Credit Suisse First Boston Mortgage Securities Corp, et al. – ‘424B5’ on 10/3/06

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

 1: 424B5       Prospectus Supplement                                260   1.46M 

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 Prospectus Supplement (To Prospectus Dated August 28, 2006)

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
 Depositor

DLJ MORTGAGE CAPITAL, INC.
Sponsor and Seller

HOME EQUITY ASSET TRUST 2006-7
Issuing Entity

HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2006-7
$1,069,750,050
 (Approximate)

--------------------------------------------------------------------------------
You should carefully review the information in "Risk Factors" on page S-14 in   
this prospectus supplement and on page 5 in the prospectus.                     

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

The trust will issue:                                                           

o     Eight  classes of senior  certificates,  including  one class of  residual
certificates.                                                       

o     Twelve   classes  of  subordinate   certificates,   which  provide  credit
      enhancement  for the senior  certificates  and each  class of  subordinate
certificates, if any, with a higher payment priority.               

The certificates:                                                               

o     Represent  ownership  interests in a trust,  whose assets are  primarily a
      pool of fixed-rate and adjustable-rate,  first and second lien residential
      mortgage  loans  that  were  generally   originated  in  accordance   with
      underwriting  guidelines  that are not as strict as Fannie Mae and Freddie
      Mac  guidelines.  The mortgage  loans will be segregated  into two groups,
      each of which consists of fixed-rate and adjustable-rate, first and second
lien mortgage loans.                                                

o     Represent  obligations  of the trust only and do not represent an interest
      in or obligation of the depositor,  the servicers,  any special  servicer,
      the sponsor,  the seller,  the trustee or any of their  affiliates  or any
other entity.                                                       

o     Offered to the public and their class principal amounts and interest rates
      are listed under the heading  "Offered  Certificates" in the table on page
S-5.                                                                

Risks:                                                                          

o     The yield to investors on each class of certificates  will be sensitive to
      the rate and timing of principal  payments on the related  mortgage  loans
which may vary over time.                                           

o     Net interest shortfalls from prepayments on mortgage loans and losses from
      liquidations of defaulted  mortgage loans will adversely  affect the yield
      to  investors  in the  related  certificates,  and  the  investors  in the
subordinate certificates in particular.                             

      Principal  and  interest  on the  certificates  entitled  to receive  such
amounts will be payable monthly,  beginning on the distribution  date in October
2006, as described in this prospectus supplement.  Credit enhancement for all of
the classes of offered  certificates will be provided by  overcollateralization,
the  use  of  excess  interest  to  create  or  maintain  overcollateralization,
subordination and a swap agreement provided by Credit Suisse International.     

      Credit Suisse  Securities (USA) LLC, as underwriter,  will buy the offered
certificates  from Credit Suisse First Boston  Mortgage  Securities  Corp.,  the
depositor,  at a price equal to  approximately  99.9% of their face  value.  The
depositor will pay the expenses related to the issuance of the certificates from
these proceeds.  The underwriter will sell the offered certificates it purchases
from time to time in negotiated transactions at varying prices determined at the
time of sale.                                                                   

      The trust  will make  multiple  REMIC  elections  for  federal  income tax
purposes.                                                                       

      Neither  the SEC nor any  state  securities  commission  has  approved  or
disapproved these securities or determined if this prospectus  supplement or the
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.                                                               

      Delivery of the offered certificates, other than the Class R Certificates,
will be made in book-entry  form through the facilities of The Depository  Trust
Company, Clearstream, Luxembourg and the Euroclear System on or after October 3,
2006.                                                                           

