    391,293.24      6       2.000000    1.500000  14.214736  7.214736
    317,046.25      6       2.000000    1.500000  14.194000  7.194000
    123,648.04      6       2.000000    1.500000  15.590000  8.590000
125,560,277.63      6       3.000000    2.000000  14.455271  7.450916
 35,642,177.63      6       3.000000    2.000000  14.729031  7.705839
    240,287.68      6       3.000000    2.000000  14.825000  7.825000
    108,129.46      6       3.000000    2.000000  14.250000  7.250000
  3,566,941.11      6       3.000000    2.000000  14.033376  7.033376
259,412,203.18      6       2.999181    1.999727  14.344852  7.343020
  1,008,141.82      6       3.000000    2.000000  14.332466  7.332466
  7,901,979.87      6       3.000000    2.000000  14.485524  7.485524
    190,227.75      6       3.000000    2.000000  12.890000  5.890000
 18,871,077.62      6       2.992307    1.997436  14.955953  7.955953
 16,495,720.86      6       2.930990    1.976997  14.452338  7.452338
     91,910.04      6       3.000000    2.000000  14.290000  7.290000
  1,415,828.41      6       3.000000    2.000000  14.028613  7.028613
    872,778.26      6       3.000000    2.000000  14.811903  7.811903
  4,725,433.01      6       3.000000    2.000000  13.861765  6.861765
    732,476.95      6       3.000000    2.000000  14.453944  7.453944
    240,287.68      6       3.000000    2.000000  13.990000  6.990000
 10,147,135.16      6       2.958954    1.986318  13.981075  6.981075
  3,779,751.92      6       3.000000    2.000000  13.360404  6.360404
    342,409.95      6       3.000000    2.000000  13.550000  6.550000
 42,238,086.28      6       2.994780    2.000000  13.640145  6.640145
    475,048.75      6       3.000000    2.000000  14.006720  7.006720
  1,391,933.14      6       3.000000    2.000000  14.141031  7.141031
  1,783,735.55      6       3.000000    2.000000  13.895837  6.895837
    206,630.05      6       3.000000    2.000000  13.640000  6.640000
  1,496,458.28      6       3.000000    2.000000  13.430455  6.430455
    531,703.24      6       3.000000    2.000000  13.897909  6.897909
  6,814,565.22      6       3.000000    2.000000  14.137175  7.137175
    695,833.08      6       3.000000    2.000000  14.255516  7.255516

S-95

424B5 96th Page of 266 TOC 1st Previous Next ↓Bottom Just 96th
                                                        [Enlarge/Download Table]

                                             ORIGINAL  REMAINING                                                            
                                  ADJUSTED   INTEREST  INTEREST             REMAINING                                       
                        GROSS        NET       ONLY      ONLY                TERM TO                     GROSS    MONTHS TO 
  PRINCIPAL     LOAN   MORTGAGE   MORTGAGE    PERIOD    PERIOD      AGE      MATURITY                    MARGIN   NEXT RATE 
 BALANCE ($)    GROUP  RATE (%)    RATE (%)  (MONTHS)  (MONTHS)   (MONTHS)   (MONTHS)     LOAN TYPE       (%)     ADJUSTMENT
--------------  -----  ---------  ---------  --------  ---------  --------  ---------  ---------------  --------  ----------
                                                                                                                            
  6,029,039.83    1     7.229597   6.719597     N/A       N/A         0         360    3/27 Adjustable  6.233006     36     
    576,690.43    1     6.350185   5.840185     N/A       N/A         0         360    3/27 Adjustable  6.341852     36     
    557,667.66    1     7.456840   6.946840     N/A       N/A         0         360    3/27 Adjustable  6.135542     36     
    124,816.10    1     9.140000   8.630000     N/A       N/A         0         360    3/27 Adjustable  5.990000     36     
    990,519.22    1     6.271577   5.761577     36        36          0         360    3/27 Adjustable  5.990000     36     
    402,815.60    1     5.840000   5.330000     36        36          0         360    3/27 Adjustable  5.990000     36     
  2,546,612.75    1     6.091375   5.581375     36        36          0         360    3/27 Adjustable  6.111609     36     
  4,479,696.59    1     6.972843   6.462843     N/A       N/A         0         360    3/27 Adjustable  6.154182     60     
    237,150.59    1     6.740000   6.230000     N/A       N/A         0         360    3/27 Adjustable  5.990000     60     
    457,442.01    1     6.190000   5.680000     N/A       N/A         1         359    3/27 Adjustable  5.990000     59     
  9,730,849.83    1     6.571398   6.061398     N/A       N/A         0         360    3/27 Adjustable  6.102712     60     
    200,239.73    1     6.603333   6.093333     N/A       N/A         0         360    3/27 Adjustable  5.990000     60     
    229,921.94    1     6.590000   6.080000     N/A       N/A         0         360    3/27 Adjustable  5.990000     60     
    140,167.81    1     7.290000   6.780000     N/A       N/A         0         120         Fixed         N/A        N/A    
    238,858.81    1     7.625115   7.115115     N/A       N/A         1         120         Fixed         N/A        N/A    
     90,107.88    1     7.690000   7.180000     N/A       N/A         0         120         Fixed         N/A        N/A    
    273,660.97    1     6.918293   6.408293     N/A       N/A         0         180         Fixed         N/A        N/A    
     75,766.71    1     9.290000   8.780000     N/A       N/A         0         180         Fixed         N/A        N/A    
    179,014.32    1     8.415000   7.905000     N/A       N/A         0         180         Fixed         N/A        N/A    
  1,785,205.94    1     6.526804   6.016804     N/A       N/A         0         180         Fixed         N/A        N/A    
     75,853.94    1     7.140000   6.630000     N/A       N/A         1         179         Fixed         N/A        N/A    
     94,780.14    1     6.240000   5.730000     N/A       N/A         1         180         Fixed         N/A        N/A    
    275,796.86    1     7.026980   6.516980     N/A       N/A         0         180         Fixed         N/A        N/A    
    102,789.73    1     7.790000   7.280000     N/A       N/A         0         180         Fixed         N/A        N/A    
    106,527.54    1     7.375000   6.865000     N/A       N/A         0         180         Fixed         N/A        N/A    
    250,284.92    1     6.990000   6.480000     N/A       N/A         1         239         Fixed         N/A        N/A    
  4,157,918.56    1     6.679635   6.169635     N/A       N/A         0         240         Fixed         N/A        N/A    
    232,278.09    1     7.628793   7.118793     N/A       N/A         1         240         Fixed         N/A        N/A    
    194,534.41    1     7.190000   6.680000     N/A       N/A         1         239         Fixed         N/A        N/A    
    134,427.61    1     8.000000   7.490000     N/A       N/A         0         300         Fixed         N/A        N/A    
 19,367,474.62    1     7.139400   6.629400     N/A       N/A         0         360         Fixed         N/A        N/A    
    176,210.97    1     6.902000   6.392000     N/A       N/A         1         360         Fixed         N/A        N/A    
  9,902,108.50    1     7.296612   6.786612     N/A       N/A         0         360         Fixed         N/A        N/A    
    783,204.35    1     7.175410   6.665410     N/A       N/A         0         360         Fixed         N/A        N/A    
    233,613.02    1     7.640000   7.130000     N/A       N/A         1         360         Fixed         N/A        N/A    
    662,793.52    1     8.780937   8.270937     N/A       N/A         0         360         Fixed         N/A        N/A    
    150,179.80    1     7.940000   7.430000     N/A       N/A         1         360         Fixed         N/A        N/A    
 69,798,819.69    1     6.724652   6.214652     N/A       N/A         0         360         Fixed         N/A        N/A    
    477,371.53    1     6.973266   6.463266     N/A       N/A         0         360         Fixed         N/A        N/A    
  3,874,954.62    1     6.993841   6.483841     N/A       N/A         0         360         Fixed         N/A        N/A    
  4,334,516.61    1     7.042607   6.532607     N/A       N/A         0         360         Fixed         N/A        N/A    
    172,673.40    1     7.093015   6.583015     N/A       N/A         1         360         Fixed         N/A        N/A    
    961,200.81    1     7.845682   7.335682     N/A       N/A         0         360         Fixed         N/A        N/A    
    130,489.56    1     6.250000   5.740000     N/A       N/A         0         360         Fixed         N/A        N/A    
    669,334.69    1     7.704799   7.194799     60        60          0         360         Fixed         N/A        N/A    

[TABLE CONTINUED]                                                               

                                                                [Download Table]


                ADJUSTMENT  INITIAL   SUBSEQUENT              LIFE   
  PRINCIPAL     FREQUENCY   PERIODIC   PERIODIC     LIFE      FLOOR  
 BALANCE ($)     (MONTHS)   CAP (%)    CAP (%)     CAP (%)     (%)   
--------------  ----------  --------  ----------  ---------  --------
                                                                     
  6,029,039.83      6       3.000000    2.000000  14.229597  7.229597
    576,690.43      6       3.000000    2.000000  13.350185  6.350185
    557,667.66      6       3.000000    2.000000  14.456840  7.456840
    124,816.10      6       3.000000    2.000000  16.140000  9.140000
    990,519.22      6       3.000000    2.000000  13.271577  6.271577
    402,815.60      6       3.000000    2.000000  12.840000  5.840000
  2,546,612.75      6       3.000000    2.000000  13.091375  6.091375
  4,479,696.59      6       3.000000    2.000000  13.972843  6.972843
    237,150.59      6       3.000000    2.000000  13.740000  6.740000
    457,442.01      6       3.000000    2.000000  13.190000  6.190000
  9,730,849.83      6       3.000000    2.000000  13.571398  6.571398
    200,239.73      6       3.000000    2.000000  13.603333  6.603333
    229,921.94      6       3.000000    2.000000  13.590000  6.590000
    140,167.81     N/A         N/A        N/A       N/A         N/A  
    238,858.81     N/A         N/A        N/A       N/A         N/A  
     90,107.88     N/A         N/A        N/A       N/A         N/A  
    273,660.97     N/A         N/A        N/A       N/A         N/A  
     75,766.71     N/A         N/A        N/A       N/A         N/A  
    179,014.32     N/A         N/A        N/A       N/A         N/A  
  1,785,205.94     N/A         N/A        N/A       N/A         N/A  
     75,853.94     N/A         N/A        N/A       N/A         N/A  
     94,780.14     N/A         N/A        N/A       N/A         N/A  
    275,796.86     N/A         N/A        N/A       N/A         N/A  
    102,789.73     N/A         N/A        N/A       N/A         N/A  
    106,527.54     N/A         N/A        N/A       N/A         N/A  
    250,284.92     N/A         N/A        N/A       N/A         N/A  
  4,157,918.56     N/A         N/A        N/A       N/A         N/A  
    232,278.09     N/A         N/A        N/A       N/A         N/A  
    194,534.41     N/A         N/A        N/A       N/A         N/A  
    134,427.61     N/A         N/A        N/A       N/A         N/A  
 19,367,474.62     N/A         N/A        N/A       N/A         N/A  
    176,210.97     N/A         N/A        N/A       N/A         N/A  
  9,902,108.50     N/A         N/A        N/A       N/A         N/A  
    783,204.35     N/A         N/A        N/A       N/A         N/A  
    233,613.02     N/A         N/A        N/A       N/A         N/A  
    662,793.52     N/A         N/A        N/A       N/A         N/A  
    150,179.80     N/A         N/A        N/A       N/A         N/A  
 69,798,819.69     N/A         N/A        N/A       N/A         N/A  
    477,371.53     N/A         N/A        N/A       N/A         N/A  
  3,874,954.62     N/A         N/A        N/A       N/A         N/A  
  4,334,516.61     N/A         N/A        N/A       N/A         N/A  
    172,673.40     N/A         N/A        N/A       N/A         N/A  
    961,200.81     N/A         N/A        N/A       N/A         N/A  
    130,489.56     N/A         N/A        N/A       N/A         N/A  
    669,334.69     N/A         N/A        N/A       N/A         N/A  

S-96

424B5 97th Page of 266 TOC 1st Previous Next ↓Bottom Just 97th
                                                        [Enlarge/Download Table]

                                             ORIGINAL  REMAINING                                                            
                                  ADJUSTED   INTEREST  INTEREST             REMAINING                                       
                        GROSS        NET       ONLY      ONLY                TERM TO                     GROSS    MONTHS TO 
  PRINCIPAL     LOAN   MORTGAGE   MORTGAGE    PERIOD    PERIOD      AGE      MATURITY                    MARGIN   NEXT RATE 
 BALANCE ($)    GROUP  RATE (%)    RATE (%)  (MONTHS)  (MONTHS)   (MONTHS)   (MONTHS)     LOAN TYPE       (%)     ADJUSTMENT
--------------  -----  ---------  ---------  --------  ---------  --------  ---------  ---------------  --------  ----------
                                                                                                                            
  1,297,159.67    1     6.757032   6.247032     60        60          0         360         Fixed         N/A        N/A    
  7,747,038.98    2     6.992209   6.482209     N/A       N/A         0         360    2/28 Adjustable  6.003366      6     
    335,811.50    2     7.340000   6.830000     N/A       N/A         2         358    2/28 Adjustable  5.990000      4     
  2,276,958.64    2     6.703242   6.193242     N/A       N/A         1         359    2/28 Adjustable  5.990000      5     
 22,863,695.02    2     7.163754   6.653754     N/A       N/A         0         360    2/28 Adjustable  5.672927     12     
  7,469,948.97    2     6.868800   6.358800     N/A       N/A         1         359    2/28 Adjustable  6.188812     11     
    527,297.97    2     6.500000   5.990000     N/A       N/A         0         360    2/28 Adjustable  6.990000     12     
     77,559.52    2     6.490000   5.980000     N/A       N/A         0         360    2/28 Adjustable  6.990000     12     
  1,380,038.63    2     6.887925   6.377925     N/A       N/A         0         360    2/28 Adjustable  6.220221     12     
    250,796.26    2     5.590000   5.080000     N/A       N/A         0         360    2/28 Adjustable  5.990000     12     
    540,246.80    2     8.204640   7.694640     N/A       N/A         0         360    2/28 Adjustable  6.935738     12     
    177,278.91    2    10.750000  10.240000     N/A       N/A         0         360    2/28 Adjustable  6.990000     12     
    844,149.47    2     6.750065   6.240065     12         9          3         357    2/28 Adjustable  5.990000      9     
  1,265,520.57    2     6.929469   6.419469     12        10          2         358    2/28 Adjustable  6.209984     10     
    420,193.86    2     7.540000   7.030000     12        10          2         358    2/28 Adjustable  5.990000     10     
    332,985.38    2     5.390000   4.880000     12        10          2         358    2/28 Adjustable  6.750000     10     
178,374,533.32    2     7.935354   7.425354     N/A       N/A         1         359    2/28 Adjustable  6.197921     23     
     75,523.27    2     9.940000   9.430000     N/A       N/A         2         358    2/28 Adjustable  6.750000     22     
    101,395.07    2     8.640000   8.130000     N/A       N/A         1         359    2/28 Adjustable  5.990000     23     
 32,220,171.83    2     7.559271   7.049271     N/A       N/A         1         359    2/28 Adjustable  6.298431     23     
    736,775.43    2     7.896363   7.386363     N/A       N/A         0         360    2/28 Adjustable  5.990000     24     
  1,664,392.67    2     6.902079   6.392079     N/A       N/A         0         360    2/28 Adjustable  6.280767     24     
  2,339,526.63    2     8.343058   7.833058     N/A       N/A         0         360    2/28 Adjustable  6.406423     24     
    144,706.58    2     6.690000   6.180000     N/A       N/A         0         360    2/28 Adjustable  5.990000     24     
246,319,079.69    2     7.411824   6.901824     N/A       N/A         1         359    2/28 Adjustable  6.358319     23     
  1,414,952.91    2     7.609887   7.099887     N/A       N/A         0         360    2/28 Adjustable  6.535210     24     
  1,354,133.28    2     7.311934   6.801934     N/A       N/A         3         357    2/28 Adjustable  6.738402     21     
  5,987,089.60    2     8.264940   7.754940     N/A       N/A         0         360    2/28 Adjustable  6.513835     24     
    741,925.90    2     8.225641   7.715641     N/A       N/A         2         358    2/28 Adjustable  6.183106     22     
     87,758.40    2     8.740000   8.230000     N/A       N/A         0         360    2/28 Adjustable  6.750000     24     
 23,280,996.14    2     8.324248   7.814248     N/A       N/A         1         359    2/28 Adjustable  6.482915     23     
 24,309,023.79    2     7.964501   7.454501     N/A       N/A         1         359    2/28 Adjustable  6.558171     23     
    273,481.74    2     8.706681   8.196681     N/A       N/A         1         359    2/28 Adjustable  6.840440     23     
  5,511,428.96    2     8.303560   7.793560     N/A       N/A         1         359    2/28 Adjustable  6.488268     23     
    182,218.16    2     9.440000   8.930000     N/A       N/A         0         360    2/28 Adjustable  6.990000     24     
    231,895.54    2     8.227086   7.717086     N/A       N/A         2         358    2/28 Adjustable  6.990000     22     
  9,441,346.15    2     7.364356   6.854356     N/A       N/A         1         359    2/28 Adjustable  6.342824     23     
    610,322.90    2     7.486984   6.976984     N/A       N/A         1         359    2/28 Adjustable  6.423033     23     
     98,250.96    2     8.715000   8.205000     N/A       N/A         1         359    2/28 Adjustable  6.750000     23     
 18,356,595.52    2     6.928581   6.418581     24        24          0         360    2/28 Adjustable  6.015665     24     
  9,462,846.60    2     6.663718   6.153718     24        23          1         359    2/28 Adjustable  6.183214     23     
    193,298.08    2     5.600000   5.090000     24        23          1         359    2/28 Adjustable  5.990000     23     
 73,122,576.62    2     6.539782   6.029782     24        23          1         359    2/28 Adjustable  6.109589     23     
  2,077,634.09    2     7.042429   6.532429     24        23          1         359    2/28 Adjustable  5.990000     23     
  1,815,773.91    2     6.906575   6.396575     24        23          1         359    2/28 Adjustable  6.251156     23     

[TABLE CONTINUED]                                                               

                                                                [Download Table]


                ADJUSTMENT  INITIAL   SUBSEQUENT              LIFE    
  PRINCIPAL     FREQUENCY   PERIODIC   PERIODIC     LIFE      FLOOR   
 BALANCE ($)     (MONTHS)   CAP (%)    CAP (%)     CAP (%)     (%)    
--------------  ----------  --------  ----------  ---------  ---------
                                                                      
  1,297,159.67     N/A         N/A        N/A       N/A         N/A   
  7,747,038.98      6       2.000000    1.500000  13.992209   6.992209
    335,811.50      6       3.000000    1.500000  14.340000   7.340000
  2,276,958.64      6       2.000000    1.500000  13.703242   6.703242
 22,863,695.02      6       2.000000    1.500000  14.163754   7.163754
  7,469,948.97      6       2.000000    1.500000  13.868800   6.868800
    527,297.97      6       2.000000    1.500000  13.500000   6.500000
     77,559.52      6       2.000000    1.500000  13.490000   6.490000
  1,380,038.63      6       2.000000    1.500000  13.887925   6.887925
    250,796.26      6       2.000000    1.500000  12.590000   5.590000
    540,246.80      6       2.000000    1.500000  15.204640   8.204640
    177,278.91      6       2.000000    1.500000  17.750000  10.750000
    844,149.47      6       2.000000    1.500000  13.750065   6.750065
  1,265,520.57      6       2.000000    1.500000  13.929469   6.929469
    420,193.86      6       2.000000    1.500000  14.540000   7.540000
    332,985.38      6       2.000000    1.500000  12.390000   5.390000
178,374,533.32      6       2.990723    1.996083  14.930077   7.933492
     75,523.27      6       3.000000    2.000000  16.940000   9.940000
    101,395.07      6       3.000000    2.000000  15.640000   8.640000
 32,220,171.83      6       3.000000    2.000000  14.559271   7.559271
    736,775.43      6       3.000000    2.000000  14.896363   7.896363
  1,664,392.67      6       3.000000    2.000000  13.902079   6.902079
  2,339,526.63      6       3.000000    2.000000  15.343058   8.343058
    144,706.58      6       3.000000    2.000000  13.690000   6.690000
246,319,079.69      6       2.989897    1.996632  14.411824   7.405562
  1,414,952.91      6       3.000000    2.000000  14.609887   7.609887
  1,354,133.28      6       3.000000    2.000000  14.311934   7.311934
  5,987,089.60      6       3.000000    2.000000  15.264940   8.264940
    741,925.90      6       3.000000    2.000000  15.225641   8.225641
     87,758.40      6       3.000000    2.000000  15.740000   8.740000
 23,280,996.14      6       2.971703    1.990568  15.324248   8.324248
 24,309,023.79      6       2.982702    1.994234  14.964501   7.964501
    273,481.74      6       3.000000    2.000000  15.706681   8.706681
  5,511,428.96      6       3.000000    2.000000  15.303560   8.303560
    182,218.16      6       3.000000    2.000000  16.440000   9.440000
    231,895.54      6       3.000000    2.000000  15.227086   8.227086
  9,441,346.15      6       3.000000    2.000000  14.364356   7.364356
    610,322.90      6       3.000000    2.000000  14.486984   7.486984
     98,250.96      6       3.000000    2.000000  15.715000   8.715000
 18,356,595.52      6       3.000000    2.000000  13.928581   6.928581
  9,462,846.60      6       3.000000    2.000000  13.663718   6.663718
    193,298.08      6       3.000000    2.000000  12.600000   5.600000
 73,122,576.62      6       3.000000    2.000000  13.539782   6.539782
  2,077,634.09      6       3.000000    2.000000  14.042429   7.042429
  1,815,773.91      6       3.000000    2.000000  13.906575   6.906575

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                                                        [Enlarge/Download Table]

                                             ORIGINAL  REMAINING                                                            
                                  ADJUSTED   INTEREST  INTEREST             REMAINING                                       
                        GROSS        NET       ONLY      ONLY                TERM TO                     GROSS    MONTHS TO 
  PRINCIPAL     LOAN   MORTGAGE   MORTGAGE    PERIOD    PERIOD      AGE      MATURITY                    MARGIN   NEXT RATE 
 BALANCE ($)    GROUP  RATE (%)    RATE (%)  (MONTHS)  (MONTHS)   (MONTHS)   (MONTHS)     LOAN TYPE       (%)     ADJUSTMENT
--------------  -----  ---------  ---------  --------  ---------  --------  ---------  ---------------  --------  ----------
                                                                                                                            
  1,512,076.98    2     6.367426   5.857426     24        23          1         359    2/28 Adjustable  6.286636     23     
    299,291.66    2     6.683827   6.173827     24        24          0         360    2/28 Adjustable  5.990000     24     
  1,219,459.42    2     6.791724   6.281724     24        24          0         360    2/28 Adjustable  6.386847     24     
  6,399,911.07    2     6.745629   6.235629     N/A       N/A         1         359    3/27 Adjustable  6.192542     35     
    221,264.91    2     7.990000   7.480000     N/A       N/A         0         360    3/27 Adjustable  6.750000     36     
    203,936.35    2     7.725000   7.215000     N/A       N/A         3         357    3/27 Adjustable  6.450000     33     
  8,866,719.21    2     6.918670   6.408670     N/A       N/A         1         359    3/27 Adjustable  6.186370     35     
    192,897.61    2     8.340000   7.830000     N/A       N/A         0         360    3/27 Adjustable  5.990000     36     
  1,032,313.94    2     6.834446   6.324446     N/A       N/A         1         359    3/27 Adjustable  6.206509     35     
    217,360.23    2     7.750000   7.240000     N/A       N/A         0         360    3/27 Adjustable  6.450000     36     
  1,004,936.47    2     6.390340   5.880340     36        35          1         359    3/27 Adjustable  6.314336     35     
  3,373,104.91    2     6.072768   5.562768     36        35          1         359    3/27 Adjustable  6.010912     35     
  2,980,364.92    2     7.046205   6.536205     N/A       N/A         0         360    3/27 Adjustable  5.864494     60     
    504,604.13    2     6.970000   6.460000     N/A       N/A         0         360    3/27 Adjustable  5.990000     60     
  6,304,577.58    2     6.740985   6.230985     N/A       N/A         1         359    3/27 Adjustable  6.102779     59     
    120,143.84    2     8.390000   7.880000     N/A       N/A         0         360    3/27 Adjustable  6.750000     60     
    260,578.64    2     6.790000   6.280000     N/A       N/A         0         360    3/27 Adjustable  5.990000     60     
    749,220.22    2     7.731110   7.221110     N/A       N/A         1         359    3/27 Adjustable  6.103748     59     
    198,904.80    2     6.740000   6.230000     N/A       N/A         0         360    3/27 Adjustable  5.990000     60     
     79,679.41    2     8.890000   8.380000     N/A       N/A         2         119         Fixed         N/A        N/A    
    140,167.81    2     7.950000   7.440000     N/A       N/A         0         120         Fixed         N/A        N/A    
     94,780.14    2     9.390000   8.880000     N/A       N/A         1         120         Fixed         N/A        N/A    
  1,013,988.70    2     8.760243   8.250243     N/A       N/A         0         180         Fixed         N/A        N/A    
  3,897,035.03    2     6.916163   6.406163     N/A       N/A         1         180         Fixed         N/A        N/A    
    437,056.59    2     7.793955   7.283955     N/A       N/A         0         180         Fixed         N/A        N/A    
    107,195.00    2     7.790000   7.280000     N/A       N/A         0         180         Fixed         N/A        N/A    
    950,805.01    2     7.667617   7.157617     N/A       N/A         1         240         Fixed         N/A        N/A    
    303,704.87    2     5.990000   5.480000     N/A       N/A         1         239         Fixed         N/A        N/A    
  3,457,863.41    2     6.548324   6.038324     N/A       N/A         1         240         Fixed         N/A        N/A    
    217,326.86    2     8.265676   7.755676     N/A       N/A         1         240         Fixed         N/A        N/A    
    333,229.10    2     6.340000   5.830000     N/A       N/A         1         299         Fixed         N/A        N/A    
    410,691.70    2     7.445392   6.935392     N/A       N/A         0         300         Fixed         N/A        N/A    
 19,650,164.97    2     7.733042   7.223042     N/A       N/A         1         359         Fixed         N/A        N/A    
    133,257.62    2     6.640000   6.130000     N/A       N/A         2         358         Fixed         N/A        N/A    
    643,930.19    2     6.138676   5.628676     N/A       N/A         2         358         Fixed         N/A        N/A    
  6,126,171.40    2     7.318631   6.808631     N/A       N/A         1         360         Fixed         N/A        N/A    
    821,875.09    2     7.805312   7.295312     N/A       N/A         0         358         Fixed         N/A        N/A    
    260,311.65    2     7.990000   7.480000     N/A       N/A         0         360         Fixed         N/A        N/A    
 60,592,261.78    2     6.743190   6.233190     N/A       N/A         1         360         Fixed         N/A        N/A    
    160,191.79    2     7.490000   6.980000     N/A       N/A         0         360         Fixed         N/A        N/A    
    166,717.05    2     6.550000   6.040000     N/A       N/A         2         359         Fixed         N/A        N/A    
  1,462,517.93    2     6.857108   6.347108     N/A       N/A         1         360         Fixed         N/A        N/A    
  3,691,563.74    2     7.835322   7.325322     N/A       N/A         0         360         Fixed         N/A        N/A    
  4,005,887.27    2     7.807540   7.297540     N/A       N/A         0         360         Fixed         N/A        N/A    
    533,004.56    2     6.500000   5.990000     N/A       N/A         2         358         Fixed         N/A        N/A    

[TABLE CONTINUED]                                                               

                                                                [Download Table]


                ADJUSTMENT  INITIAL   SUBSEQUENT              LIFE   
  PRINCIPAL     FREQUENCY   PERIODIC   PERIODIC     LIFE      FLOOR  
 BALANCE ($)     (MONTHS)   CAP (%)    CAP (%)     CAP (%)     (%)   
--------------  ----------  --------  ----------  ---------  --------
                                                                     
  1,512,076.98      6       2.614373    1.871458  13.367426  6.367426
    299,291.66      6       3.000000    2.000000  13.683827  6.683827
  1,219,459.42      6       3.000000    2.000000  13.791724  6.791724
  6,399,911.07      6       3.000000    2.000000  13.745629  6.745629
    221,264.91      6       3.000000    2.000000  14.990000  7.990000
    203,936.35      6       3.000000    2.000000  14.725000  7.725000
  8,866,719.21      6       2.928938    1.964469  13.918670  6.918670
    192,897.61      6       3.000000    2.000000  15.340000  8.340000
  1,032,313.94      6       3.000000    2.000000  13.834446  6.834446
    217,360.23      6       3.000000    2.000000  14.750000  7.750000
  1,004,936.47      6       3.000000    2.000000  13.390340  6.390340
  3,373,104.91      6       2.831407    1.943802  13.072768  6.072768
  2,980,364.92      6       3.000000    2.000000  14.046205  7.046205
    504,604.13      6       3.000000    2.000000  13.970000  6.970000
  6,304,577.58      6       3.000000    2.000000  13.740985  6.740985
    120,143.84      6       3.000000    2.000000  15.390000  8.390000
    260,578.64      6       3.000000    2.000000  13.790000  6.790000
    749,220.22      6       3.000000    2.000000  14.731110  7.731110
    198,904.80      6       3.000000    2.000000  13.740000  6.740000
     79,679.41     N/A         N/A        N/A       N/A         N/A  
    140,167.81     N/A         N/A        N/A       N/A         N/A  
     94,780.14     N/A         N/A        N/A       N/A         N/A  
  1,013,988.70     N/A         N/A        N/A       N/A         N/A  
  3,897,035.03     N/A         N/A        N/A       N/A         N/A  
    437,056.59     N/A         N/A        N/A       N/A         N/A  
    107,195.00     N/A         N/A        N/A       N/A         N/A  
    950,805.01     N/A         N/A        N/A       N/A         N/A  
    303,704.87     N/A         N/A        N/A       N/A         N/A  
  3,457,863.41     N/A         N/A        N/A       N/A         N/A  
    217,326.86     N/A         N/A        N/A       N/A         N/A  
    333,229.10     N/A         N/A        N/A       N/A         N/A  
    410,691.70     N/A         N/A        N/A       N/A         N/A  
 19,650,164.97     N/A         N/A        N/A       N/A         N/A  
    133,257.62     N/A         N/A        N/A       N/A         N/A  
    643,930.19     N/A         N/A        N/A       N/A         N/A  
  6,126,171.40     N/A         N/A        N/A       N/A         N/A  
    821,875.09     N/A         N/A        N/A       N/A         N/A  
    260,311.65     N/A         N/A        N/A       N/A         N/A  
 60,592,261.78     N/A         N/A        N/A       N/A         N/A  
    160,191.79     N/A         N/A        N/A       N/A         N/A  
    166,717.05     N/A         N/A        N/A       N/A         N/A  
  1,462,517.93     N/A         N/A        N/A       N/A         N/A  
  3,691,563.74     N/A         N/A        N/A       N/A         N/A  
  4,005,887.27     N/A         N/A        N/A       N/A         N/A  
    533,004.56     N/A         N/A        N/A       N/A         N/A  

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                                                        [Enlarge/Download Table]

                                             ORIGINAL  REMAINING                                                            
                                  ADJUSTED   INTEREST  INTEREST             REMAINING                                       
                        GROSS        NET       ONLY      ONLY                TERM TO                     GROSS    MONTHS TO 
  PRINCIPAL     LOAN   MORTGAGE   MORTGAGE    PERIOD    PERIOD      AGE      MATURITY                    MARGIN   NEXT RATE 
 BALANCE ($)    GROUP  RATE (%)    RATE (%)  (MONTHS)  (MONTHS)   (MONTHS)   (MONTHS)     LOAN TYPE       (%)     ADJUSTMENT
--------------  -----  ---------  ---------  --------  ---------  --------  ---------  ---------------  --------  ----------
                                                                                                                            
    260,353.60    2     7.484075   6.974075     N/A       N/A         1         359         Fixed         N/A        N/A    
  1,623,410.27    2     8.497032   7.987032     N/A       N/A         0         360         Fixed         N/A        N/A    
    107,795.72    2     8.790000   8.280000     N/A       N/A         0         360         Fixed         N/A        N/A    
    914,428.12    2     6.922117   6.412117     60        59          1         359         Fixed         N/A        N/A    
    424,508.24    2     5.990000   5.480000     60        58          2         358         Fixed         N/A        N/A    
  7,973,780.49    2     6.582620   6.072620     60        59          1         359         Fixed         N/A        N/A    

[TABLE CONTINUED]                                                               

                                                                [Download Table]


                ADJUSTMENT  INITIAL   SUBSEQUENT              LIFE   
  PRINCIPAL     FREQUENCY   PERIODIC   PERIODIC     LIFE      FLOOR  
 BALANCE ($)     (MONTHS)   CAP (%)    CAP (%)     CAP (%)     (%)   
--------------  ----------  --------  ----------  ---------  --------
                                                                     
    260,353.60     N/A         N/A        N/A       N/A         N/A  
  1,623,410.27     N/A         N/A        N/A       N/A         N/A  
    107,795.72     N/A         N/A        N/A       N/A         N/A  
    914,428.12     N/A         N/A        N/A       N/A         N/A  
    424,508.24     N/A         N/A        N/A       N/A         N/A  
  7,973,780.49     N/A         N/A        N/A       N/A         N/A  

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 PERCENT OF THE INITIAL NOTE PRINCIPAL BALANCE
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL

                               CLASS 1-A-1 AND CLASS 1-A-2

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............    97       80       75       71       64      
February 25, 2007...............    96       55       46       37       25      
February 25, 2008...............    95       26       14        4        0      
February 25, 2009...............    94       23       14        4        0      
February 25, 2010...............    93       17       11        0        0      
February 25, 2011...............    91       13        8        0        0      
February 25, 2012...............    90       10        0        0        0      
February 25, 2013...............    88        0        0        0        0      
February 25, 2014...............    87        0        0        0        0      
February 25, 2015...............    85        0        0        0        0      
February 25, 2016...............    83        0        0        0        0      
February 25, 2017...............    80        0        0        0        0      
February 25, 2018...............    78        0        0        0        0      
February 25, 2019...............    75        0        0        0        0      
February 25, 2020...............    72        0        0        0        0      
February 25, 2021...............    69        0        0        0        0      
February 25, 2022...............    66        0        0        0        0      
February 25, 2023...............    62        0        0        0        0      
February 25, 2024...............    58        0        0        0        0      
February 25, 2025...............    53        0        0        0        0      
February 25, 2026...............    48        0        0        0        0      
February 25, 2027...............    43        0        0        0        0      
February 25, 2028...............    38        0        0        0        0      
February 25, 2029...............    34        0        0        0        0      
February 25, 2030...............    29        0        0        0        0      
February 25, 2031...............    24        0        0        0        0      
February 25, 2032...............    19        0        0        0        0      
February 25, 2033...............    13        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    19.11     2.75     2.12     1.63     1.32   
Weighted Average Life                                                           
(in years)(1)(2)................    19.16     3.01     2.34     1.80     1.32   

----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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 PERCENT OF THE INITIAL NOTE PRINCIPAL BALANCE
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL

                               CLASS 2-A-1

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............    95       60       51       41       27      
February 25, 2007...............    94       11        0        0        0      
February 25, 2008...............    92        0        0        0        0      
February 25, 2009...............    90        0        0        0        0      
February 25, 2010...............    87        0        0        0        0      
February 25, 2011...............    85        0        0        0        0      
February 25, 2012...............    82        0        0        0        0      
February 25, 2013...............    79        0        0        0        0      
February 25, 2014...............    76        0        0        0        0      
February 25, 2015...............    73        0        0        0        0      
February 25, 2016...............    69        0        0        0        0      
February 25, 2017...............    65        0        0        0        0      
February 25, 2018...............    60        0        0        0        0      
February 25, 2019...............    55        0        0        0        0      
February 25, 2020...............    50        0        0        0        0      
February 25, 2021...............    44        0        0        0        0      
February 25, 2022...............    38        0        0        0        0      
February 25, 2023...............    31        0        0        0        0      
February 25, 2024...............    23        0        0        0        0      
February 25, 2025...............    15        0        0        0        0      
February 25, 2026...............     6        0        0        0        0      
February 25, 2027...............     0        0        0        0        0      
February 25, 2028...............     0        0        0        0        0      
February 25, 2029...............     0        0        0        0        0      
February 25, 2030...............     0        0        0        0        0      
February 25, 2031...............     0        0        0        0        0      
February 25, 2032...............     0        0        0        0        0      
February 25, 2033...............     0        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    13.55     1.18     1.00     0.87     0.73   
Weighted Average Life                                                           
(in years)(1)(2)................    13.55     1.18     1.00     0.87     0.73   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                           CLASS 2-A-2

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100       91       69       38      
February 25, 2008...............   100       49       21        0        0      
February 25, 2009...............   100       44       21        0        0      
February 25, 2010...............   100       31       17        0        0      
February 25, 2011...............   100       22       10        0        0      
February 25, 2012...............   100       14        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............    95        0        0        0        0      
February 25, 2028...............    81        0        0        0        0      
February 25, 2029...............    71        0        0        0        0      
February 25, 2030...............    61        0        0        0        0      
February 25, 2031...............    49        0        0        0        0      
February 25, 2032...............    36        0        0        0        0      
February 25, 2033...............    22        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    25.68     4.13     3.00     2.17     1.84   
Weighted Average Life                                                           
(in years)(1)(2)................    25.70     4.24     3.09     2.17     1.84   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                         CLASS 2-A-3

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100       68        0      
February 25, 2009...............   100      100      100       68        0      
February 25, 2010...............   100      100      100        0        0      
February 25, 2011...............   100      100      100        0        0      
February 25, 2012...............   100      100        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............   100        0        0        0        0      
February 25, 2029...............   100        0        0        0        0      
February 25, 2030...............   100        0        0        0        0      
February 25, 2031...............   100        0        0        0        0      
February 25, 2032...............   100        0        0        0        0      
February 25, 2033...............   100        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    28.85     7.94     6.02     4.12     2.38   
Weighted Average Life                                                           
(in years)(1)(2)................    29.65    13.70    10.77     7.37     2.38   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                             CLASS M-1

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100       64      
February 25, 2009...............   100       58       90      100        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.20     4.68     4.69     3.00   
Weighted Average Life                                                           
(in years)(1)(2)................    26.76     5.83     5.20     5.98     5.46   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                         CLASS M-2

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100      100      
February 25, 2009...............   100       58       40      100        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.15     4.43     4.51     3.27   
Weighted Average Life                                                           
(in years)(1)(2)................    26.76     5.75     4.92     4.95     4.69   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                           CLASS M-3

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100      100      
February 25, 2009...............   100       58       40       57        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.12     4.30     4.12     3.27   
Weighted Average Life                                                           
(in years)(1)(2)................    26.76     5.68     4.76     4.51     3.86   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                           CLASS M-4

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100      100      
February 25, 2009...............   100       58       40       27        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.11     4.24     3.93     3.23   
Weighted Average Life                                                           
(in years)(1)(2)................    26.76     5.62     4.66     4.28     3.53   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                             CLASS M-5

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100       75      
February 25, 2009...............   100       58       40       27        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.09     4.18     3.79     3.07   
Weighted Average Life                                                           
(in years)(1)(2)................    26.75     5.55     4.56     4.10     3.32   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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                       CLASS M-6

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100       25      
February 25, 2009...............   100       58       40       27        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.09     4.15     3.69     2.95   
Weighted Average Life                                                           
(in years)(1)(2)................    26.74     5.46     4.45     3.94     3.16   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL

                             CLASS M-7

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100       25      
February 25, 2009...............   100       58       40       27        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       20        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.66     5.07     4.11     3.62     2.88   
Weighted Average Life                                                           
(in years)(1)(2)................    26.72     5.31     4.31     3.79     3.01   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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 PERCENT OF THE INITIAL NOTE PRINCIPAL BALANCE
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL

                               CLASS M-8

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100       25      
February 25, 2009...............   100       58       40       27        0      
February 25, 2010...............   100       44       29        0        0      
February 25, 2011...............   100       34       17        0        0      
February 25, 2012...............   100       26        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    34        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.65     5.06     4.10     3.57     2.83   
Weighted Average Life                                                           
(in years)(1)(2)................    26.67     5.12     4.15     3.61     2.87   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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 PERCENT OF THE INITIAL NOTE PRINCIPAL BALANCE
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL

                         CLASS B

PAYMENT DATE                        0%       80%     100%     120%     150%     
------------                      -------  -------  -------  -------  -------   
Initial Percentage..............   100%     100%     100%     100%     100%     
February 25, 2006...............   100      100      100      100      100      
February 25, 2007...............   100      100      100      100      100      
February 25, 2008...............   100      100      100      100        6      
February 25, 2009...............   100       58       40       12        0      
February 25, 2010...............   100       44       16        0        0      
February 25, 2011...............   100       28        0        0        0      
February 25, 2012...............   100        9        0        0        0      
February 25, 2013...............   100        0        0        0        0      
February 25, 2014...............   100        0        0        0        0      
February 25, 2015...............   100        0        0        0        0      
February 25, 2016...............   100        0        0        0        0      
February 25, 2017...............   100        0        0        0        0      
February 25, 2018...............   100        0        0        0        0      
February 25, 2019...............   100        0        0        0        0      
February 25, 2020...............   100        0        0        0        0      
February 25, 2021...............   100        0        0        0        0      
February 25, 2022...............   100        0        0        0        0      
February 25, 2023...............   100        0        0        0        0      
February 25, 2024...............   100        0        0        0        0      
February 25, 2025...............   100        0        0        0        0      
February 25, 2026...............   100        0        0        0        0      
February 25, 2027...............   100        0        0        0        0      
February 25, 2028...............    99        0        0        0        0      
February 25, 2029...............    88        0        0        0        0      
February 25, 2030...............    76        0        0        0        0      
February 25, 2031...............    64        0        0        0        0      
February 25, 2032...............    50        0        0        0        0      
February 25, 2033...............    29        0        0        0        0      
February 25, 2034...............     0        0        0        0        0      
Weighted Average Life                                                           
(in years)(1)...................    26.52     4.75     3.83     3.34     2.69   
Weighted Average Life                                                           
(in years)(1)(2)................    26.52     4.75     3.83     3.34     2.69   
----------                                                                      
(1)  The weighted average life of the Notes is determined by:                   
(a)  multiplying the amount of each principal payment by the number of
years from the date of issuance to the related Payment Date;
(b)  adding the results; and                                          
    (c)  dividing the sum by the initial respective Note Principal Balance for
such Class of Notes.                                        
(2)  To maturity.                                                               

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ADDITIONAL INFORMATION                                                          

 The Depositor intends to file certain additional yield tables and other
computational materials with respect to the Notes with the Securities and       
Exchange Commission in a report on Form 8-K. Such tables and materials were     
prepared by one or more of the Underwriters at the request of certain           
prospective investors, based on assumptions provided by, and satisfying the     
special requirements of, such prospective investors. Such tables and assumptions
may be based on assumptions that differ from the Structuring Assumptions.       
Accordingly, such tables and other materials may not be relevant to or          
appropriate for investors other than those specifically requesting them.        

 USE OF PROCEEDS

    The Depositor will apply the net proceeds of the sale of the Notes against
the purchase price of the mortgage loans and to fund the Pre-Funding Account.   

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

TAX CLASSIFICATION OF THE TRUST AND OF THE NOTES                                

     In the opinion of Thacher Proffitt & Wood LLP, assuming compliance with the
Agreements, for U.S. federal income tax purposes, the Notes (other than those   
certain classes, or portions of certain classes, of Notes which, at the time of 
their issuance, the Seller or one of its qualified real estate investment trust,
or REIT, subsidiaries acquires beneficial ownership thereof), will be classified
as debt instruments. In addition, the Owner Trustee, on behalf of the Trust,    
will agree, and beneficial owners of the Notes will agree by their purchase of  
Notes, to treat the Notes as debt instruments for U.S. federal income tax       
purposes.                                                                       

     In the opinion of Thacher Proffitt & Wood LLP, assuming compliance with the
Agreements, for U.S. federal income tax purposes, despite the fact that the     
trust will be classified as a TMP, the trust will not be subject to federal     
income tax as long as an entity that qualifies as a REIT under the Code holds,  
directly or indirectly, through one or more wholly owned qualified REIT         
subsidiaries, or QRS, 100% ownership interest in the Owner Trust Certificates.  

ECC Capital Corporation, will hold, through ECR Investment Corp., its 
direct wholly-owned qualified REIT subsidiary, a 100% ownership interest in the 
Owner Trust Certificates. ECC Capital Corporation represents it will file with  
its federal income tax return for its taxable year ended 2005 an election to be 
a REIT, and that at the time of such filing it will be organized in conformity  
with the requirements for REIT qualification set forth in the Code, and will    
operate in a manner that enables it to qualify as a REIT and that it will not   
undertake any action that would cause the trust to be subject to federal income 
tax. In rendering its opinion, Thacher Proffitt & Wood LLP has not independently
verified ECC Capital Corporation's qualification as a REIT, but instead has     
relied solely upon the representation made by ECC Capital Corporation concerning
its REIT status. If ECC Capital Corporation were to fail to qualify as a REIT   
while it or its subsidiary owns the Owner Trust Certificates, the trust could   
become subject to federal income tax as a corporation and would not be allowed  
to file a consolidated federal income tax return with any other corporation. A  
tax imposed upon the trust could reduce cash flow that would otherwise be       
available to make payments on the Notes. Any such failure of the holder of the  
Owner Trust Certificates to qualify as a REIT or a QRS would constitute an      
Indenture Default. The remainder of this discussion assumes that the Notes are  
properly characterized as debt instruments for federal income tax purposes.     

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TAX CONSEQUENCES TO HOLDERS OF THE NOTES                                        

INTEREST INCOME ON THE NOTES. The Class B Notes may, and the remaining
classes of Notes will not, be treated as having been issued with OID. The       
beneficial owner of a note must include any OID with respect to such note in    
income as it accrues on a constant yield method, regardless of whether the      
beneficial owner receives any cash currently attributable to such OID. SEE      
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES -NOTES" in the prospectus. The        
prepayment assumption that will be used in determining the accrual of any OID,  
market discount, or bond premium, if any, will be a rate equal to 100% of the   
Prepayment Assumption. SEE "WEIGHTED AVERAGE LIFE" above. No representation,    
however, is made as to the rate at which principal payments or recoveries on the
mortgage loans actually will occur.                                             

 OTHER TAXES

  The Depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the Notes under the tax laws of any state.
Investors considering an investment in the Notes should consult their own tax   
advisors regarding such tax consequences.                                       

    All investors should consult their own tax advisors regarding the federal,
state, local or foreign income tax consequences of the purchase, ownership and  
disposition of the Notes.                                                       

ERISA CONSIDERATIONS

Sections 404 and 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and Section 4975 of the Code impose fiduciary and    
prohibited transaction restrictions on the activities of employee benefit plans 
(as defined in Section 3(3) of ERISA) and certain other retirement plans and    
arrangements described in Section 4975(e)(1) of the Code and on various other   
retirement plans and arrangements, including bank collective investment funds   
and insurance company general and separate accounts in which such plans are     
invested (together referred to as "PLANS").                                     

  Some employee benefit plans, including governmental plans (as defined in
Section 3(32) of ERISA), and, if no election has been made under Section 410(d) 
of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject
to the ERISA requirements. Accordingly, assets of these plans may be invested in
the securities without regard to the ERISA considerations described below,      
subject to the provisions of other applicable federal, state and local law. Any 
such plan which is qualified and exempt from taxation under Sections 401(a) and 
501(a) of the Code, however, is subject to the prohibited transaction rules set 
forth in Section 503 of the Code.                                               

     ERISA generally imposes on plan fiduciaries general fiduciary requirements,
including the duties of investment prudence and diversification and the         
requirement that a Plan's investments be made in accordance with the documents  
governing the plan. Any person who has discretionary authority or control with  
respect to the management or disposition of a plan's assets, (referred to as    
"Plan Assets") and any person who provides investment advice with respect to    
plan assets for a fee is a fiduciary of the investing plan. If the Mortgage     
Loans and other assets included in the trust were to constitute Plan Assets of  
the Trust, then any party exercising management or discretionary control with   
respect to those plan assets may be deemed to be a plan "fiduciary," and subject
to the fiduciary responsibility provisions of ERISA and the prohibited          
transaction provisions of ERISA and Section 4975 of the Code with respect to any
investing plan. In addition, the acquisition or holding of securities by or on  
behalf of a Plan or with Plan Assets, as well as the operation of the Trust, may
constitute or involve a prohibited transaction under ERISA and the Code unless a
statutory or administrative exemption is available. Further, ERISA prohibits    
plans to which it applies from engaging in "prohibited transactions" under      
Section 406 of ERISA and Section 4975 of the Code imposes excise taxes with     
respect to transactions described in                                            

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Section 4975 of the Code. These transactions described in ERISA and the Code    
prohibit a broad range of transactions involving Plan Assets and persons, called
parties in interest, unless a statutory or administrative exemption is          
available.                                                                      

Some transactions involving the trust might be deemed to constitute   
prohibited transactions under ERISA and the Code with respect to a Plan that    
purchases the Notes if the Mortgage Loans and other assets included in the trust
are deemed to be assets of the Plan. The U.S. Department of Labor has           
promulgated the DOL regulations (29 C.F.R. 2510.3-10) ("REGULATIONS") concerning
whether or not a Plan's assets would be deemed to include an interest in the    
underlying assets of an entity, including a Trust, for purposes of applying the 
general fiduciary responsibility provisions of ERISA and the prohibited         
transaction provisions of ERISA and the Code. Under the Regulations, Plan Assets
will be deemed to include an interest in the instrument evidencing the equity   
interest of a plan as well as an interest in the underlying assets of the entity
in which a Plan acquires an interest (such as the Mortgage Loans and other      
assets included in the Trust). The term "equity interest" means any interest in 
an entity other than an instrument that is treated as indebtedness under        
applicable local law and which has no substantial equity features.              

   Because the Depositor, the Owner Trustee, the Indenture Trustee, a holder
of a Owner Trust Certificate or any of their respective affiliates may receive  
certain benefits in connection with the sale of the Notes, the purchase of Notes
using Plan Assets over which any of such parties has investment authority might 
be deemed to be a violation of the prohibited transaction rules of ERISA or     
Section 4975 of the Code unless an exemption were available. Whether or not the 
Mortgage Loans and other assets of the trust were deemed to include Plan Assets,
prior to making an investment in the Notes, prospective Plan investors should   
determine whether the Depositor, the Owner Trustee, the Indenture Trustee, the  
Initial Purchaser, a holder of a Owner Trust Certificate or any of their        
respective affiliates is a party in interest or disqualified person with respect
to such Plan and, if so, whether such transaction is subject to one or more     
statutory or administrative exemptions. The DOL has granted certain class and   
regulatory exemptions which exempt certain transactions if the conditions are   
met. There can be no assurance that any DOL exemption will apply with respect to
any particular Plan investment in the Notes or, even if all of the conditions   
specified therein were satisfied, that any exemption would apply to all         
prohibited transactions that may occur in connection with such investment.      

     Although there is no authority directly on point, the Issuer believes that,
at the date of this prospectus supplement, the Notes should be treated as       
indebtedness without substantial equity features for purposes of the Plan Assets
Regulation. The Issuer also believes that, so long as the Notes retain a rating 
of at least investment grade, the Notes should continue to be treated as        
indebtedness without substantial equity features for the purposes of the Plan   
Assets Regulation. There is, however, increased uncertainty regarding the       
characterization of debt instruments that do not carry an investment grade      
rating. Consequently, in the event of a withdrawal or downgrade to below        
investment grade of the rating of the Notes, the subsequent transfer of such    
notes or any interest therein to a Plan trustee or other person acting on behalf
of a Plan, or using Plan assets to effect such transfer, is restricted. A       
prospective transferee of the Notes or any interest therein who is a Plan       
trustee or is acting on behalf of a Plan, or using Plan assets to effect such   
transfer, is required to provide written confirmation (or in the case of any    
note transferred in book-entry form, will be deemed to have confirmed) that at  
the time of such transfer such Notes are rated at least investment grade, and   
that such transferee believes that such Notes are properly treated as           
indebtedness without substantial equity features for purposes of the            
Regulations, and agrees to so treat such Notes and that the acquisition and     
holding of such Notes will not give rise to a non-exempt prohibited transaction 
under Section 406 of ERISA or Section 4975 of the Code. Regardless of the rating
of the Notes, a prospective purchaser or transferee may instead provide the     
Indenture Trustee with an opinion of counsel, which opinion of counsel will not 
be at the expense of the Indenture Trustee, the Owner Trustee or the Initial    
Purchaser which opines that the purchase, holding and transfer of such note     

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or interest therein is permissible under applicable law, will not constitute or 
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code and will not subject the Indenture Trustee or the Owner Trustee to any     
obligation in addition to those undertaken in the Indenture.                    

    Any fiduciary or other investor of plan assets that proposes to acquire or
hold the Notes 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 ERISA and the  
Code (and in the case of non-ERISA plans and arrangements, any additional       
federal, state or local law considerations) before making the proposed          
investment.                                                                     

  The sale of the Notes to a Plan is in no respect a representation by the
depositor or the trustee 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.                                                                

METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the Underwriting Agreement
between the Depositor and Countrywide Securities Corporation (an affiliate of   
the Depositor) and Wachovia Capital Markets, LLC (the "Underwriters"), the      
Depositor has agreed to sell the Notes (the "UNDERWRITTEN NOTES") to the        
Underwriters, and each Underwriter has severally agreed to purchase from the    
Depositor the initial Note Principal Balance of each Class of the Underwritten  
Notes from the Depositor set forth below.                                       

                                          COUNTRYWIDE           WACHOVIA CAPITAL
CLASS                                SECURITIES CORPORATION       MARKETS LLC   
-----                                ----------------------       -----------   
1-A-1...........................      $  364,979,000           $  136,602,000   
1-A-2...........................      $   91,245,000           $   34,150,000   
2-A-1...........................      $  277,617,000           $  103,905,000   
2-A-2...........................      $  212,940,000           $   79,698,000   
2-A-3...........................      $   18,384,000           $    6,880,000   
M-1.............................      $   43,660,000           $   16,340,000   
M-2.............................      $   38,421,000           $   14,379,000   
M-3.............................      $   24,450,000           $    9,150,000   
M-4.............................      $   20,375,000           $    7,625,000   
M-5.............................      $   20,375,000           $    7,625,000   
M-6.............................      $   16,300,000           $    6,100,000   
M-7.............................      $   13,971,000           $    5,229,000   
M-8.............................      $    9,897,000           $    3,703,000   
B...............................      $   16,000,000           $            0   
  Total......................      $1,168,614,000           $  431,386,000

    The Depositor has been advised that each Underwriter proposes initially to
offer the Underwritten Notes, other than the Class B Notes (the "SYNDICATED     
UNDERWRITTEN NOTES") purchased by it to certain dealers at the prices set forth 
on the cover page less a selling concession not to exceed the percentage of the 
Note denomination set forth below, and that the Underwriters may allow and such 
dealers may reallow a reallowance discount not to exceed the percentage of the  
Note denomination set forth below:                                              

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                     SELLING         REALLOWANCE
    CLASS         CONCESSION        DISCOUNT
    -----         ----------        --------
1-A-1........       0.0574%           0.0287% 
1-A-2........       0.0800%           0.0400% 
2-A-1........       0.0500%           0.0250% 
2-A-2........       0.0800%           0.0400% 
2-A-3........       0.1000%           0.0500% 
M-1..........       0.3000%           0.1500% 
M-2..........       0.4000%           0.2000% 
M-3..........       0.5000%           0.2500% 
M-4..........       0.6000%           0.3000% 
M-5..........       0.7500%           0.3750% 
M-6..........       0.8000%           0.4000% 
M-7..........       0.8500%           0.4250% 
M-8..........       0.9000%           0.4500% 

After the initial public offering, the public offering prices, such   
concessions and such discounts may be changed.                                  

    The Depositor has been advised by each Underwriter that it intends to make
a market in the Classes of Underwritten Notes purchased by it but no Underwriter
has any obligation to do so. There can be no assurance that a secondary market  
for the Underwritten Notes (or any particular Class thereof) will develop or, if
it does develop, that it will continue or that such market will provide         
sufficient liquidity to Noteholders.                                            

   Until the distribution of the Syndicated Underwritten Notes is completed,
rules of the Securities and Exchange Commission may limit the ability of the    
Underwriter and certain selling group members to bid for and purchase the       
Syndicated Underwritten Notes. As an exception to these rules, the Underwriter  
is permitted to engage in certain transactions that stabilize the price of the  
Syndicated Underwritten Notes. Such transactions consist of bids or purchases   
for the purpose of pegging, fixing or maintaining the price of the Syndicated   
Underwritten Notes.                                                             

    In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than 
it might be in the absence of such purchases.                                   

    Neither the Depositor nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the           
transactions described above may have on the prices of the Syndicated           
Underwritten Notes. In addition, neither the Depositor nor any of the           
Underwriters makes any representation that the Underwriters will engage in such 
transactions or that such transactions, once commenced, will not be discontinued
without notice.                                                                 

 The Class B Notes will be offered by Countrywide Securities Corporation
from time to time at negotiated prices or otherwise at varying prices.          

 The Depositor has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, certain liabilities,         
including liabilities under the Securities Act of 1933, as amended (the         
"SECURITIES ACT").                                                              

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 LEGAL MATTERS

The validity of the Notes, including certain federal income tax       
consequences with respect thereto, will be passed upon for the Depositor by     
Thacher Proffitt & Wood LLP, New York, New York. Certain legal matters will be  
passed upon for the Underwriters by McKee Nelson LLP.                           

 RATINGS

    It is a condition of the issuance of the Notes that each Class of Notes be
assigned the ratings at least as high as those designated below by Standard &   
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P")  
and Moody's Investors Service, Inc. ("MOODY'S" and together with S&P and        
Moody's, the "RATING AGENCIES").                                                

 CLASS                  S&P'S RATING            MOODY'S RATING
 -----                  ------------            --------------
1-A-1                      AAA                       Aaa    
1-A-2                      AAA                       Aaa    
2-A-1                      AAA                       Aaa    
2-A-2                      AAA                       Aaa    
2-A-3                      AAA                       Aaa    
M-1                       AA+                       Aa1   
M-2                        AA                       Aa2   
M-3                       AA-                       Aa3   
M-4                        A+                       A1    
M-5                        A                        A2    
M-6                        A-                       A3    
M-7                       BBB+                     Baa1   
M-8                       BBB                      Baa2   
B                        BBB-                     Baa3  

The security ratings assigned to the Notes should be evaluated        
independently from similar ratings on other types of securities. 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 Rating Agencies. The       
ratings on the Notes do not, however, constitute statements regarding the       
likelihood or frequency of prepayments on the mortgage loans, the payment of the
Net Rate Carryover or the anticipated yields in light of prepayments.           

    The Depositor has not requested a rating of the Notes by any rating agency
other than S&P and Moody's. However, there can be no assurance as to whether any
other rating agency will rate the Notes or, if it does, what ratings would be   
assigned by such other rating agency. The ratings assigned by such other rating 
agency to the Notes could be lower than the respective ratings assigned by the  
Rating Agencies.                                                                

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 ANNEX A

 THE MORTGAGE POOL

The following information sets forth in tabular format certain
information, as of the Statistical Calculation Date, about the Statistical      
Calculation Pool Mortgage Loans included in the Statistical Calculation Pool.   
Other than with respect to rates of interest, percentages are approximate and   
are stated by the Statistical Calculation Pool Principal Balance. The sum of the
columns below may not equal the total indicated due to rounding.                

                                                        [Enlarge/Download Table]

                                     MORTGAGE LOAN PROGRAMS FOR THE STATISTICAL CALCULATION POOL                             
                                                   MORTGAGE LOANS IN LOAN GROUP 1                                            

                                                                                               WEIGHTED             WEIGHTED 
                                                           PERCENT OF                           AVERAGE             AVERAGE  
                                    AGGREGATE               AGGREGATE               WEIGHTED   REMAINING  WEIGHTED  ORIGINAL 
                                    PRINCIPAL               PRINCIPAL     AVERAGE   AVERAGE     TERM TO   AVERAGE   LOAN-TO- 
                                     BALANCE      NUMBER     BALANCE     PRINCIPAL  MORTGAGE   MATURITY    CREDIT    VALUE   
LOAN PROGRAMS                      OUTSTANDING   OF LOANS  OUTSTANDING    BALANCE     RATE     (MONTHS)    SCORE     RATIO   
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
6 Month LIBOR ARMs ..............   $10,244,719        44         1.81%   $232,835     7.016%     359.77       637      82.7%
1/29 Hybrid/ARMs ................    35,720,778       160         6.30     223,255     7.242      359.82       631      83.6 
2/28 Hybrid/ARMs ................   357,378,530     1,835        63.08     194,757     7.425      359.79       608      79.8 
2/28 Hybrid/ARMs - Interest Only     46,738,645       192         8.25     243,430     6.697      359.72       651      79.4 
3/27 Hybrid/ARMs ................    11,085,671        52         1.96     213,186     7.179      359.88       620      79.7 
3/27 Hybrid/ARMs - Interest Only      2,951,423        13         0.52     227,033     6.111      359.89       683      75.1 
5/25 Hybrid/ARMs ................    11,487,706        46         2.03     249,733     6.681      359.81       652      77.1 
10Yr Fixed Rate .................       351,430         5         0.06      70,286     7.537      119.84       609      67.3 
15Yr Fixed Rate .................     2,224,381        22         0.39     101,108     6.874      179.87       622      62.1 
20Yr Fixed Rate .................     3,621,920        21         0.64     172,472     6.762      239.85       650      77.8 
25Yr Fixed Rate .................       100,700         1         0.02     100,700     8.000      300.00       714      95.0 
30Yr Fixed Rate .................    83,169,515       447        14.68     186,062     6.900      359.87       646      75.0 
30Yr Fixed Rate - Interest Only .     1,473,105         8         0.26     184,138     7.080      359.93       691      78.3 
                                   ------------  --------  -----------   ---------  --------   ---------  --------  -------- 
Total/Weighted Average ..........  $566,548,522     2,846       100.00%   $199,068     7.235%     358.16       621      79.2%
                                   ============  ========  ===========                                                       

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                                MORTGAGE LOAN PRINCIPAL BALANCES FOR THE STATISTICAL CALCULATION POOL                               
                                                   MORTGAGE LOANS IN LOAN GROUP 1*                                                  

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF MORTGAGE                    BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
LOAN PRINCIPAL BALANCES            OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
$25,000.01 - $50,000.00 ........       $596,259         12          0.11%    $49,688      7.299%      326.02        607        60.9%
$50,000.01 - $75,000.00 ........      8,410,968        130          1.48      64,700      7.620       346.22        620        74.5 
$75,000.01 - $100,000.00 .......     18,270,251        206          3.22      88,691      7.642       353.89        614        76.3 
$100,000.01 - $150,000.00 ......     70,801,431        558         12.50     126,884      7.407       355.81        613        78.7 
$150,000.01 - $200,000.00 ......    112,844,082        641         19.92     176,044      7.346       357.94        615        77.9 
$200,000.01 - $250,000.00 ......    114,423,191        510         20.20     224,359      7.152       359.40        619        77.7 
$250,000.01 - $300,000.00 ......    116,291,981        424         20.53     274,274      7.159       358.94        624        79.4 
$300,000.01 - $350,000.00 ......     88,349,890        273         15.59     323,626      7.094       359.81        629        81.7 
$350,000.01 - $400,000.00 ......     19,719,028         54          3.48     365,167      7.090       357.40        631        83.6 
$400,000.01 - $450,000.00 ......     11,819,590         28          2.09     422,128      7.229       359.82        651        86.3 
$450,000.01 - $500,000.00 ......      3,293,850          7          0.58     470,550      6.992       359.72        678        79.5 
$550,000.01 - $600,000.00 ......      1,728,000          3          0.31     576,000      6.787       360.00        657        85.1 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

---------------------                                                           
*        The average Principal Balance of the Statistical Calculation Pool      
Mortgage Loans in Loan Group 1 as of the Statistical Calculation Date was       
approximately $199,068                                                          

                                                        [Enlarge/Download Table]


                                        MORTGAGE RATES FOR THE STATISTICAL CALCULATION POOL                                         
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
RANGE OF MORTGAGE RATES (%)        OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.501 - 5.000 ..................     $1,126,274          6          0.20%   $187,712      4.972%      359.52        724        70.5%
5.001 - 5.500 ..................      4,072,894         18          0.72     226,272      5.305       357.17        702        74.4 
5.501 - 6.000 ..................     47,987,152        215          8.47     223,196      5.883       356.38        667        73.8 
6.001 - 6.500 ..................     87,965,857        410         15.53     214,551      6.329       357.26        648        76.8 
6.501 - 7.000 ..................    142,808,494        700         25.21     204,012      6.823       358.26        633        78.6 
7.001 - 7.500 ..................     99,482,687        509         17.56     195,447      7.326       358.26        615        81.6 
7.501 - 8.000 ..................     89,762,482        481         15.84     186,616      7.800       358.84        603        82.5 
8.001 - 8.500 ..................     34,625,614        171          6.11     202,489      8.296       359.09        585        80.3 
8.501 - 9.000 ..................     31,233,144        169          5.51     184,812      8.801       359.35        588        82.2 
9.001 - 9.500 ..................     13,199,198         77          2.33     171,418      9.271       357.55        563        78.7 
9.501 - 10.000 .................      8,560,333         54          1.51     158,525      9.798       359.79        542        75.3 
10.001 - 10.500 ................      3,255,673         22          0.57     147,985     10.316       359.75        536        70.2 
10.501 - 11.000 ................      1,363,232          7          0.24     194,747     10.701       359.80        518        64.5 
11.001 - 11.500 ................        545,690          4          0.10     136,423     11.378       359.67        513        64.7 
11.501 - 12.000 ................        559,800          3          0.10     186,600     11.945       360.00        518        68.0 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

---------------------                                                           
*        The weighted average Mortgage Rate of the Statistical Calculation Pool 
Mortgage Loans in Loan Group 1 as of the Statistical Calculation Date was       
approximately 7.235% per annum.                                                 

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                              REMAINING TERMS TO STATED MATURITY FOR THE STATISTICAL CALCULATION POOL                               
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF REMAINING                   BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
TERMS (MONTHS)                     OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1-120 ..........................       $351,430          5          0.06%    $70,286      7.537%      119.84        609        67.3%
121-180 ........................      2,224,381         22          0.39     101,108      6.874       179.87        622        62.1 
181-300 ........................      3,722,620         22          0.66     169,210      6.795       241.48        652        78.3 
301-360 ........................    560,250,091      2,797         98.89     200,304      7.239       359.80        621        79.3 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

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

*        The weighted average remaining term to maturity of the Statistical     
Calculation Pool Mortgage Loans in Loan Group 1 as of the Statistical           
Calculation Date was approximately 358 months.                                  

                                                        [Enlarge/Download Table]


                                 ORIGINAL LOAN-TO-VALUE RATIOS FOR THE STATISTICAL CALCULATION POOL                                 
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF ORIGINAL                    BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
LOAN-TO-VALUE RATIOS (%)           OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Up to 50.00 ....................    $16,469,917        107          2.91%   $153,924      7.104%      353.52        609        45.0%
50.01-55.00 ....................     14,840,520         80          2.62     185,506      6.958       357.55        608        52.9 
55.01-60.00 ....................     26,810,660        148          4.73     181,153      7.100       355.76        597        58.1 
60.01-65.00 ....................     41,878,594        221          7.39     189,496      7.197       355.84        598        63.3 
65.01-70.00 ....................     43,855,778        218          7.74     201,173      7.247       357.55        596        68.4 
70.01-75.00 ....................     56,697,620        280         10.01     202,491      7.180       359.23        601        73.8 
75.01-80.00 ....................     83,676,287        423         14.77     197,816      7.035       359.26        609        79.1 
80.01-85.00 ....................     92,346,017        446         16.30     207,054      7.330       358.55        623        84.3 
85.01-90.00 ....................    113,283,889        536         20.00     211,351      7.329       358.59        635        89.6 
90.01-95.00 ....................     57,034,465        276         10.07     206,647      7.326       358.28        664        94.8 
95.01-100.00 ...................     19,654,776        111          3.47     177,070      7.553       359.78        686        99.8 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

---------------------                                                           
*        The weighted average original Loan-to-Value Ratio at origination of the
Statistical Calculation Pool Mortgage Loans in Loan Group 1 as of the           
Statistical Calculation Date was approximately 79.17%.                          

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                                      STATE DISTRIBUTION FOR THE STATISTICAL CALCULATION POOL                                       
                                                   MORTGAGE LOANS IN LOAN GROUP 1                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
STATE                              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Alabama ........................       $361,814          2          0.06%   $180,907      7.869%      297.30        668        89.8%
Arizona ........................      4,011,582         27          0.71     148,577      7.462       359.84        623        84.1 
Arkansas .......................        812,023          7          0.14     116,003      7.319       347.33        656        89.5 
California .....................    265,396,017      1,155         46.84     229,780      7.116       358.63        615        75.3 
Colorado .......................      2,502,975         13          0.44     192,537      7.186       359.64        623        83.5 
Connecticut ....................     11,380,555         60          2.01     189,676      7.218       353.69        625        82.1 
Delaware .......................        204,500          2          0.04     102,250      7.118       360.00        628        87.7 
District of Columbia ...........        440,000          2          0.08     220,000      9.670       360.00        563        69.7 
Florida ........................     40,925,010        255          7.22     160,490      7.280       356.64        627        81.5 
Georgia ........................      9,592,254         68          1.69     141,063      7.485       359.56        629        85.1 
Hawaii .........................      3,175,138         11          0.56     288,649      6.776       340.62        635        72.3 
Idaho ..........................        105,600          1          0.02     105,600      6.625       360.00        596        80.0 
Illinois .......................     63,885,461        322         11.28     198,402      7.364       359.58        636        84.6 
Indiana ........................      1,538,768         13          0.27     118,367      7.279       359.85        649        86.9 
Iowa ...........................        132,000          1          0.02     132,000      6.990       360.00        613        80.0 
Kansas .........................        376,704          3          0.07     125,568      7.077       360.00        612        89.3 
Kentucky .......................        342,700          5          0.06      68,540      7.407       272.28        638        83.4 
Louisiana ......................      2,153,621         16          0.38     134,601      7.238       344.85        635        83.7 
Maine ..........................        185,000          1          0.03     185,000      6.890       360.00        605        52.9 
Maryland .......................     17,358,054         89          3.06     195,034      7.295       357.32        607        80.8 
Massachusetts ..................      4,461,100         18          0.79     247,839      7.234       359.94        615        81.1 
Michigan .......................     13,497,116         97          2.38     139,146      7.727       357.68        619        85.5 
Minnesota ......................      7,552,360         42          1.33     179,818      7.333       359.80        655        86.0 
Mississippi ....................        567,455          5          0.10     113,491      7.867       359.68        662        89.5 
Missouri .......................      4,495,219         37          0.79     121,492      7.349       359.77        609        87.2 
Montana ........................        144,000          1          0.03     144,000     10.190       360.00        521        63.7 
Nevada .........................     12,750,680         64          2.25     199,229      7.308       359.81        609        74.4 
New Hampshire ..................        178,329          1          0.03     178,329      7.040       360.00        590        84.2 
New Jersey .....................      6,087,862         27          1.07     225,476      7.695       359.74        637        84.2 
New Mexico .....................      1,549,505         11          0.27     140,864      7.644       359.90        636        81.2 
New York .......................     38,372,436        142          6.77     270,228      7.143       359.63        624        79.2 
North Carolina .................      2,710,925         19          0.48     142,680      7.994       359.49        598        82.1 
Ohio ...........................      6,337,287         53          1.12     119,571      7.510       359.87        639        88.9 
Oklahoma .......................        710,000          5          0.13     142,000      7.077       347.32        605        84.8 
Oregon .........................      2,587,746         15          0.46     172,516      6.846       359.94        628        80.2 
Pennsylvania ...................      4,913,687         27          0.87     181,988      7.086       351.41        638        81.6 
Rhode Island ...................      3,186,923         16          0.56     199,183      7.213       359.77        617        73.4 
South Carolina .................      2,524,157         23          0.45     109,746      7.728       359.69        634        89.5 
Tennessee ......................      2,444,614         20          0.43     122,231      7.530       345.93        637        86.2 
Texas ..........................      3,335,123         30          0.59     111,171      8.002       347.52        643        88.2 
Utah ...........................        162,000          1          0.03     162,000      8.390       360.00        592        90.0 
Virginia .......................     17,435,926        106          3.08     164,490      7.306       357.40        627        83.3 
Washington .....................      1,799,774          9          0.32     199,975      6.863       359.73        628        83.8 
West Virginia ..................      1,032,775          6          0.18     172,129      7.359       359.59        632        87.1 
Wisconsin ......................      2,831,747         18          0.50     157,319      7.603       359.90        631        87.3 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

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

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                                 CREDIT BUREAU RISK SCORES(1) FOR THE STATISTICAL CALCULATION POOL                                  
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF CREDIT BUREAU               BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
RISK SCORES                        OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
801 - 820 ......................       $874,250          4          0.15%   $218,563      6.339%      360.00        808        69.9%
781 - 800 ......................      2,320,866         10          0.41     232,087      6.690       359.87        789        84.3 
761 - 780 ......................      6,141,715         30          1.08     204,724      6.507       359.84        769        81.9 
741 - 760 ......................     10,686,655         48          1.89     222,639      6.581       356.25        748        80.4 
721 - 740 ......................     15,261,516         67          2.69     227,784      6.664       359.07        730        84.6 
701 - 720 ......................     19,130,932         91          3.38     210,230      6.502       358.79        710        85.0 
681 - 700 ......................     38,284,600        175          6.76     218,769      6.876       358.30        690        84.0 
661 - 680 ......................     51,022,679        246          9.01     207,409      6.926       356.70        670        84.5 
641 - 660 ......................     76,030,811        369         13.42     206,046      6.875       357.72        649        82.9 
621 - 640 ......................     55,851,437        282          9.86     198,055      6.946       358.34        627        81.8 
601 - 620 ......................     79,121,228        420         13.97     188,384      7.150       357.68        611        78.4 
581 - 600 ......................     62,653,848        337         11.06     185,916      7.364       357.53        591        77.2 
561 - 580 ......................     55,708,148        281          9.83     198,250      7.550       358.55        571        74.5 
541 - 560 ......................     42,825,126        222          7.56     192,906      7.889       359.59        552        74.2 
521 - 540 ......................     24,906,347        134          4.40     185,868      8.364       359.21        531        72.5 
501 - 520 ......................     25,076,364        127          4.43     197,452      8.553       359.81        510        67.7 
<= 500 .........................        652,000          3          0.12     217,333      9.095       360.00        500        70.5 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========      ========                                                            

---------------------                                                           
(1)      The Credit Bureau Risk Scores referenced in this table with respect to 
substantially all of the Statistical Calculation Pool Mortgage Loans in Loan    
Group 1 were obtained by the respective originators from one or more credit     
reporting agencies, and were determined at the time of origination              
*        The weighted average Credit Bureau Risk Score of the Statistical       
Calculation Pool Mortgage Loans in Loan Group 1 as of the Statistical           
Calculation Date was approximately 621.                                         

                                                        [Enlarge/Download Table]


                                 GROSS MARGINS FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                                 
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF GROSS                       BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
MARGINS (%)                        OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.001 - 5.000 ..................    $11,786,111         59          2.48%   $199,765      7.058%      360.00        636        82.9%
5.001 - 6.000 ..................    294,698,729      1,436         61.96     205,222      7.095       359.78        632        82.0 
6.001 - 7.000 ..................    167,865,576        841         35.29     199,602      7.671       359.78        589        76.3 
7.001 - 8.000 ..................      1,257,055          6          0.26     209,509      7.806       358.81        609        86.0 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $475,607,471      2,342        100.00%   $203,077      7.299%      359.79        617        80.0%
                                   ============   ========   ===========                                                            

---------------------                                                           
*        The weighted average Gross Margin for the Adjustable Rate Statistical  
Calculation Pool Mortgage Loans in Loan Group 1 as of the Statistical           
Calculation Date was approximately 6.207%.                                      

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                             NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                              
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
NEXT ADJUSTMENT DATE               OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
July 2005 ......................     $2,384,155         10          0.50%   $238,416      7.110%      359.00        645        88.4%
August 2005 ....................      5,460,170         23          1.15     237,399      7.071       360.00        627        78.9 
September 2005 .................      2,400,394         11          0.50     218,218      6.800       360.00        654        85.8 
January 2006 ...................      6,445,792         30          1.36     214,860      6.920       359.00        656        83.4 
February 2006 ..................     18,227,086         77          3.83     236,715      7.345       360.00        623        83.4 
March 2006 .....................     11,047,900         53          2.32     208,451      7.262       360.00        629        84.1 
October 2006 ...................        275,382          1          0.06     275,382      8.390       356.00        592        85.0 
December 2006 ..................         54,361          1          0.01      54,361      7.640       358.00        609        85.0 
January 2007 ...................     88,199,368        460         18.54     191,738      7.264       359.00        615        79.8 
February 2007 ..................    197,550,607        985         41.54     200,559      7.369       360.00        614        79.8 
March 2007 .....................    118,037,457        580         24.82     203,513      7.349       360.00        612        79.6 
January 2008 ...................      1,699,106          9          0.36     188,790      7.473       359.00        640        83.4 
February 2008 ..................      7,921,638         34          1.67     232,989      6.905       360.00        632        77.5 
March 2008 .....................      4,416,350         22          0.93     200,743      6.842       360.00        633        79.1 
January 2010 ...................      2,155,284          9          0.45     239,476      6.603       359.00        640        76.8 
February 2010 ..................      7,527,571         29          1.58     259,571      6.651       360.00        660        77.5 
March 2010 .....................      1,804,850          8          0.38     225,606      6.896       360.00        630        76.0 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $475,607,471      2,342        100.00%   $203,077      7.299%      359.79        617        80.0%
                                   ============   ========   ===========                                                            

---------------------                                                           
* The weighted average number of months to next adjustment date for the         
Adjustable Rate Statistical Calculation Pool Mortgage Loans in Loan Group 1 as  
of the Statistical Calculation Date is 24 months.                               

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                            MAXIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                             
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF MAXIMUM                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
MORTGAGE RATES (%)                 OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
11.501 - 12.000 ................     $1,126,274          6          0.24%   $187,712      4.972%      359.52        724        70.5%
12.001 - 12.500 ................      4,013,325         17          0.84     236,078      5.302       359.83        702        75.3 
12.501 - 13.000 ................     36,659,832        159          7.71     230,565      5.870       359.76        662        75.5 
13.001 - 13.500 ................     66,668,336        304         14.02     219,304      6.323       359.74        644        77.9 
13.501 - 14.000 ................    114,474,172        545         24.07     210,044      6.826       359.79        631        79.8 
14.001 - 14.500 ................     84,000,980        417         17.66     201,441      7.325       359.80        612        82.6 
14.501 - 15.000 ................     80,611,553        423         16.95     190,571      7.801       359.80        602        82.6 
15.001 - 15.500 ................     33,452,834        164          7.03     203,981      8.297       359.78        583        80.0 
15.501 - 16.000 ................     28,742,305        155          6.04     185,434      8.801       359.80        588        82.3 
16.001 - 16.500 ................     12,004,828         67          2.52     179,177      9.262       359.84        556        77.7 
16.501 - 17.000 ................      8,343,838         51          1.75     163,605      9.797       359.78        540        74.9 
17.001 - 17.500 ................      3,040,473         20          0.64     152,024     10.326       359.73        532        68.9 
17.501 - 18.000 ................      1,363,232          7          0.29     194,747     10.701       359.80        518        64.5 
18.001 - 18.500 ................        545,690          4          0.11     136,423     11.378       359.67        513        64.7 
18.501 - 19.000 ................        559,800          3          0.12     186,600     11.945       360.00        518        68.0 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $475,607,471      2,342        100.00%   $203,077      7.299%      359.79        617        80.0%
                                   ============   ========   ===========                                                            

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

*        The weighted average Maximum Mortgage Rate for the Adjustable Rate     
Statistical Calculation Pool Mortgage Loans in Loan Group 1 as of the           
Statistical Calculation Date was approximately 14.299% per annum.               

                                                        [Enlarge/Download Table]


                           INITIAL PERIODIC RATE CAP FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                           
                                                  MORTGAGE LOANS IN LOAN GROUP 1*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
INITIAL PERIODIC                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
RATE CAP (%)                       OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1.500 ..........................       $955,159          5          0.20%   $191,032      7.403%      359.89        682        90.9%
2.000 ..........................     46,003,240        204          9.67     225,506      7.188       359.81        633        83.5 
3.000 ..........................    428,649,073      2,133         90.13     200,961      7.311       359.78        615        79.6 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $475,607,471      2,342        100.00%   $203,077      7.299%      359.79        617        80.0%
                                   ============   ========   ===========                                                            

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

*        The weighted average Initial Periodic Rate Cap for the Adjustable Rate 
Statistical Calculation Pool Mortgage Loans in Loan Group 1 as of the           
Statistical Calculation Date was approximately 2.900%.                          

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                                  SUBSEQUENT PERIODIC RATE CAP FOR THE ADJUSTABLE RATE STATISTICAL                                  
                                          CALCULATION POOL MORTGAGE LOANS IN LOAN GROUP 1*                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
SUBSEQUENT                           BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
PERIODIC RATE CAP (%)              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1.500 ..........................    $46,920,655        209          9.87%   $224,501      7.196%      359.81        633        83.6%
2.000 ..........................    428,686,816      2,133         90.13     200,978      7.310       359.78        615        79.6 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $475,607,471      2,342        100.00%   $203,077      7.299%      359.79        617        80.0%
                                   ============   ========   ===========                                                            

---------------------                                                           
*        The weighted average Subsequent Periodic Rate Cap for the Adjustable   
Rate Statistical Calculation Pool Mortgage Loans in Loan Group 1 as of the      
Statistical Calculation Date was approximately 1.951%.                          

                                                        [Enlarge/Download Table]

                               MINIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION                               
                                                POOL MORTGAGE LOANS IN LOAN GROUP 1*                                                

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF MINIMUM                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
MORTGAGE RATES (%)                 OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.001-5.000 ....................     $1,126,274          6          0.24%   $187,712      4.972%      359.52        724        70.5%
5.001-6.000 ....................     41,263,357        180          8.68     229,241      5.848       359.76        665        75.5 
6.001-7.000 ....................    181,125,711        849         38.08     213,340      6.641       359.77        635        79.1 
7.001-8.000 ....................    164,538,430        839         34.60     196,113      7.558       359.80        607        82.6 
8.001-9.000 ....................     61,695,839        316         12.97     195,240      8.531       359.80        585        81.1 
9.001-10.000 ...................     20,348,666        118          4.28     172,446      9.481       359.81        549        76.5 
10.001 or more .................      5,509,194         34          1.16     162,035     10.688       359.77        525        67.3 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $475,607,471      2,342        100.00%   $203,077      7.299%      359.79        617        80.0%
                                                                                                   =========   ========    ======== 

---------------------                                                           
*        The weighted average Minimum Mortgage Rate for the Adjustable Rate     
Statistical Calculation Pool Mortgage Loans in Loan Group 1 as of the           
Statistical Calculation Date was approximately 7.296% per annum.                

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                                 TYPES OF MORTGAGED PROPERTIES FOR THE STATISTICAL CALCULATION POOL                                 
                                                   MORTGAGE LOANS IN LOAN GROUP 1                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
PROPERTY TYPE                      OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Single Family Residence                                                                                                             
(detached) .....................   $412,813,864      2,153         72.86%   $191,739      7.238%      357.77        617        78.8%
Two Family .....................     54,579,962        224          9.63     243,661      7.161       359.83        636        79.7 
Planned Unit Development                                                                                                            
(detached) .....................     27,321,708        135          4.82     202,383      7.319       357.85        622        80.6 
Condominium ....................     24,477,002        137          4.32     178,664      7.163       359.12        632        81.5 
Four Family ....................     16,966,635         64          2.99     265,104      7.349       359.85        631        79.7 
Planned Unit Development                                                                                                            
(attached) .....................     14,032,902         72          2.48     194,901      7.319       358.45        627        81.0 
Three Family ...................     13,854,096         46          2.45     301,176      7.191       359.76        642        78.1 
Highrise Condominium ...........      2,318,352         14          0.41     165,597      7.197       359.78        657        78.5 
Single Family Residence                                                                                                             
(attached) .....................        184,000          1          0.03     184,000      7.290       359.00        558        65.7 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

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

                                                        [Enlarge/Download Table]

                                OCCUPANCY TYPES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                                 
                                                         IN LOAN GROUP 1(1)                                                         

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
OCCUPANCY                          OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Owner Occupied .................   $539,017,385      2,692         95.14%   $200,229      7.208%      358.12        621        79.3%
Investment .....................     26,387,021        147          4.66     179,504      7.734       359.10        636        76.7 
Second Home ....................      1,144,116          7          0.20     163,445      8.474       359.77        597        80.9 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621        79.2%
                                   ============   ========   ===========                                                            

---------------------                                                           
(1) Based on representations by the Mortgagors at the time of origination of the
Statistical Calculation Pool Mortgage Loans in Loan Group 1.                    

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                                         LOAN PURPOSES FOR THE STATISTICAL CALCULATION POOL                                         
                                                   MORTGAGE LOANS IN LOAN GROUP 1                                                   

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN PURPOSE                       OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Refinance - Cash Out ...........   $440,279,737      2,173         77.71%   $202,614      7.188%      358.10        616       77.3% 
Purchase .......................     83,831,720        431         14.80     194,505      7.432       359.48        648       87.1  
Refinance - No Cash Out ........     42,437,065        242          7.49     175,360      7.336       356.25        624       82.7  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621       79.2% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                             CREDIT GRADE CATEGORIES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                            
                                                          IN LOAN GROUP 1                                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
CREDIT GRADE CATEGORY              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
AA .............................   $358,937,500      1,796         63.36%   $199,854      7.014%      357.47        638       80.9% 
A+ .............................    128,648,621        634         22.71     202,916      7.421       359.10        595       77.2  
AA95 ...........................        308,750          2          0.05     154,375      7.172       360.00        682       95.0  
AA100 ..........................     14,194,009         81          2.51     175,235      7.671       359.92        685       99.8  
B ..............................     34,451,558        180          6.08     191,398      7.645       359.78        578       71.8  
C ..............................     26,271,823        132          4.64     199,029      8.200       359.81        564       66.3  
C- .............................      3,736,261         21          0.66     177,917      9.932       359.67        538       62.7  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621       79.2% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                                         ORIGINAL TERM FOR THE STATISTICAL CALCULATION POOL                                         
                                                   MORTGAGE LOANS IN LOAN GROUP 1                                                   

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
ORIGINAL TERM                      OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
ARM360 .........................   $475,607,471      2,342         83.95%   $203,077      7.299%      359.79        617       80.0% 
Fixed120 .......................        351,430          5          0.06      70,286      7.537       119.84        609       67.3  
Fixed180 .......................      2,224,381         22          0.39     101,108      6.874       179.87        622       62.1  
Fixed240 .......................      3,621,920         21          0.64     172,472      6.762       239.85        650       77.8  
Fixed300 .......................        100,700          1          0.02     100,700      8.000       300.00        714       95.0  
Fixed360 .......................     84,642,620        455         14.94     186,028      6.903       359.87        646       75.1  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621       79.2% 
                                   ============   ========   ===========                                                            

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                            LOAN DOCUMENTATION TYPE FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             
                                                          IN LOAN GROUP 1                                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
LOAN                                 BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
DOCUMENTATION TYPE                 OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Stated Income ..................   $296,228,058      1,408         52.29%   $210,389      7.527%      358.75        625       79.3% 
2 Yr Full Doc ..................    142,203,209        768         25.10     185,160      6.926       358.25        618       80.2  
1 Yr Full Doc ..................    128,117,256        670         22.61     191,220      6.904       356.72        616       77.7  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621       79.2% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                                  ORIGINAL PREPAYMENT PENALTY TERM FOR THE STATISTICAL CALCULATION                                  
                                                POOL MORTGAGE LOANS IN LOAN GROUP 1                                                 

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
ORIGINAL PREPAYMENT                  BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
PENALTY TERM (MONTHS)              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
0 ..............................   $157,787,001        779         27.85%   $202,551      7.341%      359.29        630       83.2% 
12 .............................     51,007,562        222          9.00     229,764      7.409       359.65        603       76.6  
24 .............................    270,664,504      1,363         47.77     198,580      7.290       359.67        611       78.7  
36 .............................     87,089,455        482         15.37     180,684      6.771       350.59        647       74.7  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $566,548,522      2,846        100.00%   $199,068      7.235%      358.16        621       79.2% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                  MONTHS TO NEXT ADJUSMENT DATE FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS                 
                                                           IN LOAN GROUP 1                                                          

                          WEIGHTED                                                                   WEIGHTED              WEIGHTED 
                          AVERAGE                                PERCENT OF                           AVERAGE              AVERAGE  
                         MONTHS TO     AGGREGATE                  AGGREGATE               WEIGHTED   REMAINING   WEIGHTED  ORIGINAL 
RANGE OF                    NEXT       PRINCIPAL                  PRINCIPAL    AVERAGE    AVERAGE     TERM TO    AVERAGE   LOAN-TO- 
MONTHS TO NEXT           ADJUSTMENT     BALANCE        NUMBER      BALANCE     PRINCIPAL  MORTGAGE   MATURITY     CREDIT    VALUE   
ADJUSTMENT DATE             DATE      OUTSTANDING     OF LOANS   OUTSTANDING   BALANCE      RATE     (MONTHS)     SCORE     RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
0-6 ...................           6     $10,244,719        44         2.15%  $232,835     7.016%     359.77       637      82.7%    
7-12 ..................          12      35,720,778       160         7.51    223,255     7.242      359.82       631      83.6     
19-24 .................          24     404,117,175     2,027        84.97    199,367     7.341      359.78       613      79.7     
32-37 .................          36      14,037,094        65         2.95    215,955     6.954      359.88       633      78.7     
=>38 ..................          60      11,487,706        46         2.42    249,733     6.681      359.81       652      77.1     
                         ----------  --------------  --------  -----------   --------  --------   ---------  --------  --------     
Total/Weighted Average           24    $475,607,471     2,342       100.00%  $203,077     7.299%     359.79       617      80.0%    
                                       ============  ========  ===========                                                          

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                             MORTGAGE LOAN PROGRAMS FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             
                                                          IN LOAN GROUP 2                                                           

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
LOAN PROGRAMS                      OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
6 Month LIBOR ARMs                   $7,760,554         24          1.23%   $323,356      6.940%      359.41        663        85.0%
1/29 Hybrid/ARMs ...............     24,935,257         96          3.95     259,742      7.098       359.58        651        83.1 
1/29 Hybrid/ARMs - Interest Only      2,144,566          7          0.34     306,367      6.787       357.69        625        82.0 
2/28 Hybrid/ARMs ...............    401,144,856      1,951         63.47     205,610      7.685       359.40        602        80.3 
2/28 Hybrid/ARMs - Interest Only     80,947,635        246         12.81     329,055      6.632       359.43        660        81.4 
3/27 Hybrid/ARMs ...............     12,835,417         49          2.03     261,947      6.899       359.31        635        81.5 
3/27 Hybrid/ARMs - Interest Only      3,279,600         11          0.52     298,145      6.146       359.41        677        74.4 
5/25 Hybrid/ARMs ...............      8,328,812         43          1.32     193,693      6.919       359.41        651        82.1 
10Yr Fixed Rate ................        235,688          3          0.04      78,563      8.622       119.75        576        63.9 
15Yr Fixed Rate ................      4,086,558         32          0.65     127,705      7.346       179.70        616        66.1 
20Yr Fixed Rate ................      3,692,849         20          0.58     184,642      6.806       239.64        637        73.5 
25Yr Fixed Rate ................        557,273          3          0.09     185,758      6.950       299.55        629        84.9 
30Yr Fixed Rate ................     75,089,553        397         11.88     189,142      7.097       359.47        636        74.2 
30Yr Fixed Rate - Interest Only       6,976,175         25          1.10     279,047      6.589       359.00        688        76.5 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                        MORTGAGE LOAN PRINCIPAL BALANCES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                        
                                                          IN LOAN GROUP 2*                                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF MORTGAGE                    BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
LOAN PRINCIPAL BALANCES            OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
$25,000.01 - $50,000.00 ........     $2,069,764         42          0.33%    $49,280      8.626%      338.40        582        68.9%
$50,000.01 - $75,000.00 ........     15,434,326        244          2.44      63,255      8.477       352.28        580        77.9 
$75,000.01 - $100,000.00 .......     23,264,234        265          3.68      87,790      8.308       354.93        580        77.7 
$100,000.01 - $150,000.00 ......     77,864,142        626         12.32     124,384      7.961       355.22        588        77.5 
$150,000.01 - $200,000.00 ......     87,071,891        498         13.78     174,843      7.654       357.08        603        77.8 
$200,000.01 - $250,000.00 ......     63,383,056        284         10.03     223,180      7.415       356.98        612        78.4 
$250,000.01 - $300,000.00 ......     59,247,862        216          9.37     274,296      7.124       357.95        623        79.9 
$300,000.01 - $350,000.00 ......     47,325,777        146          7.49     324,149      7.206       357.60        626        81.1 
$350,000.01 - $400,000.00 ......     86,247,706        229         13.65     376,628      7.058       359.03        638        81.1 
$400,000.01 - $450,000.00 ......     63,189,578        149         10.00     424,091      7.132       359.45        638        83.4 
$450,000.01 - $500,000.00 ......     64,151,243        133         10.15     482,340      7.096       357.30        633        81.9 
$500,000.01 - $550,000.00 ......     16,847,019         32          2.67     526,469      6.824       359.69        663        82.4 
$550,000.01 - $600,000.00 ......     19,725,030         34          3.12     580,148      7.175       359.65        639        79.3 
$600,000.01 - $650,000.00 ......      3,167,370          5          0.50     633,474      6.301       359.40        662        74.3 
$650,000.01 - $700,000.00 ......      1,346,798          2          0.21     673,399      5.931       359.52        689        72.2 
$800,000.01 - $850,000.00 ......      1,679,000          2          0.27     839,500      6.368       360.00        599        62.5 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The average Principal Balance of the Statistical Calculation Pool      
Mortgage Loans in Loan Group 2 as of the Statistical Calculation Date was       
approximately $217,411.                                                         

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                                 MORTGAGE RATES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                                 
                                                          IN LOAN GROUP 2*                                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
RANGE OF MORTGAGE RATES (%)        OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.501 - 5.000 ..................       $259,666          1          0.04%   $259,666      4.640%      359.00        765        73.2%
5.001 - 5.500 ..................      6,553,702         21          1.04     312,081      5.406       359.20        688        76.6 
5.501 - 6.000 ..................     58,584,319        207          9.27     283,016      5.897       357.85        676        75.1 
6.001 - 6.500 ..................    102,413,401        366         16.20     279,818      6.315       355.65        659        78.6 
6.501 - 7.000 ..................    123,025,190        457         19.47     269,202      6.803       357.60        646        79.8 
7.001 - 7.500 ..................     74,743,567        295         11.83     253,368      7.322       357.90        624        82.3 
7.501 - 8.000 ..................    100,935,149        513         15.97     196,755      7.829       357.43        597        82.5 
8.001 - 8.500 ..................     63,380,088        375         10.03     169,014      8.302       357.71        577        81.1 
8.501 - 9.000 ..................     56,824,077        351          8.99     161,892      8.771       358.05        563        80.5 
9.001 - 9.500 ..................     18,580,692        135          2.94     137,635      9.260       358.41        546        79.6 
9.501 - 10.000 .................     15,870,130        112          2.51     141,698      9.800       358.17        538        75.4 
10.001 - 10.500 ................      5,118,807         35          0.81     146,252     10.243       359.57        521        70.7 
10.501 - 11.000 ................      3,497,223         24          0.55     145,718     10.807       349.90        518        70.7 
11.001 - 11.500 ................      1,604,844         11          0.25     145,895     11.301       359.17        527        62.6 
11.501 - 12.000 ................        560,190          3          0.09     186,730     11.874       359.37        521        71.4 
12.001 - 12.500 ................         63,750          1          0.01      63,750     12.490       360.00        540        70.8 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average Mortgage Rate of the Statistical Calculation Pool 
Mortgage Loans in Loan Group 2 as of the Statistical Calculation Date was       
approximately 7.391% per annum.                                                 

                                                        [Enlarge/Download Table]

                                 REMAINING TERMS TO STATED MATURITY FOR THE STATISTICAL CALCULATION                                 
                                                POOL MORTGAGE LOANS IN LOAN GROUP 2*                                                

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF REMAINING TERMS             BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
(MONTHS)                           OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1 - 120 ........................       $235,688          3          0.04%    $78,563      8.622%      119.75        576        63.9%
121 - 180 ......................      4,086,558         32          0.65     127,705      7.346       179.70        616        66.1 
181 - 300 ......................      4,250,121         23          0.67     184,788      6.824       247.49        636        75.0 
301 - 360 ......................    623,442,427      2,849         98.64     218,829      7.395       359.41        619        79.9 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average remaining term to maturity of the Statistical     
Calculation Pool Mortgage Loans in Loan Group 2 as of the Statistical           
Calculation Date was approximately 357 months.                                  

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                         ORIGINAL LOAN-TO-VALUE RATIOS FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                          
                                                          IN LOAN GROUP 2*                                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF ORIGINAL                    BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
LOAN-TO-VALUE RATIOS (%)           OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
<= 50.00 .......................    $21,435,785        139          3.39%   $154,214      7.101%      347.85        605        40.0%
50.01 - 55.00 ..................      7,822,626         43          1.24     181,922      7.713       355.74        575        53.1 
55.01 - 60.00 ..................     16,231,210         75          2.57     216,416      7.345       353.60        594        58.1 
60.01 - 65.00 ..................     24,276,497        118          3.84     205,733      7.415       354.23        583        63.5 
65.01 - 70.00 ..................     47,798,817        226          7.56     211,499      7.656       357.62        584        69.1 
70.01 - 75.00 ..................     55,181,856        258          8.73     213,883      7.532       357.69        585        74.2 
75.01 - 80.00 ..................    191,212,348        887         30.25     215,572      7.232       358.23        632        79.7 
80.01 - 85.00 ..................     83,530,263        384         13.22     217,527      7.422       357.88        615        84.2 
85.01 - 90.00 ..................    115,085,071        469         18.21     245,384      7.410       357.97        626        89.6 
90.01 - 95.00 ..................     49,604,477        208          7.85     238,483      7.409       358.88        649        94.7 
95.01 - 100.00 .................     19,835,843        100          3.14     198,358      7.798       357.12        664        99.9 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average original Loan-to-Value Ratio at origination of the
Statistical Calculation Pool Mortgage Loans in Loan Group 2 as of the           
Statistical Calculation Date was approximately 79.76%.                          

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                               STATE DISTRIBUTION FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                               
                                                          IN LOAN GROUP 2                                                           

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
STATE                              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Alabama ........................     $1,904,270         12          0.30%   $158,689      7.491%      359.42        623        86.6%
Arizona ........................      5,585,474         28          0.88     199,481      7.847       359.48        590        83.9 
Arkansas .......................      1,316,444         10          0.21     131,644      7.789       359.69        606        84.1 
California .....................    268,910,913        881         42.55     305,234      6.903       357.02        635        77.6 
Colorado .......................      2,262,578         11          0.36     205,689      8.098       359.34        581        82.9 
Connecticut ....................      9,086,520         46          1.44     197,533      7.593       355.34        607        79.9 
Delaware .......................        995,120          5          0.16     199,024      7.926       359.16        575        76.2 
District of Columbia ...........        139,800          1          0.02     139,800      9.890       360.00        511        60.0 
Florida ........................     45,681,663        276          7.23     165,513      7.523       355.98        609        79.6 
Georgia ........................     14,741,929        107          2.33     137,775      7.926       357.54        602        83.6 
Hawaii .........................      4,060,619         15          0.64     270,708      7.198       359.52        607        67.5 
Idaho ..........................        151,804          2          0.02      75,902      9.503       358.54        521        75.0 
Illinois .......................     54,765,458        276          8.67     198,426      7.699       359.50        619        83.5 
Indiana ........................      2,236,844         24          0.35      93,202      8.047       352.80        604        84.6 
Iowa ...........................      1,325,768          8          0.21     165,721      7.840       359.19        597        81.9 
Kansas .........................        546,931          5          0.09     109,386      7.989       358.10        609        85.3 
Kentucky .......................        399,897          5          0.06      79,979      8.110       358.87        602        80.1 
Louisiana ......................      5,226,780         42          0.83     124,447      8.222       356.68        583        81.6 
Maine ..........................        604,630          5          0.10     120,926      8.598       347.51        560        74.7 
Maryland .......................     26,086,168        107          4.13     243,796      7.740       357.73        593        78.4 
Massachusetts ..................      7,254,280         29          1.15     250,148      7.396       359.00        610        76.6 
Michigan .......................     14,229,043        114          2.25     124,816      8.047       359.33        590        81.9 
Minnesota ......................      8,988,680         45          1.42     199,748      7.564       359.62        609        82.1 
Mississippi ....................      1,409,985         11          0.22     128,180      8.239       359.30        555        80.8 
Missouri .......................      5,456,858         47          0.86     116,103      8.086       354.65        592        86.6 
Nevada .........................     17,165,184         80          2.72     214,565      7.624       359.49        610        78.9 
New Hampshire ..................        212,432          2          0.03     106,216      8.729       359.00        543        76.3 
New Jersey .....................     11,252,442         50          1.78     225,049      7.818       357.95        598        76.6 
New Mexico .....................      5,612,187         38          0.89     147,689      8.313       354.71        589        84.1 
New York .......................     39,425,616        126          6.24     312,902      7.366       358.83        639        83.2 
North Carolina .................      3,776,341         26          0.60     145,244      8.431       359.31        581        83.9 
Ohio ...........................      8,383,406         75          1.33     111,779      8.121       357.33        599        85.9 
Oklahoma .......................        763,625          9          0.12      84,847      8.133       359.85        609        80.8 
Oregon .........................      2,021,586         12          0.32     168,466      7.918       359.53        567        75.4 
Pennsylvania ...................      5,913,037         51          0.94     115,942      8.476       357.13        580        81.4 
Rhode Island ...................      2,238,744          9          0.35     248,749      8.035       359.68        575        73.1 
South Carolina .................      6,618,025         51          1.05     129,765      8.211       347.29        584        86.5 
South Dakota ...................        105,195          1          0.02     105,195      5.990       358.00        709        65.8 
Tennessee ......................      2,776,624         23          0.44     120,723      8.399       352.25        594        77.1 
Texas ..........................      2,719,387         27          0.43     100,718      8.328       347.26        595        81.6 
Utah ...........................        396,400          2          0.06     198,200      7.126       360.00        678        83.2 
Virginia .......................     27,897,949        144          4.41     193,736      7.822       357.64        603        80.7 
Washington .....................      5,683,446         26          0.90     218,594      7.367       359.31        617        83.9 
West Virginia ..................      1,275,810         10          0.20     127,581      8.451       340.64        566        82.0 
Wisconsin ......................      4,408,902         33          0.70     133,603      8.313       359.52        594        83.3 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

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                          CREDIT BUREAU RISK SCORES(1) FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                          
                                                          IN LOAN GROUP 2*                                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF CREDIT BUREAU               BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
RISK SCORES                        OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
801 - 820 ......................     $1,360,389          4          0.22%   $340,097      6.292%      359.82        804        85.2%
781 - 800 ......................      3,047,013         12          0.48     253,918      6.415       345.42        789        78.7 
761 - 780 ......................      9,349,940         31          1.48     301,611      6.533       357.51        769        80.9 
741 - 760 ......................     10,085,743         38          1.60     265,414      6.451       359.43        750        81.1 
721 - 740 ......................     18,689,975         57          2.96     327,894      6.254       359.56        729        80.0 
701 - 720 ......................     27,706,567        101          4.38     274,322      6.547       358.03        710        82.2 
681 - 700 ......................     35,551,472        129          5.63     275,593      6.679       358.70        690        83.2 
661 - 680 ......................     53,546,588        200          8.47     267,733      6.845       357.16        670        82.6 
641 - 660 ......................     68,014,563        238         10.76     285,775      6.826       357.26        651        82.7 
621 - 640 ......................    102,293,632        448         16.19     228,334      6.981       356.68        631        83.3 
601 - 620 ......................     55,867,113        256          8.84     218,231      7.268       358.08        612        80.2 
581 - 600 ......................     53,997,361        280          8.54     192,848      7.657       353.97        591        78.2 
561 - 580 ......................     48,572,818        266          7.69     182,605      7.918       358.33        571        77.4 
541 - 560 ......................     51,717,316        275          8.18     188,063      8.225       358.16        551        75.3 
521 - 540 ......................     46,373,892        286          7.34     162,146      8.584       358.06        531        75.7 
501 - 520 ......................     43,612,842        271          6.90     160,933      8.917       358.16        511        72.0 
Up to 500 ......................      2,227,569         15          0.35     148,505      8.960       359.20        497        76.3 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

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

(1)      The Credit Bureau Risk Scores referenced in this table with respect to 
substantially all of the Statistical Calculation Pool Mortgage Loans in Loan    
Group 2 were obtained by the respective originators from one or more credit     
reporting agencies, and were determined at the time of origination.             

*        The weighted average Credit Bureau Risk Score of the Statistical       
Calculation Pool Mortgage Loans in Loan Group 2 as of the Statistical           
Calculation Date was approximately 619.                                         

                                                        [Enlarge/Download Table]

                         GROSS MARGINS FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS                          
                                                          IN LOAN GROUP 2*                                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF GROSS MARGINS               BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
(%)                                OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.001 - 5.000 ..................     $6,073,239         28          1.12%   $216,901      7.154%      360.00        652        86.1%
5.001 - 6.000 ..................    336,774,842      1,363         62.21     247,084      7.096       359.40        637        82.2 
6.001 - 7.000 ..................    196,595,399      1,025         36.31     191,800      8.049       359.40        578        78.0 
7.001 - 8.000 ..................      1,241,040          7          0.23     177,291      7.815       358.79        571        74.3 
8.001 - 9.000 ..................        614,150          3          0.11     204,717      8.658       360.00        553        86.0 
9.001 - 10.000 .................         78,029          1          0.01      78,029      9.040       356.00        526        85.0 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $541,376,698      2,427        100.00%   $223,064      7.446%      359.40        616        80.7%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average Gross Margin for the Adjustable Rate Statistical  
Calculation Pool Mortgage Loans in Loan Group 2 as of the Statistical           
Calculation Date was approximately 6.253%.                                      

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                             NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                              
                                                  MORTGAGE LOANS IN LOAN GROUP 2*                                                   

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
NEXT ADJUSTMENT DATE               OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
May 2005 .......................       $274,946          1          0.05%   $274,946      6.990%      357.00        729        90.0%
June 2005 ......................        395,557          2          0.07     197,779      7.577       358.00        628        93.2 
July 2005 ......................      2,983,504          9          0.55     331,500      6.877       359.00        660        85.1 
August 2005 ....................      2,323,797          7          0.43     331,971      6.926       360.00        667        81.0 
September 2005 .................      1,782,750          5          0.33     356,550      6.915       360.00        659        87.5 
October 2005 ...................        718,095          3          0.13     239,365      7.223       356.00        665        83.8 
December 2005 ..................      2,995,926         11          0.55     272,357      6.748       358.00        625        82.3 
January 2006 ...................      6,679,464         24          1.23     278,311      7.103       359.00        654        85.6 
February 2006 ..................      8,343,725         34          1.54     245,404      7.008       360.00        650        81.2 
March 2006 .....................      8,342,614         31          1.54     269,117      7.220       360.00        650        83.0 
September 2006 .................        414,916          3          0.08     138,305      7.901       355.00        613        90.0 
October 2006 ...................      4,157,593         21          0.77     197,981      7.667       356.04        599        79.6 
November 2006 ..................     13,970,852         78          2.58     179,113      7.589       357.00        617        79.6 
December 2006 ..................     52,751,955        263          9.74     200,578      7.619       358.00        602        80.6 
January 2007 ...................    121,823,374        549         22.50     221,900      7.426       359.00        610        81.0 
February 2007 ..................    180,345,655        808         33.31     223,200      7.472       360.00        616        80.6 
March 2007 .....................    108,628,145        475         20.07     228,691      7.589       360.00        609        79.9 
November 2007 ..................        272,441          2          0.05     136,221      7.183       357.00        618        74.3 
December 2007 ..................      2,191,929         10          0.40     219,193      6.737       358.00        636        86.3 
January 2008 ...................      5,559,012         19          1.03     292,580      6.479       359.00        664        79.3 
February 2008 ..................      4,674,785         16          0.86     292,174      7.051       360.00        622        80.0 
March 2008 .....................      3,416,850         13          0.63     262,835      6.732       360.00        647        77.9 
December 2009 ..................        548,690          4          0.10     137,173      7.786       358.00        580        77.6 
January 2010 ...................      3,840,402         18          0.71     213,356      6.686       359.00        662        79.9 
February 2010 ..................      2,975,820         16          0.55     185,989      7.137       360.00        655        85.5 
March 2010 .....................        963,900          5          0.18     192,780      6.680       360.00        631        82.7 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $541,376,698      2,427        100.00%   $223,064      7.446%      359.40        616        80.7%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average number of months to next adjustment date for the  
Adjustable Rate Statistical Calculation Pool Mortgage Loans in Loan Group 2 as  
of the Statistical Calculation Date is 23 months.                               

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                               MAXIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION                               
                                                POOL MORTGAGE LOANS IN LOAN GROUP 2*                                                

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF MAXIMUM                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
MORTGAGE RATES (%)                 OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
11.501 - 12.000 ................       $259,666          1          0.05%   $259,666      4.640%      359.00        765        73.2%
12.001 - 12.500 ................      6,010,366         20          1.11     300,518      5.399       359.22        685        77.2 
12.501 - 13.000 ................     42,034,832        148          7.76     284,019      5.896       359.43        675        78.6 
13.001 - 13.500 ................     85,344,298        296         15.76     288,325      6.311       359.36        658        80.0 
13.501 - 14.000 ................    102,233,717        360         18.88     283,983      6.811       359.45        647        81.2 
14.001 - 14.500 ................     66,336,051        249         12.25     266,410      7.323       359.39        623        83.2 
14.501 - 15.000 ................     90,238,337        441         16.67     204,622      7.831       359.47        594        82.7 
15.001 - 15.500 ................     56,743,644        327         10.48     173,528      8.305       359.40        576        81.1 
15.501 - 16.000 ................     50,489,734        298          9.33     169,429      8.777       359.32        560        80.2 
16.001 - 16.500 ................     17,577,161        126          3.25     139,501      9.255       359.35        545        79.4 
16.501 - 17.000 ................     14,203,987         96          2.62     147,958      9.811       359.37        537        74.8 
17.001 - 17.500 ................      4,410,868         28          0.81     157,531     10.242       359.57        519        71.2 
17.501 - 18.000 ................      3,315,223         23          0.61     144,140     10.814       359.22        519        70.8 
18.001 - 18.500 ................      1,604,844         11          0.30     145,895     11.301       359.17        527        62.6 
18.501 - 19.000 ................        510,221          2          0.09     255,111     11.892       359.51        515        70.0 
19.001 - 19.500 ................         63,750          1          0.01      63,750     12.490       360.00        540        70.8 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $541,376,698      2,427        100.00%   $223,064      7.446%      359.40        616        80.7%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average Maximum Mortgage Rate for the Adjustable Rate     
Statistical Calculation Pool Mortgage Loans in Loan Group 2 as of the           
Statistical Calculation Date was approximately 14.445% per annum.               

                                                        [Enlarge/Download Table]

                   INITIAL PERIODIC RATE CAP FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS                    
                                                          IN LOAN GROUP 2*                                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
INITIAL PERIODIC                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
RATE CAP (%)                       OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1.000 ..........................       $330,500          2          0.06%   $165,250      9.330%      359.00        544        80.1%
1.500 ..........................      2,742,685          9          0.51     304,743      7.087       359.66        670        89.5 
2.000 ..........................     35,060,821        127          6.48     276,069      7.025       359.43        654        83.3 
3.000 ..........................    503,242,692      2,289         92.96     219,853      7.476       359.40        613        80.5 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $541,376,698      2,427        100.00%   $223,064      7.446%      359.40        616        80.7%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average Initial Periodic Rate Cap for the Adjustable Rate 
Statistical Calculation Pool Mortgage Loans in Loan Group 2 as of the           
Statistical Calculation Date was approximately 2.926%.                          

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                                  SUBSEQUENT PERIODIC RATE CAP FOR THE ADJUSTABLE RATE STATISTICAL                                  
                                          CALCULATION POOL MORTGAGE LOANS IN LOAN GROUP 2*                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
SUBSEQUENT                           BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
PERIODIC RATE CAP (%)              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1.000 ..........................       $330,500          2          0.06%   $165,250      9.330%      359.00        544        80.1%
1.500 ..........................     38,055,063        137          7.03     277,774      7.032       359.43        655        83.9 
2.000 ..........................    502,991,135      2,288         92.91     219,839      7.477       359.40        613        80.5 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $541,376,698      2,427        100.00%   $223,064      7.446%      359.40        616        80.7%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average Subsequent Periodic Rate Cap for the Adjustable   
Rate Statistical Calculation Pool Mortgage Loans in Loan Group 2 as of the      
Statistical Calculation Date was approximately 1.964%.                          

                                                        [Enlarge/Download Table]

                                     MINIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE STATISTICAL                                     
                                          CALCULATION POOL MORTGAGE LOANS IN LOAN GROUP 2*                                          

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
RANGE OF MINIMUM                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
MORTGAGE RATES (%)                 OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.001-5.000 ....................       $259,666          1          0.05%   $259,666      4.640%      359.00        765        73.2%
5.001-6.000 ....................     48,149,109        169          8.89     284,906      5.846       359.40        676        78.4 
6.001-7.000 ....................    187,791,640        658         34.69     285,398      6.586       359.41        652        80.7 
7.001-8.000 ....................    156,262,599        689         28.86     226,796      7.615       359.43        606        82.9 
8.001-9.000 ....................    107,213,815        624         19.80     171,817      8.525       359.36        569        80.7 
9.001-10.000 ...................     31,941,648        223          5.90     143,236      9.505       359.35        541        77.4 
>10.000 ........................      9,758,221         63          1.80     154,892     10.694       359.39        520        69.5 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $541,376,698      2,427        100.00%   $223,064      7.446%      359.40        616        80.7%
                                   ============   ========   ===========                                                            

------------------                                                              
*        The weighted average Minimum Mortgage Rate for the Adjustable Rate     
Statistical Calculation Pool Mortgage Loans in Loan Group 2 as of the           
Statistical Calculation Date was approximately 7.444% per annum.                

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                                   TYPES OF MORTGAGED PROPERTIES FOR THE STATISTICAL CALCULATION                                    
                                                POOL MORTGAGE LOANS IN LOAN GROUP 2                                                 

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
PROPERTY TYPE                      OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Single Family Residence                                                                                                             
(detached) .....................   $463,688,959      2,203         73.37%   $210,481      7.399%      357.04        615        79.4%
Planned Unit Development                                                                                                            
(detached) .....................     50,371,372        179          7.97     281,404      7.308       359.51        624        80.1 
Two Family .....................     40,520,885        174          6.41     232,879      7.371       358.29        634        80.7 
Condominium ....................     26,241,689        141          4.15     186,111      7.228       358.53        629        81.0 
Planned Unit Development                                                                                                            
(attached) .....................     18,618,317         89          2.95     209,195      7.690       358.65        616        83.4 
Three Family ...................     13,507,909         43          2.14     314,137      7.328       356.59        640        80.1 
Four Family ....................     12,979,685         49          2.05     264,892      7.332       355.22        653        79.7 
Higrise Condominium ............      3,231,999         13          0.51     248,615      7.821       359.81        628        83.8 
Mobile Home ....................      1,811,074         11          0.29     164,643      7.760       359.84        606        74.8 
Single Family Residence                                                                                                             
(attached) .....................        945,405          4          0.15     236,351      6.929       359.07        628        88.4 
Manufactured ...................         97,500          1          0.02      97,500      7.590       360.00        579        72.2 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                                OCCUPANCY TYPES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                                 
                                                         IN LOAN GROUP 2(1)                                                         

                                                                                                   WEIGHTED                WEIGHTED 
                                                             PERCENT OF                             AVERAGE                AVERAGE  
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED    ORIGINAL 
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE     LOAN-TO- 
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT      VALUE   
OCCUPANCY                          OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE       RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Owner Occupied .................   $594,581,773      2,688         94.08%   $221,199      7.358%      357.37        618        79.8%
Investment .....................     35,189,621        208          5.57     169,181      7.848       357.75        638        79.3 
Second Home ....................      2,243,400         11          0.35     203,945      9.000       359.97        598        75.3 
                                   ------------   --------   -----------    --------   --------    ---------   --------    -------- 
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619        79.8%
                                   ============   ========   ===========                                                            

------------------                                                              
(1)      Based on representations by the Mortgagors at the time of origination  
of the Statistical Calculation Pool Mortgage Loans in Loan Group 2.             

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                                         LOAN PURPOSES FOR THE STATISTICAL CALCULATION POOL                                         
                                                   MORTGAGE LOANS IN LOAN GROUP 2                                                   

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN PURPOSE                       OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Refinance - Cash Out ...........   $427,022,577      1,980         67.57%   $215,668      7.431%      357.10        608       78.0% 
Purchase .......................    147,253,387        632         23.30     232,996      7.107       358.65        661       84.3  
Refinance - No Cash Out ........     57,738,830        295          9.14     195,725      7.822       356.43        596       80.9  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619       79.8% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                            CREDIT GRADE CATEGORIES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             
                                                          IN LOAN GROUP 2                                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
CREDIT GRADE CATEGORY              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
AA .............................   $390,731,801      1,610         61.82%   $242,691      6.995%      357.08        643       81.2% 
AA95 ...........................        902,205          5          0.14     180,441      7.552       359.87        673       95.0  
AA100 ..........................     13,871,734         69          2.19     201,040      7.881       359.11        659       99.9  
A+ .............................    129,714,315        661         20.52     196,240      7.726       357.31        585       79.2  
A ..............................        497,246          4          0.08     124,312      7.544       358.00        631       88.2  
B ..............................     49,935,434        286          7.90     174,599      8.193       358.01        566       74.2  
C ..............................     36,377,378        216          5.76     168,414      8.460       359.14        556       70.6  
C- .............................      9,984,680         56          1.58     178,298      9.942       359.04        532       61.1  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619       79.8% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                         ORIGINAL TERM FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS IN LOAN GROUP 2                          

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
ORIGINAL TERM                      OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
ARM 360 ........................   $541,376,698      2,427         85.66%   $223,064      7.446%      359.40        616       80.7% 
Fixed 120 ......................        235,688          3          0.04      78,563      8.622       119.75        576       63.9  
Fixed 180 ......................      4,086,558         32          0.65     127,705      7.346       179.70        616       66.1  
Fixed 240 ......................      3,692,849         20          0.58     184,642      6.806       239.64        637       73.5  
Fixed 300 ......................        557,273          3          0.09     185,758      6.950       299.55        629       84.9  
Fixed 360 ......................     82,065,729        422         12.98     194,469      7.054       359.43        640       74.4  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619       79.8% 
                                   ============   ========   ===========                                                            

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                            LOAN DOCUMENTATION TYPE FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             
                                                          IN LOAN GROUP 2                                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                     BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN DOCUMENTATION TYPE            OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Stated Income ..................   $266,694,001        984         42.20%   $271,030      7.351%      357.32        639       80.3% 
2 Yr Full Doc ..................    209,463,328      1,142         33.14     183,418      7.475       357.95        608       80.6  
1 Yr Full Doc ..................    118,869,102        631         18.81     188,382      7.361       356.50        601       77.5  
1 Yr Limited Doc ...............     35,812,279        145          5.67     246,981      7.291       358.13        595       78.6  
2 Yr Limited Doc ...............      1,176,084          5          0.19     235,217      7.538       347.87        606       75.3  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619       79.8% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                        ORIGINAL PREPAYMENT PENALTY TERM FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                        
                                                          IN LOAN GROUP 2                                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                    AGGREGATE                 AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                    PRINCIPAL                 PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
ORIGINAL PREPAYMENT                  BALANCE       NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
PENALTY TERM (MONTHS)              OUTSTANDING    OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
0 ..............................   $196,615,043        934         31.11%   $210,509      7.699%      358.19        615       82.1% 
12 .............................     48,270,867        157          7.64     307,458      7.288       358.84        621       79.6  
24 .............................    295,719,853      1,373         46.79     215,382      7.354       359.36        614       79.9  
36 .............................     91,409,031        443         14.46     206,341      6.902       348.63        641       74.4  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $632,014,794      2,907        100.00%   $217,411      7.391%      357.40        619       79.8% 
                                   ============   ========   ===========                                                            

                                                        [Enlarge/Download Table]

                         MONTHS TO NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                        
                                                   MORTGAGE LOANS IN LOAN GROUP 2                                                   

                          WEIGHTED                                                                   WEIGHTED              WEIGHTED 
                          AVERAGE                                PERCENT OF                           AVERAGE              AVERAGE  
                         MONTHS TO     AGGREGATE                  AGGREGATE               WEIGHTED   REMAINING   WEIGHTED  ORIGINAL 
RANGE OF                    NEXT       PRINCIPAL                  PRINCIPAL    AVERAGE    AVERAGE     TERM TO    AVERAGE   LOAN-TO- 
MONTHS TO NEXT           ADJUSTMENT     BALANCE        NUMBER      BALANCE     PRINCIPAL  MORTGAGE   MATURITY     CREDIT    VALUE   
ADJUSTMENT DATE             DATE      OUTSTANDING     OF LOANS   OUTSTANDING   BALANCE      RATE     (MONTHS)     SCORE     RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
0-6 ..................            5      $7,760,554         24          1.43%  $323,356      6.940%     359.41        663      85.0%
7-12 .................           11      27,079,824        103          5.00    262,911      7.074      359.43        649      83.0 
19-24 ................           23     482,092,491      2,197         89.05    219,432      7.508      359.40        611      80.5 
32-37 ................           35      16,115,017         60          2.98    268,584      6.746      359.33        644      80.1 
>=38 .................           59       8,328,812         43          1.54    193,693      6.919      359.41        651      82.1 
----------------------   ----------  --------------   --------   -----------   --------   --------   ---------   --------  -------- 
Total/Weighted Average           23    $541,376,698      2,427        100.00%  $223,064      7.446%     359.40        616      80.7%
                                       ============   ========   ===========                                                        

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                             MORTGAGE LOAN PROGRAMS FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN PROGRAMS                        OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
6 Month LIBOR ARMs .............      $18,005,273       68          1.50%   $264,783      6.983%      359.61        648       83.7% 
1/29 Hybrid ARMs ...............       60,656,036      256          5.06     236,938      7.183       359.72        639       83.4  
1/29 Hybrid ARMs - Interest Only..      2,144,566        7          0.18     306,367      6.787       357.69        625       82.0  
2/28 Hybrid ARMs ...............      758,523,386    3,786         63.29     200,350      7.563       359.58        605       80.1  
2/28 Hybrid ARMs - Interest Only      127,686,280      438         10.65     291,521      6.655       359.54        657       80.7  
3/27 Hybrid ARMs ...............       23,921,088      101          2.00     236,842      7.029       359.57        628       80.7  
3/27 Hybrid ARMs - Interest Only..      6,231,023       24          0.52     259,626      6.129       359.64        680       74.8  
5/25 Hybrid ARMs ...............       19,816,518       89          1.65     222,658      6.781       359.64        651       79.2  
10 Yr Fixed Rate ...............          587,118        8          0.05      73,390      7.973       119.80        596       65.9  
15 Yr Fixed Rate ...............        6,310,939       54          0.53     116,869      7.180       179.76        618       64.7  
20 Yr Fixed Rate ...............        7,314,769       41          0.61     178,409      6.784       239.74        643       75.7  
25 Yr Fixed Rate ...............          657,973        4          0.05     164,493      7.111       299.62        642       86.4  
30 Yr Fixed Rate ...............      158,259,069      844         13.20     187,511      6.993       359.68        641       74.7  
30 Yr Fixed Rate - Interest Only        8,449,280       33          0.70     256,039      6.674       359.16        688       76.8  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ============== ========   ===========                                                            

                                                        [Enlarge/Download Table]

                       MORTGAGE LOAN PRINCIPAL BALANCES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                        

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
RANGE OF MORTGAGE                     PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN PRINCIPAL BALANCES              OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
$25,000.01 - $50,000.00 ........       $2,666,023       54          0.22%    $49,371      8.329%      335.63        587       67.1% 
$50,000.01 - $75,000.00 ........       23,845,294      374          1.99      63,757      8.175       350.14        594       76.7  
$75,000.01 - $100,000.00 .......       41,534,485      471          3.47      88,184      8.015       354.47        595       77.1  
$100,000.01 - $150,000.00 ......      148,665,572    1,184         12.40     125,562      7.697       355.50        600       78.0  
$150,000.01 - $200,000.00 ......      199,915,973    1,139         16.68     175,519      7.480       357.57        610       77.9  
$200,000.01 - $250,000.00 ......      177,806,247      794         14.83     223,937      7.246       358.54        616       78.0  
$250,000.01 - $300,000.00 ......      175,539,844      640         14.65     274,281      7.147       358.60        624       79.6  
$300,000.01 - $350,000.00 ......      135,675,667      419         11.32     323,808      7.133       359.04        628       81.5  
$350,000.01 - $400,000.00 ......      105,966,734      283          8.84     374,441      7.064       358.73        637       81.6  
$400,000.01 - $450,000.00 ......       75,009,168      177          6.26     423,781      7.148       359.51        640       83.8  
$450,000.01 - $500,000.00 ......       67,445,093      140          5.63     481,751      7.091       357.42        635       81.8  
$500,000.01 - $550,000.00 ......       16,847,019       32          1.41     526,469      6.824       359.69        663       82.4  
$550,000.01 - $600,000.00 ......       21,453,030       37          1.79     579,812      7.144       359.67        641       79.8  
$600,000.01 - $650,000.00 ......        3,167,370        5          0.26     633,474      6.301       359.40        662       74.3  
$650,000.01 - $700,000.00 ......        1,346,798        2          0.11     673,399      5.931       359.52        689       72.2  
$800,000.01 - $850,000.00 ......        1,679,000        2          0.14     839,500      6.368       360.00        599       62.5  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============  =======   ===========                                                            

--------------------                                                            
*        The average Principal Balance of the Statistical Calculation Pool      
Mortgage Loans as of the Statistical Calculation Date was approximately         
$208,337.                                                                       

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                                MORTGAGE RATES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                                 

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
RANGE OF MORTGAGE RATES (%)          OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.501 - 5.000 ..................       $1,385,940        7          0.12%   $197,991      4.910%      359.42        732       71.0% 
5.001 - 5.500 ..................       10,626,595       39          0.89     272,477      5.367       358.42        694       75.7  
5.501 - 6.000 ..................      106,571,470      422          8.89     252,539      5.891       357.19        672       74.5  
6.001 - 6.500 ..................      190,379,258      776         15.88     245,334      6.321       356.39        654       77.7  
6.501 - 7.000 ..................      265,833,683    1,157         22.18     229,761      6.814       357.96        639       79.2  
7.001 - 7.500 ..................      174,226,254      804         14.54     216,699      7.324       358.11        619       81.9  
7.501 - 8.000 ..................      190,697,631      994         15.91     191,849      7.815       358.10        600       82.5  
8.001 - 8.500 ..................       98,005,702      546          8.18     179,498      8.300       358.20        580       80.8  
8.501 - 9.000 ..................       88,057,221      520          7.35     169,341      8.782       358.51        572       81.1  
9.001 - 9.500 ..................       31,779,890      212          2.65     149,905      9.264       358.05        553       79.2  
9.501 - 10.000 .................       24,430,462      166          2.04     147,171      9.800       358.74        540       75.3  
10.001 - 10.500 ................        8,374,480       57          0.70     146,921     10.271       359.64        527       70.5  
10.501 - 11.000 ................        4,860,454       31          0.41     156,789     10.777       352.67        518       68.9  
11.001 - 11.500 ................        2,150,534       15          0.18     143,369     11.321       359.29        524       63.2  
11.501 - 12.000 ................        1,119,990        6          0.09     186,665     11.910       359.69        520       69.7  
12.001 - 12.500 ................           63,750        1          0.01      63,750     12.490       360.00        540       70.8  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============  =======   ===========                                                            

--------------------                                                            
*        The weighted average Mortgage Rate for the Mortgage Loans in the       
Statistical Calculation Pool as of the Statistical Calculation Date was         
approximately 7.317%.                                                           

                                                        [Enlarge/Download Table]

                      REMAINING TERMS TO STATED MATURITY FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                       

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
RANGE OF REMAINING                     BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
TERMS (MONTHS)                       OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1-120 ..........................         $587,118        8          0.05%    $73,390      7.973%      119.80        596       65.9% 
121-180 ........................        6,310,939       54          0.53     116,869      7.180       179.76        618       64.7  
181-300 ........................        7,972,742       45          0.67     177,172      6.811       244.68        643       76.5  
301-360 ........................    1,183,692,518    5,646         98.76     209,652      7.321       359.59        620       79.6  
                                   ------------   --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============  =======   ===========                                                            

--------------------                                                            
*        The weighted average remaining term to maturity of the Statistical     
Calculation Pool Mortgage Loans as of the Statistical Calculation Date was      
approximately 358 months.                                                       

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                         ORIGINAL LOAN-TO-VALUE RATIOS FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                         

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
RANGE OF ORIGINAL                      BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN-TO-VALUE RATIOS (%)             OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Up to 50.00 ....................      $37,905,702      246          3.16%   $154,088      7.102%      350.31        607       42.2% 
50.01-55.00 ....................       22,663,146      123          1.89     184,253      7.218       356.92        597       53.0  
55.01-60.00 ....................       43,041,869      223          3.59     193,013      7.192       354.95        596       58.1  
60.01-65.00 ....................       66,155,090      339          5.52     195,148      7.277       355.25        593       63.4  
65.01-70.00 ....................       91,654,596      444          7.65     206,429      7.460       357.59        590       68.8  
70.01-75.00 ....................      111,879,476      538          9.33     207,954      7.354       358.47        593       74.0  
75.01-80.00 ....................      274,888,635    1,310         22.93     209,839      7.172       358.54        625       79.5  
80.01-85.00 ....................      175,876,281      830         14.67     211,899      7.374       358.23        619       84.3  
85.01-90.00 ....................      228,368,960    1,005         19.05     227,233      7.370       358.28        631       89.6  
90.01-95.00 ....................      106,638,942      484          8.90     220,328      7.365       358.56        657       94.7  
95.01-100.00 ...................       39,490,619      211          3.29     187,159      7.676       358.44        675       99.9  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============  =======   ===========                                                            

--------------------                                                            
*        The weighted average original Loan-to-Value Ratio at origination of the
Statistical Calculation Pool Mortgage Loans as of the Statistical Calculation   
Date was approximately 79.48%.                                                  

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                                         STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR                                         
                                          THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
STATE                                OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Alabama ........................       $2,266,084       14          0.19%   $161,863      7.551%      349.50        630       87.1% 
Arizona ........................        9,597,057       55          0.80     174,492      7.686       359.63        604       84.0  
Arkansas .......................        2,128,468       17          0.18     125,204      7.610       354.97        625       86.2  
California .....................      534,306,930    2,036         44.58     262,430      7.009       357.82        625       76.5  
Colorado .......................        4,765,553       24          0.40     198,565      7.619       359.50        603       83.2  
Connecticut ....................       20,467,075      106          1.71     193,086      7.384       354.43        617       81.1  
Delaware .......................        1,199,620        7          0.10     171,374      7.788       359.30        584       78.2  
District of Columbia ...........          579,800        3          0.05     193,267      9.723       360.00        551       67.3  
Florida ........................       86,606,673      531          7.23     163,101      7.408       356.29        617       80.5  
Georgia ........................       24,334,184      175          2.03     139,052      7.752       358.33        613       84.2  
Hawaii .........................        7,235,757       26          0.60     278,298      7.013       351.23        619       69.6  
Idaho ..........................          257,404        3          0.02      85,801      8.322       359.14        552       77.1  
Illinois .......................      118,650,919      598          9.90     198,413      7.518       359.54        628       84.1  
Indiana ........................        3,775,612       37          0.32     102,044      7.734       355.67        622       85.5  
Iowa ...........................        1,457,768        9          0.12     161,974      7.763       359.26        599       81.7  
Kansas .........................          923,634        8          0.08     115,454      7.617       358.88        610       86.9  
Kentucky .......................          742,597       10          0.06      74,260      7.786       318.91        619       81.6  
Louisiana ......................        7,380,401       58          0.62     127,248      7.935       353.23        598       82.2  
Maine ..........................          789,630        6          0.07     131,605      8.198       350.44        571       69.5  
Maryland .......................       43,444,222      196          3.62     221,654      7.562       357.57        599       79.3  
Massachusetts ..................       11,715,380       47          0.98     249,263      7.334       359.36        612       78.3  
Michigan .......................       27,726,159      211          2.31     131,404      7.891       358.53        604       83.6  
Minnesota ......................       16,541,040       87          1.38     190,127      7.459       359.70        630       83.9  
Mississippi ....................        1,977,440       16          0.16     123,590      8.133       359.41        586       83.3  
Missouri .......................        9,952,076       84          0.83     118,477      7.753       356.96        600       86.9  
Montana ........................          144,000        1          0.01     144,000     10.190       360.00        521       63.7  
Nevada .........................       29,915,864      144          2.50     207,749      7.489       359.63        609       77.0  
New Hampshire ..................          390,761        3          0.03     130,254      7.958       359.46        564       79.9  
New Jersey .....................       17,340,304       77          1.45     225,199      7.775       358.58        611       79.2  
New Mexico .....................        7,161,692       49          0.60     146,157      8.168       355.84        599       83.4  
New York .......................       77,798,051      268          6.49     290,291      7.256       359.23        631       81.2  
North Carolina .................        6,487,267       45          0.54     144,161      8.249       359.38        588       83.2  
Ohio ...........................       14,720,693      128          1.23     115,005      7.858       358.42        616       87.2  
Oklahoma .......................        1,473,625       14          0.12     105,259      7.624       353.81        607       82.7  
Oregon .........................        4,609,332       27          0.38     170,716      7.316       359.76        601       78.1  
Pennsylvania ...................       10,826,724       78          0.90     138,804      7.845       354.53        607       81.5  
Rhode Island ...................        5,425,667       25          0.45     217,027      7.552       359.73        599       73.2  
South Carolina .................        9,142,182       74          0.76     123,543      8.077       350.71        598       87.3  
South Dakota ...................          105,195        1          0.01     105,195      5.990       358.00        709       65.8  
Tennessee ......................        5,221,238       43          0.44     121,424      7.992       349.29        614       81.4  
Texas ..........................        6,054,510       57          0.51     106,219      8.148       347.40        621       85.2  
Utah ...........................          558,400        3          0.05     186,133      7.493       360.00        653       85.2  
Virginia .......................       45,333,875      250          3.78     181,336      7.624       357.55        612       81.7  
Washington .....................        7,483,220       35          0.62     213,806      7.246       359.41        620       83.9  
West Virginia ..................        2,308,585       16          0.19     144,287      7.962       349.12        596       84.3  
Wisconsin ......................        7,240,649       51          0.60     141,974      8.036       359.67        609       84.9  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============  =======   ===========                                                            

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                         CREDIT BUREAU RISK SCORES(1) FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                          

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
RANGE OF CREDIT BUREAU                 BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
RISK SCORES                          OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
801 - 820 ......................       $2,234,639        8          0.19%   $279,330      6.311%      359.89        805       79.2% 
781 - 800 ......................        5,367,879       22          0.45     243,995      6.534       351.66        789       81.2  
761 - 780 ......................       15,491,655       61          1.29     253,962      6.523       358.43        769       81.3  
741 - 760 ......................       20,772,399       86          1.73     241,540      6.518       357.79        749       80.7  
721 - 740 ......................       33,951,491      124          2.83     273,802      6.439       359.34        729       82.1  
701 - 720 ......................       46,837,500      192          3.91     243,945      6.529       358.34        710       83.3  
681 - 700 ......................       73,836,073      304          6.16     242,882      6.781       358.49        690       83.6  
661 - 680 ......................      104,569,267      446          8.72     234,460      6.885       356.94        670       83.5  
641 - 660 ......................      144,045,374      607         12.02     237,307      6.852       357.50        650       82.8  
621 - 640 ......................      158,145,069      730         13.19     216,637      6.969       357.26        630       82.8  
601 - 620 ......................      134,988,341      676         11.26     199,687      7.199       357.85        611       79.1  
581 - 600 ......................      116,651,209      617          9.73     189,062      7.500       355.88        591       77.7  
561 - 580 ......................      104,280,966      547          8.70     190,642      7.721       358.45        571       75.9  
541 - 560 ......................       94,542,442      497          7.89     190,226      8.073       358.81        551       74.8  
521 - 540 ......................       71,280,239      420          5.95     169,715      8.507       358.46        531       74.6  
501 - 520 ......................       68,689,206      398          5.73     172,586      8.784       358.76        511       70.4  
<= 500 .........................        2,879,569       18          0.24     159,976      8.991       359.38        498       75.0  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============  =======   ===========                                                            

(1)      The Credit Bureau Risk Scores referenced in this table with respect to 
substantially all of the Mortgage Loans in the Statistical Calculation Pool were
obtained by the respective originators from one or more credit reporting        
agencies, and were determined at the time of origination.                       