 Credit Suisse

September 29, 2006

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 TABLE OF CONTENTS

SUMMARY INFORMATION ......................................................   S-5
      Home Equity Pass-Through Certificates, Series 2006-7 ...............   S-5
      Prefunding Account .................................................   S-8
      Depositor ..........................................................   S-8
      Seller and Sponsor .................................................   S-8
      Servicers ..........................................................   S-8
      Issuing Entity .....................................................   S-8
      Trustee ............................................................   S-8
      Originators ........................................................   S-8
      Custodians .........................................................   S-8
      Swap Counterparty ..................................................   S-8
      Credit Risk Manager ................................................   S-9
      Cut-off Date .......................................................   S-9
      Closing Date .......................................................   S-9
      Determination Date .................................................   S-9
      Distribution Date ..................................................   S-9
      Record Date ........................................................   S-9
      Mortgage Pool ......................................................   S-9
      Relationship Between Loan Groups and the Certificates ..............   S-9
      Interest Distributions .............................................  S-10
      Swap Agreement .....................................................  S-10
      Principal Distributions ............................................  S-10
      Credit Enhancement .................................................  S-11
      Optional Termination of the Trust ..................................  S-12
      Advances ...........................................................  S-12
      Fees and Expenses ..................................................  S-12
      Federal Income Tax Consequences ....................................  S-12
      ERISA Considerations ...............................................  S-13
      Legal Investment ...................................................  S-13
      Ratings ............................................................  S-13

RISK FACTORS .............................................................  S-14

THE MORTGAGE POOL ........................................................  S-19
      The Mortgage Loans .................................................  S-19
      The Group 1 Initial Mortgage Loans .................................  S-22
      The Group 2 Initial Mortgage Loans .................................  S-27
      Prefunding and Conveyance of Subsequent Mortgage Loans .............  S-32
      The Index ..........................................................  S-34
      Assignment of the Mortgage Loans ...................................  S-34
      Representations and Warranties Regarding the Mortgage Loans ........  S-34

ORIGINATORS ..............................................................  S-35
      General ............................................................  S-35
      General Underwriting Standards .....................................  S-36
      Encore Credit Corp., as Originator .................................  S-37
      OwnIt Mortgage Solutions, Inc., as Originator ......................  S-42
      Lime Financial Services Ltd., as Originator ........................  S-44

STATIC POOL INFORMATION ..................................................  S-46

AFFILIATES AND RELATED TRANSACTIONS ......................................  S-46

THE SPONSOR AND THE SELLER ...............................................  S-47

THE DEPOSITOR ............................................................  S-47

THE ISSUING ENTITY .......................................................  S-47

THE SWAP COUNTERPARTY ....................................................  S-48

SERVICING OF THE MORTGAGE LOANS ..........................................  S-48
      General ............................................................  S-48
      Wells Fargo Bank, N.A., as Servicer ................................  S-49
      Select Portfolio Servicing, Inc., as Servicer ......................  S-51
      Advances from the Servicers ........................................  S-56
      Appointment of Special Servicer; Specially Serviced Loans ..........  S-57
      The Credit Risk Manager ............................................  S-57

FEES AND EXPENSES OF THE TRUST ...........................................  S-58
Adjustment to Servicing Fee in Connection with                      
      Prepaid Mortgage Loans .............................................  S-59

DESCRIPTION OF THE CERTIFICATES ..........................................  S-59
      General ............................................................  S-59
      Book-Entry Certificates ............................................  S-60
      Determination of LIBOR .............................................  S-61
      Accounts ...........................................................  S-62
      Flow of Funds ......................................................  S-63
      Glossary of Terms ..................................................  S-65
      Distributions of Interest ..........................................  S-73
      The Swap Agreement .................................................  S-76
      Distributions of Principal .........................................  S-79
      Credit Enhancement .................................................  S-82
      Final Scheduled Distribution Date ..................................  S-86
      Optional Termination ...............................................  S-86
      The Trustee ........................................................  S-87
      Reports to Certificateholders ......................................  S-89
      Restrictions on Transfer of the Class R Certificates................  S-89

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YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS ............................  S-89
      General ............................................................  S-89
      Principal Prepayments and Compensating Interest ....................  S-91
      Mandatory Prepayment ...............................................  S-91
      Overcollateralization ..............................................  S-91
      Subordination ......................................................  S-92
      The Pass-Through Rates .............................................  S-92
      Weighted Average Life ..............................................  S-92
Additional Yield Considerations Applicable Solely to the            
      Residual Certificates .............................................. S-106