*        The weighted average Credit Bureau Risk Score of the Mortgage Loans in 
the Statistical Calculation Pool as of the Statistical Calculation Date was     
approximately 620.                                                              

                                                        [Enlarge/Download Table]

                         GROSS MARGINS FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                         

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
RANGE OF GROSS                         BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
MARGINS (%)                          OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.001 - 5.000 ..................      $17,859,350       87          1.76%   $205,280      7.091%      360.00        642       84.0% 
5.001 - 6.000 ..................      631,473,571    2,799         62.09     225,607      7.096       359.58        634       82.1  
6.001 - 7.000 ..................      364,460,975    1,866         35.84     195,317      7.875       359.58        583       77.2  
7.001 - 8.000 ..................        2,498,094       13          0.25     192,161      7.811       358.80        590       80.2  
8.001 - 9.000 ..................          614,150        3          0.06     204,717      8.658       360.00        553       86.0  
9.001 - 10.000 .................           78,029        1          0.01      78,029      9.040       356.00        526       85.0  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,016,984,169    4,769        100.00%   $213,249      7.378%      359.58        616       80.4% 
                                   ==============  =======   ===========                                                            

--------------------                                                            
*        The weighted average Gross Margin of the Adjustable Rate Statistical   
Calculation Pool Mortgage Loans as of the Statistical Calculation Date was      
approximately 6.231%.                                                           

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                     NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                      

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
NEXT ADJUSTMENT DATE                 OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
May 2005 .......................         $274,946        1          0.03%   $274,946      6.990%      357.00        729       90.0% 
June 2005 ......................          395,557        2          0.04     197,779      7.577       358.00        628       93.2  
July 2005 ......................        5,367,659       19          0.53     282,508      6.980       359.00        653       86.6  
August 2005 ....................        7,783,967       30          0.77     259,466      7.028       360.00        639       79.5  
September 2005 .................        4,183,144       16          0.41     261,447      6.849       360.00        656       86.5  
October 2005 ...................          718,095        3          0.07     239,365      7.223       356.00        665       83.8  
December 2005 ..................        2,995,926       11          0.29     272,357      6.748       358.00        625       82.3  
January 2006 ...................       13,125,256       54          1.29     243,060      7.013       359.00        655       84.5  
February 2006 ..................       26,570,811      111          2.61     239,377      7.239       360.00        632       82.7  
March 2006 .....................       19,390,514       84          1.91     230,839      7.244       360.00        638       83.6  
September 2006 .................          414,916        3          0.04     138,305      7.901       355.00        613       90.0  
October 2006 ...................        4,432,975       22          0.44     201,499      7.712       356.04        599       79.9  
November 2006 ..................       13,970,852       78          1.37     179,113      7.589       357.00        617       79.6  
December 2006 ..................       52,806,316      264          5.19     200,024      7.619       358.00        602       80.6  
January 2007 ...................      210,022,742    1,009         20.65     208,149      7.358       359.00        612       80.5  
February 2007 ..................      377,896,262    1,793         37.16     210,762      7.418       360.00        615       80.2  
March 2007 .....................      226,665,602    1,055         22.29     214,849      7.464       360.00        611       79.8  
November 2007 ..................          272,441        2          0.03     136,221      7.183       357.00        618       74.3  
December 2007 ..................        2,191,929       10          0.22     219,193      6.737       358.00        636       86.3  
January 2008 ...................        7,258,117       28          0.71     259,218      6.712       359.00        658       80.3  
February 2008 ..................       12,596,423       50          1.24     251,928      6.960       360.00        628       78.4  
March 2008 .....................        7,833,200       35          0.77     223,806      6.794       360.00        639       78.6  
December 2009 ..................          548,690        4          0.05     137,173      7.786       358.00        580       77.6  
January 2010 ...................        5,995,686       27          0.59     222,062      6.656       359.00        654       78.8  
February 2010 ..................       10,503,391       45          1.03     233,409      6.789       360.00        659       79.7  
March 2010 .....................        2,768,750       13          0.27     212,981      6.821       360.00        630       78.3  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,016,984,169    4,769        100.00%   $213,249      7.378%      359.58        616       80.4% 
                                   ==============  =======   ===========                                                            

--------------------                                                            
*        The weighted average number of months to next adjustment date for the  
Adjustable Rate Mortgage Loans in the Statistical Calculation Pool as of the    
Statistical Calculation Date is 24 months.                                      

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                    MAXIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                     

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
RANGE OF MAXIMUM                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
MORTGAGE RATES (%)                   OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
11.501 - 12.000 ................       $1,385,940        7          0.14%   $197,991      4.910%      359.42        732       71.0% 
12.001 - 12.500 ................       10,023,691       37          0.99     270,911      5.360       359.46        692       76.4  
12.501 - 13.000 ................       78,694,664      307          7.74     256,334      5.884       359.59        669       77.1  
13.001 - 13.500 ................      152,012,634      600         14.95     253,354      6.316       359.53        652       79.1  
13.501 - 14.000 ................      216,707,889      905         21.31     239,456      6.819       359.63        638       80.4  
14.001 - 14.500 ................      150,337,031      666         14.78     225,731      7.324       359.62        617       82.9  
14.501 - 15.000 ................      170,849,890      864         16.80     197,743      7.817       359.62        598       82.7  
15.001 - 15.500 ................       90,196,478      491          8.87     183,700      8.302       359.54        579       80.7  
15.501 - 16.000 ................       79,232,039      453          7.79     174,905      8.786       359.49        570       81.0  
16.001 - 16.500 ................       29,581,989      193          2.91     153,275      9.258       359.55        550       78.7  
16.501 - 17.000 ................       22,547,824      147          2.22     153,387      9.806       359.52        538       74.9  
17.001 - 17.500 ................        7,451,340       48          0.73     155,236     10.277       359.63        524       70.3  
17.501 - 18.000 ................        4,678,454       30          0.46     155,948     10.781       359.39        519       68.9  
18.001 - 18.500 ................        2,150,534       15          0.21     143,369     11.321       359.29        524       63.2  
18.501 - 19.000 ................        1,070,021        5          0.11     214,004     11.920       359.77        517       68.9  
19.001 - 19.500 ................           63,750        1          0.01      63,750     12.490       360.00        540       70.8  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,016,984,169    4,769        100.00%   $213,249      7.378%      359.58        616       80.4% 
                                   ==============   ======   ===========                                                            

--------------------                                                            
*        The weighted average Maximum Mortgage Rate for the Adjustable Rate     
Mortgage Loans in the Statistical Calculation Pool as of the Statistical        
Calculation Date was approximately 14.377% per annum.                           

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                   INITIAL PERIODIC RATE CAP FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                   

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
INITIAL PERIODIC                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
RATE CAP (%)                         OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1.000 ..........................         $330,500        2          0.03%   $165,250      9.330%      359.00        544       80.1% 
1.500 ..........................        3,697,844       14          0.36     264,132      7.169       359.72        673       89.9  
2.000 ..........................       81,064,061      331          7.97     244,907      7.118       359.64        642       83.4  
3.000 ..........................      931,891,765    4,422         91.63     210,740      7.400       359.58        614       80.1  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,016,984,169    4,769        100.00%   $213,249      7.378%      359.58        616       80.4% 
                                   ==============   ======   ===========                                                            

--------------------                                                            
*        The weighted average Initial Periodic Rate Cap for the Adjustable Rate 
Mortgage Loans in the Statistical Calculation Pool as of the Statistical        
Calculation Date was approximately 2.914%.                                      

                                                        [Enlarge/Download Table]

                         SUBSEQUENT PERIODIC RATE CAP FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL                          
                                                          MORTGAGE LOANS*                                                           

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
SUBSEQUENT                             BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
PERIODIC RATE CAP (%)                OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1.000 ..........................         $330,500        2          0.03%   $165,250      9.330%      359.00        544       80.1% 
1.500 ..........................       84,975,719      346          8.36     245,595      7.123       359.64        643       83.7  
2.000 ..........................      931,677,950    4,421         91.61     210,739      7.400       359.58        614       80.1  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,016,984,169    4,769        100.00%   $213,249      7.378%      359.58        616       80.4% 
                                   ==============   ======   ===========                                                            

--------------------                                                            
*        The weighted average Subsequent Periodic Rate Cap for the Adjustable   
Rate Mortgage Loans in the Statistical Calculation Pool as of the Statistical   
Calculation Date was approximately 1.958%.                                      

                                                        [Enlarge/Download Table]

                    MINIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS*                     

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
RANGE OF MINIMUM                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
MORTGAGE RATES (%)                   OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
4.001-5.000 ....................       $1,385,940        7          0.14%   $197,991      4.910%      359.42        732       71.0% 
5.001-6.000 ....................       89,412,466      349          8.79     256,196      5.847       359.57        671       77.1  
6.001-7.000 ....................      368,917,350    1,507         36.28     244,802      6.613       359.59        644       79.9  
7.001-8.000 ....................      320,801,029    1,528         31.54     209,948      7.586       359.62        607       82.8  
8.001-9.000 ....................      168,909,655      940         16.61     179,691      8.527       359.52        575       80.8  
9.001-10.000 ...................       52,290,314      341          5.14     153,344      9.496       359.53        544       77.0  
10.001 or more .................       15,267,416       97          1.50     157,396     10.692       359.53        522       68.7  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,016,984,169    4,769        100.00%   $213,249      7.378%      359.58        616       80.4% 
                                   ==============   ======   ===========                                                            

--------------------                                                            
*        The weighted average Minimum Mortgage Rate for the Adjustable Rate     
Mortgage Loans in the Statistical Calculation Pool as of the Statistical        
Calculation Date was approximately 7.375% per annum.                            

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                         TYPES OF MORTGAGED PROPERTIES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                          

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
PROPERTY TYPE                        OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Single Family Residence                                                                                                             
(detached) .....................     $876,502,823    4,356         73.13%   $201,217      7.323%      357.38        616       79.1% 
Two Family .....................       95,100,848      398          7.93     238,947      7.251       359.17        635       80.1  
Planned Unit                                                                                                                        
Development (detached) . .......       77,693,080      314          6.48     247,430      7.312       358.93        623       80.3  
Condominium ....................       50,718,691      278          4.23     182,441      7.197       358.81        630       81.3  
Planned Unit Development                                                                                                            
(attached) .....................       32,651,219      161          2.72     202,803      7.531       358.56        621       82.4  
Four Family ....................       29,946,320      113          2.50     265,012      7.341       357.84        640       79.7  
Three Family ...................       27,362,005       89          2.28     307,438      7.258       358.20        641       79.1  
Highrise Condominium ...........        5,550,352       27          0.46     205,569      7.560       359.80        640       81.6  
Mobile Home ....................        1,811,074       11          0.15     164,643      7.760       359.84        606       74.8  
Single Family Residence                                                                                                             
(attached) .....................        1,129,405        5          0.09     225,881      6.987       359.06        617       84.7  
Manufactured ...................           97,500        1          0.01      97,500      7.590       360.00        579       72.2  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============   ======   ===========                                                            

                                                        [Enlarge/Download Table]

                              OCCUPANCY TYPES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS (1)                               

                                                                                                    WEIGHTED               WEIGHTED 
                                                              PERCENT OF                             AVERAGE               AVERAGE  
                                    AGGREGATE                  AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL 
                                    PRINCIPAL                  PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO- 
                                     BALANCE        NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE   
OCCUPANCY                          OUTSTANDING     OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Owner Occupied .................   $1,133,599,159     5,380         94.58%   $210,706      7.287%      357.73        619       79.6%
Investment .....................       61,576,642       355          5.14     173,455      7.799       358.33        637       78.2 
Second Home ....................        3,387,516        18          0.28     188,195      8.822       359.90        598       77.2 
                                     ------------  --------   -----------    --------   --------    ---------   --------   -------- 
Total/Weighted Average .........   $1,198,563,316     5,753        100.00%   $208,337      7.317%      357.76        620       79.5%
                                   ==============   =======   ===========                                                           

--------------------                                                            
(1)      Based on representations by the Mortgagors at the time of origination  
of the Mortgage Loans in the Statistical Calculation Pool.                      

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                                 LOAN PURPOSES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                                  

                                                                                                   WEIGHTED               WEIGHTED  
                                                             PERCENT OF                             AVERAGE               AVERAGE   
                                      AGGREGATE               AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL  
                                      PRINCIPAL               PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO-  
                                       BALANCE     NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE    
LOAN PURPOSE                         OUTSTANDING  OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Refinance - Cash Out ...........     $867,302,314    4,153         72.36%   $208,838      7.308%      357.61        612       77.7% 
Purchase .......................      231,085,108    1,063         19.28     217,390      7.225       358.95        656       85.3  
Refinance - No Cash Out ........      100,175,895      537          8.36     186,547      7.616       356.35        608       81.6  
                                     ------------ --------   -----------    --------   --------    ---------   --------   --------  
Total/Weighted Average .........   $1,198,563,316    5,753        100.00%   $208,337      7.317%      357.76        620       79.5% 
                                   ==============   ======   ===========                                                            

                                                        [Enlarge/Download Table]

                            CREDIT GRADE CATEGORIES FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             

                                                                                                    WEIGHTED               WEIGHTED 
                                                              PERCENT OF                             AVERAGE               AVERAGE  
                                      AGGREGATE                AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL 
                                      PRINCIPAL                PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO- 
                                       BALANCE      NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE   
CREDIT GRADE CATEGORY                OUTSTANDING   OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
AA .............................     $749,669,302     3,406         62.55%   $220,103      7.004%      357.27        641       81.0%
AA95 ...........................        1,210,955         7          0.10     172,994      7.455       359.90        676       95.0 
AA100 ..........................       28,065,743       150          2.34     187,105      7.775       359.52        672       99.9 
A+ .............................      258,362,936     1,295         21.56     199,508      7.574       358.20        590       78.2 
A ..............................          497,246         4          0.04     124,312      7.544       358.00        631       88.2 
B ..............................       84,386,992       466          7.04     181,088      7.969       358.73        571       73.2 
C ..............................       62,649,201       348          5.23     180,026      8.351       359.42        559       68.8 
C- .............................       13,720,941        77          1.14     178,194      9.939       359.21        534       61.5 
                                                   --------   -----------    --------   --------    ---------   --------   -------- 
Total/Weighted Average .........   $1,198,563,316     5,753        100.00%   $208,337      7.317%      357.76        620       79.5%
                                   ==============   =======   ===========                                                           

                                                        [Enlarge/Download Table]

                                 ORIGINAL TERM FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                                  

                                                                                                    WEIGHTED               WEIGHTED 
                                                              PERCENT OF                             AVERAGE               AVERAGE  
                                    AGGREGATE                  AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL 
                                    PRINCIPAL                  PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO- 
                                     BALANCE        NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE   
ORIGINAL TERM                      OUTSTANDING     OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
ARM360 .........................   $1,016,984,169     4,769         84.85%   $213,249      7.378%      359.58        616       80.4%
Fixed120 .......................          587,118         8          0.05      73,390      7.973       119.80        596       65.9 
Fixed180 .......................        6,310,939        54          0.53     116,869      7.180       179.76        618       64.7 
Fixed240 .......................        7,314,769        41          0.61     178,409      6.784       239.74        643       75.7 
Fixed300 .......................          657,973         4          0.05     164,493      7.111       299.62        642       86.4 
Fixed360 .......................      166,708,349       877         13.91     190,089      6.977       359.65        643       74.8 
                                     ------------  --------   -----------    --------   --------    ---------   --------   -------- 
Total/Weighted Average .........   $1,198,563,316     5,753        100.00%   $208,337      7.317%      357.76        620       79.5%
                                   ==============   =======   ===========                                                           

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                                                        [Enlarge/Download Table]

                            LOAN DOCUMENTATION TYPE FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                             

                                                                                                    WEIGHTED               WEIGHTED 
                                                              PERCENT OF                             AVERAGE               AVERAGE  
                                      AGGREGATE                AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL 
                                      PRINCIPAL                PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO- 
LOAN                                   BALANCE      NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE   
DOCUMENTATION TYPE                   OUTSTANDING   OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Stated Income ..................     $562,922,059     2,392         46.97%   $235,335      7.444%      358.07        632       79.8%
2 Yr Full Documentation ........      351,666,537     1,910         29.34     184,119      7.253       358.08        612       80.4 
1 Yr Full Documentation ........      246,986,358     1,301         20.61     189,843      7.124       356.61        609       77.6 
1 Yr Limited Documentation .....       35,812,279       145          2.99     246,981      7.291       358.13        595       78.6 
2 Yr Limited Documentation .....        1,176,084         5          0.10     235,217      7.538       347.87        606       75.3 
                                     ------------  --------   -----------    --------   --------    ---------   --------   -------- 
Total/Weighted Average .........   $1,198,563,316     5,753        100.00%   $208,337      7.317%      357.76        620       79.5%
                                   ==============   =======   ===========                                                           

                                                        [Enlarge/Download Table]

                        ORIGINAL PREPAYMENT PENALTY TERM FOR THE STATISTICAL CALCULATION POOL MORTGAGE LOANS                        

                                                                                                    WEIGHTED               WEIGHTED 
                                                              PERCENT OF                             AVERAGE               AVERAGE  
                                      AGGREGATE                AGGREGATE                WEIGHTED    REMAINING   WEIGHTED   ORIGINAL 
                                      PRINCIPAL                PRINCIPAL      AVERAGE   AVERAGE      TERM TO    AVERAGE    LOAN-TO- 
ORIGINAL PREPAYMENT                    BALANCE      NUMBER      BALANCE      PRINCIPAL  MORTGAGE    MATURITY     CREDIT     VALUE   
PENALTY TERM (MONTHS)                OUTSTANDING   OF LOANS   OUTSTANDING     BALANCE     RATE      (MONTHS)     SCORE      RATIO   
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
0 ..............................     $354,402,044     1,713         29.57%   $206,890      7.539%      358.68        622       82.6%
12 .............................       99,278,429       379          8.28     261,948      7.350       359.26        612       78.1 
24 .............................      566,384,357     2,736         47.26     207,012      7.324       359.51        613       79.3 
36 .............................      178,498,487       925         14.89     192,971      6.838       349.59        644       74.5 
                                     ------------  --------   -----------    --------   --------    ---------   --------   -------- 
Total/Weighted Average .........   $1,198,563,316     5,753        100.00%   $208,337      7.317%      357.76        620       79.5%
                                   ==============   =======   ===========                                                           

                                                        [Enlarge/Download Table]

                 MONTHS TO NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE STATISTICAL CALCULATION POOL MORTGAGE LOANS                 

                          WEIGHTED                                                                  WEIGHTED               WEIGHTED 
                          AVERAGE                               PERCENT OF                           AVERAGE               AVERAGE  
                         MONTHS TO      AGGREGATE                AGGREGATE               WEIGHTED   REMAINING   WEIGHTED   ORIGINAL 
RANGE OF                    NEXT        PRINCIPAL                PRINCIPAL    AVERAGE    AVERAGE     TERM TO    AVERAGE    LOAN-TO- 
MONTHS TO NEXT           ADJUSTMENT      BALANCE       NUMBER     BALANCE     PRINCIPAL  MORTGAGE   MATURITY     CREDIT     VALUE   
ADJUSTMENT DATE             DATE       OUTSTANDING    OF LOANS  OUTSTANDING   BALANCE      RATE     (MONTHS)     SCORE      RATIO   
-------------------------------------------------------------------------------------------------------------------------------     
                                                                                                                                    
0-6 ...................           6      $18,005,273        68         1.77%  $264,783      6.983%     359.61        648       83.7%
7-12 ..................          12       62,800,602       263         6.18    238,786      7.170      359.65        639       83.4 
19-24 .................          24      886,209,666     4,224        87.14    209,803      7.432      359.57        612       80.2 
32-37 .................          36       30,152,111       125         2.96    241,217      6.843      359.59        639       79.4 
38-60 .................          60       19,816,518        89         1.95    222,658      6.781      359.64        651       79.2 
                         ----------   --------------  --------  -----------   --------   --------   ---------   --------   -------- 
Total/Weighted Average           24   $1,016,984,169     4,769       100.00%  $213,249      7.378%     359.58        616       80.4%
                                      ==============  ========  ===========                                                         

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 ANNEX B

GLOBAL CLEARANCE, SETTLEMENT AND TAX
DOCUMENTATION PROCEDURES

      Except in certain limited circumstances, the globally offered CWABS,
Inc. Asset-Backed Notes, Series 2005-1 (the "Global Securities") will be        
available only in book-entry form. Investors in the Global Securities may hold  
such Global Securities through any of The Depository Trust Company ("DTC"),     
Clearstream, Luxembourg or Euroclear. The Global Securities will be tradable as 
home market instruments in both the European and U.S. domestic markets. Initial 
settlement and all secondary trades will settle in same-day funds.              

      Secondary market trading between investors holding Global Securities
through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary 
way in accordance with their normal rules and operating procedures and in       
accordance with conventional Eurobond practice (i.e., seven calendar day        
settlement).                                                                    

      Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable  
to U.S. corporate debt obligations and prior mortgage pass-through certificate  
issues.                                                                         

   Secondary cross-market trading between Clearstream, Luxembourg or
Euroclear and DTC Participants holding Notes will be effected on a              
delivery-against-payment basis through the respective Depositaries of           
Clearstream, Luxembourg and Euroclear (in such capacity) and as DTC             
Participants.                                                                   

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

INITIAL SETTLEMENT                                                              

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

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

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

SECONDARY MARKET TRADING                                                        

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

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        Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior mortgage  
pass-through certificate issues in same-day funds.                              

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

     Trading between DTC Seller and Clearstream, Luxembourg or Euroclear
Purchaser. When Global Securities are to be transferred from the account of a   
DTC Participant to the account of a Clearstream, Luxembourg Participant or a    
Euroclear Participant, the purchaser will send instructions to Clearstream,     
Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or        
Euroclear Participant at least one business day prior to settlement.            
Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as
the case may be, to receive the Global Securities against payment. Payment will 
include interest accrued on the Global Securities from and including the last   
coupon Payment Date to and excluding the settlement date, on the basis of a     
360-day year and either the actual days in the related accrual period or a      
30-day accrual period, as applicable. For transactions settling on the 31st of  
the month, payment will include interest accrued to and excluding the first day 
of the following month. Payment will then be made by the respective Depositary  
of the DTC Participant's account against delivery of the Global Securities.     
After settlement has been completed, the Global Securities will be credited to  
the respective clearing system and by the clearing system, in accordance with   
its usual procedures, to the Clearstream, Luxembourg Participant's or Euroclear 
Participant's account. The securities credit will appear the next day (European 
time) and the cash debt will be back-valued to, and the interest on the Global  
Securities will accrue from, the value date (which would be the preceding day   
when settlement occurred in New York). If settlement is not completed on the    
intended value date (i.e., the trade fails), the Clearstream, Luxembourg or     
Euroclear cash debt will be valued instead as of the actual settlement date.    

      Clearstream, Luxembourg Participants and Euroclear Participants will
need to make available to the respective clearing systems the funds necessary to
process same-day funds settlement. The most direct means of doing so is to      
preposition funds for settlement, either from cash on hand or existing lines of 
credit, as they would for any settlement occurring within Clearstream,          
Luxembourg or Euroclear. Under this approach, they may take on credit exposure  
to Clearstream, Luxembourg or Euroclear until the Global Securities are credited
to their accounts one day later.                                                

         As an alternative, if Clearstream, Luxembourg or Euroclear has extended
a line of credit to them, Clearstream, Luxembourg Participants or Euroclear     
Participants can elect not to preposition funds and allow that credit line to be
drawn upon the finance settlement. Under this procedure, Clearstream, Luxembourg
Participants or Euroclear Participants purchasing Global Securities would incur 
overdraft charges for one day, assuming they cleared the overdraft when the     
Global Securities were credited to their accounts. However, interest on the     
Global Securities would accrue from the value date. Therefore, in many cases the
investment income on the Global Securities earned during that one-day period may
substantially reduce or offset the amount of such overdraft charges, although   
this result will depend on each Clearstream, Luxembourg Participant's or        
Euroclear Participant's particular cost of funds.                               

      Since the settlement is taking place during New York business hours,
DTC Participants can employ their usual procedures for sending Global Securities
to the respective European Depositary for the benefit of Clearstream, Luxembourg
Participants or Euroclear Participants. The sale proceeds will be available to  
the DTC seller on the settlement date. Thus, to the DTC Participants            
across-market transaction will settle no differently than a trade between two   
DTC Participants.                                                               

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     Trading Between Clearstream, Luxembourg or Euroclear Seller and DTC
Purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg 
Participants and Euroclear Participants may employ their customary procedures   
for transactions in which Global Securities are to be transferred by the        
respective clearing system, through the respective Depositary, to a DTC         
Participant. The seller will send instructions to Clearstream, Luxembourg or    
Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant
at least one business day prior to settlement. In these cases Clearstream,      
Luxembourg or Euroclear will instruct the respective Depositary, as appropriate,
to deliver the Global Securities to the DTC Participant's account against       
payment. Payment will include interest accrued on the Global Securities from and
including the last coupon payment to and excluding the settlement date on the   
basis of either the actual number of days in such accrual period or a 30-day    
accrual period, as applicable, and a year assumed to consist of 360 days. For   
transactions settling on the 31st of the month, payment will include interest   
accrued to and excluding the first day of the following month. The payment will 
then be reflected in the account of the Clearstream, Luxembourg Participant or  
Euroclear Participant the following day, and receipt of the cash proceeds in the
Clearstream, Luxembourg Participant's or Euroclear Participant's account would  
be back-valued to the value date (which would be the preceding day, when        
settlement occurred in New York). Should the Clearstream, Luxembourg Participant
or Euroclear Participant have a line of credit with its respective clearing     
system and elect to be in debt in anticipation of receipt of the sale proceeds  
in its account, the back-valuation will extinguish any overdraft incurred over  
that one-day period. If settlement is not completed on the intended value date  
(i.e., the trade fails), receipt of the cash proceeds in the Clearstream,       
Luxembourg Participant's or Euroclear Participant's account would instead be    
valued as of the actual settlement date.                                        

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

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

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

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

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS                      

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

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     Exemption for Non-U.S. Persons or Reduced Rate for Non-U.S. Persons
Resident in Treaty Countries (Form W-8BEN). Beneficial owners of Global         
Securities that are non-U.S. Persons can obtain a complete exemption from the   
withholding tax by filing a signed Form W-8BEN Certificate of Foreign Status of 
Beneficial Owners for United States Tax Withholding. Non-U.S. Persons that are  
Note Owners residing in a country that has a tax treaty with the United States  
also can obtain an exemption or reduced tax rate (depending on the treaty terms)
by filing Form W-8BEN. If the information shown on Form W-8BEN changes, a new   
Form W-8BEN must be filed within 30 days of such change.                        

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

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

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

The term "U.S. PERSON" means:                                 

(1) a citizen or resident of the United States;             

      (2) a corporation or partnership (including an entity treated as a
  corporation or partnership for U.S. federal income tax purposes)
        organized in or under the laws of the United States, any State thereof
or the District of Columbia;                                  

       (3) an estate the income of which is includible in gross income for
United States tax purposes, regardless of its source; or      

       (4) a trust if a court within the United States is able to exercise
        primary supervision of the administration of the trust and one or more
     United States persons have the authority to control all substantial
        decisions of the trust. This summary does not deal with all aspects of
     U.S. Federal income tax withholding that may be relevant to foreign
    holders of the Global Securities. Investors are advised to consult
         their own tax advisors for specific tax advice concerning their holding
and disposing of the Global Securities.                       

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INDEX OF DEFINED TERMS

                                                        [Enlarge/Download Table]

                                                                                                                              
Accrual Period..............................................56  DBC.........................................................49
Adjustable Rate Mortgage Loans..............................32  Definitive Note.............................................48
Adjusted Net Mortgage Rate..................................58  Delay Delivery Mortgage Loans...............................90
Adjustment Date.............................................33  Deleted Mortgage Loan.......................................39
Amended Trust Agreement.....................................80  Delinquency Trigger Event...................................70
Applied Realized Loss Amount................................75  Depositor...................................................32
ARPV........................................................93  Detailed Description........................................32
Available Funds Rate........................................58  Determination Date..........................................55
Beneficial Owner............................................48  Deutsche Borse Clearing AG..................................50
Book-Entry Notes............................................47  Downgrade Provisions........................................80
Business Day................................................56  DTC.........................................................47
Cap Contract................................................72  Encore......................................................40
Cap Contract Counterparty...................................72  Euroclear...................................................47
Cap Contract Notional Balances..............................73  Euroclear Operator..........................................50
Cap Contract Payment Amount.................................72  Euroclear Participants......................................50
Cap Contract Termination Date...............................73  European Depositaries.......................................48
Cedelbank...................................................50  Event of Default............................................87
Certificate Registrar.......................................37  Excess Cashflow.............................................71
CI 49                                                           Excess Overcollateralization Amount.........................70
Class 1-A Notes.............................................46  Expense Fee Rate............................................58
Class 1-A Principal Payment Amount..........................62  Extra Principal Payment Amount..............................69
Class 1-A Principal Payment Target Amount...................62  Financial Intermediary......................................48
Class 2-A Notes.............................................46  Five-Year Hybrid Mortgage Loan..............................34
Class 2-A Principal Payment Amount..........................63  Fixed Rate Mortgage Loans...................................32
Class 2-A Principal Payment Target Amount...................63  Funding Period..............................................35
Class A Principal Payment Target Amount.....................62  Gross Losses:...............................................83
Class B Principal Payment Amount............................68  Gross Margin................................................34
Class M-1 Principal Payment Amount..........................63  Group 1 Sequential Trigger Event............................62
Class M-2 Principal Payment Amount..........................63  Illegality..................................................79
Class M-3 Principal Payment Amount..........................64  Indenture...................................................37
Class M-4 Principal Payment Amount..........................64  Indenture Trustee.......................................37, 87
Class M-5 Principal Payment Amount..........................65  Indenture Trustee's Mortgage File...........................37
Class M-6 Principal Payment Amount..........................66  Indirect Participants.......................................48
Class M-7 Principal Payment Amount..........................66  Initial Cut-off Date........................................32
Class M-8 Principal Payment Amount..........................67  Initial Cut-off Date Pool Principal Balance.................32
Clearstream.................................................49  Initial Mortgage Loans......................................32
Clearstream Banking.........................................50  Initial Mortgage Pool.......................................32
Clearstream, Luxembourg.....................................49  Insurance Proceeds..........................................52
Collateral Value............................................34  Interest Carry Forward Amount...............................58
Collection Account..........................................52  Interest Determination Date.................................74
Compensating Interest.......................................85  Interest Funds..............................................57
Cooperative.................................................50  Interest Rate Swap Agreement................................76
Countrywide Home Loans......................................81  Issuer......................................................87
Countrywide Servicing.......................................81  Last Scheduled Payment Date.................................92
CPR.........................................................93  LIBOR Business Day..........................................74
CSSF........................................................50  Liquidation Proceeds........................................52
Cumulative Loss Trigger Event...............................71  Loan Group..................................................32
Current Interest............................................58  Loan Group 1................................................32
Cut-off Date................................................35  Loan Group 2................................................32

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                                                        [Enlarge/Download Table]

                                                                                                                              
Loan Group Excess Cashflow Allocation Amount................69  Rating Agencies............................................118
Loan-to-Value Ratio.........................................34  Realized Loss...............................................71
Master Servicer.............................................81  Record Date.................................................56
Master Servicer Advance Date................................86  Recoveries:.................................................83
Master Servicing Fee........................................84  Reference Bank Rate.........................................74
Maximum Mortgage Rate.......................................39  Reference Banks.............................................74
Mezzanine Notes.............................................47  Relevant Depositary.........................................48
Minimum Mortgage Rate.......................................39  REO Property................................................85
Modeling Assumptions........................................93  Replacement Mortgage Loan...................................39
Moody's....................................................118  Rolling Delinquency Percentage..............................70
Mortgage Index..............................................34  Rules.......................................................48
Mortgage Loan Purchase Agreement............................36  S&P........................................................118
Mortgage Loans..............................................37  Scheduled Payments..........................................33
Mortgage Notes..............................................33  Securities Act.............................................117
Mortgage Rate...............................................32  Senior Enhancement Percentage...............................71
Mortgaged Properties........................................33  Senior Notes................................................46
Net Losses:.................................................83  Servicer Termination Trigger................................84
Net Mortgage Rate...........................................85  Servicing Event of Default..................................86
Net Rate Carryover..........................................59  Servicing Fee...............................................84
New CI......................................................49  Servicing Fee Rate..........................................84
Note Margin.................................................59  Short Form Trust Agreement..................................80
Note Owners.................................................47  Stated Principal Balance....................................35
Note Principal Balance......................................47  Statistical Calculation Date................................32
Note Rate...................................................58  Statistical Calculation Date Pool Principal Balance.........32
Notes.......................................................46  Statistical Calculation Pool................................32
OC Floor....................................................70  Statistical Calculation Pool Mortgage Loans.................32
One-Month LIBOR.............................................74  Stepdown Date...............................................70
One-Year Hybrid Mortgage Loan...............................34  Subordinated Notes..........................................47
Option One..................................................82  Subsequent Mortgage Loans...................................35
Optional Termination Date...................................89  Subsequent Recoveries.......................................52
Originator..................................................40  Subsequent Transfer Date....................................35
Overcollateralization Deficiency Amount.....................69  Swap Administrator..........................................76
Overcollateralization Reduction Amount......................70  Swap Default................................................78
Overcollateralization Target Amount.........................69  Swap Provider Trigger Event.................................79
Overcollateralized Amount...................................70  Swap Termination Payment....................................79
Owner Trustee...............................................37  Syndicated Underwritten Notes..............................116
Participants................................................48  Tax Event...................................................79
Paying Agent................................................37  Tax Event Upon Merger.......................................79
Payment Account Deposit Date................................54  Termination Event...........................................78
Payment Date................................................56  Terms and Conditions........................................51
Percentage Interest.........................................56  Three-Year Hybrid Mortgage Loan.............................34
Periodic Rate Cap...........................................34  Trigger Event...............................................70
Pre-Funded Amount...........................................35  Trust.......................................................87
Pre-Funding Account.........................................35  Trust Agreement.........................................37, 80
Prepayment Interest Excess..................................85  Two-Year Hybrid Mortgage Loan...............................34
Prepayment Interest Shortfall...............................85  U.S. Person................................................156
Prepayment Period...........................................55  Underwriters...............................................116
Principal Payment Amount....................................62  Underwritten Notes.........................................116
Principal Remittance Amount.................................54  Unpaid Realized Loss Amount.................................70

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PROSPECTUS                                                                      

 CWABS, INC.
 Depositor

 Asset Backed Securities
(Issuable in Series)

----------------------------------------                                        
Please carefully consider our discussion                                        
of some of the risks of investing in the                                        
securities under "Risk Factors"                                                 
beginning on page 5.                                                            
----------------------------------------                                        

The Trusts                                                                      

Each trust will be established to hold assets in its trust fund transferred to  
it by CWABS, Inc. The assets in each trust fund will be specified in the        
prospectus supplement for the particular trust and will generally consist of:   

o     first lien mortgage loans secured by one- to four-family residential      
properties,                                                         

o     mortgage loans secured by first and/or subordinate liens on small         
     multifamily residential properties, such as rental apartment buildings or
projects containing five to fifty residential units,                

o     closed-end and/or revolving home equity loans, secured in whole or in part
by first and/or subordinate liens on one- to four-family residential
properties, or                                                      

o     home improvement loans, secured by first or subordinate liens on one-to   
four-family residential properties or by personal property security 
interests, and home improvement sales contracts, secured by personal
property security interests.                                        

The Securities                                                                  

CWABS, Inc. will sell either certificates or notes pursuant to a prospectus     
supplement. The securities will be grouped into one or more series, each having 
its own distinct designation. Each series will be issued in one or more classes 
and each class will evidence beneficial ownership of a specified portion of     
future payments on the assets in the trust fund that the series relates to. A   
prospectus supplement for a series will specify all of the terms of the series  
and of each of the classes in the series.                                       

Offers of Securities                                                            

The securities may be offered through several different methods, including      
offerings through underwriters.                                                 

----------

The SEC and state securities regulators have not approved or disapproved these  
securities or determined if this prospectus is truthful or complete. Any        
representation to the contrary is a criminal offense.                           

October 25, 2004                                                                

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 Table of Contents

Important Notice About Information in This Prospectus                           
     and Each Accompanying Prospectus Supplement .........................     4
Risk Factors .............................................................     5
The Trust Fund ...........................................................    16
     General .............................................................    16
     The Loans ...........................................................    17
     Substitution of Trust Fund Assets ...................................    21
     Available Information ...............................................    21
     Incorporation of Certain Documents by Reference .....................    21
     Reports to Securityholders ..........................................    22
Use of Proceeds ..........................................................    22
The Depositor ............................................................    22
Loan Program .............................................................    22
     Underwriting Standards ..............................................    22
     Qualifications of Sellers ...........................................    24
     Representations by Sellers; Repurchases .............................    24
Description of the Securities ............................................    25
     General .............................................................    26
     Distributions on Securities .........................................    27
     Advances ............................................................    29
     Reports to Securityholders ..........................................    30
     Categories of Classes of Securities .................................    31
Indices Applicable to Floating Rate and Inverse                       
          Floating Rate Classes ..........................................    33
     Book-Entry Registration of Securities ...............................    37
Credit Enhancement .......................................................    41
     General .............................................................    41
     Subordination .......................................................    41
     Letter of Credit ....................................................    42
     Insurance Policies, Surety Bonds and Guaranties .....................    42
     Over-Collateralization ..............................................    43
     Reserve Accounts ....................................................    43
     Pool Insurance Policies .............................................    45
     Financial Instruments ...............................................    46
     Cross Support .......................................................    46
Yield and Prepayment Considerations ......................................    46
The Agreements ...........................................................    49
     Assignment of the Trust Fund Assets .................................    49
     Payments On Loans; Deposits to Security Account .....................    50
     Pre-Funding Account .................................................    52
     Sub-Servicing by Sellers ............................................    53
     Collection Procedures ...............................................    53
     Hazard Insurance ....................................................    54
     Realization Upon Defaulted Loans ....................................    56
     Servicing and Other Compensation and Payment of Expenses ............    57
     Evidence as to Compliance ...........................................    57
     Certain Matters Regarding the Master Servicer and the Depositor .....    58
     Events of Default; Rights Upon Event of Default .....................    58
     Amendment ...........................................................    61
     Termination; Optional Termination ...................................    62
     The Trustee .........................................................    62
Certain Legal Aspects of the Loans .......................................    63
     General .............................................................    63
     Foreclosure .........................................................    64
     Environmental Risks .................................................    66
     Rights of Redemption ................................................    67
     Anti-Deficiency Legislation and Other Limitations On Lenders ........    67
     Due-On-Sale Clauses .................................................    68
     Enforceability of Prepayment and Late Payment Fees ..................    69
     Applicability of Usury Laws .........................................    69
     Home Improvement Finance ............................................    69
     Servicemembers Civil Relief Act .....................................    71
     Junior Mortgages and Rights of Senior Mortgagees ....................    71
     Other Loan Provisions and Lender Requirements .......................    71
     Priority of Additional Advances .....................................    72
     The Title I Program .................................................    72
     Consumer Protection Laws ............................................    75
Material Federal Income Tax Consequences .................................    77
     General .............................................................    77
     Taxation of Debt Securities .........................................    77
     Taxation of the REMIC and Its Holders ...............................    82
     REMIC Expenses; Single Class REMICs .................................    82
     Taxation of the REMIC ...............................................    83
     Taxation of Holders of Residual Interest Securities .................    84
     Administrative Matters ..............................................    88

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     Tax Status as a Grantor Trust .......................................    88
     Sale or Exchange ....................................................    91
     Miscellaneous Tax Aspects ...........................................    91
     Proposed Reporting Regulations ......................................    91
     Tax Treatment of Foreign Investors ..................................    92
     Tax Characterization of the Trust Fund as a Partnership .............    92
     Tax Consequences to Holders of the Notes ............................    93
     Tax Consequences to Holders of the Certificates .....................    95
Other Tax Considerations .................................................    98
ERISA Considerations .....................................................    99
Legal Investment .........................................................   102
Method of Distribution ...................................................   103
Legal Matters ............................................................   104
Financial Information ....................................................   104
Rating ...................................................................   104
Index to Defined Terms ...................................................   106

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Important Notice About Information in This Prospectus and Each
Accompanying Prospectus Supplement

    Information about each series of securities is contained in two separate
documents:                                                                      

    o     this prospectus, which provides general information, some of which
may not apply to a particular series; and               

 o     the accompanying prospectus supplement for a particular series,
            which describes the specific terms of the securities of that series.

The prospectus supplement will contain information about a particular series    
that supplements the information contained in this prospectus, and you should   
rely on that supplementary information in the prospectus supplement.            

You should rely only on the information in this prospectus and the  
accompanying prospectus supplement. We have not authorized anyone to provide you
with information that is different from that contained in this prospectus and   
the accompanying prospectus supplement.                                         

----------

If you require additional information, the mailing address of our   
principal executive offices is CWABS, Inc., 4500 Park Granada, Calabasas,       
California 91302 and the telephone number is (818) 225-3000. For other means of 
acquiring additional information about us or a series of securities, see "The   
Trust Fund -- Incorporation of Certain Documents by Reference" beginning on page
21.                                                                             

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Risk Factors

You should carefully consider the following information since it    
identifies significant risks associated with an investment in the securities.   

Limited Source of Payments -- No    The applicable prospectus supplement may    
Recourse To Sellers, Depositor      provide that securities will be payable from
Or Servicer                         other trust funds in addition to their      
                                  associated trust fund, but if it does not,
                              they will be payable solely from their
                                associated trust fund. If the trust fund
                          does not have sufficient assets to
                                  distribute the full amount due to you as a
                                    securityholder, your yield will be impaired,
                           and perhaps even the return of your
                               principal may be impaired, without your
                                    having recourse to anyone else. Furthermore,
                                at the times specified in the applicable
                                    prospectus supplement, certain assets of the
                                  trust fund may be released and paid out to
                              other people, such as the depositor, a
                                   servicer, a credit enhancement provider, or
                                  any other person entitled to payments from
                                   the trust fund. Those assets will no longer
                                   be available to make payments to you. Those
                               payments are generally made after other
                                   specified payments that may be set forth in
                                 the applicable prospectus supplement have
  been made.

                                  You will not have any recourse against the
                               depositor or any servicer if you do not
                              receive a required distribution on the
                              securities. Nor will you have recourse
                                   against the assets of the trust fund of any
                   other series of securities.

                            The securities will not represent an
                                    interest in the depositor, any servicer, any
                               seller to the depositor, or anyone else
                                  except the trust fund. The only obligation
                                   of the depositor to a trust fund comes from
                                   certain representations and warranties made
                                   by it about assets transferred to the trust
                          fund. If these representations and
                             warranties turn out to be untrue, the
                                    depositor may be required to repurchase some
                               of the transferred assets. CWABS, Inc.,
                             which is the depositor, does not have
                                  significant assets and is unlikely to have
                                   significant assets in the future. So if the
                                    depositor were required to repurchase a loan
                                    because of a breach of a representation, its
                                only sources of funds for the repurchase
 would be:

                                      o  funds obtained from enforcing a
                                       corresponding obligation of a
                                           seller or originator of the loan,
            or

                                   o  funds from a reserve fund or
                                    similar credit enhancement
                                     established to pay for loan
                      repurchases.

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                                   The only obligations of the master servicer
                              to a trust fund (other than its master
                                 servicing obligations) comes from certain
                                    representations and warranties made by it in
                          connection with its loan servicing
                                activities. If these representations and
                                    warranties turn out to be untrue, the master
                                 servicer may be required to repurchase or
                                  substitute for some of the loans. However,
                            the master servicer may not have the
                              financial ability to make the required
                   repurchase or substitution.

                                 The only obligations to a trust fund of a
                                   seller of loans to the depositor comes from
                                   certain representations and warranties made
                                by it in connection with its sale of the
                           loans and certain document delivery
                                  requirements. If these representations and
                                warranties turn out to be untrue, or the
                                   seller fails to deliver required documents,
                           it may be required to repurchase or
                                  substitute for some of the loans. However,
                             the seller may not have the financial
                                  ability to make the required repurchase or
     substitution.

Credit Enhancement May Not Be       Credit enhancement is intended to reduce the
Sufficient To Protect You From      effect of loan losses. But credit           
Losses                              enhancements may benefit only some classes  
                                   of a series of securities and the amount of
                                 any credit enhancement will be limited as
                              described in the applicable prospectus
                                supplement. Furthermore, the amount of a
                                credit enhancement may decline over time
                            pursuant to a schedule or formula or
                             otherwise, and could be depleted from
                                payments or for other reasons before the
                                    securities covered by the credit enhancement
                               are paid in full. In addition, a credit
                               enhancement may not cover all potential
                              sources of loss. For example, a credit
                                 enhancement may or may not cover fraud or
                                negligence by a loan originator or other
                                   parties. Also, the trustee may be permitted
                                    to reduce, substitute for, or even eliminate
                                   all or a portion of a credit enhancement so
                                   long as the rating agencies that have rated
                            the securities at the request of the
                                    depositor indicate that that would not cause
                                    them to change adversely their rating of the
                                 securities. Consequently, securityholders
                              may suffer losses even though a credit
                                    enhancement exists and its provider does not
default.

Nature Of Mortgages                 The mortgages and deeds of trust securing   
Junior Status of Liens           the home equity loans will be primarily  
Securing Home Equity Loans       junior liens subordinate to the rights of
Could Adversely Affect You       the mortgagee under the related senior   
                        mortgage(s) or deed(s) of trust.
                          Accordingly, the proceeds from any
                              liquidation, insurance or condemnation
                                 proceeds will be available to satisfy the
                                   outstanding balance of the junior lien only
              to the extent that the

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                                    claims of the related senior mortgagees have
                             been satisfied in full, including any
                                    related foreclosure costs. In addition, if a
                                   junior mortgagee forecloses on the property
                                 securing a junior mortgage, it forecloses
                                    subject to any senior mortgage and must take
                                 one of the following steps to protect its
                 interest in the property:

                                         o  pay the senior mortgage in full at
                                           or prior to the foreclosure sale,
            or

                                        o  assume the payments on the senior
                                             mortgage in the event the mortgagor
                                        is in default under the senior
                   mortgage.

                                   The trust fund may effectively be prevented
                                from foreclosing on the related property
                                  since it will have no funds to satisfy any
                                    senior mortgages or make payments due to any
          senior mortgagees.

                                    Some states have imposed legal limits on the
                                 remedies of a secured lender in the event
                                  that the proceeds of any sale under a deed
                                 of trust or other foreclosure proceedings
                                    are insufficient to pay amounts owed to that
                                 secured lender. In some states, including
                              California, if a lender simultaneously
                                  originates a loan secured by a senior lien
                                   on a particular property and a loan secured
                                   by a junior lien on the same property, that
                                   lender as the holder of the junior lien may
                                be precluded from obtaining a deficiency
                               judgment with respect to the excess of:

                                      o  the aggregate amount owed under
                                          both the senior and junior loans
              over

                                       o  the proceeds of any sale under a
                                            deed of trust or other foreclosure
                      proceedings.

                                  See "Certain Legal Aspects of the Loans --
                               Anti-Deficiency Legislation; Bankruptcy
         Laws; Tax Liens."

 Declines in Property Values      The value of the properties underlying the
May Adversely Affect You         loans held in the trust fund may decline 
                               over time. Among the factors that could
                                    adversely affect the value of the properties
are:    

                                o  an overall decline in the
                                           residential real estate market in
                                     the areas in which they are
                  located,

                                 o  a decline in their general
                                       condition from the failure of
                                     borrowers to maintain their
                                  property adequately, and

                                     o  natural disasters that are not
                                       covered by insurance, such as
                                 earthquakes and floods.

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                                   In the case of home equity loans, declining
                                    property values could diminish or extinguish
                             the value of a junior mortgage before
                                  reducing the value of a senior mortgage on
          the same property.

                                    If property values decline, the actual rates
                                  of delinquencies, foreclosures, and losses
                                    on all underlying loans could be higher than
                                   those currently experienced in the mortgage
                                  lending industry in general. These losses,
                                to the extent not otherwise covered by a
                                credit enhancement, will be borne by the
                                    holder of one or more classes of securities.

  Delays In Liquidation May        Even if the properties underlying the loans
Adversely Affect You             held in the trust fund provide adequate  
                                  security for the loans, substantial delays
                              could occur before defaulted loans are
                                   liquidated and their proceeds are forwarded
                                  to investors. Property foreclosure actions
                                 are regulated by state statutes and rules
                                 and are subject to many of the delays and
                                 expenses of other lawsuits if defenses or
                                   counterclaims are made, sometimes requiring
                                  several years to complete. Furthermore, in
                          some states if the proceeds of the
                                 foreclosure are insufficient to repay the
                                loan, the borrower is not liable for the
                                    deficit. Thus, if a borrower defaults, these
                                   restrictions may impede the trust's ability
                             to dispose of the property and obtain
                                sufficient proceeds to repay the loan in
                               full. In addition, the servicer will be
                                    entitled to deduct from liquidation proceeds
                           all expenses reasonably incurred in
                                    attempting to recover on the defaulted loan,
                                   including legal fees and costs, real estate
                           taxes, and property maintenance and
              preservation expenses.

Disproportionate Effect of       Liquidation expenses of defaulted loans  
Liquidation Expenses May         generally do not vary directly with the  
   Adversely Affect You             outstanding principal balance of the loan at
                            the time of default. Therefore, if a
                           servicer takes the same steps for a
                               defaulted loan having a small remaining
                                    principal balance as it does for a defaulted
                               loan having a large remaining principal
                                   balance, the amount realized after expenses
                         is smaller as a percentage of the
                                  outstanding principal balance of the small
                              loan than it is for the defaulted loan
                                   having a large remaining principal balance.

Consumer Protection Laws May     Federal, state and local laws extensively
Adversely Affect You             regulate various aspects of brokering,   
                                   originating, servicing and collecting loans
                                    secured by consumers' dwellings. Among other
                                things, these laws may regulate interest
                        rates and other charges, require
                             disclosures, impose financial privacy
                               requirements, mandate specific business
                                    practices, and prohibit unfair and deceptive
                 trade practices. In addi-

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                                   tion, licensing requirements may be imposed
                                  on persons that broker, originate, service
              or collect such loans.

                                    Additional requirements may be imposed under
                                 federal, state or local laws on so-called
                                   "high cost mortgage loans," which typically
                                    are defined as loans secured by a consumer's
                            dwelling that have interest rates or
                                 origination costs in excess of prescribed
                                 levels. These laws may limit certain loan
                                   terms, such as prepayment penalties, or the
                                 ability of a creditor to refinance a loan
                                   unless it is in the borrower's interest. In
                                 addition, certain of these laws may allow
                                   claims against loan brokers or originators,
                          including claims based on fraud or
                                  misrepresentations, to be asserted against
                                persons acquiring the loans, such as the
   trust fund.

                                The federal laws that may apply to loans
                          held in the trust fund include the
  following:

                                       o  the Truth in Lending Act and its
                                         regulations, which (among other
                                        things) require disclosures to
                                          borrowers regarding the terms of
                                         loans and provide consumers who
                                             pledged their principal dwelling as
                                            collateral in a non-purchase money
                                     transaction with a right of
                                           rescission that generally extends
                                     for three days after proper
                                disclosures are given;

                                    o  the Home Ownership and Equity
                                             Protection Act and its regulations,
                                            which (among other things) imposes
                                            additional disclosure requirements
                                            and limitations on loan terms with
                                        respect to non-purchase money,
                                          installment loans secured by the
                                            consumer's principal dwelling that
                                            have interest rates or origination
                                       costs in excess of prescribed
                 levels;

                                    o  the Home Equity Loan Consumer
                                             Protection Act and its regulations,
                                           which (among other things) limits
                                     changes that may be made to
                                       open-end loans secured by the
                                            consumer's dwelling, and restricts
                                            the ability to accelerate balances
                                         or suspend credit privileges on
                     such loans;

                                 o  the Real Estate Settlement
                                             Procedures Act and its regulations,
                                             which (among other things) prohibit
                                          the payment of referral fees for
                                         real estate settlement services
                                         (including mortgage lending and
                                          brokerage services) and regulate
                                       escrow accounts for taxes and
                                         insurance and billing inquiries
                            made by borrowers;

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                                       o  the Equal Credit Opportunity Act
                                           and its regulations, which (among
                                           other things) generally prohibits
                                         discrimination in any aspect of
                                       credit transaction on certain
                                        enumerated basis, such as age,
                                             race, color, sex, religion, marital
                                            status, national origin or receipt
                                   of public assistance; and

                                          o  the Federal Trade Commission's Rule
                                            on Preservation of Consumer Claims
                                       and Defenses, which generally
                                        provides that the rights of an
                                         assignee of a conditional sales
                                         contract (or of certain lenders
                                         making purchase money loans) to
                                   enforce a consumer credit
                                       obligation are subject to the
                                      claims and defenses that the
                                           consumer could assert against the
                                     seller of goods or services
                                             financed in the credit transaction.

                                  The penalties for violating these federal,
                                  state, or local laws vary depending on the
                                  applicable law and the particular facts of
                                  the situation. However, private plaintiffs
                              typically may assert claims for actual
                                    damages and, in some cases, also may recover
                                    civil money penalties or exercise a right to
                                    rescind the loan. Violations of certain laws
                                    may limit the ability to collect all or part
                                   of the principal or interest on a loan and,
                            in some cases, borrowers even may be
                                  entitled to a refund of amounts previously
                      paid. Federal, state and local
                                  administrative or law enforcement agencies
                                    also may be entitled to bring legal actions,
                                   including actions for civil money penalties
                                    or restitution, for violations of certain of
   these laws.

                           Depending on the particular alleged
                                  misconduct, it is possible that claims may
                                   be asserted against various participants in
                                secondary market transactions, including
                                  assignees that hold the loans, such as the
                            trust fund. Losses on loans from the
                               application of these federal, state and
                                    local laws that are not otherwise covered by
                                 a credit enhancement will be borne by the
                         holders of one or more classes of
   securities.

   Losses on Balloon Payment        Some of the mortgage loans held in the trust
  Mortgages Are Borne by You       fund may not be fully amortizing over their
                                 terms to maturity and, thus, will require
                                substantial principal payments (that is,
                                   balloon payments) at their stated maturity.
                             Loans with balloon payments involve a
                                    greater degree of risk than fully amortizing
                                    loans because typically the borrower must be
                              able to refinance the loan or sell the
                               property to make the balloon payment at
                                 maturity. The ability of a borrower to do
                                    this will depend on such factors as mortgage
                                 rates at the time of sale or refinancing,
the     

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                              borrower's equity in the property, the
                              relative strength of the local housing
                              market, the financial condition of the
                               borrower, and tax laws. Losses on these
                                 loans that are not otherwise covered by a
                               credit enhancement will be borne by the
                         holders of one or more classes of
     certificates.

Your Risk Of Loss May Be Higher     Multifamily lending may expose the lender to
Than You Expect If Your             a greater risk of loss than single family   
Securities Are Backed By            residential lending. Owners of multifamily  
Multifamily Loans                   residential properties rely on monthly lease
                payments from tenants to

                                    o  pay for maintenance and other
                                     operating expenses of those
                     properties,

                                     o  fund capital improvements, and

                                        o  service any mortgage loan and any
                                           other debt that may be secured by
                           those properties.

                                 Various factors, many of which are beyond
                                 the control of the owner or operator of a
                            multifamily property, may affect the
                            economic viability of that property.

                                  Changes in payment patterns by tenants may
                                  result from a variety of social, legal and
                                  economic factors. Economic factors include
                                  the rate of inflation, unemployment levels
                                    and relative rates offered for various types
                                  of housing. Shifts in economic factors may
                           trigger changes in payment patterns
                                including increased risks of defaults by
                                 tenants and higher vacancy rates. Adverse
                            economic conditions, either local or
                                   national, may limit the amount of rent that
                                    can be charged and may result in a reduction
                                  in timely lease payments or a reduction in
                                   occupancy levels. Occupancy and rent levels
                               may also be affected by construction of
                                 additional housing units, competition and
                                    local politics, including rent stabilization
                             or rent control laws and policies. In
                                addition, the level of mortgage interest
                               rates may encourage tenants to purchase
                               single family housing. We are unable to
                              determine and have no basis to predict
                                   whether, or to what extent, economic, legal
                                   or social factors will affect future rental
            or payment patterns.

                                  The location and construction quality of a
                                    particular building may affect the occupancy
                              level as well as the rents that may be
                         charged for individual units. The
                                    characteristics of a neighborhood may change
                         over time or in relation to newer
                         developments. The effects of poor
                                    construction quality will increase over time
                                in the form of increased maintenance and
                                    capital improvements. Even good construction
                     will deteriorate over time if

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                                  adequate maintenance is not performed in a
       timely fashion.

Your Risk Of Loss May Be Higher     The trust fund may also include home equity 
Than You Expect If Your             loans that were originated with             
Securities Are Backed By            loan-to-value ratios or combined            
Partially Unsecured Home Equity     loan-to-value ratios in excess of the value 
Loans                               of the related mortgaged property. Under    
                                    these circumstances, the trust fund could be
                                  treated as a general unsecured creditor as
                               to any unsecured portion of any related
                                    loan. In the event of a default under a loan
                                 that is unsecured in part, the trust fund
                           will have recourse only against the
                           borrower's assets generally for the
                                 unsecured portion of the loan, along with
                                    all other general unsecured creditors of the
 borrower.

You Could Be Adversely Affected     Federal, state, and local laws and          
By Violations Of Environmental      regulations impose a wide range of          
Laws                                requirements on activities that may affect  
                               the environment, health, and safety. In
                             certain circumstances, these laws and
                                   regulations impose obligations on owners or
                                   operators of residential properties such as
                               those that secure the loans held in the
                                trust fund. Failure to comply with these
                                    laws and regulations can result in fines and
                                    penalties that could be assessed against the
                               trust as owner of the related property.

                                  In some states, a lien on the property due
                                   to contamination has priority over the lien
                                 of an existing mortgage. Also, a mortgage
                                  lender may be held liable as an "owner" or
                                "operator" for costs associated with the
                                release of petroleum from an underground
                                    storage tank under certain circumstances. If
                            the trust is considered the owner or
                              operator of a property, it will suffer
                                   losses as a result of any liability imposed
                                  for environmental hazards on the property.

Ratings Of The Securities Do Not    Any class of securities issued under this   
Assure Their Payment                prospectus and the accompanying prospectus  
                              supplement may be rated by one or more
                                nationally recognized rating agencies. A
                                    rating is based on the adequacy of the value
                          of the trust assets and any credit
                                    enhancement for that class, and reflects the
                                   rating agency's assessment of how likely it
                                  is that holders of the class of securities
                                   will receive the payments to which they are
                                 entitled. A rating does not constitute an
                           assessment of how likely it is that
                               principal prepayments on the underlying
                                   loans will be made, the degree to which the
                                  rate of prepayments might differ from that
                                 originally anticipated, or the likelihood
                                   that the securities will be redeemed early.
                           A rating is not a recommendation to
                                  purchase, hold, or sell securities because
                                   it does not address the market price of the

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                            securities or the suitability of the
                               securities for any particular investor.

                                 A rating may not remain in effect for any
                                  given period of time and the rating agency
                                   could lower or withdraw the rating entirely
                              in the future. For example, the rating
                                 agency could lower or withdraw its rating
due to: 

                                        o  a decrease in the adequacy of the
                                          value of the trust assets or any
                                     related credit enhancement,

                                         o  an adverse change in the financial
                                        or other condition of a credit
                                  enhancement provider, or

                                    o  a change in the rating of the
                                       credit enhancement provider's
                         long-term debt.

                              The amount, type, and nature of credit
                              enhancement established for a class of
                                  securities will be determined on the basis
                              of criteria established by each rating
                                agency rating classes of the securities.
                                  These criteria are sometimes based upon an
                             actuarial analysis of the behavior of
                             similar loans in a larger group. That
                                   analysis is often the basis upon which each
                              rating agency determines the amount of
                                    credit enhancement required for a class. The
                                historical data supporting any actuarial
                                  analysis may not accurately reflect future
                               experience, and the data derived from a
                           large pool of similar loans may not
                           accurately predict the delinquency,
                              foreclosure, or loss experience of any
                                    particular pool of mortgage loans. Mortgaged
                                  properties may not retain their values. If
                                  residential real estate markets experience
                                  an overall decline in property values such
                                  that the outstanding principal balances of
                                 the loans held in a particular trust fund
                                  and any secondary financing on the related
                               mortgaged properties become equal to or
                               greater than the value of the mortgaged
                               properties, the rates of delinquencies,
                                foreclosures, and losses could be higher
                                   than those now generally experienced in the
                               mortgage lending industry. In addition,
                              adverse economic conditions may affect
                                   timely payment by mortgagors on their loans
                                 whether or not the conditions affect real
                                   property values and, accordingly, the rates
                                  of delinquencies, foreclosures, and losses
                                    in any trust fund. Losses from this that are
                                   not covered by a credit enhancement will be
                                  borne, at least in part, by the holders of
                          one or more classes of securities.

Book-Entry Registration             Securities issued in book-entry form may    
Limit on Liquidity               have only limited liquidity in the resale
                                   market, since investors may be unwilling to
                                 purchase securities for which they cannot
                    obtain physical instruments.

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   Limit on Ability to Transfer     Transactions in book-entry securities can be
 or Pledge                        effected only through The Depository Trust
                                 Company, its participating organizations,
                              its indirect participants, and certain
                                  banks. Therefore, your ability to transfer
                                 or pledge securities issued in book-entry
            form may be limited.

   Delays in Distributions          You may experience some delay in the receipt
                                 of distributions on book-entry securities
                                    since the distributions will be forwarded by
                                   the trustee to The Depository Trust Company
                            for it to credit the accounts of its
                                 participants. In turn, these participants
                                  will then credit the distributions to your
                             account either directly or indirectly
                      through indirect participants.

Bankruptcy Or Insolvency May        The seller and the depositor will treat the 
Affect The Timing And Amount Of     transfer of the loans held in the trust fund
Distributions On The Securities     by the seller to the depositor as a sale for
                                  accounting purposes. The depositor and the
                                 trust fund will treat the transfer of the
                                  loans from the depositor to the trust fund
                                   as a sale for accounting purposes. If these
                                  characterizations are correct, then if the
                                 seller were to become bankrupt, the loans
                                    would not be part of the seller's bankruptcy
                                estate and would not be available to the
                                 seller's creditors. On the other hand, if
                                   the seller becomes bankrupt, its bankruptcy
                                   trustee or one of its creditors may attempt
                                    to recharacterize the sale of the loans as a
                                    borrowing by the seller, secured by a pledge
                                   of the loans. Presenting this position to a
                             bankruptcy court could prevent timely
                                  payments on the securities and even reduce
                                  the payments on the securities. Similarly,
                                    if the characterizations of the transfers as
                                sales are correct, then if the depositor
                                    were to become bankrupt, the loans would not
                                    be part of the depositor's bankruptcy estate
                         and would not be available to the
                                    depositor's creditors. On the other hand, if
                           the depositor becomes bankrupt, its
                                  bankruptcy trustee or one of its creditors
                                 may attempt to recharacterize the sale of
                                  the loans as a borrowing by the depositor,
                                    secured by a pledge of the loans. Presenting
                                 this position to a bankruptcy court could
                                 prevent timely payments on the securities
                           and even reduce the payments on the
   securities.

                                    If the master servicer becomes bankrupt, the
                                bankruptcy trustee may have the power to
                              prevent the appointment of a successor
                                master servicer. The period during which
                                   cash collections may be commingled with the
                               master servicer's own funds before each
                                distribution date for securities will be
                              specified in the applicable prospectus
                                  supplement. If the master servicer becomes
                               bankrupt and cash collections have been
           commingled with the

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                                    master servicer's own funds for at least ten
                                   days, the trust fund will likely not have a
                                   perfected interest in those collections. In
                                 this case the trust might be an unsecured
                                 creditor of the master servicer as to the
                                   commingled funds and could recover only its
                                   share as a general creditor, which might be
                                 nothing. Collections commingled less than
                               ten days but still in an account of the
                                 master servicer might also be included in
                                    the bankruptcy estate of the master servicer
                                  even though the trust may have a perfected
                                  security interest in them. Their inclusion
                              in the bankruptcy estate of the master
                                    servicer may result in delays in payment and
                         failure to pay amounts due on the
   securities.

                              Federal and state statutory provisions
                                    affording protection or relief to distressed
                               borrowers may affect the ability of the
                                   secured mortgage lender to realize upon its
                                 security in other situations as well. For
                                  example, in a proceeding under the federal
                                   Bankruptcy Code, a lender may not foreclose
                           on a mortgaged property without the
                                  permission of the bankruptcy court. And in
                                certain instances a bankruptcy court may
                              allow a borrower to reduce the monthly
                                  payments, change the rate of interest, and
                                  alter the mortgage loan repayment schedule
                                    for under-collateralized mortgage loans. The
                                   effect of these types of proceedings can be
                                    to cause delays in receiving payments on the
                               loans underlying securities and even to
                                  reduce the aggregate amount of payments on
                        the loans underlying securities.

The Principal Amount Of             The market value of the assets relating to a
Securities May Exceed The Market    series of securities at any time may be less
Value Of The Trust Fund Assets      than the principal amount of the securities 
                             of that series then outstanding, plus
                                   accrued interest. After an event of default
                              and a sale of the assets relating to a
                              series of securities, the trustee, the
                                master servicer, the credit enhancer, if
                           any, and any other service provider
                           specified in the related prospectus
                                supplement generally will be entitled to
                                receive the proceeds of that sale to the
                               extent of unpaid fees and other amounts
                                   owing to them under the related transaction
                          document prior to distributions to
                                securityholders. Upon any such sale, the
                                   proceeds may be insufficient to pay in full
                            the principal of and interest on the
                         securities of the related series.

                                  Certain capitalized terms are used in this
                                 prospectus to assist you in understanding
                                    the terms of the securities. The capitalized
                                    terms used in this prospectus are defined on
                                    the pages indicated under the caption "Index
                                to Defined Terms" beginning on page 106.

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The Trust Fund

General                                                                         

   The securities of each series will represent interests in the assets of
the related trust fund, and the notes of each series will be secured by the     
pledge of the assets of the related trust fund. The trust fund for each series  
will be held by the trustee for the benefit of the related securityholders. Each
trust fund will consist of the trust fund assets (the "Trust Fund Assets")      
consisting of a pool comprised of loans as specified in the related prospectus  
supplement, together with payments relating to those loans as specified in the  
related prospectus supplement.* The pool will be created on the first day of the
month of the issuance of the related series of securities or such other date    
specified in the related prospectus supplement. The securities will be entitled 
to payment from the assets of the related trust fund or funds or other assets   
pledged for the benefit of the securityholders, as specified in the related     
prospectus supplement and will not be entitled to payments in respect of the    
assets of any other trust fund established by the depositor.                    

    The Trust Fund Assets will be acquired by the depositor, either directly
or through affiliates, from originators or sellers which may be affiliates of   
the depositor (the "Sellers"), and conveyed without recourse by the depositor to
the related trust fund. Loans acquired by the depositor will have been          
originated in accordance with the underwriting criteria specified below under   
"Loan Program -- Underwriting Standards" or as otherwise described in the       
related prospectus supplement. See "Loan Program -- Underwriting Standards."    

The depositor will cause the Trust Fund Assets to be assigned to the
trustee named in the related prospectus supplement for the benefit of the       
holders of the securities of the related series. The master servicer named in   
the related prospectus supplement will service the Trust Fund Assets, either    
directly or through other servicing institutions called sub-servicers, pursuant 
to a Pooling and Servicing Agreement among the depositor, the master servicer   
and the trustee with respect to a series consisting of certificates, or a sale  
and servicing agreement (each, a "Master Servicing Agreement") between the      
trustee and the master servicer with respect to a series consisting of          
certificates and notes, and will receive a fee for such services. See "Loan     
Program" and "The Agreements." With respect to loans serviced by the master     
servicer through a sub-servicer, the master servicer will remain liable for its 
servicing obligations under the related Agreement as if the master servicer     
alone were servicing such loans.                                                

     As used herein, "Agreement" means, with respect to a series consisting of
certificates, the Pooling and Servicing Agreement, and with respect to a series 
consisting of certificates and notes, the Trust Agreement, the Indenture and the
Master Servicing Agreement, as the context requires.                            

If so specified in the related prospectus supplement, a trust fund  
relating to a series of securities may be a business trust formed under the laws
of the state specified in the related prospectus supplement pursuant to a trust 
agreement (each, a "Trust Agreement") between the depositor and the trustee of  
such trust fund.                                                                

 With respect to each trust fund, prior to the initial offering of the
related series of securities, the trust fund will have no assets or liabilities.
No trust fund is expected to engage in any activities other than acquiring,     
managing and holding of the related Trust Fund Assets and other assets          
contemplated herein specified and in the related prospectus supplement and the  
proceeds thereof, issuing securities and making                                 

----------                                                                      
*     Whenever the terms pool, certificates, notes and securities are used in   
this prospectus, those terms will be considered to apply, unless the
   context indicates otherwise, to one specific pool and the securities of
      one series including the certificates representing undivided interests in,
 and/or notes secured by the assets of, a single trust fund consisting
   primarily of the loans in that pool. Similarly, the term "Pass- Through
   Rate" will refer to the pass-through rate borne by the certificates and
     the term interest rate will refer to the interest rate borne by the notes
     of one specific series, as applicable, and the term trust fund will refer
to one specific trust fund.                                         

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payments and distributions thereon and certain related activities. No trust fund
is expected to have any source of capital other than its assets and any related 
credit enhancement.                                                             

The applicable prospectus supplement may provide for additional     
obligations of the depositor, but if it does not, the only obligations of the   
depositor with respect to a series of securities will be to obtain certain      
representations and warranties from the sellers and to assign to the trustee for
such series of securities the depositor's rights with respect to such           
representations and warranties. See "The Agreements -- Assignment of the Trust  
Fund Assets." The obligations of the master servicer with respect to the loans  
will consist principally of its contractual servicing obligations under the     
related Agreement (including its obligation to enforce the obligations of the   
sub-servicers or sellers, or both, as more fully described herein under "Loan   
Program -- Representations by Sellers; Repurchases" and "The Agreements --      
Sub-Servicing By Sellers" and "-- Assignment of the Trust Fund Assets") and its 
obligation, if any, to make certain cash advances in the event of delinquencies 
in payments on or with respect to the loans in the amounts described herein     
under "Description of the Securities -- Advances." The obligations of the master
servicer to make advances may be subject to limitations, to the extent provided 
herein and in the related prospectus supplement.                                

      The following is a brief description of the assets expected to be included
in the trust funds. If specific information respecting the Trust Fund Assets is 
not known at the time the related series of securities initially is offered,    
more general information of the nature described below will be provided in the  
related prospectus supplement, and specific information will be set forth in a  
report on Form 8-K to be filed with the Securities and Exchange Commission      
within fifteen days after the initial issuance of such securities (the "Detailed
Description"). A copy of the Agreement with respect to each series of securities
will be attached to the Form 8-K and will be available for inspection at the    
corporate trust office of the trustee specified in the related prospectus       
supplement. A schedule of the loans relating to such series will be attached to 
the Agreement delivered to the trustee upon delivery of the securities.         

The Loans                                                                       

  General. Loans will consist of single family loans, multifamily loans,
home equity loans or home improvement loan contracts. For purposes hereof, "home
equity loans" includes "closed-end loans" and "revolving credit line loans." If 
so specified, the loans may include cooperative apartment loans ("cooperative   
loans") secured by security interests in shares issued by private, non-profit,  
cooperative housing corporations ("cooperatives") and in the related proprietary
leases or occupancy agreements granting exclusive rights to occupy specific     
dwelling units in such cooperatives' buildings. As more fully described in the  
related prospectus supplement, the loans may be "conventional" loans or loans   
that are insured or guaranteed by a governmental agency such as the Federal     
Housing Administration (the "FHA") or the Department of Veterans' Affairs (the  
"VA").                                                                          

     The applicable prospectus supplement may specify the day on which monthly
payments on the loans in a pool will be due, but if it does not, all of the     
mortgage loans in a pool will have monthly payments due on the first day of each
month. The payment terms of the loans to be included in a trust fund will be    
described in the related prospectus supplement and may include any of the       
following features or combination thereof or other features described in the    
related prospectus supplement:                                                  

      o     Interest may be payable at a fixed rate, a rate adjustable from time
       to time in relation to an index (which will be specified in the
            related prospectus supplement), a rate that is fixed for a period of
            time or under certain circumstances and is followed by an adjustable
            rate, a rate that otherwise varies from time to time, or a rate that
          is convertible from an adjustable rate to a fixed rate. Changes to
          an adjustable rate may be subject to periodic limitations, maximum
         rates, minimum rates or a combination of the limitations. Accrued
         interest may be deferred and added to the principal of a loan for
          the periods and under the circumstances as may be specified in the
           related prospectus supplement. Loans may provide for the payment of
          interest at a rate lower than the specified interest rate borne by
           such loan (the "Loan Rate") for a period of time or for the life of

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          the loan, and the amount of any difference may be contributed from
       funds supplied by the seller of the Property or another source.

 o     Principal may be payable on a level debt service basis to fully
          amortize the loan over its term, may be calculated on the basis of
          an assumed amortization schedule that is significantly longer than
    the original term to maturity or on an interest rate that is
            different from the Loan Rate or may not be amortized during all or a
     portion of the original term. Payment of all or a substantial
       portion of the principal may be due on maturity, called balloon
           payments. Principal may include interest that has been deferred and
added to the principal balance of the loan.             

      o     Monthly payments of principal and interest may be fixed for the life
        of the loan, may increase over a specified period of time or may
            change from period to period. The terms of a loan may include limits
            on periodic increases or decreases in the amount of monthly payments
       and may include maximum or minimum amounts of monthly payments.

o     The loans generally may be prepaid at any time. Prepayments of
            principal may be subject to a prepayment fee, which may be fixed for
            the life of the loan or may decline over time, and may be prohibited
         for the life of the loan or for certain periods, which are called
   lockout periods. Certain loans may permit prepayments after
       expiration of the applicable lockout period and may require the
     payment of a prepayment fee in connection with any subsequent
           prepayment. Other loans may permit prepayments without payment of a
           fee unless the prepayment occurs during specified time periods. The
            loans may include "due-on-sale" clauses that permit the mortgagee to
        demand payment of the entire loan in connection with the sale or
            certain transfers of the related mortgaged property. Other loans may
        be assumable by persons meeting the then applicable underwriting
standards of the seller.                                

    A trust fund may contain buydown loans that include provisions whereby a
third party partially subsidizes the monthly payments of the obligors on the    
loans during the early years of the loans, the difference to be made up from a  
buydown fund contributed by the third party at the time of origination of the   
loan. A buydown fund will be in an amount equal either to the discounted value  
or full aggregate amount of future payment subsidies. Thereafter, buydown funds 
are applied to the applicable loan upon receipt by the master servicer of the   
mortgagor's portion of the monthly payment on the loan. The master servicer     
administers the buydown fund to ensure that the monthly allocation from the     
buydown fund combined with the monthly payment received from the mortgagor      
equals the scheduled monthly payment on the applicable loan. The underlying     
assumption of buydown plans is that the income of the mortgagor will increase   
during the buydown period as a result of normal increases in compensation and   
inflation, so that the mortgagor will be able to meet the full mortgage payments
at the end of the buydown period. To the extent that this assumption as to      
increased income is not fulfilled, the possibility of defaults on buydown loans 
is increased. The related prospectus supplement will contain information with   
respect to any Buydown Loan concerning limitations on the interest rate paid by 
the mortgagor initially, on annual increases in the interest rate and on the    
length of the buydown period.                                                   

    The real property which secures repayment of the loans is referred to as
the mortgaged properties. The loans will be secured by mortgages or deeds of    
trust or other similar security instruments creating a lien on a mortgaged      
property. In the case of home equity loans, such liens generally will be        
subordinated to one or more senior liens on the related mortgaged properties as 
described in the related prospectus supplement. In addition to being secured by 
mortgages on real estate the home improvement loan contracts may also be secured
by purchase money security interests in the home improvements financed thereby. 
If so specified in the related prospectus supplement, the home equity loans may 
include loans (primarily for home improvement or debt consolidation purposes)   
that are in amounts in excess of the value of the related mortgaged properties  
at the time of origination. The mortgaged properties and the home improvements  
are collectively referred to herein as the "Properties." The Properties may be  
located in any one of the fifty states, the District of Columbia, Guam, Puerto  
Rico or any other territory of the United States.                               

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     Loans with certain Loan-to-Value Ratios and/or certain principal balances
may be covered wholly or partially by primary mortgage guaranty insurance       
policies (each, a "Primary Mortgage Insurance Policy"). The existence, extent   
and duration of any such coverage will be described in the applicable prospectus
supplement.                                                                     

   The aggregate principal balance of loans secured by Properties that are
owner-occupied will be disclosed in the related prospectus supplement. The      
applicable prospectus supplement may provide for the basis for representations  
relating to Single Family Properties, but if it does not, the sole basis for a  
representation that a given percentage of the loans is secured by Single Family 
Properties that are owner-occupied will be either (i) the making of a           
representation by the borrower at origination of the loan either that the       
underlying Property will be used by the borrower for a period of at least six   
months every year or that the borrower intends to use the Property as a primary 
residence or (ii) a finding that the address of the underlying Property is the  
borrower's mailing address.                                                     

   Single Family Loans. The mortgaged properties relating to single family
loans will consist of detached or semi-detached one- to four-family dwelling    
units, townhouses, rowhouses, individual condominium units, individual units in 
planned unit developments, manufactured housing that is permanently affixed and 
treated as real property under local law, and certain other dwelling units      
("Single Family Properties"). Single Family Properties may include vacation and 
second homes, investment properties and leasehold interests. In the case of     
leasehold interests, the applicable prospectus supplement may provide for the   
leasehold term, but if it does not, the term of the leasehold will exceed the   
scheduled maturity of the loan by at least five years.                          

      Multifamily Loans. Mortgaged properties which secure multifamily loans may
include small multifamily residential properties such as rental apartment       
buildings or projects containing five to fifty residential units, including     
mid-rise and garden apartments. Certain of the multifamily loans may be secured 
by apartment buildings owned by cooperatives. In such cases, the cooperative    
owns all the apartment units in the building and all common areas. The          
cooperative is owned by tenant-stockholders who, through ownership of stock,    
shares or membership certificates in the corporation, receive proprietary leases
or occupancy agreements which confer exclusive rights to occupy specific        
apartments or units. Generally, a tenant-stockholder of a cooperative must make 
a monthly payment to the cooperative representing such tenant-stockholder's pro 
rata share of the cooperative's payments for its mortgage loan, real property   
taxes, maintenance expenses and other capital or ordinary expenses. Those       
payments are in addition to any payments of principal and interest the          
tenant-stockholder must make on any loans to the tenant-stockholder secured by  
its shares in the cooperative. The cooperative will be directly responsible for 
building management and, in most cases, payment of real estate taxes and hazard 
and liability insurance. A cooperative's ability to meet debt service           
obligations on a multifamily loan, as well as all other operating expenses, will
be dependent in large part on the receipt of maintenance payments from the      
tenant-stockholders, as well as any rental income from units the cooperative    
might control. Unanticipated expenditures may in some cases have to be paid by  
special assessments on the tenant-stockholders. No more than 5% of the aggregate
Trust Fund Assets for any series, as constituted at the time of the applicable  
cut-off date (measured by principal balance), will be comprised of multifamily  
loans.                                                                          

     Home Equity Loans. The mortgaged properties relating to home equity loans
will consist of Single Family Properties. As more fully described in the related
prospectus supplement, interest on each revolving credit line loan, excluding   
introductory rates offered from time to time during promotional periods, is     
computed and payable monthly on the average daily outstanding principal balance 
of such loan. Principal amounts on a revolving credit line loan may be drawn    
down (up to a maximum amount as set forth in the related prospectus supplement) 
or repaid under each revolving credit line loan from time to time, but may be   
subject to a minimum periodic payment. Except to the extent provided in the     
related prospectus supplement, the trust fund will not include any amounts      
borrowed under a revolving credit line loan after the cut-off date. The full    
amount of a closed-end loan is advanced at the inception of the loan and        
generally is repayable in equal (or substantially equal) installments of an     
amount to fully amortize such loan at its stated maturity. Except to the extent 
provided in the related prospectus supplement, the original terms to stated     
maturity of closed-end loans will not exceed 360 months. Under certain          
circumstances,                                                                  

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under either a revolving credit line loan or a closed-end loan, a borrower may  
choose an interest only payment option and is obligated to pay only the amount  
of interest which accrues on the loan during the billing cycle. An interest only
payment option may be available for a specified period before the borrower must 
begin paying at least the minimum monthly payment of a specified percentage of  
the average outstanding balance of the loan.                                    

  Home Improvement Loan Contracts. The Trust Fund Assets for a series of
securities may consist, in whole or in part, of home improvement loan contracts 
originated by a home improvement contractor, a thrift or a commercial mortgage  
banker in the ordinary course of business. The home improvements securing the   
home improvement loan contracts may include, but are not limited to, replacement
windows, house siding, new roofs, swimming pools, satellite dishes, kitchen and 
bathroom remodeling goods and solar heating panels. The home improvement loan   
contracts will be secured by mortgages on Single Family Properties which are    
generally subordinate to other mortgages on the same Property. In general, the  
home improvement loan contracts will be fully amortizing and may have fixed     
interest rates or adjustable interest rates and may provide for other payment   
characteristics as described below and in the related prospectus supplement. The
initial Loan-to-Value Ratio of a home improvement loan contract is computed in  
the manner described in the related prospectus supplement.                      

Additional Information. Each prospectus supplement will contain     
information, as of the date of the prospectus supplement and to the extent then 
specifically known to the depositor, with respect to the loans contained in the 
related pool, including                                                         

o     the aggregate outstanding principal balance and the average   
         outstanding principal balance of the loans as of the first day of
      the month of issuance of the related series of certificates or
            another date specified in the related prospectus supplement called a
cut-off date,                                           

o     the type of property securing the loans (e.g., single-family  
          residences, individual units in condominium apartment buildings or
         in buildings owned by cooperatives, small multifamily properties,
other real property or home improvements),              

o     the original terms to maturity of the loans,                  

     o     the largest principal balance and the smallest principal balance of
any of the loans,                                       

      o     the earliest origination date and latest maturity date of any of the
loans,                                                  

o     the Loan-to-Value Ratios or Combined Loan-to-Value Ratios, as 
applicable, of the loans,                               

    o     the Loan Rates or annual percentage rates ("APR") or range of Loan
Rates or APR's borne by the loans,                      

o     the maximum and minimum per annum Loan Rates and              

     o     the geographical distribution of the loans. If specific information
          respecting the loans is not known to the depositor at the time the
          related securities are initially offered, more general information
      of the nature described above will be provided in the detailed
description of Trust Fund Assets.                       

  The "Loan-to-Value Ratio" of a loan at any given time is the fraction,
expressed as a percentage, the numerator of which is the original principal     
balance of the related loan and the denominator of which is the Collateral Value
of the related Property. The "Combined Loan-to-Value Ratio" of a loan at any    
given time is the ratio, expressed as a percentage, of (i) the sum of (a) the   
original principal balance of the loan (or, in the case of a revolving credit   
line loan, the maximum amount thereof available) and (b) the outstanding        
principal balance at the date of origination of the loan of any senior mortgage 
loan(s) or, in the case of any open-ended senior mortgage loan, the maximum     
available line of credit with respect to such mortgage loan, regardless of any  
lesser amount actually outstanding at the date of origination of the loan, to   
(ii) the Collateral Value of the related Property. The "Collateral Value" of the
Property, other than with respect to certain loans the proceeds of which were   
used to refinance an existing mortgage loan (each, a "Refinance Loan"), is the  
lesser of (a) the appraised value determined in an appraisal obtained by the    
originator at origination of such loan and (b) the sales price for such         
Property. In the case of                                                        

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Refinance Loans, the "Collateral Value" of the related Property is generally the
appraised value thereof determined in an appraisal obtained at the time of      
refinancing.                                                                    

    No assurance can be given that values of the Properties have remained or
will remain at their levels on the dates of origination of the related loans. If
the residential real estate market should experience an overall decline in      
property values such that the outstanding principal balances of the loans, and  
any secondary financing on the Properties, in a particular pool become equal to 
or greater than the value of the Properties, the actual rates of delinquencies, 
foreclosures and losses could be higher than those now generally experienced in 
the mortgage lending industry. In addition, adverse economic conditions and     
other factors (which may or may not affect real property values) may affect the 
timely payment by borrowers of scheduled payments of principal and interest on  
the loans and, accordingly, the actual rates of delinquencies, foreclosures and 
losses with respect to any pool. To the extent that the losses are not covered  
by subordination provisions or alternative arrangements, the losses will be     
borne, at least in part, by the holders of the securities of the related series.

Substitution of Trust Fund Assets                                               

Substitution of Trust Fund Assets will be permitted in the event of 
breaches of representations and warranties with respect to any original Trust   
Fund Asset or in the event the documentation with respect to any Trust Fund     
Asset is determined by the trustee to be incomplete. The period during which    
such substitution will be permitted generally will be indicated in the related  
prospectus supplement.                                                          

Available Information                                                           

   The depositor has filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, covering the securities. This prospectus,   
which forms a part of the Registration Statement, and the prospectus supplement 
relating to each series of certificates contain summaries of the material terms 
of the documents referred to in this prospectus and in the prospectus           
supplement, but do not contain all of the information in the Registration       
Statement pursuant to the rules and regulations of the SEC. For further         
information, reference is made to the Registration Statement and its exhibits.  
The Registration Statement and exhibits can be inspected and copied at          
prescribed rates at the public reference facilities maintained by the SEC at its
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at 
its Regional Offices located as follows: Chicago Regional Office, 500 West      
Madison Street, Chicago, Illinois 60661; and New York Regional Office, 233      
Broadway, New York, New York 10279. You may obtain information on the operation 
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC      
maintains an Internet Web site that contains reports, information statements and
other information regarding the registrants that file electronically with the   
SEC, including the depositor. The address of that Internet Web site is          
http://www.sec.gov.                                                             

      This prospectus and any applicable prospectus supplement do not constitute
an offer to sell or a solicitation of an offer to buy any securities other than 
the securities offered by this prospectus and the prospectus supplement nor an  
offer of the securities to any person in any state or other jurisdiction in     
which the offer would be unlawful.                                              

Incorporation of Certain Documents by Reference                                 

  All documents filed for the trust fund referred to in the accompanying
prospectus supplement after the date of this prospectus and before the end of   
the related offering with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) 
of the Securities Exchange Act of 1934, as amended, are incorporated by         
reference in this prospectus and are a part of this prospectus from the date of 
their filing. Any statement contained in a document incorporated by reference in
this prospectus is modified or superseded for all purposes of this prospectus to
the extent that a statement contained in this prospectus (or in the accompanying
prospectus supplement) or in any other subsequently filed document that also is 
incorporated by reference differs from that statement. Any statement so modified
or superseded shall not, except as so modified or superseded, constitute a part 
of this prospectus. Neither the depositor nor the                               

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master servicer intends to file with the Securities and Exchange Commission     
periodic reports with respect to the trust fund following completion of the     
reporting period required by Rule 15d-1 or Regulation 15D under the Securities  
Exchange Act of 1934.                                                           

  The trustee on behalf of any trust fund will provide without charge to
each person to whom this prospectus is delivered, on the person's written or    
oral request, a copy of any or all of the documents referred to above that have 
been or may be incorporated by reference in this prospectus (not including      
exhibits to the information that is incorporated by reference unless the        
exhibits are specifically incorporated by reference into the information that   
this prospectus incorporates). Requests should be directed to the corporate     
trust office of the trustee specified in the accompanying prospectus supplement.

Reports to Securityholders                                                      

      Periodic and annual reports concerning the trust fund will be forwarded to
securityholders. However, such reports will neither be examined nor reported on 
by an independent public accountant. See "Description of the Securities --      
Reports to Securityholders."                                                    

 Use of Proceeds

   The net proceeds to be received from the sale of the securities will be
applied by the depositor to the purchase of Trust Fund Assets or will be used by
the depositor for general corporate purposes. The depositor expects to sell     
securities in series from time to time, but the timing and amount of offerings  
of securities will depend on a number of factors, including the volume of Trust 
Fund Assets acquired by the depositor, prevailing interest rates, availability  
of funds and general market conditions.                                         

 The Depositor

   CWABS, Inc., a Delaware corporation, the depositor, was incorporated in
August 1996 for the limited purpose of acquiring, owning and transferring Trust 
Fund Assets and selling interests therein or bonds secured thereby. The         
depositor is a limited purpose finance subsidiary of Countrywide Financial      
Corporation, a Delaware corporation. On November 7, 2002, Countrywide Credit    
Industries, Inc., the parent of Countrywide Home Loans, Inc., changed its name  
to Countrywide Financial Corporation. The depositor maintains its principal     
office at 4500 Park Granada, Calabasas, California 91302. Its telephone number  
is (818) 225-3000.                                                              

      Neither the depositor nor any of the depositor's affiliates will insure or
guarantee distributions on the securities of any series.                        

Loan Program

   The loans will have been purchased by the depositor, either directly or
through affiliates, from sellers. The applicable prospectus supplement may      
provide for the underwriting criteria used in originating the loans, but if it  
does not, the loans so acquired by the depositor will have been originated in   
accordance with the underwriting criteria specified below under "Underwriting   
Standards."                                                                     

Underwriting Standards                                                          

The applicable prospectus supplement may provide for the seller's   
representations and warranties relating to the loans, but if it does not, each  
seller will represent and warrant that all loans originated and/or sold by it to
the depositor or one of its affiliates will have been underwritten in accordance
with standards consistent with those utilized by mortgage lenders generally     
during the period of origination for similar types of loans. As to any loan     
insured by the FHA or partially guaranteed by the VA, the seller will represent 
that it has complied with underwriting policies of the FHA or the VA, as the    
case may be.                                                                    

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      Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the related Property as collateral. In general, a prospective borrower       
applying for a loan is required to fill out a detailed application designed to  
provide to the underwriting officer pertinent credit information, including the 
principal balance and payment history with respect to any senior mortgage, if   
any. The applicable prospectus supplement may specify whether that credit       
information will be verified by the seller, but if it does not, the credit      
information supplied by the borrower will be verified by the related seller. As 
part of the description of the borrower's financial condition, the borrower     
generally is required to provide a current list of assets and liabilities and a 
statement of income and expenses, as well as an authorization to apply for a    
credit report which summarizes the borrower's credit history with local         
merchants and lenders and any record of bankruptcy. In most cases, an employment
verification is obtained from an independent source (typically the borrower's   
employer) which verification reports, among other things, the length of         
employment with that organization and the borrower's current salary. If a       
prospective borrower is self-employed, the borrower may be required to submit   
copies of signed tax returns. The borrower may also be required to authorize    
verification of deposits at financial institutions where the borrower has demand
or savings accounts.                                                            

    In determining the adequacy of the property to be used as collateral, an
appraisal will generally be made of each property considered for financing. The 
appraiser is generally required to inspect the property, issue a report on its  
condition and, if applicable, verify construction, if new, has been completed.  
The appraisal is generally based on the market value of comparable homes, the   
estimated rental income (if considered applicable by the appraiser) and the cost
of replacing the home. The value of the property being financed, as indicated by
the appraisal, must be such that it currently supports, and is anticipated to   
support in the future, the outstanding loan balance.                            

      The maximum loan amount will vary depending upon a borrower's credit grade
and loan program but will not generally exceed $1,000,000. Variations in maximum
loan amount limits will be permitted based on compensating factors. Compensating
factors may generally include, to the extent specified in the related prospectus
supplement, low loan-to-value ratio, low debt-to-income ratio, stable           
employment, favorable credit history and the nature of the underlying first     
mortgage loan, if applicable.                                                   

 Each seller's underwriting standards will generally permit loans with
loan-to-value ratios at origination of up to 100% depending on the loan program,
type and use of the property, creditworthiness of the borrower and              
debt-to-income ratio. If so specified in the related prospectus supplement, a   
seller's underwriting criteria may permit loans with loan-to-value ratios at    
origination in excess of 100%, such as for debt consolidation or home           
improvement purposes. Loan-to-value ratios may not be evaluated in the case of  
Title I loans.                                                                  

After obtaining all applicable employment, credit and property      
information, the related seller will use a debt-to-income ratio to assist in    
determining whether the prospective borrower has sufficient monthly income      
available to support the payments of principal and interest on the mortgage loan
in addition to other monthly credit obligations. The "debt-to-income ratio" is  
the ratio of the borrower's total monthly payments to the borrower's gross      
monthly income. The maximum monthly debt-to-income ratio will vary depending    
upon a borrower's credit grade and loan program but will not generally exceed   
55%. Variations in the monthly debt-to-income ratio limit will be permitted     
based on compensating factors to the extent specified in the related prospectus 
supplement.                                                                     

   In the case of a loan secured by a leasehold interest in real property,
the title to which is held by a third party lessor, the applicable prospectus   
supplement may provide for the related representations and warranties of the    
seller, but if it does not, the related seller will represent and warrant, among
other things, that the remaining term of the lease and any sublease is at least 
five years longer than the remaining term on the loan.                          

  Certain of the types of loans that may be included in a trust fund are
recently developed and may involve additional uncertainties not present in      
traditional types of loans. For example, certain of such loans may provide for  
escalating or variable payments by the borrower. These types of loans are       
underwritten on                                                                 

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the basis of a judgment that the borrowers have the ability to make the monthly 
payments required initially. In some instances, a borrower's income may not be  
sufficient to permit continued loan payments as such payments increase. These   
types of loans may also be underwritten primarily upon the basis of             
Loan-to-Value Ratios or other favorable credit factors.                         

Qualifications of Sellers                                                       

      Each seller will be required to satisfy the following qualifications. Each
seller must be an institution experienced in originating and servicing loans of 
the type contained in the related pool in accordance with accepted practices and
prudent guidelines, and must maintain satisfactory facilities to originate and  
service (either directly or through qualified subservicers) those loans. Each   
seller must be a seller/servicer approved by either Fannie Mae or Freddie Mac.  
Each seller must be a mortgagee approved by the FHA or an institution the       
deposit accounts of which are insured by the FDIC.                              

Representations by Sellers; Repurchases                                         

   Each seller will have made representations and warranties in respect of
the loans sold by such seller and evidenced by all, or a part, of a series of   
securities. Such representations and warranties may include, among other things:

     o     that title insurance (or in the case of Properties located in areas
      where such policies are generally not available, an attorney's
           certificate of title) and any required hazard insurance policy were
           effective at origination of each loan, other than cooperative loans
           and certain home equity loans, and that each policy (or certificate
          of title as applicable) remained in effect on the date of purchase
     of the loan from the seller by or on behalf of the depositor;

    o     that the seller had good title to each such loan and such loan was
   subject to no offsets, defenses, counterclaims or rights of
      rescission except to the extent that any buydown agreement may
forgive certain indebtedness of a borrower;             

     o     that each loan constituted a valid lien on, or a perfected security
           interest with respect to, the Property (subject only to permissible
      liens disclosed, if applicable, title insurance exceptions, if
            applicable, and certain other exceptions described in the Agreement)
        and that the Property was free from damage and was in acceptable
condition;                                              

   o     that there were no delinquent tax or assessment liens against the
Property;                                               

 o     that no required payment on a loan was delinquent more than the
          number of days specified in the related prospectus supplement; and

o     that each loan was made in compliance with, and is enforceable
           under, all applicable local, state and federal laws and regulations
in all material respects.                               

If so specified in the related prospectus supplement, the representations and   
warranties of a seller in respect of a loan will be made not as of the cut-off  
date but as of the date on which such seller sold the loan to the depositor or  
one of its affiliates. Under such circumstances, a substantial period of time   
may have elapsed between the sale date and the date of initial issuance of the  
series of securities evidencing an interest in such loan. Since the             
representations and warranties of a seller do not address events that may occur 
following the sale of a loan by such seller, its repurchase obligation described
below will not arise if the relevant event that would otherwise have given rise 
to such an obligation with respect to a loan occurs after the date of sale of   
such loan by such seller to the depositor or its affiliates. However, the       
depositor will not include any loan in the trust fund for any series of         
securities if anything has come to the depositor's attention that would cause it
to believe that the representations and warranties of a seller will not be      
accurate and complete in all material respects in respect of such loan as of the
date of initial issuance of the related series of securities. If the master     
servicer is also a seller of loans with respect to a particular series of       
securities, such representations will be in addition to the representations and 
warranties made by the master servicer in its capacity as a master servicer.    

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     The master servicer or the trustee, if the master servicer is the seller,
will promptly notify the relevant seller of any breach of any representation or 
warranty made by it in respect of a loan which materially and adversely affects 
the interests of the securityholders in such loan. If such seller cannot cure   
such breach within 90 days following notice from the master servicer or the     
trustee, as the case may be, the applicable prospectus supplement may provide   
for the seller's obligations under those circumstances, but if it does not, then
such seller will be obligated either                                            

o     to repurchase such loan from the trust fund at a price (the   
       "Purchase Price") equal to 100% of the unpaid principal balance
      thereof as of the date of the repurchase plus accrued interest
    thereon to the first day of the month following the month of
           repurchase at the Loan Rate (less any Advances or amount payable as
            related servicing compensation if the seller is the master servicer)
or                                                      

o     substitute for such loan a replacement loan that satisfies the
criteria specified in the related prospectus supplement.

If a REMIC election is to be made with respect to a trust fund, the applicable  
prospectus supplement may provide for the obligations of the master servicer or 
residual certificateholder, but if it does not, the master servicer or a holder 
of the related residual certificate generally will be obligated to pay any      
prohibited transaction tax which may arise in connection with any such          
repurchase or substitution and the trustee must have received a satisfactory    
opinion of counsel that such repurchase or substitution will not cause the trust
fund to lose its status as a REMIC or otherwise subject the trust fund to a     
prohibited transaction tax. The master servicer may be entitled to reimbursement
for any such payment from the assets of the related trust fund or from any      
holder of the related residual certificate. See "Description of the Securities  
-- General." Except in those cases in which the master servicer is the seller,  
the master servicer will be required under the applicable Agreement to enforce  
this obligation for the benefit of the trustee and the holders of the           
securities, following the practices it would employ in its good faith business  
judgment were it the owner of such loan. This repurchase or substitution        
obligation will constitute the sole remedy available to holders of securities or
the trustee for a breach of representation by a seller.                         

     Neither the depositor nor the master servicer (unless the master servicer
is the seller) will be obligated to purchase or substitute a loan if a seller   
defaults on its obligation to do so, and no assurance can be given that sellers 
will carry out their respective repurchase or substitution obligations with     
respect to loans. However, to the extent that a breach of a representation and  
warranty of a seller may also constitute a breach of a representation made by   
the master servicer, the master servicer may have a repurchase or substitution  
obligation as described below under "The Agreements -- Assignment of Trust Fund 
Assets."                                                                        

 Description of the Securities

      Each series of certificates will be issued pursuant to separate agreements
(each, a "Pooling and Servicing Agreement" or a "Trust Agreement") among the    
depositor, the master servicer and the trustee. A form of Pooling and Servicing 
Agreement and Trust Agreement has been filed as an exhibit to the Registration  
Statement of which this prospectus forms a part. Each series of notes will be   
issued pursuant to an indenture (the "Indenture") between the related trust fund
and the entity named in the related prospectus supplement as trustee with       
respect to such series, and the related loans will be serviced by the master    
servicer pursuant to a Master Servicing Agreement. A form of Indenture and      
Master Servicing Agreement has been filed as an exhibit to the Registration     
Statement of which this prospectus forms a part. A series of securities may     
consist of both notes and certificates. Each Agreement, dated as of the related 
cut-off date, will be among the depositor, the master servicer and the trustee  
for the benefit of the holders of the securities of such series. The provisions 
of each Agreement will vary depending upon the nature of the securities to be   
issued thereunder and the nature of the related trust fund. The following are   
descriptions of the material provisions which may appear in each Agreement. The 
descriptions are subject to, and are qualified in their entirety by reference   
to, all of the provisions of the Agreement for each series of securities and the
applicable prospectus supplement. The depositor will provide a copy of the      
Agreement (without exhibits) relating to any series without charge upon written 
request of a holder of record of a                                              

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security of such series addressed to CWABS, Inc., 4500 Park Granada, Calabasas, 
California 91302, Attention: Secretary.                                         

General                                                                         

The securities of each series will be issued in book-entry or fully 
registered form, in the authorized denominations specified in the related       
prospectus supplement, will, in the case of certificates, evidence specified    
beneficial ownership interests in, and in the case of notes, be secured by, the 
assets of the related trust fund created pursuant to each Agreement and will not
be entitled to payments in respect of the assets included in any other trust    
fund established by the depositor. The applicable prospectus supplement may     
provide for guarantees or insurance obtained from a governmental entity or other
person, but if it does not, the Trust Fund Assets will not be guaranteed or     
insured by any governmental entity or other person. Each trust fund will consist
of, to the extent provided in the related Agreement,                            

o     the Trust Fund Assets, as from time to time are subject to the
            related Agreement (exclusive of any amounts specified in the related
            prospectus supplement ("Retained Interest")), including all payments
          of interest and principal received with respect to the loans after
    the cut-off date (to the extent not applied in computing the
            principal balance of such loans as of the cut-off date (the "Cut-off
Date Principal Balance"));                              

     o     the assets required to be deposited in the related Security Account
from time to time;                                      

      o     property which secured a loan and which is acquired on behalf of the
         securityholders by foreclosure or deed in lieu of foreclosure and

      o     any insurance policies or other forms of credit enhancement required
to be maintained pursuant to the related Agreement.     

If so specified in the related prospectus supplement, a trust fund may also     
include one or more of the following: reinvestment income on payments received  
on the Trust Fund Assets, a reserve fund, a mortgage pool insurance policy, a   
special hazard insurance policy, a bankruptcy bond, one or more letters of      
credit, a surety bond, guaranties or similar instruments.                       

 Each series of securities will be issued in one or more classes. Each
class of certificates of a series will evidence beneficial ownership of a       
specified percentage (which may be 0%) or portion of future interest payments   
and a specified percentage (which may be 0%) or portion of future principal     
payments on, and each class of notes of a series will be secured by, the related
Trust Fund Assets. A series of securities may include one or more classes that  
are senior in right to payment to one or more other classes of securities of    
such series. Certain series or classes of securities may be covered by insurance
policies, surety bonds or other forms of credit enhancement, in each case as    
described under "Credit Enhancement" herein and in the related prospectus       
supplement. One or more classes of securities of a series may be entitled to    
receive distributions of principal, interest or any combination thereof.        
Distributions on one or more classes of a series of securities may be made prior
to one or more other classes, after the occurrence of specified events, in      
accordance with a schedule or formula or on the basis of collections from       
designated portions of the related Trust Fund Assets, in each case as specified 
in the related prospectus supplement. The timing and amounts of such            
distributions may vary among classes or over time as specified in the related   
prospectus supplement.                                                          

Distributions of principal and interest (or, where applicable, of   
principal only or interest only) on the related securities will be made by the  
trustee on each distribution date (i.e., monthly, quarterly, semi-annually or at
such other intervals and on the dates as are specified in the related prospectus
supplement) in proportion to the percentages specified in the related prospectus
supplement. Distributions will be made to the persons in whose names the        
securities are registered at the close of business on the dates specified in the
related prospectus supplement (each, a "Record Date"). Distributions will be    
made in the manner specified in the related prospectus supplement to the persons
entitled thereto at the address appearing in the register maintained for holders
of securities (the "Security Register"); provided, however, that the final      
distribution in retirement of the securities will be made only upon presentation
and surrender of the                                                            

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securities at the office or agency of the trustee or other person specified in  
the notice to securityholders of such final distribution.                       

The securities will be freely transferable and exchangeable at the  
Corporate Trust Office of the trustee as set forth in the related prospectus    
supplement. No service charge will be made for any registration of exchange or  
transfer of securities of any series, but the trustee may require payment of a  
sum sufficient to cover any related tax or other governmental charge.           

      Under current law the purchase and holding by or on behalf of any employee
benefit plan or other retirement arrangement subject to provisions of the       
Employee Retirement Income Security Act of 1974, as amended, or the Code of     
certain classes of certificates may result in "prohibited transactions" within  
the meaning of ERISA and the Code. See "ERISA Considerations." Retirement       
arrangements subject to these provisions include individual retirement accounts 
and annuities, Keogh plans and collective investment funds in which the plans,  
accounts or arrangements are invested. The applicable prospectus supplement may 
specify other conditions under which transfers of this type would be permitted, 
but if it does not, transfer of the certificates will not be registered unless  
the transferee represents that it is not, and is not purchasing on behalf of, a 
plan, account or other retirement arrangement or provides an opinion of counsel 
satisfactory to the trustee and the depositor that the purchase of the          
certificates by or on behalf of a plan, account or other retirement arrangement 
is permissible under applicable law and will not subject the trustee, the master
servicer or the depositor to any obligation or liability in addition to those   
undertaken in the pooling and servicing agreement.                              

      As to each series, an election may be made to treat the related trust fund
or designated portions thereof as a "real estate mortgage investment conduit" or
REMIC as defined in the Code. The related prospectus supplement will specify    
whether a REMIC election is to be made. Alternatively, the Agreement for a      
series may provide that a REMIC election may be made at the discretion of the   
depositor or the master servicer and may only be made if certain conditions are 
satisfied. As to any such series, the terms and provisions applicable to the    
making of a REMIC election will be set forth in the related prospectus          
supplement. If such an election is made with respect to a series, one of the    
classes will be designated as evidencing the sole class of "residual interests" 
in the related REMIC, as defined in the Code. All other classes of securities in
such a series will constitute "regular interests" in the related REMIC, as      
defined in the Code. As to each series with respect to which a REMIC election is
to be made, the master servicer or a holder of the related residual certificate 
will be obligated to take all actions required in order to comply with          
applicable laws and regulations and will be obligated to pay any prohibited     
transaction taxes. The master servicer, unless otherwise provided in the related
prospectus supplement, will be entitled to reimbursement for any such payment   
from the assets of the trust fund or from any holder of the related residual    
certificate.                                                                    

Distributions on Securities                                                     

      General. In general, the method of determining the amount of distributions
on a particular series of securities will depend on the type of credit support, 
if any, that is used with respect to such series. See "Credit Enhancement." Set 
forth below are descriptions of various methods that may be used to determine   
the amount of distributions on the securities of a particular series. The       
prospectus supplement for each series of securities will describe the method to 
be used in determining the amount of distributions on the securities of such    
series.                                                                         

    Distributions allocable to principal and interest on the securities will
be made by the trustee out of, and only to the extent of, funds in the related  
Security Account, including any funds transferred from any reserve fund or the  
pre-funding account. As between securities of different classes and as between  
distributions of principal (and, if applicable, between distributions of        
Principal Prepayments, as defined below, and scheduled payments of principal)   
and interest, distributions made on any distribution date will be applied as    
specified in the related prospectus supplement. The prospectus supplement will  
also describe the method for allocating distributions among securities of a     
particular class.                                                               

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  Available Funds. All distributions on the securities of each series on
each distribution date will be made from the Available Funds described below, in
accordance with the terms described in the related prospectus supplement and    
specified in the Agreement. "Available Funds" for each distribution date will   
generally equal the amount on deposit in the related Security Account on such   
distribution date (net of related fees and expenses payable by the related trust
fund) other than amounts to be held therein for distribution on future          
distribution dates.                                                             

      Distributions of Interest. Interest will accrue on the aggregate principal
balance of the securities (or, in the case of securities entitled only to       
distributions allocable to interest, the aggregate notional amount) of each     
class of securities (the "Class Security Balance") entitled to interest from the
date, at the Pass-Through Rate or interest rate, as applicable (which in either 
case may be a fixed rate or rate adjustable as specified in such prospectus     
supplement), and for the periods specified in such prospectus supplement. To the
extent funds are available therefor, interest accrued during each such specified
period on each class of securities entitled to interest (other than a class of  
securities that provides for interest that accrues, but is not currently        
payable) will be distributable on the distribution dates specified in the       
related prospectus supplement until the aggregate Class Security Balance of the 
securities of such class has been distributed in full or, in the case of        
securities entitled only to distributions allocable to interest, until the      
aggregate notional amount of such securities is reduced to zero or for the      
period of time designated in the related prospectus supplement. The original    
Class Security Balance of each security will equal the aggregate distributions  
allocable to principal to which such security is entitled. Distributions        
allocable to interest on each security that is not entitled to distributions    
allocable to principal will be calculated based on the notional amount of such  
security. The notional amount of a security will not evidence an interest in or 
entitlement to distributions allocable to principal but will be used solely for 
convenience in expressing the calculation of interest and for certain other     
purposes.                                                                       

      Interest payable on the securities of a series on a distribution date will
include all interest accrued during the period specified in the related         
prospectus supplement. In the event interest accrues over a period ending two or
more days prior to a distribution date, the effective yield to securityholders  
will be reduced from the yield that would otherwise be obtainable if interest   
payable on the security were to accrue through the day immediately preceding    
such distribution date, and the effective yield (at par) to securityholders will
be less than the indicated coupon rate.                                         

With respect to any class of accrual securities, if specified in the
related prospectus supplement, any interest that has accrued but is not paid on 
a given distribution date will be added to the aggregate Class Security Balance 
of such class of securities on that distribution date. Distributions of interest
on any class of accrual securities will commence only after the occurrence of   
the events specified in such prospectus supplement. Prior to such time, the     
beneficial ownership interest in the trust fund or the principal balance, as    
applicable, of such class of accrued securities, as reflected in the aggregate  
Class Security Balance of such class of accrual securities, will increase on    
each distribution date by the amount of interest that accrued on such class of  
accrual securities during the preceding interest accrual period but that was not
required to be distributed to such class on such distribution date. Any such    
class of accrual securities will thereafter accrue interest on its outstanding  
Class Security Balance as so adjusted.                                          

      Distributions of Principal. The related prospectus supplement will specify
the method by which the amount of principal to be distributed on the securities 
on each distribution date will be calculated and the manner in which such amount
will be allocated among the classes of securities entitled to distributions of  
principal. The aggregate Class Security Balance of any class of securities      
entitled to distributions of principal generally will be the aggregate original 
Class Security Balance of such class of securities specified in such prospectus 
supplement, reduced by all distributions reported to the holders of such        
securities as allocable to principal and,                                       

 o     in the case of accrual securities, in general, increased by all
   interest accrued but not then distributable on such accrual
securities; and                                         

     o     in the case of adjustable rate securities, subject to the effect of
negative amortization, if applicable.                   

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    If so provided in the related prospectus supplement, one or more classes
of securities will be entitled to receive all or a disproportionate percentage  
of the payments of principal which are received from borrowers in advance of    
their scheduled due dates and are not accompanied by amounts representing       
scheduled interest due after the month of such payments ("Principal             
Prepayments") in the percentages and under the circumstances or for the periods 
specified in such prospectus supplement. Any such allocation of Principal       
Prepayments to such class or classes of securities will have the effect of      
accelerating the amortization of such securities while increasing the interests 
evidenced by one or more other classes of securities in the trust fund.         
Increasing the interests of the other classes of securities relative to that of 
certain securities is intended to preserve the availability of the subordination
provided by such other securities. See "Credit Enhancement -- Subordination."   

Unscheduled Distributions. If specified in the related prospectus   
supplement, the securities will be subject to receipt of distributions before   
the next scheduled distribution date under the circumstances and in the manner  
described below and in the prospectus supplement. If applicable, the trustee    
will be required to make unscheduled distributions on the day and in the amount 
specified in the related prospectus supplement if, due to substantial payments  
of principal (including Principal Prepayments) on the Trust Fund Assets, the    
trustee or the master servicer determines that the funds available or           
anticipated to be available from the Security Account and, if applicable, any   
reserve fund, may be insufficient to make required distributions on the         
securities on that distribution date. The applicable prospectus supplement may  
provide for limits on the amount of an unscheduled distribution, but if it does 
not, the amount of any unscheduled distribution that is allocable to principal  
will not exceed the amount that would otherwise have been required to be        
distributed as principal on the securities on the next distribution date. The   
applicable prospectus supplement may specify whether the unscheduled            
distribution will include interest, but if it does not, the unscheduled         
distributions will include interest at the applicable Pass-Through Rate (if any)
or interest rate (if any) on the amount of the unscheduled distribution         
allocable to principal for the period and to the date specified in the          
prospectus supplement.                                                          

Advances                                                                        

   To the extent provided in the related prospectus supplement, the master
servicer will be required to advance on or before each distribution date (from  
its own funds, funds advanced by sub-servicers or funds held in the Security    
Account for future distributions to the holders of securities of the related    
series), an amount equal to the aggregate of payments of interest and/or        
principal that were delinquent on the related Determination Date (as such term  
is defined in the related prospectus supplement) and were not advanced by any   
sub-servicer, subject to the master servicer's determination that such advances 
may be recoverable out of late payments by borrowers, Liquidation Proceeds,     
Insurance Proceeds or otherwise. In the case of cooperative loans, the master   
servicer also may be required to advance any unpaid maintenance fees and other  
charges under the related proprietary leases as specified in the related        
prospectus supplement.                                                          

In making advances, the master servicer will endeavor to maintain a 
regular flow of scheduled interest and principal payments to holders of the     
securities, rather than to guarantee or insure against losses. If advances are  
made by the master servicer from cash being held for future distribution to     
securityholders, the master servicer will replace such funds on or before any   
future distribution date to the extent that funds in the applicable Security    
Account on such distribution date would be less than the amount required to be  
available for distributions to securityholders on such date. Any master servicer
funds advanced will be reimbursable to the master servicer out of recoveries on 
the specific loans with respect to which such advances were made (e.g., late    
payments made by the related borrower, any related Insurance Proceeds,          
Liquidation Proceeds or proceeds of any loan purchased by the depositor, a      
sub-servicer or a seller pursuant to the related Agreement). Advances by the    
master servicer (and any advances by a sub-servicer) also will be reimbursable  
to the master servicer (or sub-servicer) from cash otherwise distributable to   
securityholders (including the holders of Senior securities) to the extent that 
the master servicer determines that any such advances previously made are not   
ultimately recoverable as described above. To the extent provided in the related
prospectus supplement, the master servicer also will be obligated to make       
advances, to the extent recoverable out of Insurance Proceeds, Liquidation      
Proceeds or                                                                     

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otherwise, in respect of certain taxes and insurance premiums not paid by       
borrowers on a timely basis. Funds so advanced are reimbursable to the master   
servicer to the extent permitted by the related Agreement. The obligations of   
the master servicer to make advances may be supported by a cash advance reserve 
fund, a surety bond or other arrangement of the type described herein under     
"Credit Enhancement," in each case as described in the related prospectus       
supplement.                                                                     

In the event the master servicer or a sub-servicer fails to make a  
required advance, the applicable prospectus supplement may specify whether      
another party will have advancing obligations, but if it does not, the trustee  
will be obligated to make such advance in its capacity as successor servicer. If
the trustee makes such an advance, it will be entitled to be reimbursed for such
advance to the same extent and degree as the master servicer or a sub-servicer  
is entitled to be reimbursed for advances. See "Description of the Securities --
Distributions on Securities."                                                   

Reports to Securityholders                                                      

      Prior to or concurrently with each distribution on a distribution date the
master servicer or the trustee will furnish to each securityholder of record of 
the related series a statement setting forth, to the extent applicable to such  
series of securities, among other things:                                       

    o     the amount of such distribution allocable to principal, separately
            identifying the aggregate amount of any Principal Prepayments and if
         so specified in the related prospectus supplement, any applicable
prepayment penalties included therein;                  

o     the amount of such distribution allocable to interest;        

o     the amount of any advance;                                    

  o     the aggregate amount (a) otherwise allocable to the Subordinated
         Securityholders on such distribution date, and (b) withdrawn from
    the reserve fund or the pre-funding account, if any, that is
          included in the amounts distributed to the Senior Securityholders;

    o     the outstanding principal balance or notional amount of each class
        of the related series after giving effect to the distribution of
principal on such distribution date;                    

o     the percentage of principal payments on the loans (excluding  
       prepayments), if any, which each such class will be entitled to
receive on the following distribution date;             

     o     the percentage of Principal Prepayments on the loans, if any, which
    each such class will be entitled to receive on the following
distribution date;                                      

o     the related amount of the servicing compensation retained or  
           withdrawn from the Security Account by the master servicer, and the
          amount of additional servicing compensation received by the master
    servicer attributable to penalties, fees, excess Liquidation
Proceeds and other similar charges and items;           

     o     the number and aggregate principal balances of loans (A) delinquent
           (exclusive of loans in foreclosure) 1 to 30 days, 31 to 60 days, 61
            to 90 days and 91 or more days and (B) in foreclosure and delinquent
          1 to 30 days, 31 to 60 days, 61 to 90 days and 91 or more days, as
      of the close of business on the last day of the calendar month
preceding such distribution date;                       

   o     the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;                 

    o     the Pass-Through Rate or interest rate, as applicable, if adjusted
          from the date of the last statement, of any such class expected to
be applicable to the next distribution to such class;   

o     if applicable, the amount remaining in any reserve fund or the
        pre-funding account at the close of business on the distribution
date;                                                   

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      o     the Pass-Through Rate or interest rate, as applicable, as of the day
 prior to the immediately preceding distribution date; and

 o     any amounts remaining under letters of credit, pool policies or
other forms of credit enhancement.                      

     Where applicable, any amount set forth above may be expressed as a dollar
amount per single security of the relevant class having the percentage interest 
specified in the related prospectus supplement. The report to securityholders   
for any series of securities may include additional or other information of a   
similar nature to that specified above.                                         

 In addition, within a reasonable period of time after the end of each
calendar year, the master servicer or the trustee will mail to each             
securityholder of record at any time during such calendar year a report (a) as  
to the aggregate of amounts reported pursuant to (i) and (ii) above for such    
calendar year or, in the event such person was a securityholder of record during
a portion of such calendar year, for the applicable portion of such year and (b)
such other customary information as may be deemed necessary or desirable for    
securityholders to prepare their tax returns.                                   

Categories of Classes of Securities                                             

      The securities of any series may be comprised of one or more classes. Such
classes, in general, fall into different categories. The following chart        
identifies and generally defines certain of the more typical categories. The    
prospectus supplement for a series of securities may identify the classes which 
comprise such series by reference to the following categories.                  

Categories of Classes                              Definition                   

                                 Principal Types

Accretion Directed ..........   A class that receives principal payments from   
                            the accreted interest from specified Accrual
                              classes.  An accretion directed class also may
                              receive principal payments from principal paid
                           on the underlying Trust Fund Assets for the
related series. 

Companion Class .............   A class that receives principal payments on any 
                            distribution date only if scheduled payments
                             have been made on specified planned principal
                                classes, targeted principal classes or scheduled
  principal classes.

Component Securities ........   A class consisting of "components." The         
                             components of a class of component securities
                            may have different principal and/or interest
                               payment characteristics but together constitute
                             a single class.  Each component of a class of
                         component securities may be identified as
                             falling into one or more of the categories in
this chart.     

Non-Accelerated                                                                 
 Senior or NAS ............   A class that, for the period of time specified
                               in the related prospectus supplement, generally
                               will not receive (in other words, is locked out
                               of) (1) principal prepayments on the underlying
                    Trust Fund Assets that are allocated
                           disproportionately to the senior securities
                             because of the shifting interest structure of
                                the securities in the trust and/or (2) scheduled
                               principal payments on the underlying Trust Fund
                              Assets, as specified in the related prospectus
                            supplement.  During the lock-out period, the
                             portion of the principal distributions on the
                               underlying Trust Fund Assets that the NAS class
                           is locked out of will be distributed to the
                   other classes of senior securities.

Notional Amount Securities ..   A class having no principal balance and bearing 
                             interest on the related notional amount.  The
                           notional amount is used for purposes of the
                        determination of interest distributions.

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Planned Principal                                                               
Class or PACs ............   A class that is designed to receive principal
                                payments using a predetermined principal balance
                         schedule derived by assuming two constant
                              prepayment rates for the underlying Trust Fund
                              Assets.  These two rates are the endpoints for
                       the "structuring range" for the planned
                               principal class.  The planned principal classes
                               in any series of certificates may be subdivided
                                into different categories (e.g., primary planned
                              principal classes, secondary planned principal
                                classes and so forth) having different effective
                          structuring ranges and different principal
                              payment priorities.  The structuring range for
                          the secondary planned principal class of a
                            series of certificates will be narrower than
                               that for the primary planned principal class of
the series.     

Categories of Classes                              Definition                   

                                 Principal Types

Scheduled Principal Class ...   A class that is designed to receive principal   
                                payments using a predetermined principal balance
                           schedule but is not designated as a Planned
                                Principal Class or Targeted Principal Class.  In
                               many cases, the schedule is derived by assuming
                                two constant prepayment rates for the underlying
                           Trust Fund Assets.  These two rates are the
                             endpoints for the "structuring range" for the
          scheduled principal class.

Sequential Pay ..............   Classes that receive principal payments in a    
                     prescribed sequence, that do not have
                             predetermined principal balance schedules and
                                that under all circumstances receive payments of
                     principal continuously from the first
                       distribution date on which they receive
                           principal until they are retired.  A single
                                class that receives principal payments before or
                             after all other classes in the same series of
                                securities may be identified as a sequential pay
class.          

Strip .......................   A class that receives a constant proportion, or 
                         "strip," of the principal payments on the
             underlying Trust Fund Assets.

Super Senior ................   A class that will not bear its proportionate    
                           share of realized losses (other than excess
                           losses) as its share is directed to another
                               class, referred to as the "support class" until
                                the class principal balance of the support class
   is reduced to zero.

Support Class ...............   A class that absorbs the realized losses other  
                          than excess losses that would otherwise be
                           allocated to a Super Senior Class after the
                              related Classes of subordinated securities are
      no longer outstanding.

Targeted Principal                                                              
Class or TACs ............  A class that is designed to receive principal 
                              payments using a predetermined principal balance
                            schedule derived by assuming a single constant
                           prepayment rate for the underlying Trust Fund
Assets.           

                                Interest Types

Fixed Rate ..................   A class with an interest rate that is fixed     
                 throughout the life of the class.

Floating Rate ...............   A class with an interest rate that resets       
                              periodically based upon a designated index and
                                that varies directly with changes in such index.

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Inverse Floating Rate .......   A class with an interest rate that resets       
                              periodically based upon a designated index and
                          that varies inversely with changes in such
index.          

Variable Rate ...............   A class with an interest rate that resets       
                              periodically and is calculated by reference to
                           the rate or rates of interest applicable to
                               specified assets or instruments (e.g., the Loan
                     Rates borne by the underlying loans).

Interest Only ...............   A class that receives some or all of the        
                              interest payments made on the underlying Trust
                       Fund Assets and little or no principal.
                           Interest Only classes have either a nominal
                          principal balance or a notional amount.  A
                           nominal principal balance represents actual
                                principal that will be paid on the class.  It is
                            referred to as nominal since it is extremely
                            small compared to other classes.  A notional
                           amount is the amount used as a reference to
                          calculate the amount of interest due on an
                               Interest Only class that is not entitled to any
                      distributions in respect of principal.

Principal Only ..............   A class that does not bear interest and is      
                         entitled to receive only distributions in
     respect of principal.

Partial Accrual .............   A class that accretes a portion of the amount of
                              accrued interest thereon, which amount will be
                               added to the principal balance of such class on
                           each applicable distribution date, with the
                        remainder of such accrued interest to be
                         distributed currently as interest on such
                           class.  Such accretion may continue until a
                          specified event has occurred or until such
                 Partial Accrual class is retired.