USE OF PROCEEDS .......................................................... S-106

MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................. S-106
      Tax Treatment of the Regular LIBOR Certificates .................... S-106
      Taxation of the Residual Certificates .............................. S-108

ERISA CONSIDERATIONS ..................................................... S-109

LEGAL INVESTMENT CONSIDERATIONS .......................................... S-111

ACCOUNTING CONSIDERATIONS ................................................ S-111

LEGAL PROCEEDINGS ........................................................ S-111

METHOD OF DISTRIBUTION ................................................... S-112

LEGAL MATTERS ............................................................ S-112

RATINGS .................................................................. S-113

ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES ....   I-1
      Initial Settlement .................................................   I-1
      Secondary Market Trading ...........................................   I-1
      Certain U.S. Federal Income Tax Documentation Requirements .........   I-3

ANNEX II SWAP AGREEMENT NOTIONAL AMOUNTS .................................  II-1

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Important notice about information presented in this
 prospectus supplement and the accompanying prospectus

      You should rely on the information  contained in this document or to which
we have  referred  you in this  prospectus  supplement.  We have not  authorized
anyone to provide you with information that is different. This document may only
be used where it is legal to sell these securities.                             

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

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

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

      o     We include  cross-references  in this prospectus  supplement and the
            accompanying prospectus to captions in these materials where you can
find further related discussions.                       

      If the  description of your  certificates  in this  prospectus  supplement
differs from the related  description in the prospectus,  you should rely on the
information in this prospectus supplement.                                      

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 SUMMARY INFORMATION

This summary highlights selected information from this prospectus supplement and
does not  contain  all of the  information  necessary  to make  your  investment
decision.  Please read this entire  prospectus  supplement and the  accompanying
prospectus carefully for additional information about the offered certificates. 

Home Equity Pass-Through Certificates, Series 2006-7

                                                        [Enlarge/Download Table]

                                             Per                                                                      
                                            Annum         Initial Certificate Ratings                                 
                  Initial Class  Related    Pass-                                                                     
                    Principal    Mortgage  Through    Fitch   Moody's     S&P           DBRS                          
Class                Balance       Pool      Rate    Rating   Rating     Rating        Rating         Designation     
-----             -------------  -------   -------   ------   ------     ------        ------         -----------     
                                                                                                                      
Senior                                                                                                                
Certificates                                                                                                          
1-A-1           $  340,000,000      1      5.46%(1)   AAA       Aaa        AAA           AAA             Senior       
2-A-1           $  296,000,000      2      5.38%(1)   AAA       Aaa        AAA           AAA             Senior       
2-A-2           $   86,000,000      2      5.43%(1)   AAA       Aaa        AAA           AAA             Senior       
2-A-3           $   91,000,000      2      5.47%(1)   AAA       Aaa        AAA           AAA             Senior       
2-A-4           $   64,800,000      2      5.56%(1)   AAA       Aaa        AAA           AAA             Senior       
R               $           50      2      5.46%(1)   AAA       N/R        AAA           AAA        Senior/Residual   

Class M                                                                                                               
Certificates                                                                                                          
M-1             $   40,150,000    1, 2     5.61%(1)   AA+       Aa1        AA+        AA (high)       Subordinate     
M-2             $   35,750,000    1, 2     5.62%(1)   AA+       Aa2         AA            AA          Subordinate     
M-3             $   20,350,000    1, 2     5.65%(1)   AA        Aa3         AA            AA          Subordinate     
M-4             $   19,250,000    1, 2     5.70%(1)   AA-        A1        AA-         AA (low)       Subordinate     
M-5             $   18,700,000    1, 2     5.72%(1)   A+         A2         A+         A (high)       Subordinate     
M-6             $   16,500,000    1, 2     5.80%(1)    A         A3         A             A           Subordinate     
M-7             $   16,500,000    1, 2     6.10%(1)   A-        Baa1        A-         A (low)        Subordinate     
M-8             $   11,000,000    1, 2     6.42%(1)  BBB+       Baa2       BBB+       BBB (high)      Subordinate     