Accrual .....................   A class that accretes the amount of accrued     
                               interest otherwise distributable on such class,
                              which amount will be added as principal to the
                       principal balance of such class on each
                             applicable distribution date.  Such accretion
                           may continue until some specified event has
                                occurred or until such Accrual class is retired.

Indices Applicable to Floating Rate and Inverse Floating Rate Classes           

LIBOR                                                                           

 The applicable prospectus supplement may specify some other basis for
determining LIBOR, but if it does not, on the LIBOR determination date (as      
defined in the related prospectus supplement) for each class of certificates of 
a series for which the applicable interest rate is determined by reference to an
index denominated as LIBOR, the person designated in the related pooling and    
servicing agreement as the calculation agent will determine LIBOR in accordance 
with one of the two methods described below (which method will be specified in  
the related prospectus supplement):                                             

LIBO Method                                                                     

If using this method to calculate LIBOR, the calculation agent will 
determine LIBOR by reference to the quotations, as set forth on Telerate page   
3750 of the Moneyline Telerate Service, offered by the principal London office  
of each of the designated reference banks meeting the criteria set forth in this
prospectus for making one-month United States dollar deposits in leading banks  
in the London Interbank market, as of 11:00 a.m. (London time) on the LIBOR     
determination date. In lieu of relying on the quotations for those reference    
banks that appear at the time on Telerate page 3750 of the Moneyline Telerate   
Service, the calculation agent will request each of the reference banks to      
provide the offered quotations at the time.                                     

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   Under this method LIBOR will be established by the calculation agent on
each LIBOR determination date as follows:                                       

          (a) If on any LIBOR determination date two or more reference banks
  provide offered quotations, LIBOR for the next interest accrual period
      shall be the arithmetic mean of the offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/32%)                   

      (b) If on any LIBOR determination date only one or none of the
    reference banks provides offered quotations, LIBOR for the next interest
accrual period shall be whichever is the higher of                  

          o     LIBOR as determined on the previous LIBOR determination date
or                                          

o     the reserve interest rate.                        

The reserve interest rate shall be the rate per annum which the calculation     
agent determines to be either                                                   

  o     the arithmetic mean (rounded upwards if necessary to the nearest
      whole multiple of 1/32%) of the one-month United States dollar
          lending rates that New York City banks selected by the calculation
           agent are quoting, on the relevant LIBOR determination date, to the
          principal London offices of at least two of the reference banks to
         which the quotations are, in the opinion of the calculation agent
being so made, or                                       

    o     if the calculation agent cannot determine the arithmetic mean, the
         lowest one-month United States dollar lending rate which New York
       City banks selected by the calculation agent are quoting on the
LIBOR determination date to leading European banks.     

           (c) If on any LIBOR determination date for a class specified in the
   related prospectus supplement, the calculation agent is required but is
   unable to determine the reserve interest rate in the manner provided in
    paragraph (b) above, LIBOR for the next interest accrual period shall be
     LIBOR as determined on the preceding LIBOR determination date, or, in the
    case of the first LIBOR determination date, LIBOR shall be considered to
be the per annum rate specified as such in the related prospectus   
supplement.                                                         

  Each reference bank shall be a leading bank engaged in transactions in
Eurodollar deposits in the international Eurocurrency market; shall not control,
be controlled by, or be under common control with the calculation agent; and    
shall have an established place of business in London. If a reference bank      
should be unwilling or unable to act as such or if appointment of a reference   
bank is terminated, another leading bank meeting the criteria specified above   
will be appointed.                                                              

BBA Method                                                                      

 If using this method of determining LIBOR, the calculation agent will
determine LIBOR on the basis of the British Bankers' Association "Interest      
Settlement Rate" for one-month deposits in United States dollars as found on    
Telerate page 3750 as of 11:00 a.m. London time on each LIBOR determination     
date. Interest Settlement Rates currently are based on rates quoted by eight    
British Bankers' Association designated banks as being, in the view of the      
banks, the offered rate at which deposits are being quoted to prime banks in the
London interbank market. The Interest Settlement Rates are calculated by        
eliminating the two highest rates and the two lowest rates, averaging the four  
remaining rates, carrying the result (expressed as a percentage) out to six     
decimal places, and rounding to five decimal places.                            

  If on any LIBOR determination date, the calculation agent is unable to
calculate LIBOR in accordance with the method set forth in the immediately      
preceding paragraph, LIBOR for the next interest accrual period shall be        
calculated in accordance with the LIBOR method described under "LIBO Method."   

The establishment of LIBOR on each LIBOR determination date by the  
calculation agent and its calculation of the rate of interest for the applicable
classes for the related interest accrual period shall (in the absence of        
manifest error) be final and binding.                                           

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COFI                                                                            

  The Eleventh District Cost of Funds Index is designed to represent the
monthly weighted average cost of funds for savings institutions in Arizona,     
California and Nevada that are member institutions of the Eleventh Federal Home 
Loan Bank District (the "Eleventh District"). The Eleventh District Cost of     
Funds Index for a particular month reflects the interest costs paid on all types
of funds held by Eleventh District member institutions and is calculated by     
dividing the cost of funds by the average of the total amount of those funds    
outstanding at the end of that month and of the prior month and annualizing and 
adjusting the result to reflect the actual number of days in the particular     
month. If necessary, before these calculations are made, the component figures  
are adjusted by the Federal Home Loan Bank of San Francisco ("FHLBSF") to       
neutralize the effect of events such as member institutions leaving the Eleventh
District or acquiring institutions outside the Eleventh District. The Eleventh  
District Cost of Funds Index is weighted to reflect the relative amount of each 
type of funds held at the end of the relevant month. The major components of    
funds of Eleventh District member institutions are: savings deposits, time      
deposits, FHLBSF advances, repurchase agreements and all other borrowings.      
Because the component funds represent a variety of maturities whose costs may   
react in different ways to changing conditions, the Eleventh District Cost of   
Funds Index does not necessarily reflect current market rates.                  

    A number of factors affect the performance of the Eleventh District Cost
of Funds Index, which may cause it to move in a manner different from indices   
tied to specific interest rates, such as United States Treasury bills or LIBOR. 
Because the liabilities upon which the Eleventh District Cost of Funds Index is 
based were issued at various times under various market conditions and with     
various maturities, the Eleventh District Cost of Funds Index may not           
necessarily reflect the prevailing market interest rates on new liabilities of  
similar maturities. Moreover, as stated above, the Eleventh District Cost of    
Funds Index is designed to represent the average cost of funds for Eleventh     
District savings institutions for the month prior to the month in which it is   
due to be published. Additionally, the Eleventh District Cost of Funds Index may
not necessarily move in the same direction as market interest rates at all      
times, since as longer term deposits or borrowings mature and are renewed at    
prevailing market interest rates, the Eleventh District Cost of Funds Index is  
influenced by the differential between the prior and the new rates on those     
deposits or borrowings. In addition, movements of the Eleventh District Cost of 
Funds Index, as compared to other indices tied to specific interest rates, may  
be affected by changes instituted by the FHLBSF in the method used to calculate 
the Eleventh District Cost of Funds Index.                                      

 The FHLBSF publishes the Eleventh District Cost of Funds Index in its
monthly Information Bulletin. Any individual may request regular receipt by mail
of Information Bulletins by writing the Federal Home Loan Bank of San Francisco,
P.O. Box 7948, 600 California Street, San Francisco, California 94120, or by    
calling (415) 616-1000. The Eleventh District Cost of Funds Index may also be   
obtained by calling the FHLBSF at (415) 616-2600.                               

The FHLBSF has stated in its Information Bulletin that the Eleventh 
District Cost of Funds Index for a month "will be announced on or near the last 
working day" of the following month and also has stated that it "cannot         
guarantee the announcement" of such index on an exact date. So long as such     
index for a month is announced on or before the tenth day of the second         
following month, the interest rate for each class of securities of a series as  
to which the applicable interest rate is determined by reference to an index    
denominated as COFI (each, a class of "COFI securities") for the Interest       
Accrual Period commencing in such second following month will be based on the   
Eleventh District Cost of Funds Index for the second preceding month. If        
publication is delayed beyond such tenth day, such interest rate will be based  
on the Eleventh District Cost of Funds Index for the third preceding month.     

 The applicable prospectus supplement may specify some other basis for
determining COFI, but if it does not, then if on the tenth day of the month in  
which any interest accrual period commences for a class of COFI securities the  
most recently published Eleventh District Cost of Funds Index relates to a month
before the third preceding month, the index for the current interest accrual    
period and for each succeeding interest accrual period will, except as described
in the next to last sentence of this paragraph, be based on the National Monthly
Median Cost of Funds Ratio to SAIF-Insured Institutions (the "National Cost of  

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Funds Index") published by the Office of Thrift Supervision (the "OTS") for the 
third preceding month (or the fourth preceding month if the National Cost of    
Funds Index for the third preceding month has not been published on the tenth   
day of an interest accrual period). Information on the National Cost of Funds   
Index may be obtained by writing the OTS at 1700 G Street, N.W., Washington,    
D.C. 20552 or calling (202) 906-6677, and the current National Cost of Funds    
Index may be obtained by calling (202) 906-6988. If on the tenth day of the     
month in which an interest accrual period commences the most recently published 
National Cost of Funds Index relates to a month before the fourth preceding     
month, the applicable index for the interest accrual period and each succeeding 
interest accrual period will be based on LIBOR, as determined by the calculation
agent in accordance with the Agreement relating to the series of certificates. A
change of index from the Eleventh District Cost of Funds Index to an alternative
index will result in a change in the index level and could increase its         
volatility, particularly if LIBOR is the alternative index.                     

     The establishment of COFI by the calculation agent and its calculation of
the rates of interest for the applicable classes for the related interest       
accrual period shall (in the absence of manifest error) be final and binding.   

Treasury Index                                                                  

 The applicable prospectus supplement may specify some other basis for
determining and defining the Treasury index, but if it does not, on the Treasury
index determination date for each class of securities of a series for which the 
applicable interest rate is determined by reference to an index denominated as a
Treasury index, the calculation agent will ascertain the Treasury index for     
Treasury securities of the maturity and for the period (or, if applicable, date)
specified in the related prospectus supplement. The Treasury index for any      
period means the average of the yield for each business day during the specified
period (and for any date means the yield for the date), expressed as a per annum
percentage rate, on U.S. Treasury securities adjusted to the "constant maturity"
specified in the prospectus supplement or if no "constant maturity" is so       
specified, U.S. Treasury securities trading on the secondary market having the  
maturity specified in the prospectus supplement, in each case as published by   
the Federal Reserve Board in its Statistical Release No. H.15 (519). Statistical
Release No. H.15 (519) is published on Monday or Tuesday of each week and may be
obtained by writing or calling the Publications Department at the Board of      
Governors of the Federal Reserve System, 21st and C Streets, Washington, D.C.   
20551 (202) 452-3244. If the calculation agent has not yet received Statistical 
Release No. H.15 (519) for a week, then it will use the Statistical Release from
the preceding week.                                                             

      Yields on U.S. Treasury securities at "constant maturity" are derived from
the U.S. Treasury's daily yield curve. This curve, which relates the yield on a 
security to its time to maturity, is based on the closing market bid yields on  
actively traded Treasury securities in the over-the-counter market. These market
yields are calculated from composites of quotations reported by five leading    
U.S. Government securities dealers to the Federal Reserve Bank of New York. This
method provides a yield for a given maturity even if no security with that exact
maturity is outstanding. In the event that the Treasury Index is no longer      
published, a new index based upon comparable data and methodology will be       
designated in accordance with the Agreement relating to the particular series of
securities. The Calculation Agent's determination of the Treasury Index, and its
calculation of the rates of interest for the applicable classes for the related 
Interest Accrual Period shall (in the absence of manifest error) be final and   
binding.                                                                        

Prime Rate                                                                      

      The applicable prospectus supplement may specify the party responsible for
determining the Prime Rate, but if it does not, on the Prime Rate Determination 
Date (as such term is defined in the related prospectus supplement) for each    
class of securities of a series as to which the applicable interest rate is     
determined by reference to an index denominated as the Prime Rate, the          
calculation agent will ascertain the Prime Rate for the related interest accrual
period. The applicable prospectus supplement may provide for the means of       
determining the Prime Rate, but if it does not, the Prime Rate for an interest  
accrual period will be the "Prime Rate" as published in the "Money Rates"       
section of The Wall Street Journal                                              

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(or if not so published, the "Prime Rate" as published in a newspaper of general
circulation selected by the calculation agent in its sole discretion) on the    
related Prime Rate Determination Date. If a prime rate range is given, then the 
average of such range will be used. In the event that the Prime Rate is no      
longer published, a new index based upon comparable data and methodology will be
designated in accordance with the Agreement relating to the particular series of
securities. The calculation agent's determination of the Prime Rate and its     
calculation of the rates of interest for the related interest accrual period    
shall (in the absence of manifest error) be final and binding.                  

Book-Entry Registration of Securities                                           

     As described in the related prospectus supplement, if not issued in fully
registered certificated form, each class of securities will be registered as    
book-entry certificates (the "Book-Entry Securities"). Persons acquiring        
beneficial ownership interests in the Book-Entry Securities ("Security Owners") 
may elect to hold their Book-Entry Securities through the Depository Trust      
Company ("DTC") in the United States, or Clearstream, Luxembourg or the         
Euroclear System ("Euroclear"), in Europe, if they are participants of such     
systems, or indirectly through organizations which are participants in such     
systems. Each class of the Book-Entry Securities will be issued in one or more  
certificates which equal the aggregate principal balance of the applicable class
of the Book-Entry Securities and will initially be registered in the name of    
Cede & Co., the nominee of DTC. Clearstream, Luxembourg and Euroclear will hold 
omnibus positions on behalf of their participants through customers' securities 
accounts in Clearstream, Luxembourg and Euroclear's names on the books of their 
respective depositaries which in turn will hold such positions in customers'    
securities accounts in the depositaries' names on the books of DTC. Citibank, NA
will act as depositary for Clearstream, Luxembourg and JPMorgan Chase will act  
as depositary for Euroclear (in such capacities, individually the "Relevant     
Depositary" and collectively the "European Depositaries"). Unless otherwise     
described in the related prospectus supplement, beneficial interests in the     
Book-Entry Securities may be held in minimum denominations representing         
Certificate Principal Balances of $20,000 and integral multiples of $1,000 in   
excess thereof, except that one investor of each class of Book-Entry Securities 
may hold a beneficial interest therein that is not an integral multiple of      
$1,000. Except as described below, no person acquiring a beneficial ownership   
interest in a Book-Entry Security (each, a "beneficial owner") will be entitled 
to receive a physical certificate representing such person's beneficial         
ownership interest in such Book-Entry Security (a "Definitive Security"). Unless
and until Definitive Securities are issued, it is anticipated that the only     
securityholders of the Book-Entry Securities will be Cede & Co., as nominee of  
DTC. Security Owners will not be Certificateholders as that term is used in each
Pooling and Servicing Agreement or Master Servicing Agreement, as applicable.   
Security Owners are only permitted to exercise their rights indirectly through  
the participating organizations that utilize the services of DTC, including     
securities brokers and dealers, banks and trust companies and clearing          
corporations and certain other organizations ("Participants") and DTC.          

      The beneficial owner's ownership of a Book-Entry Security will be recorded
on the records of the brokerage firm, bank, thrift institution or other         
financial intermediary (each, a "Financial Intermediary") that maintains the    
beneficial owner's account for such purpose. In turn, the Financial             
Intermediary's ownership of such Book-Entry Security will be recorded on the    
records of DTC (or of a participating firm that acts as agent for the Financial 
Intermediary, whose interest will in turn be recorded on the records of DTC, if 
the beneficial owner's Financial Intermediary is not a DTC participant and on   
the records of Clearstream, Luxembourg or Euroclear, as appropriate).           

Security Owners will receive all distributions of principal of, and 
interest on, the Book-Entry Securities from the trustee through DTC and DTC     
participants. While the Book-Entry Securities are outstanding (except under the 
circumstances described below), under the rules, regulations and procedures     
creating and affecting DTC and its operations (the "Rules"), DTC is required to 
make book-entry transfers among Participants on whose behalf it acts with       
respect to the Book-Entry Securities and is required to receive and transmit    
distributions of principal of, and interest on, such securities. Participants   
and organizations which have indirect access to the DTC system, such as banks,  
brokers, dealers and trust companies that clear through or maintain a custodial 
relationship with a Participant, either directly or                             

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indirectly ("Indirect Participants"), with whom Security Owners have accounts   
with respect to the Book-Entry Securities are similarly required to make        
book-entry transfers and receive and transmit such distributions on behalf of   
their respective Security Owners. Accordingly, although Security Owners will not
possess certificates, the Rules provide a mechanism by which Security Owners    
will receive distributions and will be able to transfer their interest.         

   Security Owners will not receive or be entitled to receive certificates
representing their respective interests in the Book-Entry Securities, except    
under the limited circumstances described below. Unless and until Definitive    
Securities are issued, Security Owners who are not Participants may transfer    
ownership of the Book-Entry Securities only through Participants and Indirect   
Participants by instructing such Participants and Indirect Participants to      
transfer Book-Entry Securities, by book-entry transfer, through DTC for the     
account of the purchasers of such Book-Entry Securities, which account is       
maintained with their respective Participants. Under the Rules and in accordance
with DTC's normal procedures, transfers of ownership of Book-Entry Securities   
will be executed through DTC and the accounts of the respective Participants at 
DTC will be debited and credited. Similarly, the Participants and Indirect      
Participants will make debits or credits, as the case may be, on their records  
on behalf of the selling and purchasing Security Owners.                        

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

   Transfers between Participants will occur in accordance with DTC rules.
Transfers between Clearstream, Luxembourg Participants and Euroclear            
Participants will occur in accordance with their respective rules and operating 
procedures.                                                                     

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

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

  Clearstream Banking, societe anonyme, 67 Bd Grande-Duchesse Charlotte,
L-2967 Luxembourg ("Clearstream, Luxembourg"), was incorporated in 1970 as      
"Clearstream, Luxembourg S.A." a company with limited liability under Luxembourg
law (a societe anonyme). Clearstream, Luxembourg S.A. subsequently changed its  
name to Cedelbank. On January 10, 2000, Cedelbank's parent company,             

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Clearstream, Luxembourg International, societe anonyme ("CI") merged its        
clearing, settlement and custody business with that of Deutsche Borse Clearing  
AG ("DBC"). The merger involved the transfer by CI of substantially all of its  
assets and liabilities (including its shares in CB) to a new Luxembourg company,
New Clearstream, Luxembourg International, societe anonyme ("New CI"), which is 
50% owned by CI and 50% owned by DBC's parent company Deutsche Borse AG. The    
shareholders of these two entities are banks, securities dealers and financial  
institutions. Clearstream, Luxembourg International currently has 92            
shareholders, including U.S. financial institutions or their subsidiaries. No   
single entity may own more than 5 percent of Clearstream, Luxembourg            
International's stock.                                                          

      Further to the merger, the Board of Directors of New CI decided to re-name
the companies in the group in order to give them a cohesive brand name. The new 
brand name that was chosen is "Clearstream" effective as of January 14, 2000.   
New CI has been renamed "Clearstream International, societe anonyme." On January
18, 2000, Cedelbank was renamed "Clearstream Banking, societe anonyme" and      
Clearstream, Luxembourg Global Services was renamed "Clearstream Services,      
societe anonyme."                                                               

     On January 17, 2000, DBC was renamed "Clearstream Banking AG." This means
that there are now two entities in the corporate group headed by Clearstream    
International which share the name "Clearstream Banking," the entity previously 
named "Cedelbank" and the entity previously named "Deutsche Borse Clearing AG." 

      Clearstream, Luxembourg holds securities for its customers and facilitates
the clearance and settlement of securities transactions between Clearstream,    
Luxembourg customers through electronic book-entry changes in accounts of       
Clearstream, Luxembourg customers, thereby eliminating the need for physical    
movement of certificates. Transactions may be settled by Clearstream, Luxembourg
in any of 36 currencies, including United States Dollars. Clearstream,          
Luxembourg provides to its customers, among other things, services for          
safekeeping, administration, clearance and settlement of internationally traded 
securities and securities lending and borrowing. Clearstream, Luxembourg also   
deals with domestic securities markets in over 30 countries through established 
depository and custodial relationships. Clearstream, Luxembourg is registered as
a bank in Luxembourg, and as such is subject to regulation by the Commission de 
Surveillance du Secteur Financier, "CSSF," which supervises Luxembourg banks.   
Clearstream, Luxembourg's customers are world-wide financial institutions       
including underwriters, securities brokers and dealers, banks, trust companies  
and clearing corporations. Clearstream, Luxembourg's U.S. customers are limited 
to securities brokers and dealers, and banks. Currently, Clearstream, Luxembourg
has approximately 2,000 customers located in over 80 countries, including all   
major European countries, Canada, and the United States. Indirect access to     
Clearstream, Luxembourg is available to other institutions that clear through or
maintain a custodial relationship with an account holder of Clearstream,        
Luxembourg. Clearstream, Luxembourg has established an electronic bridge with   
Euroclear Bank S.A./N.V. as the Operator of the Euroclear System (the "Euroclear
Operator") in Brussels to facilitate settlement of trades between Clearstream,  
Luxembourg and the Euroclear Operator.                                          

Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions       
between Euroclear Participants through simultaneous electronic book-entry       
delivery against payment, thereby eliminating the need for physical movement of 
certificates and any risk from lack of simultaneous transfers of securities and 
cash. Transactions may now be settled in any of 32 currencies, including United 
States dollars. Euroclear includes various other services, including securities 
lending and borrowing and interfaces with domestic markets in several countries 
generally similar to the arrangements for cross-market transfers with DTC       
described above. Euroclear is operated by the Brussels, Belgium office of the   
Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a     
Belgian cooperative corporation (the "Cooperative"). All operations are         
conducted by the Euroclear Operator, and all Euroclear securities clearance     
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,  
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf 
of Euroclear Participants. Euroclear Participants include banks (including      
central banks), securities brokers and dealers and other professional financial 
intermediaries. Indirect access to Euroclear is also available to other firms   
that clear through or maintain a custodial relationship with a Euroclear        
Participant, either directly or indirectly.                                     

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     The Euroclear Operator has a banking license from the Belgian Banking and
Finance Commission. This license authorizes the Euroclear Operator to carry out 
banking activities on a global basis.                                           

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

Distributions on the Book-Entry Securities will be made on each     
Distribution Date by the trustee to DTC. DTC will be responsible for crediting  
the amount of such payments to the accounts of the applicable DTC participants  
in accordance with DTC's normal procedures. Each DTC participant will be        
responsible for disbursing such payments to the beneficial owners of the        
Book-Entry Securities that it represents and to each Financial Intermediary for 
which it acts as agent. Each such Financial Intermediary will be responsible for
disbursing funds to the beneficial owners of the Book-Entry Securities that it  
represents.                                                                     

     Under a book-entry format, beneficial owners of the Book-Entry Securities
may experience some delay in their receipt of payments, since such payments will
be forwarded by the trustee to Cede & Co. Distributions with respect to         
Book-Entry Securities held through Clearstream, Luxembourg or Euroclear will be 
credited to the cash accounts of Clearstream, Luxembourg Participants or        
Euroclear Participants in accordance with the relevant system's rules and       
procedures, to the extent received by the Relevant Depositary. Such             
distributions will be subject to tax reporting in accordance with relevant      
United States tax laws and regulations. See "Material Federal Income Tax        
Consequences--Tax Treatment of Foreign Investors" and "-- Tax Consequences to   
Holders of the Notes -- Backup Withholding" herein. Because DTC can only act on 
behalf of Financial Intermediaries, the ability of a beneficial owner to pledge 
Book-Entry Securities to persons or entities that do not participate in the     
depository system, or otherwise take actions in respect of such Book-Entry      
Securities, may be limited due to the lack of physical certificates for such    
Book-Entry Securities. In addition, issuance of the Book-Entry Securities in    
book-entry form may reduce the liquidity of such securities in the secondary    
market since certain potential investors may be unwilling to purchase securities
for which they cannot obtain physical certificates.                             

      Monthly and annual reports on the Trust provided to Cede & Co., as nominee
of DTC, may be made available to beneficial owners upon request, in accordance  
with the rules, regulations and procedures creating and affecting DTC or the    
Depositary, and to the Financial Intermediaries to whose DTC accounts the       
Book-Entry Securities of such beneficial owners are credited.                   

    DTC has advised the trustee that, unless and until Definitive securities
are issued, DTC will take any action permitted to be taken by the holders of the
Book-Entry Securities under the Pooling and Servicing Agreement or Master       
Servicing Agreement, as applicable, only at the direction of one or more        
Financial Intermediaries to whose DTC accounts the Book-Entry Securities are    
credited, to the extent that such actions are taken on behalf of Financial      
Intermediaries whose holdings include such Book-Entry Securities. Clearstream,  
Luxembourg or the Euroclear Operator, as the case may be, will take any other   
action permitted to be taken by a holder of a Book-Entry Security under the     
Pooling and Servicing Agreement or Master Servicing Agreement, as applicable on 
behalf of a Clearstream, Luxembourg Participant or Euroclear Participant only in
accordance with its relevant rules and procedures and subject to the ability of 
the Relevant Depositary to effect such actions on its behalf through DTC. DTC   
may take actions, at the direction of the related Participants, with respect to 
some Book-Entry Securities which conflict with actions taken with respect to    
other Book-Entry Securities.                                                    

Definitive Securities will be issued to beneficial owners of the    
Book-Entry Securities, or their nominees, rather than to DTC, only if (a) DTC or
the Depositor advises the trustee in writing that DTC is no longer willing,     
qualified or able to discharge properly its responsibilities as nominee and     
depositary                                                                      

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with respect to the Book-Entry Securities and the depositor or the trustee is   
unable to locate a qualified successor or (b) after the occurrence of an Event  
of Default, beneficial owners having not less than 51% of the voting rights     
evidenced by the Book-Entry Securities advise the trustee and DTC through the   
Financial Intermediaries and the DTC participants in writing that the           
continuation of a book-entry system through DTC (or a successor thereto) is no  
longer in the best interests of beneficial owners of such class.                

 Upon the occurrence of any of the events described in the immediately
preceding paragraph, the trustee will be required to notify all beneficial      
owners of the occurrence of such event and the availability through DTC of      
Definitive Securities. Upon surrender by DTC of the global certificate or       
certificates representing the Book-Entry Securities and instructions for        
re-registration, the trustee will issue Definitive Securities, and thereafter   
the trustee will recognize the holders of such Definitive Securities as         
securityholders under the Pooling and Servicing Agreement or Master Servicing   
Agreement, as applicable.                                                       

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

   None of the master servicer, the depositor or the trustee will have any
responsibility for any aspect of the records relating to or payments made on    
account of beneficial ownership interests of the Book-Entry Securities held by  
Cede & Co., as nominee of DTC, or for maintaining, supervising or reviewing any 
records relating to such beneficial ownership interests.                        

Credit Enhancement

General                                                                         

     Credit enhancement may be provided with respect to one or more classes of
a series of securities or with respect to the related Trust Fund Assets. Credit 
enhancement may be in the form of a limited financial guaranty policy issued by 
an entity named in the related prospectus supplement, the subordination of one  
or more classes of the securities of such series, the establishment of one or   
more reserve funds, the use of a cross-collateralization feature, use of a      
mortgage pool insurance policy, FHA Insurance, VA Guarantee, bankruptcy bond,   
special hazard insurance policy, surety bond, letter of credit, guaranteed      
investment contract, overcollateralization, or another method of credit         
enhancement contemplated herein and described in the related prospectus         
supplement, or any combination of the foregoing. The applicable prospectus      
supplement may provide for credit enhancement which covers all the classes of   
securities, but if it does not, credit enhancement will not provide protection  
against all risks of loss and will not guarantee repayment of the entire        
principal balance of the securities and interest thereon. If losses occur which 
exceed the amount covered by credit enhancement or which are not covered by the 
credit enhancement, securityholders will bear their allocable share of any      
deficiencies.                                                                   

Subordination                                                                   

     If so specified in the related prospectus supplement, protection afforded
to holders of one or more classes of securities of a series by means of the     
subordination feature may be accomplished by the preferential right of holders  
of one or more other classes of such series (the "Senior Securities") to        
distributions in respect of scheduled principal, Principal Prepayments, interest
or any combination thereof that otherwise would have been payable to holders of 
subordinated securities under the circumstances and to the extent specified in  
the related prospectus supplement. Protection may also be afforded to the       
holders of Senior Securities of a series by: (i) reducing the ownership interest
(if applicable) of the related subordinated securities; (ii) a combination of   
the immediately preceding sentence and clause (i) above; or (iii) as otherwise  
described in the related prospectus supplement. If so specified in the related  
prospectus supplement, delays in receipt of scheduled payments on the loans and 
losses on defaulted loans may be borne first by the various classes of          
subordinated securities and thereafter by the various classes of Senior         
Securities, in each case under the circumstances and subject to the limitations 
specified in such prospectus                                                    

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supplement. The aggregate distributions in respect of delinquent payments on the
loans over the lives of the securities or at any time, the aggregate losses in  
respect of defaulted loans which must be borne by the Subordinated Securities by
virtue of subordination and the amount of the distributions otherwise           
distributable to the Subordinated Securityholders that will be distributable to 
Senior Securityholders on any distribution date may be limited as specified in  
the related prospectus supplement. If aggregate distributions in respect of     
delinquent payments on the loans or aggregate losses in respect of such loans   
were to exceed an amount specified in the related prospectus supplement, holders
of Senior Securities would experience losses on the securities.                 

      In addition to or in lieu of the foregoing, if so specified in the related
prospectus supplement, all or any portion of distributions otherwise payable to 
holders of Subordinated Securities on any distribution date may instead be      
deposited into one or more reserve funds established with the trustee or        
distributed to holders of Senior Securities. Such deposits may be made on each  
distribution date, for specified periods or until the balance in the reserve    
fund has reached a specified amount and, following payments from the reserve    
fund to holders of Senior Securities or otherwise, thereafter to the extent     
necessary to restore the balance in the reserve fund to required levels, in each
case as specified in the related prospectus supplement. Amounts on deposit in   
the reserve fund may be released to the holders of certain classes of securities
at the times and under the circumstances specified in such prospectus           
supplement.                                                                     

 If specified in the related prospectus supplement, various classes of
Senior Securities and Subordinated Securities may themselves be subordinate in  
their right to receive certain distributions to other classes of Senior and     
Subordinated Securities, respectively, through a cross-collateralization        
mechanism or otherwise.                                                         

As between classes of Senior Securities and as between classes of   
Subordinated Securities, distributions may be allocated among such classes (i)  
in the order of their scheduled final distribution dates, (ii) in accordance    
with a schedule or formula, (iii) in relation to the occurrence of events, or   
(iv) otherwise, in each case as specified in the related prospectus supplement. 
As between classes of Subordinated Securities, payments to holders of Senior    
Securities on account of delinquencies or losses and payments to any reserve    
fund will be allocated as specified in the related prospectus supplement.       

Letter of Credit                                                                

     The letter of credit, if any, with respect to a series of securities will
be issued by the bank or financial institution specified in the related         
prospectus supplement (the "L/C Bank"). Under the letter of credit, the L/C Bank
will be obligated to honor drawings thereunder in an aggregate fixed dollar     
amount, net of unreimbursed payments thereunder, equal to the percentage        
specified in the related prospectus supplement of the aggregate principal       
balance of the loans on the related cut-off date or of one or more Classes of   
securities (the "L/C Percentage"). If so specified in the related prospectus    
supplement, the letter of credit may permit drawings in the event of losses not 
covered by insurance policies or other credit support, such as losses arising   
from damage not covered by standard hazard insurance policies, losses resulting 
from the bankruptcy of a borrower and the application of certain provisions of  
the federal Bankruptcy Code, or losses resulting from denial of insurance       
coverage due to misrepresentations in connection with the origination of a loan.
The amount available under the letter of credit will, in all cases, be reduced  
to the extent of the unreimbursed payments thereunder. The obligations of the   
L/C Bank under the letter of credit for each series of securities will expire at
the earlier of the date specified in the related prospectus supplement or the   
termination of the trust fund. See "The Agreements -- Termination: Optional     
Termination." A copy of the letter of credit for a series, if any, will be filed
with the Securities and Exchange Commission (the "SEC") as an exhibit to a      
Current Report on Form 8-K to be filed within 15 days of issuance of the        
securities of the related series.                                               

Insurance Policies, Surety Bonds and Guaranties                                 

   If so provided in the prospectus supplement for a series of securities,
deficiencies in amounts otherwise payable on such securities or certain classes 
thereof will be covered by insurance policies and/or                            

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surety bonds provided by one or more insurance companies or sureties. Such      
instruments may cover, with respect to one or more classes of securities of the 
related series, timely distributions of interest and/or full distributions of   
principal on the basis of a schedule of principal distributions set forth in or 
determined in the manner specified in the related prospectus supplement. In     
addition, if specified in the related prospectus supplement, a trust fund may   
also include bankruptcy bonds, special hazard insurance policies, other         
insurance or guaranties for the purpose of (i) maintaining timely payments or   
providing additional protection against losses on the assets included in such   
trust fund, (ii) paying administrative expenses or (iii) establishing a minimum 
reinvestment rate on the payments made in respect of such assets or principal   
payment rate on such assets. Such arrangements may include agreements under     
which securityholders are entitled to receive amounts deposited in various      
accounts held by the trustee upon the terms specified in such prospectus        
supplement. A copy of any such instrument for a series will be filed with the   
SEC as an exhibit to a Current Report on Form 8-K to be filed with the SEC      
within 15 days of issuance of the securities of the related series.             

Over-Collateralization                                                          

     If so provided in the prospectus supplement for a series of securities, a
portion of the interest payment on each loan may be applied as an additional    
distribution in respect of principal to reduce the principal balance of a       
certain class or classes of securities and, thus, accelerate the rate of payment
of principal on such class or classes of securities. Reducing the principal     
balance of the securities without a corresponding reduction in the principal    
balance of the underlying Trust Fund Assets will result in                      
over-collateralization.                                                         

Reserve Accounts                                                                

  If specified in the related prospectus supplement, credit support with
respect to a series of securities will be provided by the establishment and     
maintenance with the trustee for such series of securities, in trust, of one or 
more reserve funds for such series. The related prospectus supplement will      
specify whether or not any such reserve funds will be included in the trust fund
for such series.                                                                

      The reserve fund for a series will be funded (i) by the deposit therein of
cash, United States Treasury securities, instruments evidencing ownership of    
principal or interest payments thereon, letters of credit, demand notes,        
certificates of deposit or a combination thereof in the aggregate amount        
specified in the related prospectus supplement, (ii) by the deposit therein from
time to time of certain amounts, as specified in the related prospectus         
supplement to which the Subordinate Securityholders, if any, would otherwise be 
entitled or (iii) in such other manner as may be specified in the related       
prospectus supplement.                                                          

    Any amounts on deposit in the reserve fund and the proceeds of any other
instrument upon maturity will be held in cash or will be invested in "Permitted 
Investments" which may include                                                  

            (i) obligations of the United States or any agency thereof, provided
  such obligations are backed by the full faith and credit of the United
States;                                                             

          (ii) general obligations of or obligations guaranteed by any state
  of the United States or the District of Columbia receiving the highest
    long-term debt rating of each Rating Agency rating the related series of
   securities, or such lower rating as each Rating Agency has confirmed in
writing is sufficient for the ratings originally assigned to such   
securities by each such Rating Agency;                              

            (iii) commercial paper issued by Countrywide Home Loans, Inc. or any
    of its affiliates; provided that such commercial paper is rated no lower
than the rating specified in the related prospectus supplement;     

            (iv) commercial or finance company paper which is then receiving the
  highest commercial or finance company paper rating of each such Rating
Agency, or such lower rating as each Rating Agency has confirmed in 
writing is sufficient for the ratings originally assigned to such   
securities by each such Rating Agency;                              

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         (v) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company   
    incorporated under the laws of the United States or of any state thereof
      and subject to supervision and examination by federal and/or state banking
      authorities, provided that the commercial paper and/or long term unsecured
   debt obligations of such depository institution or trust company (or in
 the case of the principal depository institution in a holding company
   system, the commercial paper or long-term unsecured debt obligations of
such holding company, but only if Moody's Investors Service, Inc.   
     ("Moody's") is not a Rating Agency) are then rated one of the two highest
   long-term and the highest short-term ratings of each such Rating Agency
for such securities, or such lower rating as each Rating Agency has 
     confirmed in writing is sufficient for the ratings originally assigned to
such securities by each such Rating Agency;                         

         (vi) demand or time deposits or certificates of deposit issued by
    any bank or trust company or savings institution to the extent that such
deposits are fully insured by the FDIC;                             

    (vii) guaranteed reinvestment agreements issued by any bank,
 insurance company or other corporation containing, at the time of the
issuance of such agreements, such terms and conditions confirmed in 
writing are sufficient for the rating originally assigned to such   
securities by any such Rating Agency;                               

            (viii) repurchase obligations with respect to any security described
in clauses (i) and (ii) above, in either case entered into with a   
      depository institution or trust company (acting as principal) described in
clause (v) above;                                                   

       (ix) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of 115% of the face amount
     thereof) bearing interest or sold at a discount issued by any corporation
 incorporated under the laws of the United States or any state thereof
      which, at the time of such investment, have one of the two highest ratings
      of each Rating Agency (except if the Rating Agency is Moody's, such rating
shall be the highest commercial paper rating of Moody's for any such
    securities), or such lower rating confirmed in writing is sufficient for
the rating originally assigned to such securities by any such Rating
  Agency, as evidenced by a signed writing delivered by each such Rating
Agency;                                                             

   (x) interests in any money market fund which at the date of
  acquisition of the interests in such fund and throughout the time such
     interests are held in such fund has the highest applicable rating by each
such Rating Agency or such lower rating or such lower rating as each
Rating Agency has confirmed in writing is sufficient for the ratings
originally assigned to such securities by each such Rating Agency;  

          (xi) short term investment funds sponsored by any trust company or
  national banking association incorporated under the laws of the United
 States or any state thereof which on the date of acquisition has been
   rated by each such Rating Agency in their respective highest applicable
    rating category or such lower rating as each Rating Agency has confirmed
in writing is sufficient for the ratings originally assigned to such
securities by each such Rating Agency; and                          

           (xii) such other investments having a specified stated maturity and
      bearing interest or sold at a discount acceptable to each Rating Agency as
will not result in the downgrading or withdrawal of the rating then 
    assigned to such securities by any such Rating Agency, as evidenced by a
signed writing delivered by each such Rating Agency, and reasonably 
      acceptable to the NIM Insurer as evidence by a signed writing delivered by
  the NIM Insurer; provided that no such instrument shall be a Permitted
      Investment if such instrument evidences the right to receive interest only
    payments with respect to the obligations underlying such instrument; and
   provided, further, that no investment specified in clause (x) or clause
     (xi) above shall be a Permitted Investment for any pre-funding account or
any related Capitalized Interest Account.                           

If a letter of credit is deposited with the trustee, that letter of credit will 
be irrevocable and will name the trustee, in its capacity as trustee for the    
holders of the securities, as beneficiary and will be issued by an entity       
acceptable to each Rating Agency that rates the securities of the related       
series. Additional                                                              

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information with respect to such instruments deposited in the reserve funds will
be set forth in the related prospectus supplement.                              

     Any amounts so deposited and payments on instruments so deposited will be
available for withdrawal from the reserve fund for distribution to the holders  
of securities of the related series for the purposes, in the manner and at the  
times specified in the related prospectus supplement.                           

Pool Insurance Policies                                                         

If specified in the related prospectus supplement, a separate pool  
insurance policy ("Pool Insurance Policy") will be obtained for the pool and    
issued by the insurer (the "Pool Insurer") named in such prospectus supplement. 
Each Pool Insurance Policy will, subject to the limitations described below,    
cover loss by reason of default in payment on loans in the pool in an amount    
equal to a percentage specified in such prospectus supplement of the aggregate  
principal balance of such loans on the cut-off date which are not covered as to 
their entire outstanding principal balances by Primary Mortgage Insurance       
Policies. As more fully described below, the master servicer will present claims
thereunder to the Pool Insurer on behalf of itself, the trustee and the holders 
of the securities of the related series. The Pool Insurance Policies, however,  
are not blanket policies against loss, since claims thereunder may only be made 
respecting particular defaulted loans and only upon satisfaction of certain     
conditions precedent described below. The applicable prospectus supplement may  
provide for the extent of coverage provided by the related Pool Insurance       
Policy, but if it does not, the Pool Insurance Policies will not cover losses   
due to a failure to pay or denial of a claim under a Primary Mortgage Insurance 
Policy.                                                                         

   The applicable prospectus supplement may provide for the conditions for
the presentation of claims under a Pool Insurance Policy, but if it does not,   
the Pool Insurance Policy will provide that no claims may be validly presented  
unless (i) any required Primary Mortgage Insurance Policy is in effect for the  
defaulted loan and a claim thereunder has been submitted and settled; (ii)      
hazard insurance on the related Property has been kept in force and real estate 
taxes and other protection and preservation expenses have been paid; (iii) if   
there has been physical loss or damage to the Property, it has been restored to 
its physical condition (reasonable wear and tear excepted) at the time of       
issuance of the policy; and (iv) the insured has acquired good and merchantable 
title to the Property free and clear of liens except certain permitted          
encumbrances. Upon satisfaction of these conditions, the Pool Insurer will have 
the option either (a) to purchase the property securing the defaulted loan at a 
price equal to the principal balance thereof plus accrued and unpaid interest at
the Loan Rate to the date of such purchase and certain expenses incurred by the 
master servicer on behalf of the trustee and securityholders, or (b) to pay the 
amount by which the sum of the principal balance of the defaulted loan plus     
accrued and unpaid interest at the Loan Rate to the date of payment of the claim
and the aforementioned expenses exceeds the proceeds received from an approved  
sale of the Property, in either case net of certain amounts paid or assumed to  
have been paid under the related Primary Mortgage Insurance Policy. If any      
Property securing a defaulted loan is damaged and proceeds, if any, from the    
related hazard insurance policy or the applicable special hazard insurance      
policy are insufficient to restore the damaged Property to a condition          
sufficient to permit recovery under the Pool Insurance Policy, the master       
servicer will not be required to expend its own funds to restore the damaged    
Property unless it determines that (i) such restoration will increase the       
proceeds to securityholders on liquidation of the loan after reimbursement of   
the master servicer for its expenses and (ii) such expenses will be recoverable 
by it through proceeds of the sale of the Property or proceeds of the related   
Pool Insurance Policy or any related Primary Mortgage Insurance Policy.         

 The applicable prospectus supplement may provide for a Pool Insurance
Policy covering losses resulting from defaults, but if it does not, the Pool    
Insurance Policy will not insure (and many Primary Mortgage Insurance Policies  
do not insure) against loss sustained by reason of a default arising from, among
other things,                                                                   

o     fraud or negligence in the origination or servicing of a loan,
      including misrepresentation by the borrower, the originator or
persons involved in the origination thereof, or         

o     failure to construct a Property in accordance with plans and  
specifications.                                         

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A failure of coverage attributable to one of the foregoing events might result  
in a breach of the related seller's representations described above, and, in    
such events might give rise to an obligation on the part of such seller to      
repurchase the defaulted loan if the breach cannot be cured by such seller. No  
Pool Insurance Policy will cover (and many Primary Mortgage Insurance Policies  
do not cover) a claim in respect of a defaulted loan occurring when the servicer
of such loan, at the time of default or thereafter, was not approved by the     
applicable insurer.                                                             

 The applicable prospectus supplement may provide for a Pool Insurance
Policy featuring a fixed amount of coverage over the life of the policy, but if 
it does not, the original amount of coverage under each Pool Insurance Policy   
will be reduced over the life of the related securities by the aggregate dollar 
amount of claims paid less the aggregate of the net amounts realized by the Pool
Insurer upon disposition of all foreclosed properties. The applicable prospectus
supplement may provide for the exclusion of specified expenses from the coverage
of the Pool Insurance Policy, but if it does not, the amount of claims paid will
include certain expenses incurred by the master servicer as well as accrued     
interest on delinquent loans to the date of payment of the claim. Accordingly,  
if aggregate net claims paid under any Pool Insurance Policy reach the original 
policy limit, coverage under that Pool Insurance Policy will be exhausted and   
any further losses will be borne by the related securityholders.                

Financial Instruments                                                           

 If specified in the related prospectus supplement, the trust fund may
include one or more swap arrangements or other financial instruments that are   
intended to meet the following goals:                                           

   o     to convert the payments on some or all of the mortgage loans from
      fixed to floating payments, or from floating to fixed, or from
         floating based on a particular index to floating based on another
index;                                                  

      o     to provide payments in the event that any index rises above or falls
below specified levels; or                              

    o     to provide protection against interest rate changes, certain types
            of losses, including reduced market value, or the payment shortfalls
to one or more classes of the related series.           

If a trust fund includes financial instruments of this type, the    
instruments may be structured to be exempt from the registration requirements of
the Securities Act of 1933, as amended.                                         

Cross Support                                                                   

If specified in the related prospectus supplement, the beneficial   
ownership of separate groups of assets included in a trust fund may be evidenced
by separate classes of the related series of securities. In that case, credit   
support may be provided by a cross support feature that requires that           
distributions be made on securities evidencing a beneficial ownership interest  
in other asset groups within the same trust fund. The related prospectus        
supplement for a series that includes a cross support feature will describe the 
manner and conditions for applying the cross support feature.                   

    If specified in the related prospectus supplement, the coverage provided
by one or more forms of credit support may apply concurrently to two or more    
related trust funds. If applicable, the related prospectus supplement will      
identify the trust funds to which the credit support relates and the manner of  
determining the amount of the coverage provided by it and of the application of 
the coverage to the identified trust funds.                                     

 Yield and Prepayment Considerations

    The yields to maturity and weighted average lives of the securities will
be affected primarily by the amount and timing of principal payments received on
or in respect of the Trust Fund Assets included in the related trust fund. The  
original terms to maturity of the loans in a given pool will vary depending upon
the type of loans included therein. Each prospectus supplement will contain     
information with respect to the type and maturities of the loans in the related 
pool. The related prospectus supplement will specify the                        

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circumstances, if any, under which the related loans will be subject to         
prepayment penalties. The prepayment experience on the loans in a pool will     
affect the weighted average life of the related series of securities.           

      The rate of prepayment on the loans cannot be predicted. Home equity loans
and home improvement loan contracts have been originated in significant volume  
only during the past few years and the depositor is not aware of any publicly   
available studies or statistics on the rate of prepayment of such loans.        
Generally, home equity loans and home improvement loan contracts are not viewed 
by borrowers as permanent financing. Accordingly, such loans may experience a   
higher rate of prepayment than traditional first mortgage loans. On the other   
hand, because home equity loans such as the revolving credit line loans         
generally are not fully amortizing, the absence of voluntary borrower           
prepayments could cause rates of principal payments lower than, or similar to,  
those of traditional fully-amortizing first mortgage loans. The prepayment      
experience of the related trust fund may be affected by a wide variety of       
factors, including general economic conditions, prevailing interest rate levels,
the availability of alternative financing, homeowner mobility and the frequency 
and amount of any future draws on any revolving credit line loans. Other factors
that might be expected to affect the prepayment rate of a pool of home equity   
mortgage loans or home improvement loan contracts include the amounts of, and   
interest rates on, the underlying senior mortgage loans, and the use of first   
mortgage loans as long-term financing for home purchase and subordinate mortgage
loans as shorter-term financing for a variety of purposes, including home       
improvement, education expenses and purchases of consumer durables such as      
automobiles. Accordingly, such loans may experience a higher rate of prepayment 
than traditional fixed-rate mortgage loans. In addition, any future limitations 
on the right of borrowers to deduct interest payments on home equity loans for  
federal income tax purposes may further increase the rate of prepayments of the 
loans. The enforcement of a "due-on-sale" provision (as described below) will   
have the same effect as a prepayment of the related loan. See "Certain Legal    
Aspects of the Loans -- Due-on-Sale Clauses." The yield to an investor who      
purchases securities in the secondary market at a price other than par will vary
from the anticipated yield if the rate of prepayment on the loans is actually   
different than the rate anticipated by such investor at the time such securities
were purchased.                                                                 

    Collections on revolving credit line loans may vary because, among other
things, borrowers may (i) make payments during any month as low as the minimum  
monthly payment for such month or, during the interest-only period for certain  
revolving credit line loans and, in more limited circumstances, closed- end     
loans, with respect to which an interest-only payment option has been selected, 
the interest and the fees and charges for such month or (ii) make payments as   
high as the entire outstanding principal balance plus accrued interest and the  
fees and charges thereon. It is possible that borrowers may fail to make the    
required periodic payments. In addition, collections on the loans may vary due  
to seasonal purchasing and the payment habits of borrowers.                     

 Generally, all conventional loans will contain due-on-sale provisions
permitting the mortgagee to accelerate the maturity of the loan upon sale or    
certain transfers by the borrower of the related Property. Loans insured by the 
FHA, and single family loans partially guaranteed by the VA, are assumable with 
the consent of the FHA and the VA, respectively. Thus, the rate of prepayments  
on such loans may be lower than that of conventional loans bearing comparable   
interest rates. The master servicer generally will enforce any due-on-sale or   
due-on-encumbrance clause, to the extent it has knowledge of the conveyance or  
further encumbrance or the proposed conveyance or proposed further encumbrance  
of the Property and reasonably believes that it is entitled to do so under      
applicable law; provided, however, that the master servicer will not take any   
enforcement action that would impair or threaten to impair any recovery under   
any related insurance policy. See "The Agreements -- Collection Procedures" and 
"Certain Legal Aspects of the Loans" for a description of certain provisions of 
each Agreement and certain legal developments that may affect the prepayment    
experience on the loans.                                                        

   The rate of prepayments with respect to conventional mortgage loans has
fluctuated significantly in recent years. In general, if prevailing rates fall  
significantly below the Loan Rates borne by the loans, such loans are more      
likely to be subject to higher prepayment rates than if prevailing interest     
rates remain at or above such Loan Rates. Conversely, if prevailing interest    
rates rise appreciably above the Loan Rates                                     

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borne by the loans, such loans are more likely to experience a lower prepayment 
rate than if prevailing rates remain at or below such Loan Rates. However, there
can be no assurance that such will be the case.                                 

      When a full prepayment is made on a loan, the borrower is charged interest
on the principal amount of the loan so prepaid only for the number of days in   
the month actually elapsed up to the date of the prepayment, rather than for a  
full month. The effect of prepayments in full will be to reduce the amount of   
interest passed through or paid in the following month to holders of securities 
because interest on the principal amount of any loan so prepaid will generally  
be paid only to the date of prepayment. Partial prepayments in a given month may
be applied to the outstanding principal balances of the loans so prepaid on the 
first day of the month of receipt or the month following receipt. In the latter 
case, partial prepayments will not reduce the amount of interest passed through 
or paid in such month. The applicable prospectus supplement may specify when    
prepayments are passed through to securityholders, but if it does not, neither  
full nor partial prepayments will be passed through or paid until the month     
following receipt.                                                              

      Even assuming that the Properties provide adequate security for the loans,
substantial delays could be encountered in connection with the liquidation of   
defaulted loans and corresponding delays in the receipt of related proceeds by  
securityholders could occur. An action to foreclose on a Property securing a    
loan is regulated by state statutes and rules and is subject to many of the     
delays and expenses of other lawsuits if defenses or counterclaims are          
interposed, sometimes requiring several years to complete. Furthermore, in some 
states an action to obtain a deficiency judgment is not permitted following a   
nonjudicial sale of a property. In the event of a default by a borrower, these  
restrictions among other things, may impede the ability of the master servicer  
to foreclose on or sell the Property or to obtain liquidation proceeds          
sufficient to repay all amounts due on the related loan. In addition, the master
servicer will be entitled to deduct from related liquidation proceeds all       
expenses reasonably incurred in attempting to recover amounts due on defaulted  
loans and not yet repaid, including payments to senior lienholders, legal fees  
and costs of legal action, real estate taxes and maintenance and preservation   
expenses.                                                                       

      Liquidation expenses with respect to defaulted mortgage loans generally do
not vary directly with the outstanding principal balance of the loan at the time
of default. Therefore, assuming that a servicer took the same steps in realizing
upon a defaulted mortgage loan having a small remaining principal balance as it 
would in the case of a defaulted mortgage loan having a large remaining         
principal balance, the amount realized after expenses of liquidation would be   
smaller as a percentage of the remaining principal balance of the small mortgage
loan than would be the case with the other defaulted mortgage loan having a     
large remaining principal balance.                                              

      Applicable state laws generally regulate interest rates and other charges,
require certain disclosures, and require licensing of certain originators and   
servicers of loans. In addition, most have other laws, public policy and general
principles of equity relating to the protection of consumers, unfair and        
deceptive practices and practices which may apply to the origination, servicing 
and collection of the loans. Depending on the provisions of the applicable law  
and the specific facts and circumstances involved, violations of these laws,    
policies and principles may limit the ability of the master servicer to collect 
all or part of the principal of or interest on the loans, may entitle the       
borrower to a refund of amounts previously paid and, in addition, could subject 
the master servicer to damages and administrative sanctions.                    

     If the rate at which interest is passed through or paid to the holders of
securities of a series is calculated on a loan-by-loan basis, disproportionate  
principal prepayments among loans with different Loan Rates will affect the     
yield on such securities. In most cases, the effective yield to securityholders 
will be lower than the yield otherwise produced by the applicable Pass-Through  
Rate or interest rate and purchase price, because while interest will generally 
accrue on each loan from the first day of the month, the distribution of such   
interest will not be made earlier than the month following the month of accrual.

Under certain circumstances, the master servicer, the holders of the
residual interests in a REMIC or any person specified in the related prospectus 
supplement may have the option to purchase the assets of a trust fund thereby   
effecting earlier retirement of the related series of securities. See "The      
Agreements -- Termination; Optional Termination".                               

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     The relative contribution of the various factors affecting prepayment may
vary from time to time. There can be no assurance as to the rate of payment of  
principal of the Trust Fund Assets at any time or over the lives of the         
securities.                                                                     

     The prospectus supplement relating to a series of securities will discuss
in greater detail the effect of the rate and timing of principal payments       
(including prepayments), delinquencies and losses on the yield, weighted average
lives and maturities of such securities.                                        

The Agreements

Set forth below is a description of the material provisions of each 
Agreement which are not described elsewhere in this prospectus. The description 
is subject to, and qualified in its entirety by reference to, the provisions of 
each Agreement. Where particular provisions or terms used in the Agreements are 
referred to, such provisions or terms are as specified in the Agreements.       

Assignment of the Trust Fund Assets                                             

   Assignment of the Loans. At the time of issuance of the securities of a
series, the depositor will cause the loans comprising the related trust fund to 
be assigned to the trustee, without recourse, together with all principal and   
interest received by or on behalf of the depositor on or with respect to such   
loans after the cut-off date, other than principal and interest due on or before
the cut-off date and other than any Retained Interest specified in the related  
prospectus supplement. The trustee will, concurrently with such assignment,     
deliver such securities to the depositor in exchange for the loans. Each loan   
will be identified in a schedule appearing as an exhibit to the related         
Agreement. Such schedule will include information as to the outstanding         
principal balance of each loan after application of payments due on or before   
the cut-off date, as well as information regarding the Loan Rate or APR, the    
maturity of the loan, the Loan-to-Value Ratios or Combined Loan-to-Value Ratios,
as applicable, at origination and certain other information.                    

    In addition, the depositor will also deliver or cause to be delivered to
the trustee (or to the custodian) for each single family loan, multifamily loan 
or home equity loan,                                                            

     o     the mortgage note or contract endorsed without recourse in blank or
to the order of the trustee,                            

  o     the mortgage, deed of trust or similar instrument (a "Mortgage")
    with evidence of recording indicated thereon (except for any
        Mortgage not returned from the public recording office, in which
          case the depositor will deliver or cause to be delivered a copy of
           such Mortgage together with a certificate that the original of such
Mortgage was delivered to such recording office),       

     o     an assignment of the Mortgage to the trustee, which assignment will
       be in recordable form in the case of a Mortgage assignment, and

      o     any other security documents, including those relating to any senior
     interests in the Property, as may be specified in the related
prospectus supplement or the related Agreement.         

The applicable prospectus supplement may provide other arrangements for assuring
the priority of assignments, but if it does not, the depositor will promptly    
cause the assignments of the related loans to be recorded in the appropriate    
public office for real property records, except in states in which, in the      
opinion of counsel acceptable to the trustee, such recording is not required to 
protect the trustee's interest in such loans against the claim of any subsequent
transferee or any successor to or creditor of the depositor or the originator of
such loans.                                                                     

    With respect to any loans that are cooperative loans, the depositor will
cause to be delivered to the trustee the related original cooperative note      
endorsed without recourse in blank or to the order of the trustee, the original 
security agreement, the proprietary lease or occupancy agreement, the           
recognition agreement, an executed financing agreement and the relevant stock   
certificate, related blank stock powers and any other document specified in the 
related prospectus supplement. The depositor will cause to be                   

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filed in the appropriate office an assignment and a financing statement         
evidencing the trustee's security interest in each cooperative loan.            

The applicable prospectus supplement may provide for the depositor's
delivery obligations in connection with home improvement loan contracts, but if 
it does not, the depositor will as to each home improvement loan contract,      
deliver or cause to be delivered to the trustee the original home improvement   
loan contract and copies of documents and instruments related to each home      
improvement contract and the security interest in the Property securing such    
home improvement loan contract. In general, it is expected that the home        
improvement loan contracts will not be stamped or otherwise marked to reflect   
their assignment to the trustee. Therefore, if, through negligence, fraud or    
otherwise, a subsequent purchaser were able to take physical possession of the  
home improvement loan contracts without notice of such assignment, the interest 
of securityholders in the home improvement loan contracts could be defeated. See
"Certain Legal Aspects of the Loans -- The Home Improvement Loan Contracts."    

     The trustee (or the custodian) will review such loan documents within the
time period specified in the related prospectus supplement after receipt        
thereof, and the trustee will hold such documents in trust for the benefit of   
the related securityholders. Generally, if the document is found to be missing  
or defective in any material respect, the trustee (or the custodian) will notify
the master servicer and the depositor, and the master servicer will notify the  
related seller. If the seller cannot cure the omission or defect within the time
period specified in the related prospectus supplement after receipt of such     
notice, the seller will be obligated to either purchase the related loan from   
the trust fund at the Purchase Price or if so specified in the related          
prospectus supplement, remove such loan from the trust fund and substitute in   
its place one or more other loans that meet certain requirements set forth      
therein. There can be no assurance that a seller will fulfill this purchase or  
substitution obligation. Although the master servicer may be obligated to       
enforce such obligation to the extent described above under "Loan Program --    
Representations by Sellers; Repurchases," neither the master servicer nor the   
depositor will be obligated to purchase or replace such loan if the seller      
defaults on its obligation, unless such breach also constitutes a breach of the 
representations or warranties of the master servicer or the depositor, as the   
case may be. The applicable prospectus supplement may provide other remedies,   
but if it does not, this obligation to cure, purchase or substitute constitutes 
the sole remedy available to the securityholders or the trustee for omission of,
or a material defect in, a constituent document.                                

The trustee will be authorized to appoint a custodian pursuant to a 
custodial agreement to maintain possession of and, if applicable, to review the 
documents relating to the loans as agent of the trustee.                        

The master servicer will make certain representations and warranties
regarding its authority to enter into, and its ability to perform its           
obligations under, the Agreement. Upon a breach of any such representation of   
the master servicer which materially and adversely affects the interests of the 
securityholders in a loan, the master servicer will be obligated either to cure 
the breach in all material respects or to purchase (at the Purchase Price) or if
so specified in the related prospectus supplement, replace the loan. The        
applicable prospectus supplement may provide other remedies, but if it does not,
this obligation to cure, purchase or substitute constitutes the sole remedy     
available to the securityholders or the trustee for such a breach of            
representation by the master servicer.                                          

      Notwithstanding the foregoing provisions, with respect to a trust fund for
which a REMIC election is to be made, no purchase or substitution of a loan will
be made if such purchase or substitution would result in a prohibited           
transaction tax under the Code.                                                 

Payments On Loans; Deposits to Security Account                                 

      The master servicer will establish and maintain or cause to be established
and maintained with respect to the related trust fund a separate account or     
accounts for the collection of payments on the related Trust Fund Assets in the 
trust fund (the "Security Account"). The applicable prospectus supplement may   
provide for other requirements for the Security Account, but if it does not, the
Security Account must be either (i) maintained with a depository institution the
debt obligations of which (or in the case of a depository institution that is   
the principal subsidiary of a holding company, the obligations of               

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which) are rated in one of the two highest rating categories by the Rating      
Agency or Rating Agencies that rated one or more classes of the related series  
of securities, (ii) an account or accounts the deposits in which are fully      
insured by either the Bank Insurance Fund (the "BIF") of the FDIC or the Savings
Association Insurance Fund (as successor to the Federal Savings and Loan        
Insurance Corporation ("SAIF")), (iii) an account or accounts the deposits in   
which are insured by the BIF or SAIF (to the limits established by the FDIC),   
and the uninsured deposits in which are otherwise secured such that, as         
evidenced by an opinion of counsel, the securityholders have a claim with       
respect to the funds in the security account or a perfected first priority      
security interest against any collateral securing such funds that is superior to
the claims of any other depositors or general creditors of the depository       
institution with which the Security Account is maintained, or (iv) an account or
accounts otherwise acceptable to each Rating Agency. The collateral eligible to 
secure amounts in the Security Account is limited to Permitted Investments. A   
Security Account may be maintained as an interest bearing account or the funds  
held therein may be invested pending each succeeding distribution date in       
Permitted Investments. To the extent provided in the related prospectus         
supplement, the master servicer or its designee will be entitled to receive any 
such interest or other income earned on funds in the Security Account as        
additional compensation and will be obligated to deposit in the Security Account
the amount of any loss immediately as realized. The Security Account may be     
maintained with the master servicer or with a depository institution that is an 
affiliate of the master servicer, provided it meets the standards set forth     
above.                                                                          

     The master servicer will deposit or cause to be deposited in the Security
Account for each trust fund, to the extent applicable and unless otherwise      
specified in the Agreement, the following payments and collections received or  
advances made by or on behalf of it subsequent to the cut-off date (other than  
payments due on or before the cut-off date and exclusive of any amounts         
representing Retained Interest):                                                

o     all payments on account of principal, including Principal     
           Prepayments and, if specified in the related prospectus supplement,
any applicable prepayment penalties, on the loans;      

     o     all payments on account of interest on the loans, net of applicable
servicing compensation;                                 

o     all proceeds (net of unreimbursed payments of property taxes, 
           insurance premiums and similar items ("Insured Expenses") incurred,
          and unreimbursed advances made, by the master servicer, if any) of
        the hazard insurance policies and any Primary Mortgage Insurance
    Policies, to the extent such proceeds are not applied to the
   restoration of the property or released to the Mortgagor in
         accordance with the master servicer's normal servicing procedures
            (collectively, "Insurance Proceeds") and all other cash amounts (net
           of unreimbursed expenses incurred in connection with liquidation or
            foreclosure ("Liquidation Expenses") and unreimbursed advances made,
           by the master servicer, if any) received and retained in connection
            with the liquidation of defaulted loans, by foreclosure or otherwise
            ("Liquidation Proceeds"), together with any net proceeds received on
            a monthly basis with respect to any properties acquired on behalf of
          the securityholders by foreclosure or deed in lieu of foreclosure;

      o     all proceeds of any loan or property in respect thereof purchased by
           the master servicer, the depositor or any seller as described under
        "Loan Program -- Representations by Sellers; Repurchases" or "--
           Assignment of Trust Fund Assets" above and all proceeds of any loan
repurchased as described under "-- Termination; Optional
Termination" below;                                     

    o     all payments required to be deposited in the Security Account with
        respect to any deductible clause in any blanket insurance policy
described under "-- Hazard Insurance" below;            

o     any amount required to be deposited by the master servicer in 
         connection with losses realized on investments for the benefit of
         the master servicer of funds held in the Security Account and, to
      the extent specified in the related prospectus supplement, any
         payments required to be made by the master servicer in connection
with prepayment interest shortfalls; and                

    o     all other amounts required to be deposited in the Security Account
pursuant to the Agreement.                              

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  The master servicer (or the depositor, as applicable) may from time to
time direct the institution that maintains the Security Account to withdraw     
funds from the Security Account for the following purposes:                     

   o     to pay to the master servicer the servicing fees described in the
            related prospectus supplement, the master servicing fees (subject to
            reduction) and, as additional servicing compensation, earnings on or
     investment income with respect to funds in the amounts in the
Security Account credited thereto;                      

o     to reimburse the master servicer for advances, such right of  
       reimbursement with respect to any loan being limited to amounts
        received that represent late recoveries of payments of principal
          and/or interest on such loan (or Insurance Proceeds or Liquidation
         Proceeds with respect thereto) with respect to which such advance
was made;                                               

   o     to reimburse the master servicer for any advances previously made
      which the master servicer has determined to be nonrecoverable;

o     to reimburse the master servicer from Insurance Proceeds for  
           expenses incurred by the master servicer and covered by the related
insurance policies;                                     

   o     to reimburse the master servicer for unpaid master servicing fees
         and unreimbursed out-of-pocket costs and expenses incurred by the
        master servicer in the performance of its servicing obligations,
     such right of reimbursement being limited to amounts received
            representing late recoveries of the payments for which such advances
were made;                                              

      o     to pay to the master servicer, with respect to each loan or property
         acquired in respect thereof that has been purchased by the master
            servicer pursuant to the Agreement, all amounts received thereon and
           not taken into account in determining the principal balance of such
repurchased loan;                                       

o     to reimburse the master servicer or the depositor for expenses
incurred and reimbursable pursuant to the Agreement;    

  o     to withdraw any amount deposited in the Security Account and not
required to be deposited therein; and                   

     o     to clear and terminate the Security Account upon termination of the
Agreement.                                              

      In addition, the Agreement will generally provide that, on or prior to the
business day immediately preceding each distribution date, the master servicer  
shall withdraw from the Security Account the amount of Available Funds, to the  
extent on deposit, for deposit in an account maintained by the trustee for the  
related series of securities.                                                   

Pre-Funding Account                                                             

    If so provided in the related prospectus supplement, the master servicer
will establish and maintain an account (the "Pre-Funding Account"), in the name 
of the related trustee on behalf of the related securityholders, into which the 
depositor will deposit cash in an amount specified in the prospectus supplement 
(the "Pre-Funded Amount") on the related Closing Date. The Pre-Funding Account  
will be maintained with the trustee for the related series of securities and is 
designed solely to hold funds to be applied by such trustee during the period   
from the closing date to a date not more than a year after such closing date    
(the "Funding Period") to pay to the depositor the purchase price for loans     
purchased during such Funding Period (the "Subsequent Loans"). Monies on deposit
in the Pre-Funding Account will not be available to cover losses on or in       
respect of the related loans. The Pre-Funded Amount will not exceed 50% of the  
initial aggregate principal amount of the certificates and notes of the related 
series. The Pre-Funded Amount will be used by the related trustee to purchase   
Subsequent Loans from the depositor from time to time during the Funding Period.
The Funding Period, if any, for a trust fund will begin on the related Closing  
Date and will end on the date specified in the related prospectus supplement,   
which in no event will be later than the date that is one year after the related
Closing Date. Monies on deposit in the Pre-Funding Account may be invested in   
Permitted Investments under the circumstances and in the                        

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manner described in the related Agreement. Earnings on investment of funds in   
the Pre-Funding Account will be deposited into the related Security Account or  
such other trust account as is specified in the related prospectus supplement   
and losses will be charged against the funds on deposit in the Pre-Funding      
Account. Any amounts remaining in the Pre-Funding Account at the end of the     
Funding Period will be distributed to the related securityholders in the manner 
and priority specified in the related prospectus supplement, as a prepayment of 
principal of the related securities.                                            

    In addition, if so provided in the related prospectus supplement, on the
related Closing Date the depositor will deposit in an account (the "Capitalized 
Interest Account") cash in such amount as is necessary to cover shortfalls in   
interest on the related series of securities that may arise as a result of      
utilization of the Pre-Funding Account as described above. The Capitalized      
Interest Account shall be maintained with the trustee for the related series of 
securities and is designed solely to cover the above- mentioned interest        
shortfalls. Monies on deposit in the Capitalized Interest Account will not be   
available to cover losses on or in respect of the related loans. To the extent  
that the entire amount on deposit in the Capitalized Interest Account has not   
been applied to cover shortfalls in interest on the related series of securities
by the end of the Funding Period, any amounts remaining in the Capitalized      
Interest Account will be paid to the depositor.                                 

Sub-Servicing by Sellers                                                        

Each seller of a loan or any other servicing entity may act as the  
sub-servicer for such loan pursuant to a sub-servicing agreement, which will not
contain any terms inconsistent with the related Agreement. While each           
sub-servicing agreement will be a contract solely between the master servicer   
and the sub-servicer, the Agreement pursuant to which a series of securities is 
issued will provide that, if for any reason the master servicer for such series 
of securities is no longer the master servicer of the related loans, the trustee
or any successor master servicer must recognize the sub-servicer's rights and   
obligations under such sub-servicing agreement. Notwithstanding any such        
subservicing arrangement, unless otherwise provided in the related prospectus   
supplement, the master servicer will remain liable for its servicing duties and 
obligations under the Master Servicing Agreement as if the master servicer alone
were servicing the loans.                                                       

Collection Procedures                                                           

    The master servicer, directly or through one or more sub-servicers, will
make reasonable efforts to collect all payments called for under the loans and  
will, consistent with each Agreement and any Pool Insurance Policy, Primary     
Mortgage Insurance Policy, FHA Insurance, VA Guaranty, bankruptcy bond or       
alternative arrangements, follow such collection procedures as are customary    
with respect to loans that are comparable to the loans. Consistent with the     
above, the master servicer may, in its discretion, waive any assumption fee,    
late payment or other charge in connection with a loan and to the extent not    
inconsistent with the coverage of such loan by a Pool Insurance Policy, Primary 
Mortgage Insurance Policy, FHA Insurance, VA Guaranty, bankruptcy bond or       
alternative arrangements, if applicable, arrange with a borrower a schedule for 
the liquidation of delinquencies running for no more than 125 days after the    
applicable due date for each payment. To the extent the master servicer is      
obligated to make or cause to be made advances, such obligation will remain     
during any period of such an arrangement.                                       

      In any case in which property securing a loan has been, or is about to be,
conveyed by the mortgagor or obligor, the master servicer will, to the extent it
has knowledge of such conveyance or proposed conveyance, exercise or cause to be
exercised its rights to accelerate the maturity of such loan under any          
due-on-sale clause applicable thereto, but only if the exercise of such rights  
is permitted by applicable law and will not impair or threaten to impair any    
recovery under any Primary Mortgage Insurance Policy. If these conditions are   
not met or if the master servicer reasonably believes it is unable under        
applicable law to enforce such due-on-sale clause or if such loan is a mortgage 
loan insured by the FHA or partially guaranteed by the VA, the master servicer  
will enter into or cause to be entered into an assumption and modification      
agreement with the person to whom such property has been or is about to be      
conveyed, pursuant to which such person becomes liable for repayment of the loan
and, to the extent permitted by applicable law, the mortgagor remains liable    
thereon. Any fee collected by or on behalf of the master                        

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servicer for entering into an assumption agreement will be retained by or on    
behalf of the master servicer as additional servicing compensation. See "Certain
Legal Aspects of the Loans -- Due-on-Sale Clauses". In connection with any such 
assumption, the terms of the related loan may not be changed.                   

With respect to cooperative loans, any prospective purchaser will   
generally have to obtain the approval of the board of directors of the relevant 
cooperative before purchasing the shares and acquiring rights under the related 
proprietary lease or occupancy agreement. See "Certain Legal Aspects of the     
Loans". This approval is usually based on the purchaser's income and net worth  
and numerous other factors. Although the cooperative's approval is unlikely to  
be unreasonably withheld or delayed, the necessity of acquiring such approval   
could limit the number of potential purchasers for those shares and otherwise   
limit the trust fund's ability to sell and realize the value of those shares.   

      In general a "tenant-stockholder" (as defined in Code Section 216(b)(2) of
a corporation that qualifies as a "cooperative housing corporation" within the  
meaning of Code Section 216(b)(1) is allowed a deduction for amounts paid or    
accrued within his taxable year to the corporation representing his             
proportionate share of certain interest expenses and certain real estate taxes  
allowable as a deduction under Code Section 216(a) to the corporation under Code
Sections 163 and 164. In order for a corporation to qualify under Code Section  
216(b)(1) for its taxable year in which such items are allowable as a deduction 
to the corporation, such Section requires, among other things, that at least 80%
of the gross income of the corporation be derived from its tenant-stockholders  
(as defined in Code Section 216(b)(2)). By virtue of this requirement, the      
status of a corporation for purposes of Code Section 216(b)(1) must be          
determined on a year-to-year basis. Consequently, there can be no assurance that
cooperatives relating to the cooperative loans will qualify under such Section  
for any particular year. In the event that such a cooperative fails to qualify  
for one or more years, the value of the collateral securing any related         
cooperative loans could be significantly impaired because no deduction would be 
allowable to tenant-stockholders under Code Section 216(a) with respect to those
years. In view of the significance of the tax benefits accorded                 
tenant-stockholders of a corporation that qualifies under Code Section          
216(b)(1), the likelihood that such a failure would be permitted to continue    
over a period of years appears remote.                                          

Hazard Insurance                                                                

    In general, the master servicer will require the mortgagor or obligor on
each loan to maintain a hazard insurance policy providing for no less than the  
coverage of the standard form of fire insurance policy with extended coverage   
customary for the type of Property in the state in which such Property is       
located. Such coverage will be in an amount that is at least equal to the lesser
of                                                                              

    o     the maximum insurable value of the improvements securing such loan
or                                                      

o     the greater of                                                

(1)   the outstanding principal balance of the loan and 

    (2) an amount such that the proceeds of such policy shall be
    sufficient to prevent the mortgagor and/or the mortgagee from becoming a
co-insurer.                                                         

All amounts collected by the master servicer under any hazard policy (except for
amounts to be applied to the restoration or repair of the Property or released  
to the mortgagor or obligor in accordance with the master servicer's normal     
servicing procedures) will be deposited in the related Security Account. In the 
event that the master servicer maintains a blanket policy insuring against      
hazard losses on all the loans comprising part of a trust fund, it will         
conclusively be deemed to have satisfied its obligation relating to the         
maintenance of hazard insurance. Such blanket policy may contain a deductible   
clause, in which case the master servicer will be required to deposit from its  
own funds into the related Security Account the amounts which would have been   
deposited therein but for such clause.                                          

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements securing a loan by fire,  
lightning, explosion, smoke, windstorm and hail,                                

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riot, strike and civil commotion, subject to the conditions and exclusions      
particularized in each policy. Although the policies relating to the loans may  
have been underwritten by different insurers under different state laws in      
accordance with different applicable forms and therefore may not contain        
identical terms and conditions, the basic terms thereof are dictated by         
respective state laws, and most such policies typically do not cover any        
physical damage resulting from the following: war, revolution, governmental     
actions, floods and other water-related causes, earth movement (including       
earthquakes, landslides and mud flows), nuclear reactions, wet or dry rot,      
vermin, rodents, insects or domestic animals, theft and, in certain cases,      
vandalism and hurricanes. The foregoing list is merely indicative of certain    
kinds of uninsured risks and is not intended to be all inclusive. If the        
Property securing a loan is located in a federally designated special flood area
at the time of origination, the master servicer will require the mortgagor or   
obligor to obtain and maintain flood insurance.                                 

The hazard insurance policies covering properties securing the loans
typically contain a clause which in effect requires the insured at all time to  
carry insurance of a specified percentage (generally 80% to 90%) of the full    
replacement value of the insured property in order to recover the full amount of
any partial loss. If the insured's coverage falls below this specified          
percentage, then the insurer's liability in the event of partial loss will not  
exceed the larger of                                                            

     o     the actual cash value (generally defined as replacement cost at the
  time and place of loss, less physical depreciation) of the
improvements damaged or destroyed or                    

      o     such proportion of the loss as the amount of insurance carried bears
        to the specified percentage of the full replacement cost of such
improvements.                                           

Since the amount of hazard insurance the master servicer may cause to be        
maintained on the improvements securing the loans declines as the principal     
balances owing thereon decrease, and since improved real estate generally has   
appreciated in value over time in the past, the effect of this requirement in   
the event of partial loss may be that hazard insurance proceeds will be         
insufficient to restore fully the damaged property. If specified in the related 
prospectus supplement, a special hazard insurance policy will be obtained to    
insure against certain of the uninsured risks described above. See "Credit      
Enhancement".                                                                   

The master servicer will not require that a standard hazard or flood
insurance policy be maintained on the cooperative dwelling relating to any      
cooperative loan. Generally, the cooperative itself is responsible for          
maintenance of hazard insurance for the property owned by the cooperative and   
the tenant-stockholders of that cooperative do not maintain individual hazard   
insurance policies. To the extent, however, that a cooperative and the related  
borrower on a cooperative loan do not maintain such insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration  
of damaged property, any damage to such borrower's cooperative dwelling or such 
cooperative's building could significantly reduce the value of the collateral   
securing such cooperative loan to the extent not covered by other credit        
support.                                                                        

      If the Property securing a defaulted loan is damaged and proceeds, if any,
from the related hazard insurance policy are insufficient to restore the damaged
Property, the master servicer is not required to expend its own funds to restore
the damaged Property unless it determines (i) that such restoration will        
increase the proceeds to securityholders on liquidation of the loan after       
reimbursement of the master servicer for its expenses and (ii) that such        
expenses will be recoverable by it from related Insurance Proceeds or           
Liquidation Proceeds.                                                           

     If recovery on a defaulted loan under any related Insurance Policy is not
available for the reasons set forth in the preceding paragraph, or if the       
defaulted loan is not covered by an Insurance Policy, the master servicer will  
be obligated to follow or cause to be followed such normal practices and        
procedures as it deems necessary or advisable to realize upon the defaulted     
loan. If the proceeds of any liquidation of the Property securing the defaulted 
loan are less than the principal balance of such loan plus interest accrued     
thereon that is payable to securityholders, the trust fund will realize a loss  
in the amount of such difference plus the aggregate of expenses incurred by the 
master servicer in connection with such proceedings and which are reimbursable  
under the Agreement. In the unlikely event that any such                        

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proceedings result in a total recovery which is, after reimbursement to the     
master servicer of its expenses, in excess of the principal balance of such loan
plus interest accrued thereon that is payable to securityholders, the master    
servicer will be entitled to withdraw or retain from the Security Account       
amounts representing its normal servicing compensation with respect to such loan
and amounts representing the balance of such excess, exclusive of any amount    
required by law to be forwarded to the related borrower, as additional servicing
compensation.                                                                   

     If the master servicer or its designee recovers Insurance Proceeds which,
when added to any related Liquidation Proceeds and after deduction of certain   
expenses reimbursable to the master servicer, exceed the principal balance of   
such loan plus interest accrued thereon that is payable to securityholders, the 
master servicer will be entitled to withdraw or retain from the Security Account
amounts representing its normal servicing compensation with respect to such     
loan. In the event that the master servicer has expended its own funds to       
restore the damaged Property and such funds have not been reimbursed under the  
related hazard insurance policy, it will be entitled to withdraw from the       
Security Account out of related Liquidation Proceeds or Insurance Proceeds an   
amount equal to such expenses incurred by it, in which event the trust fund may 
realize a loss up to the amount so charged. Since Insurance Proceeds cannot     
exceed deficiency claims and certain expenses incurred by the master servicer,  
no such payment or recovery will result in a recovery to the trust fund which   
exceeds the principal balance of the defaulted loan together with accrued       
interest thereon. See "Credit Enhancement".                                     

The proceeds from any liquidation of a loan will be applied in the  
following order of priority: first, to reimburse the master servicer for any    
unreimbursed expenses incurred by it to restore the related Property and any    
unreimbursed servicing compensation payable to the master servicer with respect 
to such loan; second, to reimburse the master servicer for any unreimbursed     
advances with respect to such loan; third, to accrued and unpaid interest (to   
the extent no advance has been made for such amount) on such loan; and fourth,  
as a recovery of principal of such loan.                                        

Realization Upon Defaulted Loans                                                

Primary Mortgage Insurance Policies. If so specified in the related 
prospectus supplement, the master servicer will maintain or cause to be         
maintained, as the case may be, in full force and effect, a Primary Mortgage    
Insurance Policy with regard to each loan for which such coverage is required.  
Primary Mortgage Insurance Policies reimburse certain losses sustained by reason
of defaults in payments by borrowers. The master servicer will not cancel or    
refuse to renew any such Primary Mortgage Insurance Policy in effect at the time
of the initial issuance of a series of securities that is required to be kept in
force under the applicable Agreement unless the replacement Primary Mortgage    
Insurance Policy for such cancelled or nonrenewed policy is maintained with an  
insurer whose claims-paying ability is sufficient to maintain the current rating
of the classes of securities of such series that have been rated.               

    FHA Insurance; VA Guaranties. Loans designated in the related prospectus
supplement as insured by the FHA will be insured by the FHA as authorized under 
the United States Housing Act of 1937, as amended. In addition to the Title I   
Program of the FHA, see "Certain Legal Aspects of the Loans -- Title I Program",
certain loans will be insured under various FHA programs including the standard 
FHA 203 (b) program to finance the acquisition of one- to four-family housing   
units and the FHA 245 graduated payment mortgage program. These programs        
generally limit the principal amount and interest rates of the mortgage loans   
insured. Loans insured by FHA generally require a minimum down payment of       
approximately 5% of the original principal amount of the loan. No FHA-insured   
loans relating to a series may have an interest rate or original principal      
amount exceeding the applicable FHA limits at the time of origination of such   
loan.                                                                           

      Loans designated in the related prospectus supplement as guaranteed by the
VA will be partially guaranteed by the VA under the Serviceman's Readjustment   
Act of 1944, as amended (a "VA Guaranty"). The Serviceman's Readjustment Act of 
1944, as amended, permits a veteran (or in certain instances the spouse of a    
veteran) to obtain a mortgage loan guaranty by the VA covering mortgage         
financing of the purchase of a one- to four-family dwelling unit at interest    
rates permitted by the VA. The                                                  

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program has no mortgage loan limits, requires no down payment from the purchaser
and permits the guaranty of mortgage loans of up to 30 years' duration. However,
no loan guaranteed by the VA will have an original principal amount greater than
five times the partial VA guaranty for such loan. The maximum guaranty that may 
be issued by the VA under a VA guaranteed mortgage loan depends upon the        
original principal amount of the mortgage loan, as further described in 38      
United States Code Section 1803(a), as amended.                                 

Servicing and Other Compensation and Payment of Expenses                        

     The principal servicing compensation to be paid to the master servicer in
respect of its master servicing activities for each series of securities will be
equal to the percentage per annum described in the related prospectus supplement
(which may vary under certain circumstances) of the outstanding principal       
balance of each loan, and such compensation will be retained by it from         
collections of interest on such loan in the related trust fund (the "Master     
Servicing Fee"). As compensation for its servicing duties, a sub-servicer or, if
there is no sub-servicer, the master servicer will be entitled to a monthly     
servicing fee as described in the related prospectus supplement. In addition,   
generally, the master servicer or sub-servicer will retain all prepayment       
charges, assumption fees and late payment charges, to the extent collected from 
borrowers, and any benefit that may accrue as a result of the investment of     
funds in the applicable Security Account.                                       

     The master servicer will pay or cause to be paid certain ongoing expenses
associated with each trust fund and incurred by it in connection with its       
responsibilities under the related Agreement, including, without limitation,    
payment of any fee or other amount payable in respect of any credit enhancement 
arrangements, payment of the fees and disbursements of the trustee, any         
custodian appointed by the trustee, the certificate registrar and any paying    
agent, and payment of expenses incurred in enforcing the obligations of         
sub-servicers and sellers. The master servicer will be entitled to reimbursement
of expenses incurred in enforcing the obligations of sub-servicers and sellers  
under certain limited circumstances.                                            

Evidence as to Compliance                                                       

  Each Agreement will provide that on or before a specified date in each
year, a firm of independent public accountants will furnish a statement to the  
trustee to the effect that, on the basis of the examination by such firm        
conducted substantially in compliance with the Uniform Single Attestation       
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for    
FHLMC, the servicing by or on behalf of the master servicer of mortgage loans or
private asset backed securities, or under pooling and servicing agreements      
substantially similar to each other (including the related Agreement) was       
conducted in compliance with such agreements except for any significant         
exceptions or errors in records that, in the opinion of the firm, the Audit     
Program for Mortgages serviced for FHLMC, or the Uniform Single Attestation     
Program for Mortgage Bankers, it is required to report. In rendering its        
statement such firm may rely, as to matters relating to the direct servicing of 
loans by sub-servicers, upon comparable statements for examinations conducted   
substantially in compliance with the Uniform Single Attestation Program for     
Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC (rendered
within one year of such statement) of firms of independent public accountants   
with respect to the related sub-servicer.                                       

      Each Agreement will also provide for delivery to the trustee, on or before
a specified date in each year, of an annual statement signed by two officers of 
the master servicer to the effect that the master servicer has fulfilled its    
obligations under the Agreement throughout the preceding year.                  

     Copies of the annual accountants' statement and the statement of officers
of the master servicer may be obtained by securityholders of the related series 
without charge upon written request to the master servicer at the address set   
forth in the related prospectus supplement.                                     

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Certain Matters Regarding the Master Servicer and the Depositor                 

    The master servicer under each Pooling and Servicing Agreement or Master
Servicing Agreement, as applicable, will be named in the related prospectus     
supplement. The entity serving as master servicer may have normal business      
relationships with the depositor or the depositor's affiliates.                 

    Each Agreement will provide that the master servicer may not resign from
its obligations and duties under the Agreement except upon a determination that 
its duties thereunder are no longer permissible under applicable law. The master
servicer may, however, be removed from its obligations and duties as set forth  
in the Agreement. No such resignation will become effective until the trustee or
a successor servicer has assumed the master servicer's obligations and duties   
under the Agreement.                                                            

     Each Agreement will further provide that neither the master servicer, the
depositor nor any director, officer, employee, or agent of the master servicer  
or the depositor will be under any liability to the related trust fund or       
securityholders for any action taken or for refraining from the taking of any   
action in good faith pursuant to the Agreement, or for errors in judgment;      
provided, however, that neither the master servicer, the depositor nor any such 
person will be protected against any liability which would otherwise be imposed 
by reason of willful misfeasance, bad faith or gross negligence in the          
performance of duties thereunder or by reason of reckless disregard of          
obligations and duties thereunder. Each Agreement will further provide that the 
master servicer, the depositor and any director, officer, employee or agent of  
the master servicer or the depositor will be entitled to indemnification by the 
related trust fund and will be held harmless against any loss, liability or     
expense incurred in connection with any legal action relating to the Agreement  
or the securities, other than any loss, liability or expense related to any     
specific loan or loans (except any such loss, liability or expense otherwise    
reimbursable pursuant to the Agreement) and any loss, liability or expense      
incurred by reason of willful misfeasance, bad faith or gross negligence in the 
performance of duties thereunder or by reason of reckless disregard of          
obligations and duties thereunder. In addition, each Agreement will provide that
neither the master servicer nor the depositor will be under any obligation to   
appear in, prosecute or defend any legal action which is not incidental to its  
respective responsibilities under the Agreement and which in its opinion may    
involve it in any expense or liability. The master servicer or the depositor    
may, however, in its discretion undertake any such action which it may deem     
necessary or desirable with respect to the Agreement and the rights and duties  
of the parties thereto and the interests of the securityholders thereunder. In  
such event, the legal expenses and costs of such action and any liability       
resulting therefrom will be expenses, costs and liabilities of the trust fund   
and the master servicer or the depositor, as the case may be, will be entitled  
to be reimbursed therefor out of funds otherwise distributable to               
securityholders.                                                                

  In general, any person into which the master servicer may be merged or
consolidated, or any person resulting from any merger or consolidation to which 
the master servicer is a party, or any person succeeding to the business of the 
master servicer, will be the successor of the master servicer under each        
Agreement, provided that                                                        

 o     that person is qualified to sell mortgage loans to, and service
  mortgage loans on behalf of, Fannie Mae or Freddie Mac and

    o     the related merger, consolidation or succession does not adversely
            affect the then current rating or ratings of the class or classes of
securities of the related series that have been rated.  

Events of Default; Rights Upon Event of Default                                 

Pooling and Servicing Agreement; Master Servicing Agreement. The    
applicable prospectus supplement may provide for other Events of Default under  
any Pooling and Servicing Agreement or Master Servicing Agreement, but if it    
does not, the Events of Default will consist of                                 

 o     any failure by the master servicer to distribute or cause to be
        distributed to securityholders of any class any required payment
        (other than an advance) which continues unremedied for five days
        after the giving of written notice of such failure to the master
            servicer by the trustee or the depositor, or to the master servicer,
          the depositor and the trustee by the holders of securities of such
class                                                   

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            evidencing not less than 25% of the total distributions allocated to
such class ("percentage interests");                    

   o     any failure by the master servicer to make an advance as required
under the Agreement, unless cured as specified therein; 

      o     any failure by the master servicer duly to observe or perform in any
        material respect any of its other covenants or agreements in the
      Agreement which continues unremedied for thirty days after the
          giving of written notice of such failure to the master servicer by
    the trustee or the depositor, or to the master servicer, the
           depositor and the trustee by the holders of securities of any class
          evidencing not less than 25% of the aggregate percentage interests
constituting such class; and                            

    o     certain events of insolvency, readjustment of debt, marshalling of
           assets and liabilities or similar proceeding and certain actions by
      or on behalf of the master servicer indicating its insolvency,
reorganization or inability to pay its obligations.     

 If specified in the related prospectus supplement, the Agreement will
permit the trustee to sell the Trust Fund Assets and the other assets of the    
trust fund described under "Credit Enhancement" herein in the event that        
payments in respect thereto are insufficient to make payments required in the   
Agreement. The assets of the trust fund will be sold only under the             
circumstances and in the manner specified in the related prospectus supplement. 

     The applicable prospectus supplement may provide for steps required to be
taken if an Event of Default remains unremedied, but if it does not, so long as 
an Event of Default under an Agreement remains unremedied, the depositor or the 
trustee may, and at the direction of holders of securities of any class         
evidencing not less than 25% of the aggregate percentage interests constituting 
such class and under such other circumstances as may be specified in such       
Agreement, the trustee shall terminate all of the rights and obligations of the 
master servicer under the Agreement relating to such trust fund and in and to   
the related Trust Fund Assets, whereupon the trustee will succeed to all of the 
responsibilities, duties and liabilities of the master servicer under the       
Agreement, including, if specified in the related prospectus supplement, the    
obligation to make advances, and will be entitled to similar compensation       
arrangements. In the event that the trustee is unwilling or unable so to act, it
may appoint, or petition a court of competent jurisdiction for the appointment  
of, a mortgage loan servicing institution with a net worth of a least           
$10,000,000 to act as successor to the master servicer under the Agreement.     
Pending that appointment, the trustee is obligated to act in such capacity. The 
trustee and any such successor may agree upon the servicing compensation to be  
paid, which in no event may be greater than the compensation payable to the     
master servicer under the Agreement.                                            

Unless otherwise provided in the related prospectus supplement, no  
securityholder, solely by virtue of such holder's status as a securityholder,   
will have any right under any Agreement to institute any proceeding with respect
to such Agreement, unless such holder previously has given to the trustee       
written notice of default and unless the holders of securities of any class of  
such series evidencing not less than 25% of the aggregate percentage interests  
constituting such class have made written request upon the trustee to institute 
such proceeding in its own name as trustee thereunder and have offered to the   
trustee reasonable indemnity, and the trustee for 60 days has neglected or      
refused to institute any such proceeding.                                       

 Indenture. The applicable prospectus supplement may provide for other
Events of Default, but if it does not, the Events of Default under each         
Indenture will consist of:                                                      

      o     a default in the payment of any principal of or interest on any note
         of such series which continues unremedied for five days after the
         giving of written notice of such default is given as specified in
the related prospectus supplement;                      

      o     failure to perform in any material respect any other covenant of the
          depositor or the trust fund in the Indenture which continues for a
   period of thirty (30) days after notice thereof is given in
          accordance with the procedures described in the related prospectus
supplement;                                             

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o     certain events of bankruptcy, insolvency, receivership or     
liquidation of the depositor or the trust fund; or      

   o     any other Event of Default provided with respect to notes of that
           series including but not limited to certain defaults on the part of
         the issuer, if any, of a credit enhancement instrument supporting
such notes.                                             

      If an Event of Default with respect to the notes of any series at the time
outstanding occurs and is continuing, either the trustee or the holders of a    
majority of the then aggregate outstanding amount of the notes of such series   
may declare the principal amount (or, if the notes of that series have an       
interest rate of 0%, such portion of the principal amount as may be specified in
the terms of that series, as provided in the related prospectus supplement) of  
all the notes of such series to be due and payable immediately. Such declaration
may, under certain circumstances, be rescinded and annulled by the holders of   
more than 50% of the percentage interests of the notes of such series.          

      If, following an Event of Default with respect to any series of notes, the
notes of such series have been declared to be due and payable, the trustee may, 
in its discretion, notwithstanding such acceleration, elect to maintain         
possession of the collateral securing the notes of such series and to continue  
to apply distributions on such collateral as if there had been no declaration of
acceleration if such collateral continues to provide sufficient funds for the   
payment of principal of and interest on the notes of such series as they would  
have become due if there had not been such a declaration. In addition, the      
trustee may not sell or otherwise liquidate the collateral securing the notes of
a series following an Event of Default, other than a default in the payment of  
any principal or interest on any note of such series for five days or more,     
unless                                                                          

      o     the holders of 100% of the percentage interests of the notes of such
series consent to such sale,                            

   o     the proceeds of such sale or liquidation are sufficient to pay in
          full the principal of and accrued interest, due and unpaid, on the
    outstanding notes of such series at the date of such sale or

     o     the trustee determines that such collateral would not be sufficient
      on an ongoing basis to make all payments on such notes as such
          payments would have become due if such notes had not been declared
           due and payable, and the trustee obtains the consent of the holders
           of 66 2/3% of the percentage interests of the notes of such series.

      In the event that the trustee liquidates the collateral in connection with
an Event of Default involving a default for five days or more in the payment of 
principal of or interest on the notes of a series, the Indenture provides that  
the trustee will have a prior lien on the proceeds of any such liquidation for  
unpaid fees and expenses. As a result, upon the occurrence of such an Event of  
Default, the amount available for distribution to the noteholders would be less 
than would otherwise be the case. However, the trustee may not institute a      
proceeding for the enforcement of its lien except in connection with a          
proceeding for the enforcement of the lien of the Indenture for the benefit of  
the noteholders after the occurrence of such an Event of Default.               

   In the event the principal of the notes of a series is declared due and
payable, as described above, the holders of any such notes issued at a discount 
from par may be entitled to receive no more than an amount equal to the unpaid  
principal amount thereof less the amount of such discount which is unamortized. 

    Subject to the provisions of the Indenture relating to the duties of the
trustee, in case an Event of Default shall occur and be continuing with respect 
to a series of notes, the trustee shall be under no obligation to exercise any  
of the rights or powers under the Indenture at the request or direction of any  
of the holders of notes of such series, unless such holders offered to the      
trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with such request or     
direction. Subject to such provisions for indemnification and certain           
limitations contained in the Indenture, the holders of a majority of the then   
aggregate outstanding amount of the notes of such series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy   
available to the trustee or exercising any trust or power conferred on the      
trustee with respect to the notes of                                            

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such series, and the holders of a majority of the then aggregate outstanding    
amount of the notes of such series may, in certain cases, waive any default with
respect thereto, except a default in the payment of principal or interest or a  
default in respect of a covenant or provision of the Indenture that cannot be   
modified without the waiver or consent of all the holders of the outstanding    
notes of such series affected thereby.                                          

Amendment                                                                       

The applicable prospectus supplement may specify other amendment    
provisions, but if it does not, each Agreement may be amended by the depositor, 
the master servicer and the trustee, without the consent of any of the          
securityholders,                                                                

(a) to cure any ambiguity;                              

     (b) to correct any defective provision in the Agreement or to
   supplement any provision in the Agreement that may be inconsistent with
any other provision in it;                                          

          (c) to modify, alter, amend, add or to rescind any of the terms or
provisions contained in the Agreement to comply with any rules or   
  regulations promulgated by the Securities and Exchange Commission from
time to time; or                                                    

            (d) to make any other revisions with respect to matters or questions
      arising under the Agreement which are not inconsistent with the provisions
in it,                                                              

provided that such action will not adversely affect in any material respect the 
interests of any securityholder. Any amendment described in clauses (a), (b),   
(c) and (d) above, made solely to conform the Agreement to the final prospectus 
supplement provided to investors in connection with the initial offering of the 
securities by the Depositor will be deemed not to materially and adversely      
affect the interests of securityholders. In addition, an amendment will be      
deemed not to adversely affect in any material respect the interests of the     
securityholders if the person requesting such amendment obtains a letter from   
each Rating Agency requested to rate the class or classes of securities of such 
series stating that such amendment will not result in the downgrading or        
withdrawal of the respective ratings then assigned to such securities.          

      In addition, to the extent provided in the related Agreement, an Agreement
may be amended without the consent of any of the securityholders, to change the 
manner in which the Security Account is maintained, provided that any such      
change does not adversely affect the then current rating on the class or classes
of securities of such series that have been rated. Moreover, the related        
Agreement may be amended to modify, eliminate or add to any of its provisions to
the extent necessary to maintain the qualification of the related trust fund as 
a REMIC or to avoid or minimize the risk of imposition of any tax on the REMIC, 
if a REMIC election is made with respect to the trust fund, or to comply with   
any other requirements of the Code, if the trustee has received an opinion of   
counsel to the effect that the action is necessary or helpful to maintain the   
qualification, avoid or minimize that risk or comply with those requirements, as
applicable.                                                                     

The applicable prospectus supplement may specify other amendment    
provisions, but if it does not, each Agreement may also be amended by the       
depositor, the master servicer and the trustee with consent of holders of       
securities of such series evidencing not less than 66% of the aggregate         
percentage interests of each class affected thereby for the purpose of adding   
any provisions to or changing in an manner or eliminating any of the provisions 
of the Agreement or of modifying in any manner the rights of the holders of the 
related securities; provided, however, that no such amendment may               

     o     reduce in any manner the amount of or delay the timing of, payments
     received on loans which are required to be distributed on any
       security without the consent of the holder of such security, or

o     reduce the aforesaid percentage of securities of any class the
      holders of which are required to consent to any such amendment
          without the consent of the holders of all securities of such class
covered by such Agreement then outstanding.             

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If a REMIC election is made with respect to a trust fund, the trustee will not  
be entitled to consent to an amendment to the related Agreement without having  
first received an opinion of counsel to the effect that such amendment will not 
cause such trust fund to fail to qualify as a REMIC.                            

Termination; Optional Termination                                               

Pooling and Servicing Agreement; Trust Agreement. The applicable    
prospectus supplement may provide for the timing by which the Agreement         
terminates, but if it does not, the obligations created by each Pooling and     
Servicing Agreement and Trust Agreement for each series of securities will      
terminate upon the payment to the related securityholders of all amounts held in
the Security Account or by the master servicer and required to be paid to them  
pursuant to such Agreement following the later of                               

        (i) the final payment of or other liquidation of the last of the
Trust Fund Assets subject thereto or the disposition of all property
    acquired upon foreclosure of any such Trust Fund Assets remaining in the
trust fund and                                                      

           (ii) the purchase by the master servicer or, if REMIC treatment has
      been elected and if specified in the related prospectus supplement, by the
 holder of the residual interest in the REMIC (see "Federal Income Tax
     Consequences" below), from the related trust fund of all of the remaining
     Trust Fund Assets and all property acquired in respect of such Trust Fund
Assets.                                                             

 Any purchase of Trust Fund Assets and property acquired in respect of
Trust Fund Assets evidenced by a series of securities will be made at the option
of the master servicer, or the party specified in the related prospectus        
supplement, including the holder of the REMIC residual interest, at a price     
specified in the related prospectus supplement. The exercise of such right will 
effect early retirement of the securities of that series, but the right of the  
master servicer, or the other party or, if applicable, the holder of the REMIC  
residual interest, to so purchase is subject to the principal balance of the    
related Trust Fund Assets being less than the percentage specified in the       
related prospectus supplement of the aggregate principal balance of the Trust   
Fund Assets at the cut-off date for the series. The foregoing is subject to the 
provision that if a REMIC election is made with respect to a trust fund, any    
repurchase pursuant to clause (ii) above will be made only in connection with a 
"qualified liquidation" of the REMIC within the meaning of Section 860F(g)(4) of
the Code.                                                                       

   Indenture. The Indenture will be discharged with respect to a series of
notes (except with respect to certain continuing rights specified in the        
Indenture) upon the delivery to the trustee for cancellation of all the notes of
such series or, with certain limitations, upon deposit with the trustee of funds
sufficient for the payment in full of all of the notes of such series.          

      In addition to such discharge with certain limitations, the Indenture will
provide that, if so specified with respect to the notes of any series, the      
related trust fund will be discharged from any and all obligations in respect of
the notes of such series (except for certain obligations relating to temporary  
notes and exchange of notes, to register the transfer of or exchange notes of   
such series, to replace stolen, lost or mutilated notes of such series, to      
maintain paying agencies and to hold monies for payment in trust) upon the      
deposit with the trustee, in trust, of money and/or direct obligations of or    
obligations guaranteed by the United States of America which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each          
installment of interest on the notes of such series on the last scheduled       
distribution date for such notes and any installment of interest on such notes  
in accordance with the terms of the Indenture and the notes of such series. In  
the event of any such defeasance and discharge of notes of such series, holders 
of notes of such series would be able to look only to such money and/or direct  
obligations for payment of principal and interest, if any, on their notes until 
maturity.                                                                       

The Trustee                                                                     

The trustee under each Agreement will be named in the applicable    
prospectus supplement. The commercial bank or trust company serving as trustee  
may have normal banking relationships with the depositor, the master servicer   
and any of their respective affiliates.                                         

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Certain Legal Aspects of the Loans

     The following discussion contains summaries, which are general in nature,
of certain legal matters relating to the loans. Because such legal aspects are  
governed primarily by applicable state law (which laws may differ               
substantially), the descriptions do not, except as expressly provided below,    
reflect the laws of any particular state, nor encompass the laws of all states  
in which the security for the loans is situated. The descriptions are qualified 
in their entirety by reference to the applicable federal laws and the           
appropriate laws of the states in which loans may be originated.                

General                                                                         

The loans for a series may be secured by deeds of trust, mortgages, 
security deeds or deeds to secure debt, depending upon the prevailing practice  
in the state in which the property subject to the loan is located. Deeds of     
trust are used almost exclusively in California instead of mortgages. A mortgage
creates a lien upon the real property encumbered by the mortgage, which lien is 
generally not prior to the lien for real estate taxes and assessments. Priority 
between mortgages depends on their terms and generally on the order of recording
with a state or county office. There are two parties to a mortgage, the         
mortgagor, who is the borrower and owner of the mortgaged property, and the     
mortgagee, who is the lender. Under the mortgage instrument, the mortgagor      
delivers to the mortgagee a note or bond and the mortgage. Although a deed of   
trust is similar to a mortgage, a deed of trust formally has three parties, the 
borrower-property owner called the trustor (similar to a mortgagor), a lender   
(similar to a mortgagee) called the beneficiary, and a third-party grantee      
called the trustee. Under a deed of trust, the borrower grants the property,    
irrevocably until the debt is paid, in trust, generally with a power of sale, to
the trustee to secure payment of the obligation. A security deed and a deed to  
secure debt are special types of deeds which indicate on their face that they   
are granted to secure an underlying debt. By executing a security deed or deed  
to secure debt, the grantor conveys title to, as opposed to merely creating a   
lien upon, the subject property to the grantee until such time as the underlying
debt is repaid. The trustee's authority under a deed of trust, the mortgagee's  
authority under a mortgage and the grantee's authority under a security deed or 
deed to secure debt are governed by law and, with respect to some deeds of      
trust, the directions of the beneficiary.                                       

   In this prospectus, we generally use the term "mortgage" to generically
describe real-estate security instruments, however, if certain information      
relates to a particular security instrument, we will refer to that security     
instrument.                                                                     

Cooperatives. Certain of the loans may be cooperative loans. The    
cooperative owns all the real property that comprises the project, including the
land, separate dwelling units and all common areas. The cooperative is directly 
responsible for project management and, in most cases, payment of real estate   
taxes and hazard and liability insurance. If there is a blanket mortgage on the 
cooperative and/or underlying land, as is generally the case, the cooperative,  
as project mortgagor, is also responsible for meeting these mortgage            
obligations. A blanket mortgage is ordinarily incurred by the cooperative in    
connection with the construction or purchase of the cooperative's apartment     
building. The interest of the occupant under proprietary leases or occupancy    
agreements to which that cooperative is a party are generally subordinate to the
interest of the holder of the blanket mortgage in that building. If the         
cooperative is unable to meet the payment obligations arising under its blanket 
mortgage, the mortgagee holding the blanket mortgage could foreclose on that    
mortgage and terminate all subordinate proprietary leases and occupancy         
agreements. In addition, the blanket mortgage on a cooperative may provide      
financing in the form of a mortgage that does not fully amortize with a         
significant portion of principal being due in one lump sum at final maturity.   
The inability of the cooperative to refinance this mortgage and its consequent  
inability to make such final payment could lead to foreclosure by the mortgagee 
providing the financing. A foreclosure in either event by the holder of the     
blanket mortgage could eliminate or significantly diminish the value of any     
collateral held by the lender who financed the purchase by an individual        
tenant-stockholder of cooperative shares or, in the case of a trust fund        
including cooperative loans, the collateral securing the cooperative loans.     

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     The cooperative is owned by tenant-stockholders who, through ownership of
stock, shares or membership certificates in the corporation, receive proprietary
leases or occupancy agreements which confer exclusive rights to occupy specific 
units. Generally, a tenant-stockholder of a cooperative must make a monthly     
payment to the cooperative representing such tenant-stockholder's pro rata share
of the cooperative's payments for its blanket mortgage, real property taxes,    
maintenance expenses and other capital or ordinary expenses. An ownership       
interest in a cooperative and accompanying rights is financed through a         
cooperative share loan evidenced by a promissory note and secured by a security 
interest in the occupancy agreement or proprietary lease and in the related     
cooperative shares. The lender takes possession of the share certificate and a  
counterpart of the proprietary lease or occupancy agreement, and a financing    
statement covering the proprietary lease or occupancy agreement and the         
cooperative shares is filed in the appropriate state and local offices to       
perfect the lender's interest in its collateral. Subject to the limitations     
discussed below, upon default of the tenant-stockholder, the lender may sue for 
judgment on the promissory note, dispose of the collateral at a public or       
private sale or otherwise proceed against the collateral or tenant-stockholder  
as an individual as provided in the security agreement covering the assignment  
of the proprietary lease or occupancy agreement and the pledge of cooperative   
shares.                                                                         

Foreclosure                                                                     

      Deed of Trust. Foreclosure of a deed of trust is generally accomplished by
a non-judicial sale under a specific provision in the deed of trust which       
authorizes the trustee to sell the property at public auction upon any material 
default by the borrower under the terms of the note or deed of trust. In certain
states, such foreclosure also may be accomplished by judicial action in the     
manner provided for foreclosure of mortgages. In addition to any notice         
requirements contained in a deed of trust, in some states (such as California), 
the trustee must record a notice of default and send a copy to the              
borrower-trustor, to any person who has recorded a request for a copy of any    
notice of default and notice of sale, to any successor in interest to the       
borrower-trustor, to the beneficiary of any junior deed of trust and to certain 
other persons. In some states (including California), the borrower-trustor has  
the right to reinstate the loan at any time following default until shortly     
before the trustee's sale. In general, the borrower, or any other person having 
a junior encumbrance on the real estate, may, during a statutorily prescribed   
reinstatement period, cure a monetary default by paying the entire amount in    
arrears plus other designated costs and expenses incurred in enforcing the      
obligation. Generally, state law controls the amount of foreclosure expenses and
costs, including attorney's fees, which may be recovered by a lender. After the 
reinstatement period has expired without the default having been cured, the     
borrower or junior lienholder no longer has the right to reinstate the loan and 
must pay the loan in full to prevent the scheduled foreclosure sale. If the deed
of trust is not reinstated within any applicable cure period, a notice of sale  
must be posted in a public place and, in most states (including California),    
published for a specific period of time in one or more newspapers. In addition, 
some state laws require that a copy of the notice of sale be posted on the      
property and sent to all parties having an interest of record in the real       
property. In California, the entire process from recording a notice of default  
to a non-judicial sale usually takes four to five months.                       

      Mortgages. Foreclosure of a mortgage is generally accomplished by judicial
action. The action is initiated by the service of legal pleadings upon all      
parties having an interest in the real property. Delays in completion of the    
foreclosure may occasionally result from difficulties in locating necessary     
parties. Judicial foreclosure proceedings are often not contested by any of the 
parties. When the mortgagee's right to foreclosure is contested, the legal      
proceedings necessary to resolve the issue can be time consuming. After the     
completion of a judicial foreclosure proceeding, the court generally issues a   
judgment of foreclosure and appoints a referee or other court officer to conduct
the sale of the property. In some states, mortgages may also be foreclosed by   
advertisement, pursuant to a power of sale provided in the mortgage.            

      Although foreclosure sales are typically public sales, frequently no third
party purchaser bids in excess of the lender's lien because of the difficulty of
determining the exact status of title to the property, the possible             
deterioration of the property during the foreclosure proceedings and a          
requirement that the purchaser pay for the property in cash or by cashier's     
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the    

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loan, accrued and unpaid interest and the expenses of foreclosure in which event
the mortgagor's debt will be extinguished or the lender may purchase for a      
lesser amount in order to preserve its right against a borrower to seek a       
deficiency judgment in states where such judgment is available. Thereafter,     
subject to the right of the borrower in some states to remain in possession     
during the redemption period, the lender will assume the burden of ownership,   
including obtaining hazard insurance and making such repairs at its own expense 
as are necessary to render the property suitable for sale. The lender will      
commonly obtain the services of a real estate broker and pay the broker's       
commission in connection with the sale of the property. Depending upon market   
conditions, the ultimate proceeds of the sale of the property may not equal the 
lender's investment in the property. Any loss may be reduced by the receipt of  
any mortgage guaranty insurance proceeds.                                       

    Courts have imposed general equitable principles upon foreclosure, which
are generally designed to mitigate the legal consequences to the borrower of the
borrower's defaults under the loan documents. Some courts have been faced with  
the issue of whether federal or state constitutional provisions reflecting due  
process concerns for fair notice require that borrowers under deeds of trust    
receive notice longer than that prescribed by statute. For the most part, these 
cases have upheld the notice provisions as being reasonable or have found that  
the sale by a trustee under a deed of trust does not involve sufficient state   
action to afford constitutional protection to the borrower.                     

   When the beneficiary under a junior mortgage or deed of trust cures the
default and reinstates or redeems by paying the full amount of the senior       
mortgage or deed of trust, the amount paid by the beneficiary so to cure or     
redeem becomes a part of the indebtedness secured by the junior mortgage or deed
of trust. See "Junior Mortgages; Rights of Senior Mortgagees" below.            

     Cooperative Loans. The cooperative shares owned by the tenant-stockholder
and pledged to the lender are, in almost all cases, subject to restrictions on  
transfer as set forth in the cooperative's certificate of incorporation and     
bylaws, as well as the proprietary lease or occupancy agreement, and may be     
cancelled by the cooperative for failure by the tenant-stockholder to pay rent  
or other obligations or charges owed by such tenant-stockholder, including      
mechanics' liens against the cooperative apartment building incurred by such    
tenant-stockholder. The proprietary lease or occupancy agreement generally      
permits the cooperative to terminate such lease or agreement in the event an    
obligor fails to make payments or defaults in the performance of covenants      
required thereunder. Typically, the lender and the cooperative enter into a     
recognition agreement which establishes the rights and obligations of both      
parties in the event of a default by the tenant-stockholder on its obligations  
under the proprietary lease or occupancy agreement. A default by the            
tenant-stockholder under the proprietary lease or occupancy agreement will      
usually constitute a default under the security agreement between the lender and
the tenant-stockholder.                                                         

    The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the cooperative will take no action to terminate such lease or       
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the cooperative will recognize the  
lender's lien against proceeds form the sale of the cooperative apartment,      
subject, however, to the cooperative's right to sums due under such proprietary 
lease or occupancy agreement. The total amount owed to the cooperative by the   
tenant-stockholder, which the lender generally cannot restrict and does not     
monitor, could reduce the value of the collateral below the outstanding         
principal balance of the cooperative loan and accrued and unpaid interest       
thereon.                                                                        

     Recognition agreements also provide that in the event of a foreclosure on
a cooperative loan, the lender must obtain the approval or consent of the       
cooperative as required by the proprietary lease before transferring the        
cooperative shares or assigning the proprietary lease. Generally, the lender is 
not limited in any rights it may have to dispossess the tenant-stockholders.    

      In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the Uniform Commercial   
Code (the "UCC") and the security agreement relating to those shares. Article 9 
of the UCC requires that a sale be conducted in a "commercially                 

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reasonable" manner. Whether a foreclosure sale has been conducted in a          
"commercially reasonable" manner will depend on the facts in each case. In      
determining commercial reasonableness, a court will look to the notice given the
debtor and the method, manner, time, place and terms of the foreclosure.        
Generally, a sale conducted according to the usual practice of banks selling    
similar collateral will be considered reasonably conducted.                     

Article 9 of the UCC provides that the proceeds of the sale will be 
applied first to pay the costs and expenses of the sale and then to satisfy the 
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the cooperative to receive sums due under the        
proprietary lease or occupancy agreement. If there are proceeds remaining, the  
lender must account to the tenant-stockholder for the surplus. Conversely, if a 
portion of the indebtedness remains unpaid, the tenant-stockholder is generally 
responsible for the deficiency. See "Anti-Deficiency Legislation and Other      
Limitations on Lenders" below.                                                  

      In the case of foreclosure on a building which was converted from a rental
building to a building owned by a cooperative under a non-eviction plan, some   
states require that a purchaser at a foreclosure sale take the property subject 
to rent control and rent stabilization laws which apply to certain tenants who  
elected to remain in the building but who did not purchase shares in the        
cooperative when the building was so converted.                                 

Environmental Risks                                                             

      Real property pledged as security to a lender may be subject to unforeseen
environmental risks. Under the laws of certain states, contamination of a       
property may give rise to a lien on the property to assure the payment of the   
costs of clean-up. In several states such a lien has priority over the lien of  
an existing mortgage against such property. In addition, under the federal      
Comprehensive Environmental Response, Compensation and Liability Act of 1980    
("CERCLA"), the EPA may impose a lien on property where EPA has incurred        
clean-up costs. However, a CERCLA lien is subordinate to pre-existing, perfected
security interests.                                                             

     Under the laws of some states, and under CERCLA, it is conceivable that a
secured lender may be held liable as an "owner" or "operator" for the costs of  
addressing releases or threatened releases of hazardous substances at a         
Property, even though the environmental damage or threat was caused by a prior  
or current owner or operator. CERCLA imposes liability for such costs on any and
all "responsible parties," including owners or operators. However, CERCLA       
excludes from the definition of "owner or operator" a secured creditor who holds
indicia of ownership primarily to protect its security interest (the "secured   
creditor exclusion") but without "participating in the management" of the       
Property. Thus, if a lender's activities begin to encroach on the actual        
management of a contaminated facility or property, the lender may incur         
liability as an "owner or operator" under CERCLA. Similarly, if a lender        
forecloses and takes title to a contaminated facility or property, the lender   
may incur CERCLA liability in various circumstances, including, but not limited 
to, when it holds the facility or property as an investment (including leasing  
the facility or property to third party), or fails to market the property in a  
timely fashion.                                                                 

   Whether actions taken by a lender would constitute participation in the
management of a mortgaged property, or the business of a borrower, so as to     
render the secured creditor exemption unavailable to a lender, was historically 
a matter of judicial interpretation of the statutory language. Court decisions  
were inconsistent and, in fact, in 1990, the Court of Appeals for the Eleventh  
Circuit suggested that the mere capacity of the lender to influence a borrower's
decisions regarding disposal of hazardous substances was sufficient             
participation in the management of a borrower's business to deny the protection 
of the secured creditor exemption to the lender. In 1996, Congress enacted the  
Asset Conservation, Lender Liability and Deposit Insurance Protection Act       
("Asset Conservation Act"), which provides that, in order to be deemed to have  
participated in the management of a mortgaged property, a lender must actually  
participate in the operational affairs of the property or the borrower. The     
Asset Conservation Act also provides that participation in the management of the
property does not include "merely having the capacity to influence, or          
unexercised right to control" operations. Rather, a lender will lose the        
protection of the secured creditor                                              

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exemption only if it exercises decision-making control over the borrower's      
environmental compliance and hazardous substance handling and disposal          
practices, or assumes day-to-day management of all operational functions of the 
mortgaged property.                                                             

     If a lender is or becomes liable, it can bring an action for contribution
against any other "responsible parties," including a previous owner or operator,
who created the environmental hazard, but those persons or entities may be      
bankrupt or otherwise judgment proof. The costs associated with environmental   
cleanup may be substantial. It is conceivable that such costs arising from the  
circumstances set forth above would result in a loss to certificateholders.     

 CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other  
than CERCLA, in particular SubTitle I of the federal Resource Conservation and  
Recovery Act ("RCRA"), which regulates underground petroleum storage tanks      
(except heating oil tanks). The EPA has adopted a lender liability rule for     
underground storage tanks under SubTitle I of RCRA. Under that rule, a holder of
a security interest in an underground storage tank or real property containing  
an underground storage tank is not considered an operator of the underground    
storage tank as long as petroleum is not added to, stored in or dispensed from  
the tank. Moreover, under the Asset Conservation Act, the protections accorded  
to lenders under CERCLA are also accorded to holders of security interests in   
underground petroleum storage tanks. It should be noted, however, that liability
for cleanup of petroleum contamination may be governed by state law, which may  
not provide for any specific protection for secured creditors.                  

In general, at the time the loans were originated no environmental  
assessment, or a very limited environmental assessment, of the Properties was   
conducted.                                                                      

Rights of Redemption                                                            

      In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the borrower and foreclosed junior lienors are given a statutory      
period in which to redeem the property from the foreclosure sale. In certain    
other states (including California), this right of redemption applies only to   
sales following judicial foreclosure, and not to sales pursuant to a            
non-judicial power of sale. In most states where the right of redemption is     
available, statutory redemption may occur upon payment of the foreclosure       
purchase price, accrued interest and taxes. In other states, redemption may be  
authorized if the former borrower pays only a portion of the sums due. The      
effect of a statutory right of redemption is to diminish the ability of the     
lender to sell the foreclosed property. The exercise of a right of redemption   
would defeat the title of any purchaser from the lender subsequent to           
foreclosure or sale under a deed of trust. Consequently, the practical effect of
the redemption right is to force the lender to retain the property and pay the  
expenses of ownership until the redemption period has run. In some states, there
is no right to redeem property after a trustee's sale under a deed of trust.    

Anti-Deficiency Legislation and Other Limitations On Lenders                    

      Certain states have imposed statutory and judicial restrictions that limit
the remedies of a beneficiary under a deed of trust or a mortgagee under a      
mortgage. In some states, including California, statutes and case law limit the 
right of the beneficiary or mortgagee to obtain a deficiency judgment against   
borrowers financing the purchase of their residence or following sale under a   
deed of trust or certain other foreclosure proceedings. A deficiency judgment is
a personal judgment against the borrower equal in most cases to the difference  
between the amount due to the lender and the fair market value of the real      
property at the time of the foreclosure sale. In certain states, including      
California, if a lender simultaneously originates a loan secured by a senior    
lien on a particular property and a loan secured by a junior lien on the same   
property, such a lender as the holder of the junior lien may be precluded from  
obtaining a deficiency judgment with respect to the excess of the aggregate     
amount owed under both such loans over the proceeds of any sale under a deed of 
trust or other foreclosure proceedings. As a result of these prohibitions, it is
anticipated that in most instances the master servicer will utilize the         
non-judicial foreclosure remedy and will not seek deficiency judgments against  
defaulting borrowers.                                                           

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   Some state statutes require the beneficiary or mortgagee to exhaust the
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;        
however, in some of these states, the lender, following judgment on such        
personal action, may be deemed to have elected a remedy and may be precluded    
from exercising remedies with respect to the security. Consequently, the        
practical effect of the election requirement, when applicable, is that lenders  
will usually proceed first against the security rather than bringing a personal 
action against the borrower. In some states, exceptions to the anti-deficiency  
statutes are provided for in certain instances where the value of the lender's  
security has been impaired by acts or omissions of the borrower, for example, in
the event of waste of the property. Finally, other statutory provisions limit   
any deficiency judgment against the former borrower following a foreclosure sale
to the excess of the outstanding debt over the fair market value of the property
at the time of the public sale. The purpose of these statutes is generally to   
prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment 
against the former borrower as a result of low or no bids at the foreclosure    
sale.                                                                           

     Generally, Article 9 of the UCC governs foreclosure on cooperative shares
and the related proprietary lease or occupancy agreement. Some courts have      
interpreted section 9-504 of the UCC to prohibit a deficiency award unless the  
creditor establishes that the sale of the collateral (which, in the case of a   
cooperative loan, would be the shares of the cooperative and the related        
proprietary lease or occupancy agreement) was conducted in a commercially       
reasonable manner.                                                              

  In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,  
and state laws affording relief to debtors, may interfere with or affect the    
ability of the secured mortgage lender to realize upon its security. For        
example, in a proceeding under the federal Bankruptcy Code, a lender may not    
foreclose on a mortgaged property without the permission of the bankruptcy      
court. The rehabilitation plan proposed by the debtor may provide, if the       
mortgaged property is not the debtor's principal residence and the court        
determines that the value of the mortgaged property is less than the principal  
balance of the mortgage loan, for the reduction of the secured indebtedness to  
the value of the mortgaged property as of the date of the commencement of the   
bankruptcy, rendering the lender a general unsecured creditor for the           
difference, and also may reduce the monthly payments due under such mortgage    
loan, change the rate of interest and alter the mortgage loan repayment         
schedule. The effect of any such proceedings under the federal Bankruptcy Code, 
including but not limited to any automatic stay, could result in delays in      
receiving payments on the loans underlying a series of securities and possible  
reductions in the aggregate amount of such payments.                            

    The federal tax laws provide priority to certain tax liens over the lien
of a mortgage or secured party.                                                 

Due-On-Sale Clauses                                                             

     Generally, each conventional loan will contain a due-on-sale clause which
will generally provide that if the mortgagor or obligor sells, transfers or     
conveys the Property, the loan or contract may be accelerated by the mortgagee  
or secured party. Court decisions and legislative actions have placed           
substantial restriction on the right of lenders to enforce such clauses in many 
states. For instance, the California Supreme Court in August 1978 held that     
due-on-sale clauses were generally unenforceable. However, the Garn-St Germain  
Depository Institutions Act of 1982 (the "Garn-St Germain Act"), subject to     
certain exceptions, preempts state constitutional, statutory and case law       
prohibiting the enforcement of due-on-sale clauses. As a result, due-on-sale    
clauses have become generally enforceable except in those states whose          
legislatures exercised their authority to regulate the enforceability of such   
clauses with respect to mortgage loans that were (i) originated or assumed      
during the "window period" under the Garn-St Germain Act which ended in all     
cases not later than October 15, 1982, and (ii) originated by lenders other than
national banks, federal savings institutions and federal credit unions. FHLMC   
has taken the position in its published mortgage servicing standards that, out  
of a total of eleven "window period states," five states (Arizona, Michigan,    
Minnesota, New Mexico and Utah) have enacted statutes extending, on various     
terms and for varying periods, the prohibition on enforcement of due-on-sale    
clauses with respect to certain categories of window period loans. Also, the    
Garn-St Germain Act does "encourage" lenders to permit                          

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assumption of loans at the original rate of interest or at some other rate less 
than the average of the original rate and the market rate.                      

   As to loans secured by an owner-occupied residence, the Garn-St Germain
Act sets forth nine specific instances in which a mortgagee covered by the Act  
may not exercise its rights under a due-on-sale clause, notwithstanding the fact
that a transfer of the property may have occurred. The inability to enforce a   
due-on-sale clause may result in transfer of the related Property to an         
uncreditworthy person, which could increase the likelihood of default or may    
result in a mortgage bearing an interest rate below the current market rate     
being assumed by a new home buyer, which may affect the average life of the     
loans and the number of loans which may extend to maturity.                     

     In addition, under federal bankruptcy law, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be  
eliminated in any modified mortgage resulting from such bankruptcy proceeding.  

Enforceability of Prepayment and Late Payment Fees                              

    Forms of notes, mortgages and deeds of trust used by lenders may contain
provisions obligating the borrower to pay a late charge if payments are not     
timely made, and in some circumstances may provide for prepayment fees or       
penalties if the obligation is paid prior to maturity. In certain states, there 
are or may be specific limitations upon the late charges which a lender may     
collect from a borrower for delinquent payments. Certain states also limit the  
amounts that a lender may collect from a borrower as an additional charge if the
loan is prepaid. Under certain state laws, prepayment charges may not be imposed
after a certain period of time following the origination of mortgage loans with 
respect to prepayments on loans secured by liens encumbering owner-occupied     
residential properties. Since many of the Properties will be owner-occupied, it 
is anticipated that prepayment charges may not be imposed with respect to many  
of the loans. The absence of such a restraint on prepayment, particularly with  
respect to fixed rate loans having higher Loan Rates, may increase the          
likelihood of refinancing or other early retirement of such loans or contracts. 
Late charges and prepayment fees are typically retained by servicers as         
additional servicing compensation.                                              

Applicability of Usury Laws                                                     

    Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ("Title V") provides that state usury        
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. The Office of Thrift        
Supervision, as successor to the Federal Home Loan Bank Board, is authorized to 
issue rules and regulations and to publish interpretations governing            
implementation of Title V. The statute authorized the states to reimpose        
interest rate limits by adopting, before April 1, 1983, a law or constitutional 
provision which expressly rejects an application of the federal law. Fifteen    
states adopted such a law prior to the April 1, 1983 deadline. In addition, even
where Title V is not so rejected, any state is authorized by the law to adopt a 
provision limiting discount points or other charges on mortgage loans covered by
Title V. Certain states have taken action to reimpose interest rate limits      
and/or to limit discount points or other charges.                               

Home Improvement Finance                                                        

  General. The trust fund may own home improvement loans ("HI Loans") or
home improvement sales contracts ("HI Contracts"). HI Loans are loans that are  
made by lenders to finance the purchase of home improvements from third party   
sellers, and may be secured by real estate or personal property. HI Contracts   
involve sales agreements under which sellers of home improvements extend credit 
to the purchasers and retain personal property security interests in the home   
improvements as collateral for repayment of the credits.                        

 Real Estate Collateral. HI Loans secured by real estate generally are
subject to many of the same laws that apply to other types of mortgage loans,   
especially laws applicable to home equity or junior lien mortgages. In addition,
some laws may provide particular consumer protections in connection with        

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mortgage loans that are used to finance home improvements, such as special      
disclosures or limits on creditor remedies.                                     