Class B                                                                                                               
Certificates                                                                                                          
B-1             $    8,250,000    1, 2     7.22%(1)   BBB       Baa3       BBB           BBB          Subordinate     
B-2             $    5,500,000    1, 2     7.82%(1)  BBB-       Ba1        BBB-          BBB          Subordinate     

Total Offered                                                                                                         
Certificates    $1,069,750,050                                                                                        

Non-Offered Certificates                                                                                              
B-3             $   11,000,000    1, 2     7.82%(1)   BB+       Ba2        BB+        BB (high)       Subordinate     
P               $           50    1, 2        N/A     AAA       N/R        AAA           AAA      Prepayment Penalties
A-IO-S                      (2)   1, 2        (2)     N/R       N/R        N/R           N/R         Interest Only    
X               $            0    1, 2         -      N/R       N/R        N/R           N/R          Subordinate     

----------                                                                      
(1)  Approximate pass through-rate  applicable to the first  distribution  date.
     After the first distribution date, interest will accrue on the Class 1-A-1,
     Class 2-A-1,  Class 2-A-2,  Class 2-A-3,  Class 2-A-4,  Class R, Class M-1,
     Class M-2,  Class M-3,  Class M-4,  Class M-5,  Class M-6, Class M-7, Class
     M-8, Class B-1, Class B-2 and Class B-3  Certificates  based upon one-month
     LIBOR (the London  Interbank  Offered Rate, as described in "Description of
     the  Certificates--Determination  of  LIBOR"  in the  prospectus)  plus the
     applicable  certificate  margin,  subject  to a rate  cap.  After the first
     possible  optional   termination  date,  these  certificate   margins  will
     increase. For additional information on the calculation of the pass-through
  rates, see "Description of the Certificates--Distributions of Interest."

(2)  The Class  A-IO-S  Certificates  are  interest  only  certificates  and are
     entitled to the excess  servicing  fee received on the mortgage  loans,  as
described herein under "Fees and Expenses of the Trust."              

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The  offered  certificates,  other  than  the  Class  R  Certificates,  will  be
book-entry certificates. The Class R Certificates will be physical certificates.
The  initial  class  principal  balances  of the  certificates  are subject to a
variance of no more than plus or minus 5% prior to their issuance.              

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Offered Certificates

                                                        [Enlarge/Download Table]

                                                  Final         Expected                                 
                        Delay /    Interest     Scheduled        Final                                   
               Record   Accrual    Accrual    Distribution    Distribution      Minimum      Incremental 
Class         Date(1)  Period(2)  Convention     Date(3)        Date(4)      Denominations  Denominations
-----         -------  ---------  ----------  ------------    ------------   -------------  -------------
                                                                                                         
Senior                                                                                                   
Certificates                                                                                             
1-A-1            DD      0 Day    Actual/360   January 2037   November 2012    $25,000            $1     
2-A-1            DD      0 Day    Actual/360   January 2037    July 2008       $25,000            $1     
2-A-2            DD      0 Day    Actual/360   January 2037   January 2009     $25,000            $1     
2-A-3            DD      0 Day    Actual/360   January 2037   August 2011      $25,000            $1     
2-A-4            DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
R                CM      0 Day    Actual/360   January 2037   October 2006       20%             20%     

Class M                                                                                                  
Certificates                                                                                             
M-1              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-2              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-3              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-4              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-5              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-6              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-7              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
M-8              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     

Class B                                                                                                  
Certificates                                                                                             
B-1              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
B-2              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     

Non-Offered                                                                                              
Certificates                                                                                             
B-3              DD      0 Day    Actual/360   January 2037  November 2012     $25,000            $1     
P                CM       N/A        N/A       January 2037  December 2011       20%             20%     
A-IO-S           CM     24 Day      30/360     January 2037  November 2012       10%             10%     
X                CM       N/A        N/A       January 2037  November 2012       10%             10%     

----------                                                                      
(1)  CM = For any distribution  date, the close of business on the last business
     day of the calendar month  preceding the month of the related  distribution
     date. DD = For any distribution date, the close of business on the business
day immediately before that distribution date.                        