    Sale of Chattel Paper. The credit agreements evidencing HI Loans secured
by personal property and HI Contracts generally are "chattel paper" as defined  
in the UCC. Pursuant to the UCC, the sale of chattel paper is treated in a      
manner similar to perfection of a security interest in chattel paper. Under the 
related agreement, the depositor will transfer physical possession of the       
chattel paper to the trustee or a designated custodian or may retain possession 
of the chattel paper as custodian for the trustee. In addition, the depositor   
will make an appropriate filing of a UCC-1 financing statement in the           
appropriate states to, among other things, give notice of the trust's ownership 
of the chattel paper. In general, the chattel paper will not be stamped or      
otherwise marked to reflect assignment of the chattel paper from the depositor  
to the trustee. Therefore, if through negligence, fraud or otherwise, a         
subsequent purchaser were able to take physical possession of the chattel paper 
without notice of such assignment, the trust's interest in the chattel paper    
could be defeated.                                                              

    Perfection of Personal Property Security Interests. The HI Loans secured
by personal property and the HI Contracts generally include a "purchase money   
security interest," as defined in the UCC, in the home improvements being       
financed. A financing statement generally is not required to be filed to perfect
a purchase money security interest in consumer goods. Such purchase money       
security interests are assignable. In general, a purchase money security        
interest grants to the holder a security interest that has priority over a      
conflicting security interest in the same collateral and the proceeds of such   
collateral. However, to the extent that the collateral subject to a purchase    
money security interest becomes a fixture, in order for the related purchase    
money security interest to take priority over a conflicting interest in the     
fixture, the holder's interest in such home improvement must generally be       
perfected by a timely fixture filing. In general, a security interest does not  
exist under the UCC in ordinary building materials incorporated into an         
improvement on land. A security interest in lumber, bricks, other types of      
ordinary building materials or other goods that are deemed to lose such         
characterization upon incorporation of such materials into the related property,
will not be secured by a purchase money security interest in the home           
improvement being financed.                                                     

      Enforcement of Security Interest in Home Improvements. So long as the home
improvement remains personal property and has not become subject to the real    
estate law, a creditor with a security interest in the property can repossess   
the home improvement by voluntary surrender, by "self-help" repossession that is
"peaceful" (i.e., without breach of the peace) or, in the absence of voluntary  
surrender and the ability to repossess without breach of the peace, by judicial 
process. The holder of a security interest must give the debtor a number of     
days' notice, which generally varies from 10 to 30 days depending on the state, 
prior to commencement of any repossession. The UCC and consumer protection laws 
in most states place restrictions on repossession sales, including requiring    
prior notice to the debtor and commercial reasonableness in effecting such a    
sale.                                                                           

      Under the laws applicable in many states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and      
resale of the personal property securing the debtor's loan. However, some states
impose prohibitions or limitations on deficiency judgments, and in many cases   
the defaulting borrower would have no assets with which to pay a judgment. Also,
certain other statutory provisions, including federal and state bankruptcy and  
insolvency laws and general equitable principles, may limit or delay the ability
of a creditor to repossess and resell personal property collateral or enforce a 
deficiency judgment.                                                            

 Consumer Claims and Defenses. The Federal Trade Commission's Consumer
Claims and Defenses Rule ("FTC Rule") provides that a seller financing the sale 
of consumer goods or services must include in the consumer credit contract a    
notice that the purchaser of the contract will take the contract subject to the 
claims and defenses that the consumer could assert against the seller. The FTC  
Rule also provides that, if a seller of consumer goods or services refers a     
purchaser to a lender, or is affiliated with the lender by common control,      
contract or business arrangement, the seller may not accept the proceeds of a   
purchase money loan made by the lender unless the consumer credit contract      
contains a notice that the                                                      

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holder of the contract is subject to the claims and defenses that the consumer  
could assert against the seller. Thus, holders of HI Contracts and certain HI   
Loans may be subject to claims and defenses that could be asserted against the  
seller of home improvements. Liability under the FTC Rule generally is limited  
to amounts received by the holder of the consumer credit obligation; however,   
the consumer may be able to assert the FTC Rule as a defense to a claim brought 
by the trustee against the consumer.                                            

Servicemembers Civil Relief Act                                                 

  Generally, under the terms of the Servicemembers Civil Relief Act (the
"Relief Act"), a borrower who enters military service after the origination of  
such borrower's loan (including a borrower who is a member of the National Guard
or is in reserve status at the time of the origination of the loan and is later 
called to active duty) may not be charged interest above an annual rate of 6%   
during the period of such borrower's active duty status, unless a court orders  
otherwise upon application of the lender. It is possible that such interest rate
limitation could have an effect, for an indeterminate period of time, on the    
ability of the master servicer to collect full amounts of interest on certain of
the loans. Unless otherwise provided in the related prospectus supplement, any  
shortfall in interest collections resulting from the application of the Relief  
Act could result in losses to securityholders. The Relief Act also imposes      
limitations which would impair the ability of the master servicer to foreclose  
on an affected loan during the borrower's period of active duty status.         
Moreover, the Relief Act permits the extension of a loan's maturity and the re- 
adjustment of its payment schedule beyond the completion of military service.   
Thus, in the event that such a loan goes into default, there may be delays and  
losses occasioned by the inability to realize upon the Property in a timely     
fashion.                                                                        

Junior Mortgages and Rights of Senior Mortgagees                                

   To the extent that the loans comprising the trust fund for a series are
secured by mortgages which are junior to other mortgages held by other lenders  
or institutional investors, the rights of the trust fund (and therefore the     
securityholders), as mortgagee under any such junior mortgage, are subordinate  
to those of any mortgagee under any senior mortgage. The senior mortgagee has   
the right to receive hazard insurance and condemnation proceeds and to cause the
property securing the loan to be sold upon default of the mortgagor, thereby    
extinguishing the junior mortgagee's lien unless the junior mortgagee asserts   
its subordinate interest in the property in foreclosure litigation and,         
possibly, satisfies the defaulted senior mortgage. A junior mortgagee may       
satisfy a defaulted senior loan in full and, in some states, may cure a default 
and bring the senior loan current, in either event adding the amounts expended  
to the balance due on the junior loan. In many states, absent a provision in the
mortgage or deed of trust, no notice of default is required to be given to a    
junior mortgagee.                                                               

Other Loan Provisions and Lender Requirements                                   

The standard form of the mortgage used by most institutional lenders
confers on the mortgagee the right both to receive all proceeds collected under 
any hazard insurance policy and all awards made in connection with condemnation 
proceedings, and to apply such proceeds and awards to any indebtedness secured  
by the mortgage, in such order as the mortgagee may determine. Thus, in the     
event improvements on the property are damaged or destroyed by fire or other    
casualty, or in the event the property is taken by condemnation, the mortgagee  
or beneficiary under senior mortgages will have the prior right to collect any  
insurance proceeds payable under a hazard insurance policy and any award of     
damages in connection with the condemnation and to apply the same to the        
indebtedness secured by the senior mortgages. Proceeds in excess of the amount  
of senior mortgage indebtedness, in most cases, may be applied to the           
indebtedness of a junior mortgage. Lenders in California may not require a      
borrower to provide property insurance for more than the replacement cost of the
improvements, even if the loan balance exceeds this amount. In the event of a   
casualty, lenders may be required to make the insurance proceeds available to   
the borrower for repair and restoration, rather than applying the proceeds to   
outstanding indebtedness.                                                       

    Another provision sometimes found in the form of the mortgage or deed of
trust used by institutional lenders obligates the mortgagor to pay before       
delinquency all taxes and assessments on the property and,                      

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when due, all encumbrances, charges and liens on the property which appear prior
to the mortgage or deed of trust, to provide and maintain fire insurance on the 
property, to maintain and repair the property and not to commit or permit any   
waste thereof, and to appear in and defend any action or proceeding purporting  
to affect the property or the rights of the mortgagee under the mortgage. Upon a
failure of the mortgagor to perform any of these obligations, the mortgagee is  
given the right under certain mortgages to perform the obligation itself, at its
election, with the mortgagor agreeing to reimburse the mortgagee for any sums   
expended by the mortgagee on behalf of the mortgagor. All sums so expended by   
the mortgagee become part of the indebtedness secured by the mortgage. In some  
cases lenders require borrowers to make monthly deposits for estimated real     
estate taxes and property insurance premiums. Certain states, including         
California, impose limitations on both the amount of tax and insurance impounds 
that may be collected from a borrower, and upon the application of the impounded
funds.                                                                          

Generally lenders begin charging interest from the date the loan is 
disbursed. In California regulations may prohibit mortgage lenders financing    
residential purchases from charging interest on loan amounts outstanding for    
periods more than one day prior to the recording of the deed to the residence,  
even though the loan proceeds have been disbursed into escrow.                  

Priority of Additional Advances                                                 

 The form of credit line trust deed or mortgage generally used by most
institutional lenders which make revolving credit line loans typically contains 
a "future advance" clause, which provides, in essence, that additional amounts  
advanced to or on behalf of the borrower by the beneficiary or lender are to be 
secured by the deed of trust or mortgage. The priority of the lien securing any 
advance made under the clause may depend in most states on whether the deed of  
trust or mortgage is called and recorded as a credit line deed of trust or      
mortgage. If the beneficiary or lender advances additional amounts, the advance 
is entitled to receive the same priority as amounts initially advanced under the
trust deed or mortgage, notwithstanding the fact that there may be junior trust 
deeds or mortgages and other liens which intervene between the date of recording
of the trust deed or mortgage and the date of the future advance, and           
notwithstanding that the beneficiary or lender had actual knowledge of such     
intervening junior trust deeds or mortgages and other liens at the time of the  
advance. In most states, the trust deed or mortgage lien securing mortgage loans
of the type which includes home equity credit lines applies retroactively to the
date of the original recording of the trust deed or mortgage, provided that the 
total amount of advances under the home equity credit line does not exceed the  
maximum specified principal amount of the recorded trust deed or mortgage,      
except as to advances made after receipt by the lender of a written notice of   
lien from a judgment lien creditor of the trustor. In California priority will  
be lost with respect to advances made under subsequently recorded deeds of trust
or mortgages, if the prior credit line lender has knowledge of such advances    
unless the advances under the secured credit line are determined to be          
"obligatory" rather than "discretionary."                                       

The Title I Program                                                             

General. Certain of the loans contained in a trust fund may be loans
insured under the FHA Title I Credit Insurance program created pursuant to      
Sections 1 and 2(a) of the National Housing Act of 1934 (the "Title I Program").
Under the Title I Program, the FHA is authorized and empowered to insure        
qualified lending institutions against losses on eligible loans. The Title I    
Program operates as a coinsurance program in which the FHA insures up to 90% of 
certain losses incurred on an individual insured loan, including the unpaid     
principal balance of the loan, but only to the extent of the insurance coverage 
available in the lender's FHA insurance coverage reserve account. The owner of  
the loan bears the uninsured loss on each loan.                                 

    The types of loans which are eligible for insurance by the FHA under the
Title I Program include property improvement loans ("Property Improvement Loans"
or "Title I Loans"). A Property Improvement Loan or Title I Loan means a loan   
made to finance actions or items that substantially protect or improve the basic
livability or utility of a property and includes single family improvement      
loans.                                                                          

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  There are two basic methods of lending or originating such loans which
include a "direct loan" or a "dealer loan". With respect to a direct loan, the  
borrower makes application directly to a lender without any assistance from a   
dealer, which application may be filled out by the borrower or by a person      
acting at the direction of the borrower who does not have a financial interest  
in the loan transaction, and the lender may disburse the loan proceeds solely to
the borrower or jointly to the borrower and other parties to the transaction.   
With respect to a dealer loan, the dealer, who has a direct or indirect         
financial interest in the loan transaction, assists the borrower in preparing   
the loan application or otherwise assists the borrower in obtaining the loan    
from lender and the lender may distribute proceeds solely to the dealer or the  
borrower or jointly to the borrower and the dealer or other parties. With       
respect to a dealer Title I Loan, a dealer may include a seller, a contractor or
supplier of goods or services.                                                  

Loans insured under the Title I Program are required to have fixed  
interest rates and, generally, provide for equal installment payments due       
weekly, biweekly, semi-monthly or monthly, except that a loan may be payable    
quarterly or semi-annually in order to correspond with the borrower's irregular 
flow of income. The first or last payments (or both) may vary in amount but may 
not exceed 150% of the regular installment payment, and the first scheduled     
payment may be due no later than two months from the date of the loan. The note 
must contain a provision permitting full or partial prepayment of the loan. The 
interest rate may be established by the lender and must be fixed for the term of
the loan and recited in the note. Interest on an insured loan must accrue from  
the date of the loan and be calculated on a simple interest basis. The lender   
must assure that the note and all other documents evidencing the loan are in    
compliance with applicable federal, state and local laws.                       

Each insured lender is required to use prudent lending standards in 
underwriting individual loans and to satisfy the applicable loan underwriting   
requirements under the Title I Program prior to its approval of the loan and    
disbursement of loan proceeds. Generally, the lender must exercise prudence and 
diligence to determine whether the borrower and any co-maker is solvent and an  
acceptable credit risk, with a reasonable ability to make payments on the loan  
obligation. The lender's credit application and review must determine whether   
the borrower's income will be adequate to meet the periodic payments required by
the loan, as well as the borrower's other housing and recurring expenses, which 
determination must be made in accordance with the expense-to-income ratios      
published by the Secretary of HUD.                                              

Under the Title I Program, the FHA does not review or approve for   
qualification for insurance the individual loans insured thereunder at the time 
of approval by the lending institution (as is typically the case with other     
federal loan programs). If, after a loan has been made and reported for         
insurance under the Title I Program, the lender discovers any material          
misstatement of fact or that the loan proceeds have been misused by the         
borrower, dealer or any other party, it shall promptly report this to the FHA.  
In such case, provided that the validity of any lien on the property has not    
been impaired, the insurance of the loan under the Title I Program will not be  
affected unless such material misstatements of fact or misuse of loan proceeds  
was caused by (or was knowingly sanctioned by) the lender or its employees.     

    Requirements for Title I Loans. The maximum principal amount for Title I
Loans must not exceed the actual cost of the project plus any applicable fees   
and charges allowed under the Title I Program; provided that such maximum amount
does not exceed $25,000 (or the current applicable amount) for a single family  
property improvement loan. Generally, the term of a Title I Loan may not be less
than six months nor greater than 20 years and 32 days. A borrower may obtain    
multiple Title I Loans with respect to multiple properties, and a borrower may  
obtain more than one Title I Loan with respect to a single property, in each    
case as long as the total outstanding balance of all Title I Loans in the same  
property does not exceed the maximum loan amount for the type of Title I Loan   
thereon having the highest permissible loan amount.                             

      Borrower eligibility for a Title I Loan requires that the borrower have at
least a one-half interest in either fee simple title to the real property, a    
lease thereof for a term expiring at least six months after the final maturity  
of the Title I Loan or a recorded land installment contract for the purchase of 
the real property, and that the borrower have equity in the property being      
improved at least equal to the amount of the Title I Loan if such loan amount   
exceeds $15,000. Any Title I Loan in excess of $7,500 must be                   

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secured by a recorded lien on the improved property which is evidenced by a     
mortgage or deed of trust executed by the borrower and all other owners in fee  
simple.                                                                         

 The proceeds from a Title I Loan may be used only to finance property
improvements which substantially protect or improve the basic livability or     
utility of the property as disclosed in the loan application. The Secretary of  
HUD has published a list of items and activities which cannot be financed with  
proceeds from any Title I Loan and from time to time the Secretary of HUD may   
amend such list of items and activities. With respect to any dealer Title I     
Loan, before the lender may disburse funds, the lender must have in its         
possession a completion certificate on a HUD approved form, signed by the       
borrower and the dealer. With respect to any direct Title I Loan, the borrower  
is required to submit to the lender, promptly upon completion of the            
improvements but not later than six months after disbursement of the loan       
proceeds with one six month extension if necessary, a completion certificate,   
signed by the borrower. The lender or its agent is required to conduct an       
on-site inspection on any Title I Loan where the principal obligation is $7,500 
or more, and on any direct Title I Loan where the borrower fails to submit a    
completion certificate.                                                         

    FHA Insurance Coverage. Under the Title I Program the FHA establishes an
insurance coverage reserve account for each lender which has been granted a     
Title I insurance contract. The amount of insurance coverage in this account is 
10% of the amount disbursed, advanced or expended by the lender in originating  
or purchasing eligible loans registered with FHA for Title I insurance, with    
certain adjustments. The balance in the insurance coverage reserve account is   
the maximum amount of insurance claims the FHA is required to pay. Loans to be  
insured under the Title I Program will be registered for insurance by the FHA   
and the insurance coverage attributable to such loans will be included in the   
insurance coverage reserve account for the originating or purchasing lender     
following the receipt and acknowledgment by the FHA of a loan report on the     
prescribed form pursuant to the Title I regulations. The FHA charges a fee of   
0.50% per annum of the net proceeds (the original balance) of any eligible loan 
so reported and acknowledged for insurance by the originating lender. The FHA   
bills the lender for the insurance premium on each insured loan annually, on    
approximately the anniversary date of the loan's origination. If an insured loan
is prepaid during the year, FHA will not refund the insurance premium, but will 
abate any insurance charges falling due after such prepayment.                  

Under the Title I Program the FHA will reduce the insurance coverage
available in the lender's FHA insurance coverage reserve account with respect to
loans insured under the lender's contract of insurance by (i) the amount of the 
FHA insurance claims approved for payment relating to such insured loans and    
(ii) the amount of insurance coverage attributable to insured loans sold by the 
lender. The balance of the lender's FHA insurance coverage reserve account will 
be further adjusted as required under Title I or by the FHA, and the insurance  
coverage therein may be earmarked with respect to each or any eligible loans    
insured thereunder, if a determination is made by the Secretary of HUD that it  
is in its interest to do so. Originations and acquisitions of new eligible loans
will continue to increase a lender's insurance coverage reserve account balance 
by 10% of the amount disbursed, advanced or expended in originating or acquiring
such eligible loans registered with the FHA for insurance under the Title I     
Program. The Secretary of HUD may transfer insurance coverage between insurance 
coverage reserve accounts with earmarking with respect to a particular insured  
loan or group of insured loans when a determination is made that it is in the   
Secretary's interest to do so.                                                  

The lender may transfer (except as collateral in a bona fide loan   
transaction) insured loans and loans reported for insurance only to another     
qualified lender under a valid Title I contract of insurance. Unless an insured 
loan is transferred with recourse or with a guaranty or repurchase agreement,   
the FHA, upon receipt of written notification of the transfer of such loan in   
accordance with the Title I regulations, will transfer from the transferor's    
insurance coverage reserve account to the transferee's insurance coverage       
reserve account an amount, if available, equal to 10% of the actual purchase    
price or the net unpaid principal balance of such loan (whichever is less).     
However, under the Title I Program not more than $5,000 in insurance coverage   
shall be transferred to or from a lender's insurance coverage reserve account   
during any October 1 to September 30 period without the prior approval of the   
Secretary of HUD.                                                               

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     Claims Procedures Under Title I. Under the Title I Program the lender may
accelerate an insured loan following a default on such loan only after the      
lender or its agent has contacted the borrower in a face-to-face meeting or by  
telephone to discuss the reasons for the default and to seek its cure. If the   
borrower does not cure the default or agree to a modification agreement or      
repayment plan, the lender will notify the borrower in writing that, unless     
within 30 days the default is cured or the borrower enters into a modification  
agreement or repayment plan, the loan will be accelerated and that, if the      
default persists, the lender will report the default to an appropriate credit   
agency. The lender may rescind the acceleration of maturity after full payment  
is due and reinstate the loan only if the borrower brings the loan current,     
executes a modification agreement or agrees to an acceptable repayment plan.    

      Following acceleration of maturity upon a secured Title I Loan, the lender
may either (a) proceed against the property under any security instrument, or   
(b) make a claim under the lender's contract of insurance. If the lender chooses
to proceed against the property under a security instrument (or if it accepts a 
voluntary conveyance or surrender of the property), the lender may file an      
insurance claim only with the prior approval of the Secretary of HUD.           

 When a lender files an insurance claim with the FHA under the Title I
Program, the FHA reviews the claim, the complete loan file and documentation of 
the lender's efforts to obtain recourse against any dealer who has agreed       
thereto, certification of compliance with applicable state and local laws in    
carrying out any foreclosure or repossession, and evidence that the lender has  
properly filed proofs of claims, where the borrower is bankrupt or deceased.    
Generally, a claim for reimbursement for loss on any Title I Loan must be filed 
with the FHA no later than nine months after the date of default of such loan.  
Concurrently with filing the insurance claim, the lender shall assign to the    
United States of America the lender's entire interest in the loan note (or a    
judgment in lieu of the note), in any security held and in any claim filed in   
any legal proceedings. If, at the time the note is assigned to the United       
States, the Secretary has reason to believe that the note is not valid or       
enforceable against the borrower, the FHA may deny the claim and reassign the   
note to the lender. If either such defect is discovered after the FHA has paid a
claim, the FHA may require the lender to repurchase the paid claim and to accept
a reassignment of the loan note. If the lender subsequently obtains a valid and 
enforceable judgment against the borrower, the lender may resubmit a new        
insurance claim with an assignment of the judgment. The FHA may contest any     
insurance claim and make a demand for repurchase of the loan at any time up to  
two years from the date the claim was certified for payment and may do so       
thereafter in the event of fraud or misrepresentation on the part of the lender.

   Under the Title I Program the amount of an FHA insurance claim payment,
when made, is equal to the Claimable Amount, up to the amount of insurance      
coverage in the lender's insurance coverage reserve account. For the purposes   
hereof, the "Claimable Amount" means an amount equal to 90% of the sum of: (a)  
the unpaid loan obligation (net unpaid principal and the uncollected interest   
earned to the date of default) with adjustments thereto if the lender has       
proceeded against property securing such loan; (b) the interest on the unpaid   
amount of the loan obligation from the date of default to the date of the       
claim's initial submission for payment plus 15 calendar days (but not to exceed 
9 months from the date of default), calculated at the rate of 7% per annum; (c) 
the uncollected court costs; (d) the attorney's fees not to exceed $500; and (e)
the expenses for recording the assignment of the security to the United States. 

Consumer Protection Laws                                                        

 Federal, state and local laws extensively regulate various aspects of
brokering, originating, servicing and collecting loans secured by consumers'    
dwellings. Among other things, these laws may regulate interest rates and other 
charges, require disclosures, impose financial privacy requirements, mandate    
specific business practices, and prohibit unfair and deceptive trade practices. 
In addition, licensing requirements may be imposed on persons that broker,      
originate, service or collect such loans.                                       

     Additional requirements may be imposed under federal, state or local laws
on so-called "high cost mortgage loans," which typically are defined as loans   
secured by a consumer's dwelling that have interest                             

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rates or origination costs in excess of prescribed levels. These laws may limit 
certain loan terms, such as prepayment penalties, or the ability of a creditor  
to refinance a loan unless it is in the borrower's interest. In addition,       
certain of these laws may allow claims against loan brokers or originators,     
including claims based on fraud or misrepresentations, to be asserted against   
persons acquiring the loans, such as the trust fund.                            

   The federal laws that may apply to loans held in the trust fund include
the following:                                                                  

  o     the Truth in Lending Act and its regulations, which (among other
       things) require disclosures to borrowers regarding the terms of
           loans and provide consumers who pledged their principal dwelling as
      collateral in a non-purchase money transaction with a right of
     rescission that generally extends for three days after proper
disclosures are given;                                  

   o     the Home Ownership and Equity Protection Act and its regulations,
which (among other things) imposes additional disclosure
       requirements and limitations on loan terms with respect to non-
   purchase money, installment loans secured by the consumer's
           principal dwelling that have interest rates or origination costs in
excess of prescribed levels;                            

   o     the Home Equity Loan Consumer Protection Act and its regulations,
     which (among other things) limits changes that may be made to
            open-end loans secured by the consumer's dwelling, and restricts the
           ability to accelerate balances or suspend credit privileges on such
loans;                                                  

      o     the Real Estate Settlement Procedures Act and its regulations, which
           (among other things) prohibit the payment of referral fees for real
            estate settlement services (including mortgage lending and brokerage
          services) and regulate escrow accounts for taxes and insurance and
billing inquiries made by borrowers;                    

    o     the Equal Credit Opportunity Act and its regulations, which (among
           other things) generally prohibits discrimination in any aspect of a
          credit transaction on certain enumerated basis, such as age, race,
           color, sex, religion, marital status, national origin or receipt of
public assistance;                                      

     o     the Fair Credit Reporting Act, which (among other things) regulates
    the use of consumer reports obtained from consumer reporting
   agencies and the reporting of payment histories to consumer
reporting agencies; and                                 

 o     the Federal Trade Commission's Rule on Preservation of Consumer
           Claims and Defenses, which generally provides that the rights of an
       assignee of a conditional sales contract (or of certain lenders
            making purchase money loans) to enforce a consumer credit obligation
      are subject to the claims and defenses that the consumer could
      assert against the seller of goods or services financed in the
credit transaction.                                     

The penalties for violating these federal, state, or local laws vary
depending on the applicable law and the particular facts of the situation.      
However, private plaintiffs typically may assert claims for actual damages and, 
in some cases, also may recover civil money penalties or exercise a right to    
rescind the loan. Violations of certain laws may limit the ability to collect   
all or part of the principal or interest on a loan and, in some cases, borrowers
even may be entitled to a refund of amounts previously paid. Federal, state and 
local administrative or law enforcement agencies also may be entitled to bring  
legal actions, including actions for civil money penalties or restitution, for  
violations of certain of these laws.                                            

      Depending on the particular alleged misconduct, it is possible that claims
may be asserted against various participants in secondary market transactions,  
including assignees that hold the loans, such as the trust fund. Losses on loans
from the application of these federal, state and local laws that are not        
otherwise covered by a credit enhancement will be borne by the holders of one or
more classes of securities.                                                     

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Material Federal Income Tax Consequences

General                                                                         

     The following is a summary of the anticipated material federal income tax
consequences of the purchase, ownership, and disposition of the securities and  
is based on advice of special counsel to the depositor ("Tax Counsel"), named in
the prospectus supplement. The summary is based upon the provisions and         
interpretations of the Code, the regulations promulgated thereunder, including, 
where applicable, proposed regulations, and the judicial and administrative     
rulings and decisions now in effect, all of which are subject to change, which  
change could apply retroactively.                                               

   The summary does not purport to deal with all aspects of federal income
taxation that may affect particular investors in light of their individual      
circumstances, nor with certain types of investors subject to special treatment 
under the federal income tax laws. This summary focuses primarily upon investors
who will hold securities as "capital assets" (generally, property held for      
investment) within the meaning of Section 1221 of the Code, but much of the     
discussion is applicable to other investors as well. Prospective Investors are  
advised to consult their own tax advisers concerning the federal, state, local  
and any other tax consequences to them of the purchase, ownership and           
disposition of the securities.                                                  

 The federal income tax consequences to Holders will vary depending on
whether                                                                         

o     the securities of a series are classified as indebtedness;    

      o     an election is made to treat the trust fund relating to a particular
         series of securities as a real estate mortgage investment conduit
          ("REMIC") under the Internal Revenue Code of 1986, as amended (the
"Code");                                                

      o     the securities represent an ownership interest in some or all of the
assets included in the trust fund for a series; or      

      o     an election is made to treat the trust fund relating to a particular
series of certificates as a partnership.                

    The prospectus supplement for each series of securities will specify how
the securities will be treated for federal income tax purposes and will discuss 
whether a REMIC election, if any, will be made with respect to such series.     
Prior to issuance of each series of securities, the depositor shall file with   
the SEC a Form 8-K on behalf of the related trust fund containing an opinion of 
Tax Counsel with respect to the validity of the information set forth under     
"Material Federal Income Tax Consequences" herein and in the related prospectus 
supplement.                                                                     

Taxation of Debt Securities                                                     

    Interest and Acquisition Discount. The income on securities representing
regular interests in a REMIC ("Regular Interest Securities") are generally      
taxable to holders in the same manner as the income on evidences of             
indebtedness. Stated interest on the Regular Interest Securities will be taxable
as ordinary income and taken into account using the accrual method of           
accounting, regardless of the Holder's normal accounting method. Interest (other
than original issue discount) on securities (other than Regular Interest        
Securities) that are characterized as indebtedness for federal income tax       
purposes will be includible in income by holders thereof in accordance with     
their usual methods of accounting. Securities characterized as debt for federal 
income tax purposes and Regular Interest Securities will be referred to         
hereinafter collectively as "Debt securities."                                  

      Debt securities that are Compound Interest securities will, and certain of
the other Debt securities may, be issued with "original issue discount" ("OID").
The following discussion is based in part on the rules governing OID which are  
set forth in Sections 1271 through 1275 of the Code and the Treasury regulations
issued thereunder (the "OID Regulations"). A Holder should be aware, however,   
that the OID Regulations do not adequately address certain issues relevant to   
prepayable securities, such as the Debt securities.                             

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 In general, OID, if any, will equal the difference between the stated
redemption price at maturity of a Debt security and its issue price. A holder of
a Debt security must include OID in gross income as ordinary interest income as 
it accrues under a method taking into account an economic accrual of the        
discount. In general, OID must be included in income in advance of the receipt  
of the cash representing that income. The amount of OID on a Debt security will 
be considered to be zero, however if the interest is less than a de minimis     
amount as determined under the Code.                                            

The issue price of a Debt security is the first price at which a    
substantial amount of Debt securities of that class are sold to the public      
(excluding bond houses, brokers, underwriters or wholesalers). If less than a   
substantial amount of a particular class of Debt securities is sold for cash on 
or prior to the related Closing Date, the issue price for such class will be    
treated as the fair market value of such class on such Closing Date. The issue  
price of a Debt security also includes the amount paid by an initial Debt       
security holder for accrued interest that relates to a period prior to the issue
date of the Debt security. The stated redemption price at maturity of a Debt    
security includes the original principal amount of the Debt security, but       
generally will not include distributions of interest if such distributions      
constitute "qualified stated interest."                                         

Under the OID Regulations, qualified stated interest generally means
interest payable at a single fixed rate or qualified variable rate (as described
below) provided that such interest payments are unconditionally payable at      
intervals of one year or less during the entire term of the Debt security. The  
OID Regulations state that interest payments are unconditionally payable only if
a late payment or nonpayment is expected to be penalized or reasonable remedies 
exist to compel payment. Certain Debt securities may provide for default        
remedies in the event of late payment or nonpayment of interest. The interest on
such Debt securities will be unconditionally payable and constitute qualified   
stated interest, not OID. However, absent clarification of the OID Regulations, 
where Debt securities do not provide for default remedies, the interest payments
will be included in the Debt security's stated redemption price at maturity and 
taxed as OID. Interest is payable at a single fixed rate only if the rate       
appropriately takes into account the length of the interval between payments.   
Distributions of interest on Debt securities with respect to which deferred     
interest will accrue, will not constitute qualified stated interest payments, in
which case the stated redemption price at maturity of such Debt securities      
includes all distributions of interest as well as principal thereon. If the     
interval between the issue date and the first distribution date on a Debt       
security is longer than the interval between subsequent distribution dates, but 
the amount of the distribution is not adjusted to reflect the longer interval,  
then for purposes of determining whether the Debt security has de minimis OID,  
the stated redemption price of the Debt security is treated as the issue price  
(determined as described above) plus the greater of (i) the amount of the       
distribution foregone or (ii) the excess (if any) of the Debt security's stated 
principal over its issue price. If the interval between the issue date and the  
first distribution date on a Debt security is shorter than the interval between 
subsequent distribution dates, but the amount of the distribution is not        
adjusted to reflect the shorter interval, then for the purposes of determining  
the OID, if any, on the Debt security, the excess amount of the distribution    
would be added to the Debt security's stated redemption price.                  

      Under the de minimis rule, OID on a Debt security will be considered to be
zero if such OID is less than 0.25% of the stated redemption price at maturity  
of the Debt security multiplied by the weighted average maturity of the Debt    
security. The weighted average maturity of a Debt security is the sum of the    
weighted maturity of each payment of the Debt security's stated redemption      
price. The weighted maturity of each stated redemption price payment is (i) the 
number of complete years from the issue date until the payment is made,         
multiplied by (ii) a fraction, the numerator of which is the amount of the      
payment and the denominator of which is the Debt security's total stated        
redemption price.                                                               

 Although currently unclear, it appears that the projected payments of
stated redemption price should be based on a schedule that is determined in     
accordance with the Prepayment Assumption. The Prepayment Assumption with       
respect to a series of Regular Certificates will be set forth in the related    
prospectus supplement. Holders generally must report de minimis OID pro rata as 
principal payments are received, and such income will be capital gain if the    
Debt security is held as a capital asset. However,                              

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holders may elect to accrue all de minimis OID as well as market discount under 
a constant interest method.                                                     

  Debt securities may provide for interest based on a qualified variable
rate. Under the OID Regulations, interest is treated as payable at a qualified  
variable rate and not as contingent interest if, generally,                     

o     such interest is unconditionally payable at least annually,   

  o     the issue price of the debt instrument does not exceed the total
noncontingent principal payments and                    

 o     interest is based on a "qualified floating rate," an "objective
         rate," or a combination of "qualified floating rates" that do not
    operate in a manner that significantly accelerates or defers
interest payments on such Debt security.                

  In the case of Compound Interest securities, certain Interest Weighted
Securities (as defined herein), and certain of the other Debt securities, none  
of the payments under the instrument will be considered qualified stated        
interest, and thus the aggregate amount of all payments will be included in the 
stated redemption price.                                                        

     The Internal Revenue Service (the "IRS") issued final regulations in June
1996 (the "Contingent Regulations") governing the calculation of OID on         
instruments having contingent interest payments. The Contingent Regulations     
specifically do not apply for purposes of calculating OID on debt instruments   
subject to Code Section 1272(a)(6), such as the Debt securities. Additionally,  
the OID Regulations do not contain provisions specifically interpreting Code    
Section 1272(a)(6). Until the Treasury issues guidance to the contrary, the     
trustee intends to base its computation on Code Section 1272(a)(6) and the OID  
Regulations as described in this prospectus. However, because no regulatory     
guidance currently exists under Code Section 1272(a)(6), there can be no        
assurance that such methodology represents the correct manner of calculating    
OID.                                                                            

The holder of a Debt security issued with OID must include in gross 
income, for all days during its taxable year on which it holds such Debt        
security, the sum of the "daily portions" of such original issue discount. The  
amount of OID includible in income by a holder will be computed by allocating to
each day during a taxable year a pro rata portion of the original issue discount
that accrued during the relevant accrual period. In the case of a Debt security 
that is not a Regular Interest Security and the principal payments on which are 
not subject to acceleration resulting from prepayments on the loans, the amount 
of OID includible in income of a Holder for an accrual period (generally the    
period over which interest accrues on the debt instrument) will equal the       
product of the yield to maturity of the Debt security and the adjusted issue    
price of the Debt security, reduced by any payments of qualified stated         
interest. The adjusted issue price of a Debt security is the sum of its issue   
price plus prior accruals of OID, reduced by the total payments other than      
qualified stated interest payments made with respect to such Debt security in   
all prior periods.                                                              

The amount of OID to be included in income by a holder of a debt    
instrument, such as certain Classes of the Debt securities, that is subject to  
acceleration due to prepayments on other debt obligations securing such         
instruments (a "Pay-Through Security"), is computed by taking into account the  
anticipated rate of prepayments assumed in pricing the debt instrument (the     
"Prepayment Assumption"). The amount of OID that will accrue during an accrual  
period on a Pay-Through Security is the excess (if any) of (i) the sum of (a)   
the present value of all payments remaining to be made on the Pay-Through       
Security as of the close of the accrual period and (b) the payments during the  
accrual period of amounts included in the stated redemption price of the        
Pay-Through Security, over (ii) the adjusted issue price of the Pay-Through     
Security at the beginning of the accrual period. The present value of the       
remaining payments is to be determined on the basis of three factors: (i) the   
original yield to maturity of the Pay-Through Security (determined on the basis 
of compounding at the end of each accrual period and properly adjusted for the  
length of the accrual period), (ii) events which have occurred before the end of
the accrual period and (iii) the assumption that the remaining payments will be 
made in accordance with the original                                            

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Prepayment Assumption. The effect of this method is to increase the portions of 
OID required to be included in income by a Holder to take into account          
prepayments with respect to the loans at a rate that exceeds the Prepayment     
Assumption, and to decrease (but not below zero for any period) the portions of 
original issue discount required to be included in income by a Holder of a      
Pay-Through Security to take into account prepayments with respect to the loans 
at a rate that is slower than the Prepayment Assumption. Although original issue
discount will be reported to Holders of Pay-Through Securities based on the     
Prepayment Assumption, no representation is made to Holders that loans will be  
prepaid at that rate or at any other rate.                                      

      The depositor may adjust the accrual of OID on a Class of Regular Interest
Securities (or other regular interests in a REMIC) in a manner that it believes 
to be appropriate, to take account of realized losses on the loans, although the
OID Regulations do not provide for such adjustments. If the IRS were to require 
that OID be accrued without such adjustments, the rate of accrual of OID for a  
Class of Regular Interest Securities could increase.                            

      Certain classes of Regular Interest Securities may represent more than one
class of REMIC regular interests. Unless otherwise provided in the related      
prospectus supplement, the trustee intends, based on the OID Regulations, to    
calculate OID on such securities as if, solely for the purposes of computing    
OID, the separate regular interests were a single debt instrument.              

   A subsequent holder of a Debt security will also be required to include
OID in gross income, but such a holder who purchases such Debt security for an  
amount that exceeds its adjusted issue price will be entitled (as will an       
initial holder who pays more than a Debt security's issue price) to offset such 
OID by comparable economic accruals of portions of such excess.                 

     Effects of Defaults and Delinquencies. Holders will be required to report
income with respect to the related securities under an accrual method without   
giving effect to delays and reductions in distributions attributable to a       
default or delinquency on the loans, except possibly to the extent that it can  
be established that such amounts are uncollectible. As a result, the amount of  
income (including OID) reported by a holder of such a security in any period    
could significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to     
report a lesser amount of income) to the extent that the aggregate amount of    
distributions on the securities is reduced as a result of a loan default.       
However, the timing and character of such losses or reductions in income are    
uncertain and, accordingly, holders of securities should consult their tax      
advisors on this point.                                                         

      Interest Weighted Securities. It is not clear how income should be accrued
with respect to Regular Interest Securities or Stripped Securities (as defined  
under "-- Tax Status as a Grantor Trust; General" herein) the payments on which 
consist solely or primarily of a specified portion of the interest payments on  
qualified mortgages held by the REMIC or on loans underlying Pass-Through       
Securities ("Interest Weighted Securities"). The Issuer intends to take the     
position that all of the income derived from an Interest Weighted Security      
should be treated as OID and that the amount and rate of accrual of such OID    
should be calculated by treating the Interest Weighted Security as a Compound   
Interest security. However, in the case of Interest Weighted Securities that are
entitled to some payments of principal and that are Regular Interest Securities 
the IRS could assert that income derived from an Interest Weighted Security     
should be calculated as if the security were a security purchased at a premium  
equal to the excess of the price paid by such holder for such security over its 
stated principal amount, if any. Under this approach, a holder would be entitled
to amortize such premium only if it has in effect an election under Section 171 
of the Code with respect to all taxable debt instruments held by such holder, as
described below. Alternatively, the IRS could assert that an Interest Weighted  
Security should be taxable under the rules governing bonds issued with          
contingent payments. Such treatment may be more likely in the case of Interest  
Weighted Securities that are Stripped Securities as described below. See "-- Tax
Status as a Grantor Trust -- Discount or Premium on Pass-Through Securities."   

 Variable Rate Debt Securities. In the case of Debt securities bearing
interest at a rate that varies directly, or according to a fixed formula, with  
an objective index, it appears that (i) the yield to maturity                   

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of such Debt securities and (ii) in the case of Pay-Through Securities, the     
present value of all payments remaining to be made on such Debt securities,     
should be calculated as if the interest index remained at its value as of the   
issue date of such securities. Because the proper method of adjusting accruals  
of OID on a variable rate Debt security is uncertain, holders of variable rate  
Debt securities should consult their tax advisers regarding the appropriate     
treatment of such securities for federal income tax purposes.                   

   Market Discount. A purchaser of a security may be subject to the market
discount rules of Sections 1276 through 1278 of the Code. A Holder that acquires
a Debt security with more than a prescribed de minimis amount of "market        
discount" (generally, the excess of the principal amount of the Debt security   
over the purchaser's purchase price) will be required to include accrued market 
discount in income as ordinary income in each month, but limited to an amount   
not exceeding the principal payments on the Debt security received in that month
and, if the securities are sold, the gain realized. Such market discount would  
accrue in a manner to be provided in Treasury regulations but, until such       
regulations are issued, such market discount would in general accrue either (i) 
on the basis of a constant yield (in the case of a Pay-Through Security, taking 
into account a prepayment assumption) or (ii) (a) in the case of securities (or 
in the case of a Pass-Through Security (as defined herein), as set forth below, 
the loans underlying such security) not originally issued with original issue   
discount, on the basis of the rates of the stated interest payable in the       
relevant period to total stated interest remaining to be paid at the beginning  
of the period or (b) in the case of securities (or, in the case of a            
Pass-Through Security, as described below, the loans underlying such security)  
originally issued at a discount, on the basis of the rates of the OID in the    
relevant period to total OID remaining to be paid.                              

      Section 1277 of the Code provides that, regardless of the origination date
of the Debt security (or, in the case of a Pass-Through Security, the underlying
loans), the excess of interest paid or accrued to purchase or carry a security  
(or, in the case of a Pass-Through Security, as described below, the underlying 
loans) with market discount over interest received on such security is allowed  
as a current deduction only to the extent such excess is greater than the market
discount that accrued during the taxable year in which such interest expense was
incurred. In general, the deferred portion of any interest expense will be      
deductible when such market discount is included in income, including upon the  
sale, disposition, or repayment of the security (or in the case of a            
Pass-Through Security, an underlying loan). A holder may elect to include market
discount in income currently as it accrues, on all market discount obligations  
acquired by such holder during the taxable year such election is made and       
thereafter, in which case the interest deferral rule will not apply.            

   Premium. A holder who purchases a Debt security (other than an Interest
Weighted Security to the extent described above) at a cost greater than its     
stated redemption price at maturity, generally will be considered to have       
purchased the security at a premium, which it may elect to amortize as an offset
to interest income on such security (and not as a separate deduction item) on a 
constant yield method. Although no regulations addressing the computation of    
premium accrual on securities similar to the securities have been issued, the   
legislative history of the 1986 Act indicates that premium is to be accrued in  
the same manner as market discount. Accordingly, it appears that the accrual of 
premium on a Class of Pay-Through Securities will be calculated using the       
prepayment assumption used in pricing such Class. If a holder makes an election 
to amortize premium on a Debt security, such election will apply to all taxable 
debt instruments (including all REMIC regular interests and all pass-through    
certificates representing ownership interests in a trust holding debt           
obligations) held by the holder at the beginning of the taxable year in which   
the election is made, and to all taxable debt instruments acquired thereafter by
such holder, and will be irrevocable without the consent of the IRS. Purchasers 
who pay a premium for the securities should consult their tax advisers regarding
the election to amortize premium and the method to be employed.                 

      The Treasury has issued regulations (the "Final Bond Premium Regulations")
dealing with amortizable bond premium. These regulations specifically do not    
apply to prepayable debt instruments subject to Code Section 1272(a)(6) such as 
the securities. Absent further guidance from the IRS, the trustee intends to    
account for amortizable bond premium in the manner described above. Prospective 

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purchasers of the securities should consult their tax advisors regarding the    
possible application of the Final Bond Premium Regulations.                     

Election to Treat All Interest as Original Issue Discount. The OID  
Regulations permit a holder of a Debt security to elect to accrue all interest, 
discount (including de minimis market or original issue discount) and premium in
income as interest, based on a constant yield method for Debt securities        
acquired on or after April 4, 1994. If such an election were to be made with    
respect to a Debt security with market discount, the holder of the Debt security
would be deemed to have made an election to include in income currently market  
discount with respect to all other debt instruments having market discount that 
such holder of the Debt security acquires during the year of the election or    
thereafter. Similarly, a holder of a Debt security that makes this election for 
a Debt security that is acquired at a premium will be deemed to have made an    
election to amortize bond premium with respect to all debt instruments having   
amortizable bond premium that such holder owns or acquires. The election to     
accrue interest, discount and premium on a constant yield method with respect to
a Debt security is irrevocable.                                                 

Taxation of the REMIC and Its Holders                                           

      General. In the opinion of Tax Counsel, if one or more REMIC elections are
made with respect to a series of securities, then the arrangement by which the  
securities of that series are issued will be treated as one or more REMICs as   
long as all of the provisions of the applicable Agreement are complied with and 
the statutory and regulatory requirements are satisfied. Securities will be     
designated as "Regular Interests" or "Residual Interests" in a REMIC, as        
specified in the related prospectus supplement.                                 

   Except to the extent specified otherwise in a prospectus supplement, if
one or more REMIC elections are made with respect to a series of securities, (i)
securities held by a domestic building and loan association will constitute "a  
regular or a residual interest in a REMIC" within the meaning of Code Section   
7701(a)(19)(C)(xi) (assuming that at least 95% of the REMIC's assets consist of 
cash, government securities, "loans secured by an interest in real property,"   
and other types of assets described in Code Section 7701(a)(19)(C)); and (ii)   
securities held by a real estate investment trust will constitute "real estate  
assets" within the meaning of Code Section 856(c)(5)(B), and income with respect
to the securities will be considered "interest on obligations secured by        
mortgages on real property or on interests in real property" within the meaning 
of Code Section 856(c)(3)(B) (assuming, for both purposes, that at least 95% of 
the REMIC's assets are qualifying assets). If less than 95% of the REMIC's      
assets consist of assets described in (i) or (ii) above, then a security will   
qualify for the tax treatment described in (i), (ii) or (iii) in the proportion 
that such REMIC assets (and income in the case of (ii)) are qualifying assets   
(and income).                                                                   

REMIC Expenses; Single Class REMICs                                             

As a general rule, all of the expenses of a REMIC will be taken into
account by holders of the Residual Interest Securities. In the case of a "single
class REMIC," however, the expenses will be allocated, under Treasury           
regulations, among the holders of the Regular Interest Securities and the       
holders of the Residual Interest Securities (as defined herein) on a daily basis
in proportion to the relative amounts of income accruing to each Holder on that 
day. In the case of a holder of a Regular Interest Security who is an individual
or a "pass-through interest holder" (including certain pass-through entities but
not including real estate investment trusts), such expenses will be deductible  
only to the extent that such expenses, plus other "miscellaneous itemized       
deductions" of the Holder, exceed 2% of such Holder's adjusted gross income. In 
addition, the amount of itemized deductions otherwise allowable for the taxable 
year for an individual whose adjusted gross income exceeds the applicable amount
(which amount will be adjusted for inflation) will be reduced by the lesser of  

o     3% of the excess of adjusted gross income over the applicable 
amount, or                                              

  o     80% of the amount of itemized deductions otherwise allowable for
such taxable year.                                      

     These percentages are scheduled to be reduced starting in 2006 and return
to current levels in 2010.                                                      

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The reduction or disallowance of this deduction may have a significant impact on
the yield of the Regular Interest Security to such a Holder. In general terms, a
single class REMIC is one that either                                           

  o     would qualify, under existing Treasury regulations, as a grantor
         trust if it were not a REMIC (treating all interests as ownership
       interests, even if they would be classified as debt for federal
income tax purposes) or                                 

o     is similar to such a trust and which is structured with the   
   principal purpose of avoiding the single class REMIC rules.

The applicable prospectus supplement may provide for the allocation of REMIC    
expenses, but if it does not, the expenses of the REMIC will be allocated to    
holders of the related Residual Interest Securities.                            

Taxation of the REMIC                                                           

 General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC is not generally subject to entity-level tax. Rather, the     
taxable income or net loss of a REMIC is taken into account by the holders of   
residual interests. As described above, the regular interests are generally     
taxable as debt of the REMIC.                                                   

     Calculation of REMIC Income. The taxable income or net loss of a REMIC is
determined under an accrual method of accounting and in the same manner as in   
the case of an individual, with certain adjustments. In general, the taxable    
income or net loss will be the difference between                               

   o     the gross income produced by the REMIC's assets, including stated
            interest and any original issue discount or market discount on loans
and other assets, and                                   

   o     deductions, including stated interest and original issue discount
           accrued on Regular Interest Securities, amortization of any premium
           with respect to loans, and servicing fees and other expenses of the
REMIC.                                                  

A holder of a Residual Interest Security that is an individual or a             
"pass-through interest holder" (including certain pass-through entities, but not
including real estate investment trusts) will be unable to deduct servicing fees
payable on the loans or other administrative expenses of the REMIC for a given  
taxable year, to the extent that such expenses, when aggregated with such       
holder's other miscellaneous itemized deductions for that year, do not exceed   
two percent of such holder's adjusted gross income.                             

      For purposes of computing its taxable income or net loss, the REMIC should
have an initial aggregate tax basis in its assets equal to the aggregate fair   
market value of the regular interests and the residual interests on the Startup 
Day (generally, the day that the interests are issued). That aggregate basis    
will be allocated among the assets of the REMIC in proportion to their          
respective fair market values.                                                  

  Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of OID income on mortgage loans will be equivalent to the  
method under which holders of Pay-Through Securities accrue original issue      
discount (that is, under the constant yield method taking into account the      
Prepayment Assumption). The REMIC will deduct OID on the Regular Interest       
Securities in the same manner that the holders of the Regular Interest          
Securities include such discount in income, but without regard to the de minimis
rules. See "Taxation of Debt Securities" above. However, a REMIC that acquires  
loans at a market discount must include such market discount in income          
currently, as it accrues, on a constant yield basis.                            

 To the extent that the REMIC's basis allocable to loans that it holds
exceeds their principal amounts, the resulting premium will be amortized over   
the life of the loans (taking into account the Prepayment Assumption) on a      
constant yield method. Although the law is somewhat unclear regarding recovery  
of premium attributable to loans originated on or before such date, it is       
possible that such premium may be recovered in proportion to payments of loan   
principal.                                                                      

    Prohibited Transactions and Contributions Tax. The REMIC will be subject
to a 100% tax on any net income derived from a "prohibited transaction." For    
this purpose, net income will be calculated                                     

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without taking into account any losses from prohibited transactions or any      
deductions attributable to any prohibited transaction that resulted in a loss.  
In general, prohibited transactions include:                                    

     o     subject to limited exceptions, the sale or other disposition of any
qualified mortgage transferred to the REMIC;            

    o     subject to a limited exception, the sale or other disposition of a
cash flow investment;                                   

   o     the receipt of any income from assets not permitted to be held by
the REMIC pursuant to the Code; or                      

     o     the receipt of any fees or other compensation for services rendered
by the REMIC.                                           

It is anticipated that a REMIC will not engage in any prohibited transactions in
which it would recognize a material amount of net income. In addition, subject  
to a number of exceptions, a tax is imposed at the rate of 100% on amounts      
contributed to a REMIC after the close of the three-month period beginning on   
the Startup Day. The holders of Residual Interest securities will generally be  
responsible for the payment of any such taxes imposed on the REMIC. To the      
extent not paid by such holders or otherwise, however, such taxes will be paid  
out of the trust fund and will be allocated pro rata to all outstanding classes 
of securities of such REMIC.                                                    

Taxation of Holders of Residual Interest Securities                             

  The holder of a security representing a residual interest (a "Residual
Interest Security") will take into account the "daily portion" of the taxable   
income or net loss of the REMIC for each day during the taxable year on which   
such holder held the Residual Interest Security. The daily portion is determined
by allocating to each day in any calendar quarter its ratable portion of the    
taxable income or net loss of the REMIC for such quarter, and by allocating that
amount among the holders (on such day) of the Residual Interest Securities in   
proportion to their respective holdings on such day.                            

    The holder of a Residual Interest Security must report its proportionate
share of the taxable income of the REMIC whether or not it receives cash        
distributions from the REMIC attributable to such income or loss. The reporting 
of taxable income without corresponding distributions could occur, for example, 
in certain REMIC issues in which the loans held by the REMIC were issued or     
acquired at a discount, since mortgage prepayments cause recognition of discount
income, while the corresponding portion of the prepayment could be used in whole
or in part to make principal payments on REMIC Regular Interests issued without 
any discount or at an insubstantial discount (if this occurs, it is likely that 
cash distributions will exceed taxable income in later years). Taxable income   
may also be greater in earlier years of certain REMIC issues as a result of the 
fact that interest expense deductions, as a percentage of outstanding principal 
on REMIC Regular Interest Securities, will typically increase over time as lower
yielding securities are paid, whereas interest income with respect to loans will
generally remain constant over time as a percentage of loan principal.          

   In any event, because the holder of a residual interest is taxed on the
net income of the REMIC, the taxable income derived from a Residual Interest    
Security in a given taxable year will not be equal to the taxable income        
associated with investment in a corporate bond or stripped instrument having    
similar cash flow characteristics and pretax yield. Therefore, the after-tax    
yield on the Residual Interest Security may be less than that of such a bond or 
instrument.                                                                     

      Limitation on Losses. The amount of the REMIC's net loss that a holder may
take into account currently is limited to the holder's adjusted basis in the    
Residual Interest Security at the end of the calendar quarter in which such loss
arises. A holder's basis in a Residual Interest Security will initially equal   
such holder's purchase price, and will subsequently be increased by the amount  
of the REMIC's taxable income allocated to the holder, and decreased (but not   
below zero) by the amount of distributions made and the amount of the REMIC's   
net loss allocated to the holder. Any disallowed loss may be carried forward    
indefinitely, but may be used only to offset income of the REMIC generated by   
the same                                                                        

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REMIC. The ability of holders of Residual Interest Securities to deduct net     
losses may be subject to additional limitations under the Code, as to which such
holders should consult their tax advisers.                                      

    Distributions. Distributions on a Residual Interest Security (whether at
their scheduled times or as a result of prepayments) will generally not result  
in any additional taxable income or loss to a holder of a Residual Interest     
Security. If the amount of such payment exceeds a holder's adjusted basis in the
Residual Interest Security, however, the holder will recognize gain (treated as 
gain from the sale of the Residual Interest Security) to the extent of such     
excess.                                                                         

     Sale or Exchange. A holder of a Residual Interest Security will recognize
gain or loss on the sale or exchange of a Residual Interest Security equal to   
the difference, if any, between the amount realized and such holder's adjusted  
basis in the Residual Interest Security at the time of such sale or exchange.   
Any loss from the sale of a Residual Interest Security will be subject to the   
"wash sale" rules of Code Section 1091 if, during the period beginning six      
months before and ending six months after the sale of the Residual Interest     
Security, the seller reacquires the Residual Interest Security, or acquires (i) 
a Residual Interest Security in any other REMIC, (ii) a similar interest in a   
"taxable mortgage pool" (as defined in Code Section 7701(i)) or (iii) an        
ownership interest in a FASIT (as defined in Code Section 860L). In general,    
under the wash sale rules, loss from the Residual Interest Security will be     
disallowed and the Residual Interest Security Holder's basis in the replacement 
interest will be the basis in the Residual Interest Security that was sold,     
decreased or increased, as the case may be, by the difference between the       
selling price of the Residual Interest Security and the purchase price of the   
replacement interest.                                                           

     Excess Inclusions. The portion of the REMIC taxable income of a holder of
a Residual Interest Security consisting of "excess inclusion" income may not be 
offset by other deductions or losses, including net operating losses, on such   
holder's federal income tax return. Further, if the holder of a Residual        
Interest Security is an organization subject to the tax on unrelated business   
income imposed by Code Section 511, such holder's excess inclusion income will  
be treated as unrelated business taxable income of such holder. In addition,    
under Treasury regulations yet to be issued, if a real estate investment trust, 
a regulated investment company, a common trust fund, or certain cooperatives    
were to own a Residual Interest Security, a portion of dividends (or other      
distributions) paid by the real estate investment trust (or other entity) would 
be treated as excess inclusion income. If a Residual Interest Security is owned 
by a foreign person, excess inclusion income is subject to tax at a rate of 30%,
which may not be reduced by treaty, is not eligible for treatment as "portfolio 
interest" and is subject to certain additional limitations. See "Tax Treatment  
of Foreign Investors."                                                          

     Three special rules apply for determining the effect of excess inclusions
on the alternative minimum taxable income of a residual holder. First,          
alternative minimum taxable income for such residual holder is determined       
without regard to the rule that taxable income cannot be less than excess       
inclusions. Second, a residual holder's alternative minimum taxable income for a
tax year cannot be less than excess inclusions for the year. Third, the amount  
of any alternative minimum tax net operating loss deductions must be computed   
without regard to any excess inclusions.                                        

      In the case of a Residual Interest Security that has no significant value,
the excess inclusion portion of a REMIC's income is generally equal to all of   
the REMIC taxable income allocable to the residual holder. In other cases, the  
excess inclusion portion of a REMIC's income is generally equal to the excess,  
if any, of REMIC taxable income for the quarterly period allocable to a Residual
Interest Security, over the daily accruals for such quarterly period of (i) 120%
of the long term applicable federal rate on the Startup Day multiplied by (ii)  
the adjusted issue price of such Residual Interest Security at the beginning of 
such quarterly period. The adjusted issue price of a Residual Interest at the   
beginning of each calendar quarter will equal its issue price (calculated in a  
manner analogous to the determination of the issue price of a Regular Interest),
increased by the aggregate of the daily accruals for prior calendar quarters,   
and decreased (but not below zero) by the amount of loss allocated to a holder  
and the amount of distributions made on the Residual Interest Security before   
the beginning of the quarter. The long-term federal rate, which is announced    
monthly by the Treasury Department, is an interest rate that is based on        

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the average market yield of outstanding marketable obligations of the United    
States government having remaining maturities in excess of nine years.          

Under the REMIC Regulations, in certain circumstances, transfers of 
Residual Interest Securities may be disregarded. See "-- Restrictions on        
Ownership and Transfer of Residual Interest Securities" and "-- Tax Treatment of
Foreign Investors" below.                                                       

      Restrictions on Ownership and Transfer of Residual Interest Securities. As
a condition to qualification as a REMIC, reasonable arrangements must be made to
prevent the ownership of a REMIC residual interest by any "Disqualified         
Organization." Disqualified Organizations include the United States, any State  
or political subdivision thereof, any foreign government, any international     
organization, or any agency or instrumentality of any of the foregoing, a rural 
electric or telephone cooperative described in Section 1381(a)(2)(C) of the     
Code, or any entity exempt from the tax imposed by Sections 1 through 1399 of   
the Code, if such entity is not subject to tax on its unrelated business income.
Accordingly, the applicable Pooling and Servicing Agreement will prohibit       
Disqualified Organizations from owning a Residual Interest Security. In         
addition, no transfer of a Residual Interest Security will be permitted unless  
the proposed transferee shall have furnished to the trustee an affidavit        
representing and warranting that it is neither a Disqualified Organization nor  
an agent or nominee acting on behalf of a Disqualified Organization.            

If a Residual Interest Security is transferred to a Disqualified    
Organization in violation of the restrictions set forth above, a substantial tax
can be imposed on the transferor of such Residual Interest Security at the time 
of the transfer. In addition, if a Disqualified Organization holds an interest  
in a pass-through entity (including, among others, a partnership, trust, real   
estate investment trust, regulated investment company, or any person holding as 
nominee), that owns a Residual Interest Security, the pass-through entity will  
be required to pay an annual tax on the Disqualified Organization's pass-through
share of the excess inclusion income of the REMIC. If an "electing large        
partnership" holds a Residual Interest Security, all interests in the electing  
large partnership are treated as held by disqualified organizations for purposes
of the tax imposed upon a pass-through entity under section 860E(e) of the Code.
An exception to this tax, otherwise available to a pass-through entity that is  
furnished certain affidavits by record holders of interests in the entity and   
that does not know such affidavits are false, is not available to an electing   
large partnership.                                                              

      Noneconomic Residual Interest Securities. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic Residual Interest
Security to a "U.S. Transferee" unless no significant purpose of the transfer is
to enable the transferor to impede the assessment or collection of tax. For this
purpose, a U.S. Transferee means a U.S. Person as defined under "Certain Federal
Income Tax Consequences -- Non-REMIC Certificates -- Non-U.S. Persons." A U.S.  
Transferee also includes foreign entities and individuals (Non-U.S. Persons) but
only if their income from the residual interest is subject to tax under Code    
Section 871(b) or Code Section 882 (income effectively connected with a U.S.    
trade or business). If the transfer of a Noneconomic Residual Interest Security 
is disregarded, the transferor continues to be treated as the owner of the      
Residual Interest Security and continues to be subject to tax on its allocable  
portion of the net income of the REMIC.                                         

     A Residual Interest Security (including a Residual Interest Security with
a positive value at issuance) is a "Noneconomic Residual Interest Security" at  
the time of transfer unless, (i) taking into account the Prepayment Assumption  
and any required or permitted clean up calls or required liquidation provided   
for in the REMIC's organizational documents, the present value of the expected  
future distributions on the Residual Interest Security at least equals the      
product of (A) the present value of the anticipated excess inclusions and (B)   
the highest corporate income tax rate in effect for the year in which the       
transfer occurs, and (ii) the transferor reasonably expects that the transferee 
will receive distributions from the REMIC at or after the time at which taxes   
accrue on the anticipated excess inclusions in an amount sufficient to satisfy  
the accrued taxes. A transfer of a Noneconomic Residual Interest Security has a 
"significant purpose to impede the assessment or collection of tax" if, at the  
time of transfer, the transferor                                                

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either knew or should have known (had "Improper Knowledge") that the transferee 
would be unwilling or unable to pay taxes due on its share of the taxable income
of the REMIC.                                                                   

The REMIC Regulations also provide a safe harbor under which the    
transferor of a Noneconomic Residual Interest Security is presumed not to have  
Improper Knowledge at the time of transfer if the following conditions are met: 
(i) the transferor conducts a reasonable investigation of the financial         
condition of the transferee, finds that the transferee has historically paid its
debts as they came due, and finds no significant evidence to indicate that the  
transferee will not continue to pay its debts as they come due; (ii) the        
transferee represents that it understands that as a result of holding the       
Noneconomic Residual Interest Security, it may incur tax liabilities in excess  
of any cash flows generated by the Noneconomic Residual Interest Security and   
intends to pay taxes associated with holding the Noneconomic Residual Interest  
Security as they become due; (iii) the transferee represents that it will not   
cause income from the Noneconomic Residual Interest Security to be attributable 
to a foreign permanent establishment or fixed base (within the meaning of an    
applicable income tax treaty) ("Offshore Location") of the transferee or another
U.S. taxpayer; (iv) the transferee is not located in an Offshore Location; and  
(v) the transferee meets either the Formula Test or the Asset Test.             

    A transfer of a Noneconomic Residual Interest Security meets the Formula
Test if the present value of the anticipated tax liabilities associated with    
holding the residual interest does not exceed the sum of, (i) the present value 
of any consideration given to the transferee to acquire the interest; (ii) the  
present value of the expected future distributions on the interest; and (iii)   
the present value of the anticipated tax savings associated with holding the    
interest as the REMIC generates losses. For purposes of the Formula Test the    
transferee is assumed to pay tax at a rate equal to the highest corporate rate  
of tax specified in Code Section 11(b)(1). If, however, the transferee has been 
subject to the alternative minimum tax ("AMT") under Code Section 55 in the     
preceding two years and will compute its taxable income in the current taxable  
year using the AMT rate, then the transferee can assume that it pays tax at the 
AMT rate specified in Code Section 55(b)(1)(B). Present values are computed     
using a discount rate equal to the Federal short-term rate prescribed by Code   
Section 1274(d) for the month of the transfer and the compounding period used by
the transferee.                                                                 

    The Asset Test only applies in cases where the transferee is an Eligible
Corporation. To be an Eligible Corporation, the transferee must be a taxable    
domestic C corporation other than a regulated investment company, a real estate 
investment trust, a REMIC or a cooperative. In addition, regardless of who the  
transferee may be, the transfer of a residual interest to an Offshore Location  
does not qualify as a transfer to an Eligible Corporation even if the Offshore  
Location is only a branch of an Eligible Corporation and not a separate legal   
entity. A transfer of a Noneconomic Residual Interest Security meets the Asset  
Test if at the time of the transfer, and at the close of each of the            
transferee's two fiscal years preceding the year of transfer, the transferee's  
gross assets for financial reporting purposes exceed $100 million and its net   
assets for financial reporting purposes exceed $10 million. The gross assets and
net assets of a transferee do not include any obligation of any person related  
to the transferee (such as a shareholder, partner, affiliate or sister          
corporation) or any asset acquired for a principal purpose of satisfying the    
Asset Test. In addition, the transferee must make a written agreement that any  
subsequent transfer of the interest will be to another Eligible Corporation in a
transaction that satisfies the Asset Test. A transfer fails to meet this        
requirement if the transferor knows, or has reason to know, that the transferee 
will not honor the restrictions on subsequent transfers. Finally, the facts and 
circumstances known to the transferor on or before the date of the transfer must
not reasonably indicate that the taxes associated with the residual interest    
will not be paid. The consideration given to the transferee to acquire the      
non-economic residual interest in the REMIC is only one factor to be considered.
However, if the amount of consideration is so low that under any set of         
reasonable assumptions a reasonable person would conclude that the taxes        
associated with holding the residual interest will not be paid, then the        
transferor is deemed to know that the transferee cannot or will not pay. In     
determining whether the amount is too low, the specific terms of the Formula    
Test need not be used.                                                          

  Treatment of Inducement Fees. The Treasury Department has issued final
regulations, effective May 11, 2004, which address the federal income tax       
treatment of "inducement fees" received by                                      

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transferees of noneconomic REMIC Residual Interest Securities. The final        
regulations require inducement fees to be included in income over a period      
reasonably related to the period in which the related REMIC Residual Interest   
Security is expected to generate taxable income or net loss allocable to the    
holder. The final regulations provide two safe harbor methods, which permit     
transferees to include inducement fees in income either (i) in the same amounts 
and over the same periods that the taxpayer uses for financial reporting        
purposes, provided that such period is not shorter than the period the REMIC is 
expected to generate taxable income or (ii) ratably over the remaining          
anticipated weighted average life of all the Regular and Residual Interest      
Securities issued by the REMIC, determined based on actual distributions        
projected as remaining to be made on such interests under the prepayment        
assumption. If the holder of a REMIC Residual Interest Security sells or        
otherwise disposes of the Residual Interest Security, any unrecognized portion  
of the inducement fee must be taken into account at the time of the sale or     
disposition. The final regulations also provide that an inducement fee shall be 
treated as income from sources within the United States. In addition, the IRS   
has issued administrative guidance addressing the procedures by which           
transferees of Noneconomic REMIC Residual Interests may obtain automatic consent
from the IRS to change the method of accounting for REMIC inducement fee income 
to one of the safe harbor methods provided in these final regulations (including
a change from one safe harbor method to the other safe harbor method).          
Prospective purchasers of the REMIC Residual Interest Securities should consult 
with their tax advisors regarding the effect of these final regulations and the 
related guidance regarding the procedures for obtaining automatic consent to    
change the method of accounting.                                                

     Mark to Market Rules. Prospective purchasers of a REMIC Residual Interest
Security should be aware that a REMIC Residual Interest Security acquired after 
January 3, 1995 cannot be marked-to-market.                                     

Administrative Matters                                                          

   A REMIC's books must be maintained on a calendar year basis and a REMIC
must file an annual federal income tax return. Ordinarily, a REMIC will also be 
subject to the procedural and administrative rules of the Code applicable to    
partnerships, including the determination of any adjustments to, among other    
things, items of REMIC income, gain, loss, deduction, or credit, by the IRS in a
unified administrative proceeding.                                              

Tax Status as a Grantor Trust                                                   

  General. As specified in the related prospectus supplement if REMIC or
partnership elections are not made, in the opinion of Tax Counsel, the trust    
fund relating to a series of securities will be classified for federal income   
tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the  
Code and not as a corporation (the securities of such series, "Pass-Through     
Securities"). In some series there will be no separation of the principal and   
interest payments on the loans. In such circumstances, a Holder will be         
considered to have purchased a pro rata undivided interest in each of the loans.
In other cases ("Stripped Securities"), sale of the securities will produce a   
separation in the ownership of all or a portion of the principal payments from  
all or a portion of the interest payments on the loans.                         

     Each Holder must report on its federal income tax return its share of the
gross income derived from the loans (not reduced by the amount payable as fees  
to the trustee and the servicer and similar fees (collectively, the "Servicing  
Fee")), at the same time and in the same manner as such items would have been   
reported under the Holder's tax accounting method had it held its interest in   
the loans directly, received directly its share of the amounts received with    
respect to the loans, and paid directly its share of the Servicing Fees. In the 
case of Pass-Through Securities other than Stripped Securities, such income will
consist of a pro rata share of all of the income derived from all of the loans  
and, in the case of Stripped Securities, such income will consist of a pro rata 
share of the income derived from each stripped bond or stripped coupon in which 
the Holder owns an interest. The holder of a security will generally be entitled
to deduct such Servicing Fees under Section 162 or Section 212 of the Code to   
the extent that such Servicing Fees represent "reasonable" compensation for the 
services rendered by the trustee and the                                        

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servicer (or third parties that are compensated for the performance of          
services). In the case of a noncorporate holder, however, Servicing Fees (to the
extent not otherwise disallowed, e.g., because they exceed reasonable           
compensation) will be deductible in computing such holder's regular tax         
liability only to the extent that such fees, when added to other miscellaneous  
itemized deductions, exceed 2% of adjusted gross income and may not be          
deductible to any extent in computing such holder's alternative minimum tax     
liability. In addition, the amount of itemized deductions otherwise allowable   
for the taxable year for an individual whose adjusted gross income exceeds the  
applicable amount (which amount will be adjusted for inflation) will be reduced 
by the lesser of (i) 3% of the excess of adjusted gross income over the         
applicable amount or (ii) 80% of the amount of itemized deductions otherwise    
allowable for such taxable year. (These percentages are scheduled to be reduced 
in 2006 and return to current levels in 2010).                                  

 Discount or Premium on Pass-Through Securities. The holder's purchase
price of a Pass-Through Security is to be allocated among the underlying loans  
in proportion to their fair market values, determined as of the time of purchase
of the securities. In the typical case, the trustee (to the extent necessary to 
fulfill its reporting obligations) will treat each loan as having a fair market 
value proportional to the share of the aggregate principal balances of all of   
the loans that it represents, since the securities, generally, will have a      
relatively uniform interest rate and other common characteristics. To the extent
that the portion of the purchase price of a Pass-Through Security allocated to a
loan (other than to a right to receive any accrued interest thereon and any     
undistributed principal payments) is less than or greater than the portion of   
the principal balance of the loan allocable to the security, the interest in the
loan allocable to the Pass-Through Security will be deemed to have been acquired
at a discount or premium, respectively.                                         

The treatment of any discount will depend on whether the discount   
represents OID or market discount. In the case of a loan with OID in excess of a
prescribed de minimis amount or a Stripped Security, a holder of a security will
be required to report as interest income in each taxable year its share of the  
amount of OID that accrues during that year in the manner described above. OID  
with respect to a loan could arise, for example, by virtue of the financing of  
points by the originator of the loan, or by virtue of the charging of points by 
the originator of the loan in an amount greater than a statutory de minimis     
exception. Any market discount or premium on a loan will be includible in       
income, generally in the manner described above, except that in the case of     
Pass-Through Securities, market discount is calculated with respect to the loans
underlying the certificate, rather than with respect to the security. A Holder  
that acquires an interest in a loan with more than a de minimis amount of market
discount (generally, the excess of the principal amount of the loan over the    
purchaser's allocable purchase price) will be required to include accrued market
discount in income in the manner set forth above. See "-- Taxation of Debt      
Securities; Market Discount" and "-- Premium" above.                            

   The holder generally will be required to allocate the portion of market
discount that is allocable to a loan among the principal payments on the loan   
and to include the discount allocable to each principal payment in ordinary     
income at the time such principal payment is made. Such treatment would         
generally result in discount being included in income at a slower rate than     
discount would be required to be included in income using the method described  
in the preceding paragraph.                                                     

     Stripped Securities. A Stripped Security may represent a right to receive
only a portion of the interest payments on the loans, a right to receive only   
principal payments on the loans, or a right to receive certain payments of both 
interest and principal. Certain Stripped Securities ("Ratio Strip Securities")  
may represent a right to receive differing percentages of both the interest and 
principal on each loan. Pursuant to Section 1286 of the Code, the separation of 
ownership of the right to receive some or all of the interest payments on an    
obligation from ownership of the right to receive some or all of the principal  
payments results in the creation of "stripped bonds" with respect to principal  
payments and "stripped coupons" with respect to interest payments. Section 1286 
of the Code applies the OID rules to stripped bonds and stripped coupons. For   
purposes of computing original issue discount, a stripped bond or a stripped    
coupon is treated as a debt instrument issued on the date that such stripped    
interest is purchased with an issue price equal to its purchase price or, if    
more than one stripped interest is purchased, the ratable share of the purchase 
price allocable to such stripped interest.                                      

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      Servicing fees in excess of reasonable servicing fees ("excess servicing")
will be treated under the stripped bond rules. If the excess servicing fee is   
less than 100 basis points (that is, 1% interest on the loan principal balance) 
or the securities are initially sold with a de minimis discount (assuming no    
prepayment assumption is required), any non-de minimis discount arising from a  
subsequent transfer of the securities should be treated as market discount. The 
IRS appears to require that reasonable servicing fees be calculated on a loan by
loan basis, which could result in some loans being treated as having more than  
100 basis points of interest stripped off.                                      

The Code. OID Regulations and judicial decisions provide no direct  
guidance on how the interest and original issue discount rules apply to Stripped
Securities and other Pass-Through Securities. Under the method described above  
for Pay-Through Securities (the "Cash Flow Bond Method"), a prepayment          
assumption is used and periodic recalculations are made which take into account 
with respect to each accrual period the effect of prepayments during such       
period. However, the 1986 Act does not, absent Treasury regulations, appear     
specifically to cover instruments such as the Stripped Securities, which        
technically represent ownership interests in the underlying loans, rather than  
being debt instruments "secured by" those loans. The Taxpayer Relief Act of 1997
may allow use of the Cash Flow Bond Method with respect to Stripped Securities  
and other Pass-Through Securities because it provides that such method applies  
to any pool of debt instruments the yield on which may be affected by           
prepayments. Nevertheless, it is believed that the Cash Flow Bond Method is a   
reasonable method of reporting income for such securities, and it is expected   
that OID will be reported on that basis; provided that the applicable prospectus
supplement may provide for the reporting of OID on an alternative basis. In     
applying the calculation to Pass-Through Securities, the trustee will treat all 
payments to be received by a holder with respect to the underlying loans as     
payments on a single installment obligation. The IRS could, however, assert that
original issue discount must be calculated separately for each loan underlying a
security.                                                                       

      Under certain circumstances, if the loans prepay at a rate faster than the
Prepayment Assumption, the use of the Cash Flow Bond Method may accelerate a    
Holder's recognition of income. If, however, the loans prepay at a rate slower  
than the Prepayment Assumption, in some circumstances the use of this method may
delay a Holder's recognition of income.                                         

     In the case of a Stripped Security that is an Interest Weighted Security,
the trustee intends, absent contrary authority, to report income to security    
holders as OID, in the manner described above for Interest Weighted Securities. 

Possible Alternative Characterizations. The characterizations of the
Stripped Securities described above are not the only possible interpretations of
the applicable Code provisions. Among other possibilities, the IRS could contend
that                                                                            

    o     in certain series, each non-Interest Weighted Security is composed
     of an unstripped undivided ownership interest in loans and an
         installment obligation consisting of stripped principal payments;

    o     the non-Interest Weighted Securities are subject to the contingent
payment provisions of the Contingent Regulations; or    

o     each Interest Weighted Stripped Security is composed of an    
           unstripped undivided ownership interest in loans and an installment
obligation consisting of stripped interest payments.    

      Given the variety of alternatives for treatment of the Stripped Securities
and the different federal income tax consequences that result from each         
alternative, potential purchasers are urged to consult their tax advisers       
regarding the proper treatment of the securities for federal income tax         
purposes.                                                                       

    Character as Qualifying Loans. In the case of Stripped Securities, there
is no specific legal authority existing regarding whether the character of the  
securities, for federal income tax purposes, will be the same as the loans. The 
IRS could take the position that the loans' character is not carried over to the
securities in such circumstances. Pass-Through Securities will be, and, although
the matter is not free from doubt, Stripped Securities should be considered to  
represent "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code and "loans secured by an interest in real property" within the meaning     

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of Section 7701(a)(19)(C)(v) of the Code; and interest income attributable to   
the securities should be considered to represent "interest on obligations       
secured by mortgages on real property or on interests in real property" within  
the meaning of Section 856(c)(3)(B) of the Code. Reserves or funds underlying   
the securities may cause a proportionate reduction in the above-described       
qualifying status categories of securities.                                     

Sale or Exchange                                                                

   Subject to the discussion below with respect to trust funds for which a
partnership election is made, a Holder's tax basis in its security is the price 
such holder pays for the security, plus amounts of original issue or market     
discount included in income and reduced by any payments received (other than    
qualified stated interest payments) and any amortized premium. Gain or loss     
recognized on a sale, exchange, or redemption of a security, measured by the    
difference between the amount realized and the security's basis as so adjusted, 
will generally be capital gain or loss, assuming that the security is held as a 
capital asset. In the case of a security held by a bank, thrift, or similar     
institution described in Section 582 of the Code, however, gain or loss realized
on the sale or exchange of a Regular Interest Security will be taxable as       
ordinary income or loss. In addition, gain from the disposition of a Regular    
Interest Security that might otherwise be capital gain will be treated as       
ordinary income to the extent of the excess, if any, of (i) the amount that     
would have been includible in the holder's income if the yield on such Regular  
Interest Security had equaled 110% of the applicable federal rate as of the     
beginning of such holder's holding period, over (ii) the amount of ordinary     
income actually recognized by the holder with respect to such Regular Interest  
Security.                                                                       

Miscellaneous Tax Aspects                                                       

     Backup Withholding. Subject to the discussion below with respect to trust
funds for which a partnership election is made, a Holder, other than a holder of
a REMIC Residual Interest Security, may, under certain circumstances, be subject
to "backup withholding" with respect to distributions or the proceeds of a sale 
of securities to or through brokers that represent interest or original issue   
discount on the securities. This withholding generally applies if the holder of 
a security                                                                      

      o     fails to furnish the trustee with its taxpayer identification number
("TIN");                                                

o     furnishes the trustee an incorrect TIN;                       

   o     fails to report properly interest, dividends or other "reportable
payments" as defined in the Code; or                    

   o     under certain circumstances, fails to provide the trustee or such
           holder's securities broker with a certified statement, signed under
           penalty of perjury, that the TIN provided is its correct number and
that the holder is not subject to backup withholding.   

Backup withholding will not apply, however, with respect to certain 
payments made to Holders, including payments to certain exempt recipients (such 
as exempt organizations) and to certain Nonresidents (as defined below). Holders
should consult their tax advisers as to their qualification for exemption from  
backup withholding and the procedure for obtaining the exemption.               

The trustee will report to the Holders and to the servicer for each 
calendar year the amount of any "reportable payments" during such year and the  
amount of tax withheld, if any, with respect to payments on the securities.     

Proposed Reporting Regulations                                                  

      In June 2002 the IRS and Treasury Department proposed new rules concerning
the reporting of tax information with respect to "Widely Held Mortgage Trusts." 
If these rules are finalized, the Trustee may be compelled, or have an          
opportunity, to adopt new ways of calculating and reporting tax items (such as  
OID, market discount, sale proceeds and premium) to the Holders of Pass-Through 
Securities, which changes may affect the timing of when a Holder reports such   
items.                                                                          

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Tax Treatment of Foreign Investors                                              

   Subject to the discussion below with respect to trust funds for which a
partnership election is made, under the Code, unless interest (including OID)   
paid on a security (other than a Residual Interest Security) is considered to be
"effectively connected" with a trade or business conducted in the United States 
by a nonresident alien individual, foreign partnership or foreign corporation   
("Nonresidents"), such interest will normally qualify as portfolio interest     
(except where the recipient is a holder, directly or by attribution, of 10% or  
more of the capital or profits interest in the issuer, or the recipient is a    
controlled foreign corporation to which the issuer is a related person) and will
be exempt from federal income tax. Upon receipt of appropriate ownership        
statements, the issuer normally will be relieved of obligations to withhold tax 
from such interest payments. These provisions supersede the generally applicable
provisions of United States law that would otherwise require the issuer to      
withhold at a 30% rate (unless such rate were reduced or eliminated by an       
applicable income tax treaty) on, among other things, interest and other fixed  
or determinable, annual or periodic income paid to Nonresidents.                

  Interest and OID of Holders who are foreign persons are not subject to
withholding if they are effectively connected with a United States business     
conducted by the Holder. They will, however, generally be subject to the regular
United States income tax.                                                       

Payments to holders of Residual Interest Securities who are foreign 
persons will generally be treated as interest for purposes of the 30% (or lower 
treaty rate) United States withholding tax. Holders should assume that such     
income does not qualify for exemption from United States withholding tax as     
"portfolio interest." It is clear that, to the extent that a payment represents 
a portion of REMIC taxable income that constitutes excess inclusion income, a   
holder of a Residual Interest Security will not be entitled to an exemption from
or reduction of the 30% (or lower treaty rate) withholding tax rule. If the     
payments are subject to United States withholding tax, they generally will be   
taken into account for withholding tax purposes only when paid or distributed   
(or when the Residual Interest Security is disposed of). The Treasury has       
statutory authority, however, to promulgate regulations which would require such
amounts to be taken into account at an earlier time in order to prevent the     
avoidance of tax. Such regulations could, for example, require withholding prior
to the distribution of cash in the case of Residual Interest Securities that do 
not have significant value. Under the REMIC Regulations, if a Residual Interest 
Security has tax avoidance potential, a transfer of a Residual Interest Security
to a Nonresident will be disregarded for all federal tax purposes. A Residual   
Interest Security has tax avoidance potential unless, at the time of the        
transfer the transferor reasonably expects that the REMIC will distribute to the
transferee of the Residual Interest Security amounts that will equal at least   
30% of each excess inclusion, and that such amounts will be distributed at or   
after the time at which the excess inclusions accrue and not later than the     
calendar year following the calendar year of accrual. If a Nonresident transfers
a Residual Interest Security to a United States person, and if the transfer has 
the effect of allowing the transferor to avoid tax on accrued excess inclusions,
then the transfer is disregarded and the transferor continues to be treated as  
the owner of the Residual Interest Security for purposes of the withholding tax 
provisions of the Code. See "-- Excess Inclusions."                             

Tax Characterization of the Trust Fund as a Partnership                         

Tax Counsel will deliver its opinion that a trust fund for which a  
partnership election is made will not be a corporation or publicly traded       
partnership taxable as a corporation for federal income tax purposes. This      
opinion will be based on the assumption that the terms of the Trust Agreement   
and related documents will be complied with, and on counsel's conclusions that  
the nature of the income of the trust fund will exempt it from the rule that    
certain publicly traded partnerships are taxable as corporations or the issuance
of the securities has been structured as a private placement under an IRS safe  
harbor, so that the trust fund will not be characterized as a publicly traded   
partnership taxable as a corporation.                                           

  If the trust fund were taxable as a corporation for federal income tax
purposes, the trust fund would be subject to corporate income tax on its taxable
income. The trust fund's taxable income would include all its income, possibly  
reduced by its interest expense on the notes. Any such corporate income tax     
could                                                                           

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materially reduce cash available to make payments on the notes and distributions
on the certificates, and certificateholders could be liable for any such tax    
that is unpaid by the trust fund.                                               

Tax Consequences to Holders of the Notes                                        

      Treatment of the notes as Indebtedness. The trust fund will agree, and the
noteholders will agree by their purchase of notes, to treat the notes as debt   
for federal income tax purposes. Unless otherwise specified in the related      
prospectus supplement, in the opinion of Tax Counsel, the notes will be         
classified as debt for federal income tax purposes. The discussion below assumes
this characterization of the notes is correct.                                  

OID, Indexed securities, etc. The discussion below assumes that all 
payments on the notes are denominated in U.S. dollars, and that the notes are   
not Indexed securities or Strip notes. Moreover, the discussion assumes that the
interest formula for the notes meets the requirements for "qualified stated     
interest" under the OID regulations, and that any OID on the notes (that is, any
excess of the principal amount of the notes over their issue price) does not    
exceed a de minimis amount (that is, 0.25% of their principal amount multiplied 
by the number of full years included in their term), all within the meaning of  
the OID regulations. If these conditions are not satisfied with respect to any  
given series of notes, additional tax considerations with respect to such notes 
will be disclosed in the applicable prospectus supplement.                      

   Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the notes will not be considered issued   
with OID. The stated interest thereon will be taxable to a noteholder as        
ordinary interest income when received or accrued in accordance with such       
noteholder's method of tax accounting. Under the OID regulations, a holder of a 
note issued with a de minimis amount of OID must include such OID in income, on 
a pro rata basis, as principal payments are made on the note. It is believed    
that any prepayment premium paid as a result of a mandatory redemption will be  
taxable as contingent interest when it becomes fixed and unconditionally        
payable. A purchaser who buys a note for more or less than its principal amount 
will generally be subject, respectively, to the premium amortization or market  
discount rules of the Code.                                                     

  A holder of a note that has a fixed maturity date of not more than one
year from the issue date of such note (a "Short-Term Note") may be subject to   
special rules. An accrual basis holder of a Short-Term Note (and certain cash   
method holders, including regulated investment companies, as set forth in       
Section 1281 of the Code) generally would be required to report interest income 
as interest accrues on a straight-line basis over the term of each interest     
period. Other cash basis holders of a Short-Term Note would, in general, be     
required to report interest income as interest is paid (or, if earlier, upon the
taxable disposition of the Short-Term Note). However, a cash basis holder of a  
Short-Term Note reporting interest income as it is paid may be required to defer
a portion of any interest expense otherwise deductible on indebtedness incurred 
to purchase or carry the Short-Term Note until the taxable disposition of the   
Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code 
to accrue interest income on all nongovernment debt obligations with a term of  
one year or less, in which case the taxpayer would include interest on the      
Short-Term Note in income as it accrues, but would not be subject to the        
interest expense deferral rule referred to in the preceding sentence. Certain   
special rules apply if a Short-Term Note is purchased for more or less than its 
principal amount.                                                               

    Sale or Other Disposition. If a noteholder sells a note, the holder will
recognize gain or loss in an amount equal to the difference between the amount  
realized on the sale and the holder's adjusted tax basis in the note. The       
adjusted tax basis of a note to a particular noteholder will equal the holder's 
cost for the note, increased by any market discount, acquisition discount, OID  
and gain previously included by such noteholder in income with respect to the   
note and decreased by the amount of bond premium (if any) previously amortized  
and by the amount of principal payments previously received by such noteholder  
with respect to such note. Any such gain or loss will be capital gain or loss if
the note was held as a capital asset, except for gain representing accrued      
interest and accrued market discount not previously included in income. Capital 
losses generally may be used only to offset capital gains.                      

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    Foreign Holders. Interest payments made (or accrued) to a noteholder who
is a nonresident alien, foreign corporation or other non-United States person (a
"foreign person") generally will be considered "portfolio interest," and        
generally will not be subject to United States federal income tax and           
withholding tax, if the interest is not effectively connected with the conduct  
of a trade or business within the United States by the foreign person and the   
foreign person                                                                  

     o     is not actually or constructively a "10 percent shareholder" of the
  trust fund or the seller (including a holder of 10% of the
          outstanding securities) or a "controlled foreign corporation" with
           respect to which the trust fund or the seller is a "related person"
within the meaning of the Code and                      

      o     provides the owner trustee or other person who is otherwise required
        to withhold U.S. tax with respect to the notes (the "Withholding
        Agent") with an appropriate statement, signed under penalties of
          perjury, certifying that the beneficial owner who is an individual
       or corporation for federal income tax purposes of the note is a
           foreign person and providing the foreign person's name and address.

Generally, this statement is made on an IRS Form W-8BEN ("W-8BEN"), which is    
effective for the remainder of the year of signature plus three full calendar   
years unless a change in circumstances makes any information on the form        
incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S. taxpayer
identification number will remain effective until a change in circumstances     
makes any information on the form incorrect, provided that the Withholding Agent
reports at least one payment annually to the beneficial owner on IRS Form       
1042-S. The beneficial owner must inform the Withholding Agent within 30 days of
any change and furnish a new W-8BEN. A noteholder who is not an individual or   
corporation (or an entity treated as a corporation for federal income tax       
purposes) holding the Notes on its own behalf may have substantially increased  
reporting requirements. In particular, in the case of notes held by a foreign   
partnership (or foreign trust), the partners (or beneficiaries) rather than the 
partnership (or trust) will be required to provide the certification discussed  
above, and the partnership (or trust) will be required to provide certain       
additional information.                                                         

   If a note is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide the   
relevant signed statement to the withholding agent; in that case, however, the  
signed statement must be accompanied by a Form W-8BEN or substitute form        
provided by the foreign person that owns the note. If such interest is not      
portfolio interest, then it will be subject to United States federal income and 
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant  
to an applicable tax treaty.                                                    

  Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a note by a foreign person will be exempt from United    
States federal income and withholding tax, provided that such gain is not       
effectively connected with the conduct of a trade or business in the United     
States by the foreign person and in the case of an individual foreign person,   
the foreign person is not present in the United States for 183 days or more in  
the taxable year.                                                               

  Backup Withholding. Each holder of a note (other than an exempt holder
such as a corporation, tax-exempt organization, qualified pension and           
profit-sharing trust, individual retirement account or nonresident alien who    
provides certification as to status as a nonresident) will be required to       
provide, under penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a statement that the
holder is not subject to backup withholding. Should a nonexempt noteholder fail 
to provide the required certification, the trust fund will be required to       
withhold on the amount otherwise payable to the holder, and remit the withheld  
amount to the IRS as a credit against the holder's federal income tax liability.

     Possible Alternative Treatments of the Notes. If, contrary to the opinion
of Tax Counsel, the IRS successfully asserted that one or more of the notes did 
not represent debt for federal income tax purposes, the notes might be treated  
as equity interests in the trust fund. If so treated, the trust fund might be   
taxable as a corporation with the adverse consequences described above (and the 
taxable corporation would not be able to reduce its taxable income by deductions
for interest expense on notes                                                   

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recharacterized as equity). Alternatively, and most likely in the view of       
special counsel to the depositor, the trust fund might be treated as a publicly 
traded partnership that would not be taxable as a corporation because it would  
meet certain qualifying income tests. Nonetheless, treatment of the notes as    
equity interests in such a publicly traded partnership could have adverse tax   
consequences to certain holders. For example, income to certain tax-exempt      
entities (including pension funds) would be "unrelated business taxable income,"
income to foreign holders generally would be subject to U.S. tax and U.S. tax   
return filing and withholding requirements, and individual holders might be     
subject to certain limitations on their ability to deduct their share of the    
trust fund's expenses.                                                          

Tax Consequences to Holders of the Certificates                                 

Treatment of the Trust Fund as a Partnership. The trust fund and the
master servicer will agree, and the certificateholders will agree by their      
purchase of certificates, to treat the trust fund as a partnership for purposes 
of federal and state income tax, franchise tax and any other tax measured in    
whole or in part by income, with the assets of the partnership being the assets 
held by the trust fund, the partners of the partnership being the               
certificateholders, and the notes being debt of the partnership. However, the   
proper characterization of the arrangement involving the trust fund, the        
certificates, the notes, the trust fund and the servicer is not clear because   
there is no authority on transactions closely comparable to that contemplated   
herein.                                                                         

 A variety of alternative characterizations are possible. For example,
because the certificates have certain features characteristic of debt, the      
certificates might be considered debt of the trust fund. Any such               
characterization would not result in materially adverse tax consequences to     
certificateholders as compared to the consequences from treatment of the        
certificates as equity in a partnership, described below. The following         
discussion assumes that the certificates represent equity interests in a        
partnership.                                                                    

Indexed Securities, etc. The following discussion assumes that all  
payments on the certificates are denominated in U.S. dollars, none of the       
certificates are Indexed securities or Strip certificates, and that a series of 
securities includes a single class of certificates. If these conditions are not 
satisfied with respect to any given series of certificates, additional tax      
considerations with respect to such certificates will be disclosed in the       
applicable prospectus supplement.                                               

      Partnership Taxation. As a partnership, the trust fund will not be subject
to federal income tax. Rather, each certificateholder will be required to       
separately take into account such holder's distributive share of income, gains, 
losses, deductions and credits of the trust fund. The trust fund's income will  
consist primarily of interest and finance charges earned on the loans (including
appropriate adjustments for market discount, OID and bond premium) and any gain 
upon collection or disposition of loans. The trust fund's deductions will       
consist primarily of interest accruing with respect to the notes, servicing and 
other fees, and losses or deductions upon collection or disposition of loans.   

      The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the    
Trust Agreement and related documents). The Trust Agreement will provide, in    
general, that the certificateholders will be allocated taxable income of the    
trust fund for each month equal to the sum of (i) the interest that accrues on  
the certificates in accordance with their terms for such month, including       
interest accruing at the Pass-Through Rate for such month and interest on       
amounts previously due on the certificates but not yet distributed; (ii) any    
trust fund income attributable to discount on the Loans that corresponds to any 
excess of the principal amount of the certificates over their initial issue     
price; (iii) prepayment premium payable to the certificateholders for such      
month; and (iv) any other amounts of income payable to the certificateholders   
for such month. Such allocation will be reduced by any amortization by the trust
fund of premium on loans that corresponds to any excess of the issue price of   
certificates over their principal amount. All remaining taxable income of the   
trust fund will be allocated to the depositor. Based on the economic arrangement
of the parties, this approach for allocating trust fund income should be        
permissible under applicable Treasury regulations, although no assurance can be 
given that the IRS would not require a greater amount of income to be allocated 
to certificateholders. Moreover, even under the foregoing method of allocation, 
certificateholders                                                              

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may be allocated income equal to the entire Pass-Through Rate plus the other    
items described above even though the trust fund might not have sufficient cash 
to make current cash distributions of such amount. Thus, cash basis holders will
in effect be required to report income from the certificates on the accrual     
basis and certificateholders may become liable for taxes on trust fund income   
even if they have not received cash from the trust fund to pay such taxes. In   
addition, because tax allocations and tax reporting will be done on a uniform   
basis for all certificateholders but certificateholders may be purchasing       
certificates at different times and at different prices, certificateholders may 
be required to report on their tax returns taxable income that is greater or    
less than the amount reported to them by the trust fund.                        

All of the taxable income allocated to a certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity     
(including an individual retirement account) will constitute "unrelated business
taxable income" generally taxable to such a holder under the Code.              

   An individual taxpayer's share of expenses of the trust fund (including
fees to the servicer but not interest expense) would be miscellaneous itemized  
deductions. Such deductions might be disallowed to the individual in whole or in
part and might result in such holder being taxed on an amount of income that    
exceeds the amount of cash actually distributed to such holder over the life of 
the trust fund.                                                                 

      The trust fund intends to make all tax calculations relating to income and
allocations to certificateholders on an aggregate basis. If the IRS were to     
require that such calculations be made separately for each loan, the trust fund 
might be required to incur additional expense but it is believed that there     
would not be a material adverse effect on certificateholders.                   

    Discount and Premium. It is believed that the loans were not issued with
OID, and, therefore, the trust fund should not have OID income. However, the    
purchase price paid by the trust fund for the loans may be greater or less than 
the remaining principal balance of the loans at the time of purchase. If so, the
loan will have been acquired at a premium or discount, as the case may be. (As  
indicated above, the trust fund will make this calculation on an aggregate      
basis, but might be required to recompute it on a loan by loan basis.)          

     If the trust fund acquires the loans at a market discount or premium, the
trust fund will elect to include any such discount in income currently as it    
accrues over the life of the loans or to offset any such premium against        
interest income on the loans. As indicated above, a portion of such market      
discount income or premium deduction may be allocated to certificateholders.    

     Section 708 Termination. Pursuant to Code Section 708, a sale or exchange
of 50% or more of the capital and profits in a partnership would cause a deemed 
contribution of assets of the partnership (the "old partnership") to a new      
partnership (the "new partnership") in exchange for interests in the new        
partnership. Such interests would be deemed distributed to the partners of the  
old partnership in liquidation thereof, which would not constitute a sale or    
exchange. Accordingly, if the trust fund were characterized as a partnership,   
then even if a sale of certificates terminated the partnership under Code       
Section 708, the holder's basis in its certificates would remain the same.      

Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of certificates in an amount equal to the difference       
between the amount realized and the seller's tax basis in the certificates sold.
A certificateholder's tax basis in a certificate will generally equal the       
holder's cost increased by the holder's share of trust fund income (includible  
in income) and decreased by any distributions received with respect to such     
certificate. In addition, both the tax basis in the certificates and the amount 
realized on a sale of a certificate would include the holder's share of the     
notes and other liabilities of the trust fund. A holder acquiring certificates  
at different prices may be required to maintain a single aggregate adjusted tax 
basis in such certificates, and, upon sale or other disposition of some of the  
certificates, allocate a portion of such aggregate tax basis to the certificates
sold (rather than maintaining a separate tax basis in each certificate for      
purposes of computing gain or loss on a sale of that certificate).              

    Any gain on the sale of a certificate attributable to the holder's share
of unrecognized accrued market discount on the loans would generally be treated 
as ordinary income to the holder and would give rise to special tax reporting   
requirements. The trust fund does not expect to have any other assets that would
give                                                                            

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rise to such special reporting requirements. Thus, to avoid those special       
reporting requirements, the trust fund will elect to include market discount in 
income as it accrues.                                                           

  If a certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions     
described above) over the life of the certificates that exceeds the aggregate   
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the certificates.                         

Allocations Among Transferors and Transferees. In general, the trust
fund's taxable income and losses will be determined monthly and the tax items   
for a particular calendar month will be apportioned among the certificateholders
in proportion to the principal amount of certificates owned by them as of the   
close of the last day of such month. As a result, a holder purchasing           
certificates may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.               

 The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to         
transfers of less than all of the partner's interest), taxable income or losses 
of the trust fund might be reallocated among the certificateholders. The trust  
fund's method of allocation between transferors and transferees may be revised  
to conform to a method permitted by future regulations.                         

 Section 754 Election. In the event that a certificateholder sells its
certificates at a profit (loss), the purchasing certificateholder will have a   
higher (lower) basis in the certificates than the selling certificateholder had.
The tax basis of the trust fund's assets will not be adjusted to reflect that   
higher (or lower) basis unless the trust fund were to file an election under    
Section 754 of the Code. In order to avoid the administrative complexities that 
would be involved in keeping accurate accounting records, as well as potentially
onerous information reporting requirements, the trust fund will not make such   
election. As a result, certificateholders might be allocated a greater or lesser
amount of trust fund income than would be appropriate based on their own        
purchase price for certificates.                                                

      Administrative Matters. The owner trustee is required to keep or have kept
complete and accurate books of the trust fund. Such books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year of 
the trust fund will be the calendar year. The trustee will file a partnership   
information return (IRS Form 1065) with the IRS for each taxable year of the    
trust fund and will report each certificateholder's allocable share of items of 
trust fund income and expense to holders and the IRS on Schedule K-1. The trust 
fund will provide the Schedule K-1 information to nominees that fail to provide 
the trust fund with the information statement described below and such nominees 
will be required to forward such information to the beneficial owners of the    
certificates. Generally, holders must file tax returns that are consistent with 
the information return filed by the trust fund or be subject to penalties unless
the holder notifies the IRS of all such inconsistencies.                        

   Under Section 6031 of the Code, any person that holds certificates as a
nominee at any time during a calendar year is required to furnish the trust fund
with a statement containing certain information on the nominee, the beneficial  
owners and the certificates so held. Such information includes (i) the name,    
address and taxpayer identification number of the nominee and (ii) as to each   
beneficial owner (x) the name, address and identification number of such person,
(y) whether such person is a United States person, a tax-exempt entity or a     
foreign government, an international organization, or any wholly owned agency or
instrumentality of either of the foregoing, and (z) certain information on      
certificates that were held, bought or sold on behalf of such person throughout 
the year. In addition, brokers and financial institutions that hold certificates
through a nominee are required to furnish directly to the trust fund information
as to themselves and their ownership of certificates. A clearing agency         
registered under Section 17A of the Securities Exchange Act of 1934, as amended 
is not required to furnish any such information statement to the trust fund. The
information referred to above for any calendar year must be furnished to the    
trust fund on or before the following January 31. Nominees, brokers and         
financial institutions that fail to provide the trust fund with the information 
described above may be subject to penalties.                                    

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      The depositor will be designated as the tax matters partner in the related
Trust Agreement and, as such, will be responsible for representing the          
certificateholders in any dispute with the IRS. The Code provides for           
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of limitations for       
partnership items does not expire before three years after the date on which the
partnership information return is filed. Any adverse determination following an 
audit of the return of the trust fund by the appropriate taxing authorities     
could result in an adjustment of the returns of the certificateholders, and,    
under certain circumstances, a certificateholder may be precluded from          
separately litigating a proposed adjustment to the items of the trust fund. An  
adjustment could also result in an audit of a certificateholder's returns and   
adjustments of items not related to the income and losses of the trust fund.    

   Tax Consequences to Foreign Certificateholders. It is not clear whether
the trust fund would be considered to be engaged in a trade or business in the  
United States for purposes of federal withholding taxes with respect to non-U.S.
Persons because there is no clear authority dealing with that issue under facts 
substantially similar to those described herein. Although it is not expected    
that the trust fund would be engaged in a trade or business in the United States
for such purposes, the trust fund will withhold as if it were so engaged in     
order to protect the trust fund from possible adverse consequences of a failure 
to withhold. The trust fund expects to withhold on the portion of its taxable   
income, as calculated for this purpose which may exceed the distributions to    
certificateholders, that is allocable to foreign certificateholders pursuant to 
Section 1446 of the Code, as if such income were effectively connected to a U.S.
trade or business. Subsequent adoption of Treasury regulations or the issuance  
of other administrative pronouncements may require the trust fund to change its 
withholding procedures. In determining a holder's withholding status, the trust 
fund may rely on IRS Form W-8BEN, IRS Form W-9 or the holder's certification of 
nonforeign status signed under penalties of perjury. A holder who is not an     
individual or corporation (or an entity treated as a corporation for federal    
income tax purposes) holding the Notes on its own behalf may have substantially 
increased reporting requirements. In particular, if the holder is a foreign     
partnership (or foreign trust), the partners (or beneficiaries) rather than the 
partnership (or trust) will be required to provide the certification discussed  
above, and the partnership (or trust) will be required to provide certain       
additional information.                                                         

Each foreign holder might be required to file a U.S. individual or  
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the trust fund's income. Each foreign holder must  
obtain a taxpayer identification number from the IRS and submit that number in  
order to assure appropriate crediting of the taxes withheld. A foreign holder   
generally would be entitled to file with the IRS a claim for refund with respect
to taxes withheld by the trust fund taking the position that no taxes were due  
because the trust fund was not engaged in a U.S. trade or business. However,    
interest payments made (or accrued) to a certificateholder who is a foreign     
person generally will be considered guaranteed payments to the extent such      
payments are determined without regard to the income of the trust fund. If these
interest payments are properly characterized as guaranteed payments, then the   
interest will not be considered "portfolio interest." As a result,              
certificateholders will be subject to United States federal income tax and      
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant  
to an applicable treaty. In such case, a foreign holder would only be entitled  
to claim a refund for that portion of the taxes in excess of the taxes that     
should be withheld with respect to the guaranteed payments.                     

   Backup Withholding. Distributions made on the certificates and proceeds
from the sale of the certificates will be subject to a "backup" withholding tax 
if, in general, the certificateholder fails to comply with certain              
identification procedures, unless the holder is an exempt recipient under       
applicable provisions of the Code.                                              

Other Tax Considerations

    In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state, local  
and foreign tax consequences of the acquisition,                                

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ownership, and disposition of the securities. State and local tax law may differ
substantially from the corresponding federal law, and this discussion does not  
purport to describe any aspect of the tax laws of any state or locality.        
Therefore, potential investors should consult their own tax advisors with       
respect to the various state, local and foreign tax consequences of an          
investment in the securities.                                                   

ERISA Considerations

      The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Code impose requirements on employee benefit plans (and 
on certain other retirement plans and arrangements, including individual        
retirement accounts and annuities and Keogh plans as well as collective         
investment funds and separate accounts in which such plans, accounts or         
arrangements are invested) (collectively, "Plans") subject to ERISA or to       
Section 4975 of the Code and on persons who bear specified relationships to     
Plans ("Parties in Interest") or are fiduciaries with respect to such Plans.    
Generally, ERISA applies to investments made by Plans. Among other things, ERISA
requires that the assets of Plans be held in trust and that the trustee, or     
other duly authorized fiduciary, have exclusive authority and discretion to     
manage and control the assets of Plans. ERISA also imposes certain duties on    
persons who are fiduciaries of Plans. Under ERISA, any person who exercises any 
authority or control respecting the management or disposition of the assets of a
Plan is considered to be a fiduciary of the Plan (subject to certain exceptions 
not here relevant). Certain employee benefit plans, such as governmental plans  
(as defined in ERISA Section 3(32)) and, if no election has been made under     
Section 410(d) of the Code, church plans (as defined in ERISA Section 3(33)),   
are not subject to requirements imposed by ERISA and Section 4975 of the Code.  
Accordingly, assets of such plans may be invested in securities without regard  
to the considerations described above and below, subject to the provisions of   
other applicable law. Any such plan which is qualified and exempt from taxation 
under Code Sections 401(a) and 501(a) is subject to the prohibited transaction  
rules set forth in Code Section 503.                                            

   On November 13, 1986, the United States Department of Labor (the "DOL")
issued final regulations concerning the definition of what constitutes the      
assets of a Plan. (Labor Reg. Section 2510.3-101 (the "Plan Assets              
Regulation")). Under this regulation, the underlying assets and properties of   
corporations, partnerships and certain other entities in which a Plan makes an  
"equity" investment could be deemed for purposes of ERISA to be assets of the   
investing Plan in certain circumstances. Under the Plan Assets Regulation, the  
term "equity interest" is defined as any interest in an entity other than an    
instrument that is treated as indebtedness under applicable local law and has no
"substantial equity features." If certificates are not treated as equity        
interests in the issuer for purposes of the Plan Assets Regulation, a Plan's    
investment in the certificates would not cause the assets of the issuer to be   
deemed plan assets. If the certificates are deemed to be equity interests in the
issuer, the issuer could be considered to hold plan assets because of a Plan's  
investment in those securities. In that event, the master servicer and other    
persons exercising management or discretionary control over the assets of the   
issuer or providing services with respect to those assets could be deemed to be 
fiduciaries or other parties in interest with respect to investing Plans and    
thus subject to the prohibited transaction provisions of Section 406 of ERISA   
and Section 4975 of the Code and, in the case of fiduciaries, to the fiduciary  
responsibility provisions of Title I of ERISA, with respect to transactions     
involving the issuer's assets. Trust certificates are "equity interests" for    
purposes of the Plan Asset Regulation.                                          

      In addition to the imposition of general fiduciary standards of investment
prudence and diversification, ERISA and Section 4975 of the Code prohibit a     
broad range of transactions involving assets of a Plan and persons ("Parties in 
Interest") having certain specified relationships to a Plan and impose          
additional prohibitions where Parties in Interest are fiduciaries with respect  
to such Plan. Because the loans may be deemed assets of each Plan that purchases
equity securities, an investment in equity securities by a Plan might be a      
prohibited transaction under ERISA Sections 406 and 407 and subject to an excise
tax under Code Section 4975 unless a statutory, regulatory or administrative    
exemption applies.                                                              

     Without regard to whether securities are considered to be equity interest
in the issuer, certain affiliates of the issuer might be considered or might    
become Parties in Interest with respect to a Plan. In                           

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this case, the acquisition or holding of the securities by or on behalf of the  
Plan could constitute or give rise to a prohibited transaction, within the      
meaning of ERISA and the Code, unless they were subject to one or more          
exemptions. Depending on the relevant facts and circumstances, certain          
prohibited transaction exemptions may apply to the purchase or holding of the   
securities -- for example, Prohibited Transaction Class Exemption ("PTCE")      
96-23, which exempts certain transactions effected on behalf of a Plan by an    
"in-house asset manager"; PTCE 95-60, which exempts certain transactions by     
insurance company general accounts; PTCE 91-38, which exempts certain           
transactions by bank collective investment funds; PTCE 90-1, which exempts      
certain transactions by insurance company pooled separate accounts; or PTCE     
84-14, which exempts certain transactions effected on behalf of a Plan by a     
"qualified professional asset manager". There can be no assurance that any of   
these exemptions will apply with respect to any Plan's investment in securities,
or that such an exemption, if it did apply, would apply to all prohibited       
transactions that may occur in connection with such investment. Furthermore,    
these exemptions would not apply to transactions involved in operation of the   
trust if, as described above, the assets of the trust were considered to include
plan assets.                                                                    

 The DOL has granted to certain underwriters individual administrative
exemptions (the "Underwriter Exemptions") from certain of the prohibited        
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code with respect to the initial purchase, the holding and the subsequent
resale by Plans of securities, including certificates, underwritten or privately
placed by that underwriter or its affiliate or by a syndicate managed by that   
underwriter or its affiliate and issued by entities that hold investment pools  
consisting of certain secured receivables, loans and other obligations and the  
servicing, operation and management of such investment pools, provided the      
conditions and requirements of the Underwriter Exemptions are met. The Exemption
also permits the entity to hold an interest-rate swap or yield supplement       
agreement if it meets requirements set forth in the Exemption.                  

  While each Underwriter Exemption is an individual exemption separately
granted to a specific underwriter, the terms and conditions which generally     
apply to the Underwriter Exemptions are substantially identical, and include the
following:                                                                      

   (1) the acquisition of the securities by a Plan is on terms
      (including the price for the securities) that are at least as favorable to
      the Plan as they would be in an arm's-length transaction with an unrelated
party;                                                              

         (2) the securities acquired by the Plan have received a rating at
the time of such acquisition that is one of the four highest generic
rating categories from Standard & Poor's Ratings Services ("S&P"), a
   division of The McGraw-Hill Companies, Inc., Moody's, or Fitch Ratings,
Inc. ("Fitch") (each, a "Rating Agency");                           

      (3) the trustee is not an affiliate of any other member of the
Restricted Group, as defined below (other than an underwriter);     

            (4) the sum of all payments made to and retained by the underwriters
     in connection with the distribution of the securities represents not more
    than reasonable compensation for underwriting the securities; the sum of
      all payments made to and retained by the seller pursuant to the assignment
     of the loans to the issuer represents not more than the fair market value
of such loans; the sum of all payments made to and retained by the  
servicer and any sub-servicer represents not more than reasonable   
   compensation for such person's services under the agreement pursuant to
     which the loans are pooled and reimbursements of such person's reasonable
expenses in connection therewith; and                               

    (5) the Plan investing in the certificates is 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.

The issuer must also meet the following requirements:               

         (i) the corpus of the issuer must consist solely of assets of the
type that have been included in other investment pools;             

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           (ii) securities in such other investment pools must have been rated
      in one of the four highest rating categories of S&P, Moody's, or Fitch for
at least one year prior to the Plan's acquisition of securities; and

            (iii) securities evidencing interests in such other investment pools
   must have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of securities.                 

      Moreover, the Underwriter Exemptions generally provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur when a 
Plan fiduciary causes a Plan to acquire securities of an issuer holding         
receivables as to which the fiduciary (or its affiliate) is an obligor, provided
that, among other requirements:                                                 

o     in the case of an acquisition in connection with the initial  
            issuance of certificates, at least fifty percent (50%) of each class
        of certificates in which Plans have invested, and at least fifty
          percent (50%) of aggregate interests in the issuer are acquired by
persons independent of the Restricted Group;            

     o     such fiduciary (or its affiliate) is an obligor with respect to not
   more than five percent (5%) of the fair market value of the
obligations contained in the investment pool;           

  o     the Plan's investment in securities of any class does not exceed
        twenty-five percent (25%) of all of the securities of that class
outstanding at the time of the acquisition;             

     o     immediately after the acquisition, no more than twenty-five percent
            (25%) of the assets of any Plan with respect to which such person is
         a fiduciary is invested in securities representing an interest in
          one or more issuers containing assets sold or serviced by the same
entity; and                                             

   o     the Plan is not sponsored by a member of the Restricted Group, as
defined below.                                          

     The Underwriter Exemptions provide only limited relief to Plans sponsored
by the seller, an underwriter, the trustee, the master servicer, any provider of
credit support to the trust, any counterparty to a swap contained in the trust, 
any obligor with respect to loans included in the investment pool constituting  
more than five percent (5%) of the aggregate unamortized principal balance of   
the assets in the trust fund, or any affiliate of such parties (the "Restricted 
Group").                                                                        

The Underwriter Exemptions provide exemptive relief to certain      
mortgage-backed and asset-backed securities transactions using pre-funding      
accounts. Mortgage loans or other secured receivables (the "obligations")       
supporting payments to securityholders, and having a value equal to no more than
twenty-five percent (25%) of the total principal amount of the securities being 
offered by the issuer, may be transferred to the issuer within a 90-day or      
three-month period following the closing date, instead of being required to be  
either identified or transferred on or before the closing date. The relief is   
available when the prefunding account satisfies certain conditions.             

   The rating of a security may change. If a class of securities no longer
has a required rating from at least one Rating Agency, the security will no     
longer be eligible for relief under the Underwriter Exemption (although a Plan  
that had purchased the security when it had a permitted rating would not be     
required by the Underwriter Exemption to dispose of it.) A certificate that     
satisfies the requirements of the Underwriter Exemptions other than the rating  
requirement may be eligible for purchase by an insurance company investing      
assets of its general account that include plan assets when the requirements of 
Sections I and III of Prohibited Transaction Class Exemption 95-60 are met.     

     The prospectus supplement for each series of securities will indicate the
classes of securities, if any, offered thereby as to which it is expected that  
an Underwriter Exemption will apply.                                            

    Any Plan fiduciary which proposes to cause a Plan to purchase securities
should consult with its counsel concerning the impact of ERISA and the Code, the
applicability of the Underwriter Exemptions, the effect of the Plan Assets      
Regulation, and the potential consequences in their specific circumstances,     
prior to making such investment. Moreover, each Plan fiduciary should determine 
whether under the general fiduciary standards of investment prudence and        
diversification an investment in the securities is                              

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appropriate for the Plan, taking into account the overall investment policy of  
the Plan and the composition of the Plan's investment portfolio.                

   The sale of certificates to a Plan is in no respect a representation by
the issuer or any underwriter of the Certificates that this investment meets all
relevant legal requirements with respect to investments by Plans generally or   
any particular Plan, or that this investment is appropriate for Plans generally 
or any particular Plan.                                                         

Legal Investment

The prospectus supplement for each series of securities will specify
which, if any, of the classes of securities offered thereby constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement   
Act of 1984 ("SMMEA"). Classes of securities that qualify as "mortgage related  
securities" will be legal investments for persons, trusts, corporations,        
partnerships, associations, business trusts, and business entities (including   
depository institutions, life insurance companies and pension funds) created    
pursuant to or existing under the laws of the United States or of any state     
(including the District of Columbia and Puerto Rico) whose authorized           
investments are subject to state regulations to the same extent as, under       
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any such entities. Under SMMEA, if a state enacts       
legislation prior to October 4, 1991 specifically limiting the legal investment 
authority of any such entities with respect to "mortgage related securities",   
securities will constitute legal investments for entities subject to such       
legislation only to the extent provided therein. Approximately twenty-one states
adopted such legislation prior to the October 4, 1991 deadline. SMMEA provides, 
however, that in no event will the enactment of any such legislation affect the 
validity of any contractual commitment to purchase, hold or invest in           
securities, or require the sale or other disposition of securities, so long as  
such contractual commitment was made or such securities were acquired prior to  
the enactment of such legislation.                                              

    SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and   
federal savings banks may invest in, sell or otherwise deal in securities       
without limitations as to the percentage of their assets represented thereby,   
federal credit unions may invest in mortgage related securities, and national   
banks may purchase securities for their own account without regard to the       
limitations generally applicable to investment securities set forth in 12 U.S.C.
24 (Seventh), subject in each case to such regulations as the applicable federal
authority may prescribe. In this connection, federal credit unions should review
the National Credit Union Administration ("NCUA") Letter to Credit Unions No.   
96, as modified by Letter to Credit Unions No. 108, which includes guidelines to
assist federal credit unions in making investment decisions for mortgage related
securities and the NCUA's regulation "Investment and Deposit Activities" (12    
C.F.R. Part 703), which sets forth certain restrictions on investment by federal
credit unions in mortgage related securities (in each case whether or not the   
class of securities under consideration for purchase constituted a "mortgage    
related security"). The NCUA issued final regulations effective December 2, 1991
that restrict and in some instances prohibit the investment by Federal Credit   
Unions in certain types of mortgage related securities.                         

   All depository institutions considering an investment in the securities
(whether or not the class of securities under consideration for purchase        
constitutes a "mortgage related security") should review the Federal Financial  
Institutions Examination Council's Supervisory Policy Statement on the          
Securities Activities (to the extent adopted by their respective regulators)    
(the "Policy Statement") setting forth, in relevant part, certain securities    
trading and sales practices deemed unsuitable for an institution's investment   
portfolio, and guidelines for (and restrictions on) investing in mortgage       
derivative products, including "mortgage related securities", which are         
"high-risk mortgage securities" as defined in the Policy Statement. According to
the Policy Statement, such "high-risk mortgage securities" include securities   
such as securities not entitled to distributions allocated to principal or      
interest, or Subordinated Securities. Under the Policy Statement, it is the     
responsibility of each depository institution to determine, prior to purchase   
(and at stated intervals thereafter), whether a particular mortgage derivative  
product is a "high-                                                             

102 

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risk mortgage security", and whether the purchase (or retention) of such a      
product would be consistent with the Policy Statement.                          

The foregoing does not take into consideration the applicability of 
statutes, rules, regulations, orders guidelines or agreements generally         
governing investments made by a particular investor, including, but not limited 
to "prudent investor" provisions, percentage-of-assets limits and provisions    
which may restrict or prohibit investment in securities which are not "interest 
bearing" or "income paying," or in securities which are issued in book-entry    
form.                                                                           

There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase securities or to purchase 
securities representing more than a specified percentage of the investor's      
assets. Investors should consult their own legal advisors in determining whether
and to what extent the securities constitute legal investments for such         
investors.                                                                      

Method of Distribution

 Securities are being offered hereby in series from time to time (each
series evidencing or relating to a separate trust fund) through any of the      
following methods:                                                              

o     by negotiated firm commitment or best efforts underwriting and
public reoffering by underwriters;                      

     o     by agency placements through one or more placement agents primarily
with institutional investors and dealers; and           

      o     by placement directly by the depositor with institutional investors.

A prospectus supplement will be prepared for each series which will 
describe the method of offering being used for that series and will set forth   
the identity of any underwriters thereof and either the price at which such     
series is being offered, the nature and amount of any underwriting discounts or 
additional compensation to such underwriters and the proceeds of the offering to
the depositor, or the method by which the price at which the underwriters will  
sell the securities will be determined. Each prospectus supplement for an       
underwritten offering will also contain information regarding the nature of the 
underwriters' obligations, any material relationship between the depositor and  
any underwriter and, where appropriate, information regarding any discounts or  
concessions to be allowed or reallowed to dealers or others and any arrangements
to stabilize the market for the securities so offered. In firm commitment       
underwritten offerings, the underwriters will be obligated to purchase all of   
the securities of such series if any such securities are purchased. Securities  
may be acquired by the underwriters for their own accounts and may be resold    
from time to time in one or more transactions, including negotiated             
transactions, at a fixed public offering price or at varying prices determined  
at the time of sale.                                                            

    This prospectus, together with the related prospectus supplement, may be
used by Countrywide Securities Corporation, an affiliate of CWABS, Inc. and     
Countrywide Home Loans, Inc., in connection with offers and sales related to    
market making transactions in the securities in which Countrywide Securities    
Corporation acts as principal. Countrywide Securities Corporation may also act  
as agent in such transactions. Sales in such transactions will be made at prices
related to prevailing prices at the time of sale.                               

      Underwriters and agents may be entitled under agreements entered into with
the depositor to indemnification by the depositor against certain civil         
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which such underwriters or agents   
may be required to make in respect thereof.                                     

  If a series is offered other than through underwriters, the prospectus
supplement relating thereto will contain information regarding the nature of    
such offering and any agreements to be entered into between the depositor and   
purchasers of securities of such series.                                        

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 Legal Matters

    The validity of the securities of each series, including certain federal
income tax consequences with respect thereto, will be passed upon for the       
depositor by Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New  
York 10019, or by Thacher Proffitt & Wood LLP, Two World Financial Center, New  
York, New York 10281, as specified in the prospectus supplement.                

 Financial Information

     A new trust fund will be formed with respect to each series of securities
and no trust fund will engage in any business activities or have any assets or  
obligations prior to the issuance of the related series of securities.          
Accordingly, no financial statements with respect to any trust fund will be     
included in this prospectus or in the related prospectus supplement.            

Rating

      It is a condition to the issuance of the securities of each series offered
hereby and by the prospectus supplement that they shall have been rated in one  
of the four highest rating categories by the nationally recognized statistical  
rating agency or agencies (each, a "Rating Agency") specified in the related    
prospectus supplement.                                                          

      Any such rating would be based on, among other things, the adequacy of the
value of the Trust Fund Assets and any credit enhancement with respect to such  
class and will reflect such Rating Agency's assessment solely of the likelihood 
that holders of a class of securities of such class will receive payments to    
which such securityholders are entitled under the related Agreement. Such rating
will not constitute an assessment of the likelihood that principal prepayments  
on the related loans will be made, the degree to which the rate of such         
prepayments might differ from that originally anticipated or the likelihood of  
early optional termination of the series of securities. Such rating should not  
be deemed a recommendation to purchase, hold or sell securities, inasmuch as it 
does not address market price or suitability for a particular investor. Each    
security rating should be evaluated independently of any other security rating. 
Such rating will not address the possibility that prepayment at higher or lower 
rates than anticipated by an investor may cause such investor to experience a   
lower than anticipated yield or that an investor purchasing a security at a     
significant premium might fail to recoup its initial investment under certain   
prepayment scenarios.                                                           

     There is also no assurance that any such rating will remain in effect for
any given period of time or that it may not be lowered or withdrawn entirely by 
the Rating Agency in the future if in its judgment circumstances in the future  
so warrant. In addition to being lowered or withdrawn due to any erosion in the 
adequacy of the value of the Trust Fund Assets or any credit enhancement with   
respect to a series, such rating might also be lowered or withdrawn among other 
reasons, because of an adverse change in the financial or other condition of a  
credit enhancement provider or a change in the rating of such credit enhancement
provider's long term debt.                                                      

  The amount, type and nature of credit enhancement, if any, established
with respect to a series of securities will be determined on the basis of       
criteria established by each Rating Agency rating classes of such series. Such  
criteria are sometimes based upon an actuarial analysis of the behavior of      
mortgage loans in a larger group. Such analysis is often the basis upon which   
each Rating Agency determines the amount of credit enhancement required with    
respect to each such class. There can be no assurance that the historical data  
supporting any such actuarial analysis will accurately reflect future experience
nor any assurance that the data derived from a large pool of mortgage loans     
accurately predicts the delinquency, foreclosure or loss experience of any      
particular pool of loans. No assurance can be given that values of any          
Properties have remained or will remain at their levels on the respective dates 
of origination of the related loans. If the residential real estate markets     
should experience an overall decline in property values such that the           
outstanding principal balances of the loans in a particular trust fund and any  
secondary financing on the related Properties become equal to or greater than   
the value of the Properties, the rates of delinquencies, foreclosures and losses
could be higher than those now generally experienced in the mortgage lending    
industry. In addition, adverse economic conditions (which may or may not affect 
real property values) may affect the timely payment by mortgagors of scheduled  
payments of principal and interest on the loans and, accordingly, the rates of  

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delinquencies, foreclosures and losses with respect to any trust fund. To the   
extent that such losses are not covered by credit enhancement, such losses will 
be borne, at least in part, by the holders of one or more classes of the        
securities of the related series.                                               

105 

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Index to Defined Terms

Term                                                                       Page 
----                                                                      ------
Accretion Directed ............................................               31
Accrual .......................................................               33
Agreement .....................................................               16
AMT ...........................................................               87
APR ...........................................................               20
Asset Conservation Act ........................................               66
Available Funds ...............................................               28
beneficial owner ..............................................               37
BIF ...........................................................               51
Book-Entry Securities .........................................               37
Capitalized Interest Account ..................................               53
Cash Flow Bond Method .........................................               90
CERCLA ........................................................               66
CI ............................................................               39
Claimable Amount ..............................................               75
Class Security Balance ........................................               28
Clearstream, Luxembourg .......................................               38
Code ..........................................................               77
COFI securities ...............................................               35
Collateral Value ..............................................               21
Combined Loan-to-Value Ratio ..................................               20
Companion Class ...............................................               31
Component Securities ..........................................               31
Contingent Regulations ........................................               79
Cooperative ...................................................               39
cooperative loans .............................................               17
cooperatives ..................................................               17
Cut-off Date Principal Balance ................................               26
DBC ...........................................................               39
Debt securities ...............................................               77
debt-to-income ratio ..........................................               23
Definitive Security ...........................................               37
Detailed Description ..........................................               17
Disqualified Organization .....................................               86
DOL ...........................................................               99
DTC ...........................................................               37
Eleventh District .............................................               35
Euroclear .....................................................               37
Euroclear Operator ............................................               39
Euroclear Participants ........................................               39
European Depositaries .........................................               37
excess servicing ..............................................               90
FHA ...........................................................               17
FHLBSF ........................................................               35
Final Bond Premium Regulations ................................               81
Financial Intermediary ........................................               37
Fitch .........................................................              100
Fixed Rate ....................................................               32
Floating Rate .................................................               32
foreign person ................................................               94
FTC Rule ......................................................               70
Funding Period ................................................               52
Garn-St Germain Act ...........................................               68
HI Contracts ..................................................               69
HI Loans ......................................................               69
Improper Knowledge ............................................               87
Indenture .....................................................               25
Indirect Participants .........................................               38
Insurance Proceeds ............................................               51
Insured Expenses ..............................................               51
Interest Only .................................................               33
Interest Weighted Securities ..................................               80
Inverse Floating Rate .........................................               33
IRS ...........................................................               79
L/C Bank ......................................................               42
L/C Percentage ................................................               42
Liquidation Expenses ..........................................               51
Liquidation Proceeds ..........................................               51
Loan Rate .....................................................               17
Loan-to-Value Ratio ...........................................               20
market discount ...............................................               81
Master Servicing Agreement ....................................               16
Master Servicing Fee ..........................................               57
Moody's .......................................................              100
Mortgage ......................................................               49
NAS ...........................................................               31
National Cost of Funds Index ..................................               35
NCUA ..........................................................              102
New CI ........................................................               39
Non-Accelerated Senior ........................................               31
Noneconomic Residual Interest Security ........................               86
Nonresidents ..................................................               92
Notional Amount Securities ....................................               31
obligations ...................................................              101
Offshore Location .............................................               87
OID ...........................................................               77
OID Regulations ...............................................               77
OTS ...........................................................               36
PACs ..........................................................               32
Partial Accrual ...............................................               33
Participants ..................................................               37
Parties in Interest ...........................................               99

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Term                                                                       Page 
----                                                                      ------
Pass-Through Securities .......................................               88
Pay-Through Security ..........................................               79
percentage interests ..........................................               59
Permitted Investments .........................................               43
Plan Assets Regulation ........................................               99
Planned Principal Class .......................................               32
Plans .........................................................               99
Policy Statement ..............................................              102
Pool Insurance Policy .........................................               45
Pool Insurer ..................................................               45
Pooling and Servicing Agreement ...............................               25
Pre-Funded Amount .............................................               52
Pre-Funding Account ...........................................               52
Prepayment Assumption .........................................               79
Primary Mortgage Insurance Policy .............................               19
Prime Rate ....................................................               36
Principal Only ................................................               33
Principal Prepayments .........................................               29
Properties ....................................................               18
Property Improvement Loans ....................................               72
PTCE ..........................................................              100
Purchase Price ................................................               25
Rating Agency .................................................              104
Ratio Strip Securities ........................................               89
RCRA ..........................................................               67
Record Date ...................................................               26
Refinance Loan ................................................               20
Regular Interest Securities ...................................               77
Relevant Depositary ...........................................               37
Relief Act ....................................................               71
REMIC .........................................................               77
reserve interest rate .........................................               34
Residual Interest Security ....................................               84
Restricted Group ..............................................              101
Retained Interest .............................................               26
Rules .........................................................               37
S&P ...........................................................              100
SAIF ..........................................................               51
Scheduled Principal Class .....................................               32
SEC ...........................................................               42
Security Account ..............................................               50
Security Owners ...............................................               37
Security Register .............................................               26
Sellers .......................................................               16
Senior Securities .............................................               41
Sequential Pay ................................................               32
Servicing Fee .................................................               88
Short-Term Note ...............................................               93
Single Family Properties ......................................               19
SMMEA .........................................................              102
Strip .........................................................               32
Stripped Securities ...........................................               88
Subsequent Loans ..............................................               52
Super Senior ..................................................               32
Support Class .................................................               32
TACs ..........................................................               32
Targeted Principal Class ......................................               32
Tax Counsel ...................................................               77
Terms and Conditions ..........................................               40
TIN ...........................................................               91
Title I Loans .................................................               72
Title I Program ...............................................               72
Title V .......................................................               69
Trust Agreement ...............................................           16, 25
Trust Fund Assets .............................................               16
U.S. Transferee ...............................................               86
UCC ...........................................................               65
Underwriter Exemptions ........................................              100
VA ............................................................               17
VA Guaranty ...................................................               56
Variable Rate .................................................               33
W-8BEN ........................................................               94
Widely Held Mortgage Trusts ...................................               91
Withholding Agent .............................................               94

107 

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$1,600,000,000
 (APPROXIMATE)

ENCORE CREDIT RECEIVABLES TRUST 2005-1

 ASSET-BACKED NOTES, SERIES 2005-1
 CWABS, INC.
 DEPOSITOR

   [INSERT GRAPHIC]                               [INSERT GRAPHIC]

 ECC CAPITAL CORPORATION                           ENCORE CREDIT CORP.
    SELLER                                        ORIGINATOR

 COUNTRYWIDE HOME LOANS SERVICING LP
 MASTER SERVICER

 PROSPECTUS SUPPLEMENT

COUNTRYWIDE SECURITIES CORPORATION                           WACHOVIA SECURITIES
Co-Lead Managers

      You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.                

       We are not offering the Series 2005-1 Asset-Backed Notes in any state
where the offer is not permitted.                                               

         Dealers will deliver a prospectus supplement and prospectus when acting
as underwriters of the Series 2005-1 Asset-Backed Notes and with respect to     
their unsold allotments or subscriptions. In addition, all dealers selling the  
Series 2005-1 Asset-Backed Notes will be required to deliver a prospectus       
supplement and prospectus for 90 days after the date of the prospectus          
supplement.                                                                     
MARCH 15, 2005

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B5’ Filing	Date	First	Last	Other Filings

	2/25/34	100	112
	2/25/33	100	112
	2/25/32	100	112
	2/25/31	100	112
	2/25/30	100	112
	2/25/29	100	112
	2/25/28	100	112
	2/25/27	100	112
	2/25/26	100	112
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	2/25/17	100	112
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	2/25/15	100	112
	2/25/14	100	112
	2/25/13	100	112
	2/25/12	100	112
	2/25/11	100	112
	2/25/10	78	112
	1/25/10	78
	12/25/09	78
	11/25/09	78
	10/25/09	78
	9/25/09	78
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	7/25/09	78
	6/25/09	78
	5/25/09	78
	4/25/09	78
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	2/25/09	78	112
	1/25/09	78
	12/25/08	78
	11/25/08	78
	10/25/08	78
	9/25/08	78
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	2/25/08	73	112
	1/25/08	73	78
	12/25/07	73	78
	11/25/07	73	78
	10/25/07	73	78
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	6/25/07	73	78
	5/25/07	73	77
	4/25/07	73	77
	3/25/07	73	77
	2/25/07	73	112
	1/25/07	73	77	FWP
	12/25/06	73	77
	11/25/06	73	77
	10/25/06	73	77
	9/25/06	73	77
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	5/25/06	73	77
	4/25/06	73	77
	3/25/06	73	77	8-K
	2/25/06	73	112	8-K
	1/25/06	73	77	8-K
	12/25/05	73	77	8-K
	11/25/05	73	77	8-K
	10/25/05	73	77	8-K
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	7/25/05	73	77	8-K
	6/25/05	73	77	8-K
	5/31/05	4	84	8-K
	5/25/05	73	77	8-K
	4/25/05	73	77
	3/31/05	29	84	8-K
	3/25/05	7	77	8-K
	3/18/05	3	94	8-K
Filed on:	3/17/05			8-K
	3/15/05	1	266	8-K
	3/1/05	84
	2/18/05	14	81
	2/17/05	14
	2/1/05	4	55
	12/31/04	40	83
	10/25/04	1	158
	5/11/04	244
	12/31/03	82	83
	7/1/03	33		424B5, 8-K
	12/31/02	82	83	10-K, 8-K
	11/7/02	179
	12/31/01	82	83
	1/18/00	49	196
	1/17/00	50	196
	1/14/00	49	196
	1/10/00	49	195
	1/3/95	245
	4/4/94	239
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Filing Submission 0000882377-05-000528 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cwabs Inc – ‘424B5’ on 3/17/05 re: Encore Credit Receivables Trust 2005-1

On: Thursday, 3/17/05, at 5:27pm ET · Accession #: 882377-5-528 · File #s: 333-118926, -17

Previous ‘424B5’: ‘424B5’ on 12/30/04 · Next: ‘424B5’ on 3/28/05 · Latest: ‘424B5’ on 11/1/07

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

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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