(2)  24 Day = For any  distribution  date,  the interest  accrual period will be
     calendar  month  preceding  that  distribution   date.  0  Day  =  For  any
     distribution  date,  that  interest  accrual  period  from the  immediately
     preceding  distribution date (or, in the case of the first interest accrual
     period,  the closing date) and ending on the day immediately  preceding the
related distribution date.                                            

(3)  Calculated as described in this prospectus supplement under "Description of
     the  Certificates--Final  Scheduled  Distribution  Date." The actual  final
     distribution  date for any  class of  certificates  could be  substantially
earlier.                                                              

(4)  The  expected  final  distribution  date  is  based  upon  (i)  100% of the
     applicable  prepayment assumption for the mortgage loans, (ii) the modeling
     assumptions used in this prospectus supplement,  as described under "Yield,
     Prepayment  and Maturity  Considerations--Weighted  Average Life" and (iii)
     assuming  the option to purchase  the  mortgage  loans is  exercised by the
     terminating entity at the earliest possible distribution date, as described
     in    this    prospectus    supplement    under    "Description    of   the
     Certificates--Optional Termination." The actual final distribution date for
     each  class  of  certificates  may  be  earlier  or  later,  and  could  be
     substantially  later, than the applicable  expected final distribution date
listed above.                                                         

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Prefunding Account                                                              

On the closing date,  the  depositor  will deposit  approximately  $215,059,888,
which represents  approximately 19.6% of the aggregate  collateral balance as of
the closing date and  approximately  19.9% of the  aggregate  initial  principal
balance of the  certificates,  into a  segregated  account  maintained  with the
trustee,  referred to in this  prospectus  supplement as the prefunding  account
(the "Prefunding Account"). The trust will use approximately $80,673,322 of this
amount to buy additional group 1 mortgage loans and  approximately  $134,386,566
of this amount to buy  additional  group 2 mortgage  loans from the seller after
the closing date and on or prior to December 22, 2006. These additional mortgage
loans are referred to herein as the  subsequent  mortgage  loans.  The depositor
must satisfy certain conditions specified in the pooling and servicing agreement
before it can sell  additional  mortgage loans to the trust.  In addition,  such
additional  mortgage loans must satisfy  certain  requirements,  as described in
this prospectus  supplement under "The Mortgage  Pool--Prefunding and Conveyance
of Subsequent Mortgage Loans." If any amounts are left in the Prefunding Account
after that date in  respect  of a loan  group,  the  holders of the Class  1-A-1
Certificates  and  Class  2-A-1,   Class  2-A-2,  Class  2-A-3  or  Class  2-A-4
Certificates,  as applicable, will receive that amount as a principal payment on
the December 2006 distribution date in the manner described herein.             

Depositor                                                                       

Credit Suisse First Boston Mortgage Securities Corp. The depositor maintains its
principal office at Eleven Madison Avenue,  4th Floor, New York, New York 10010.
Its telephone number is (212) 325-2000.  On the closing date, the depositor will
assign all of its interest in the mortgage loans to the trustee, for the benefit
of the certificateholders.                                                      

Seller and Sponsor                                                              

DLJ Mortgage Capital,  Inc. (referred to in this prospectus supplement as DLJMC)
is the  seller of all of the  mortgage  loans and has  previously  acquired  the
mortgage loans from the originators. On or prior to the closing date, DLJMC will
sell all of its interest in the mortgage loans to the depositor.                

Servicers                                                                       

Wells Fargo Bank, N.A., referred to in this prospectus supplement as Wells Fargo
Bank,  and Select  Portfolio  Servicing,  Inc.,  referred to in this  prospectus
supplement  as SPS,  will act as  servicer of  approximately  5.0% and 95.0% (by
aggregate  principal  balance as of  September  1, 2006),  respectively,  of the
initial mortgage loans.                                                         

Issuing Entity                                                                  

Home Equity Asset Trust 2006-7 (referred to in this prospectus supplement as the
trust)  will  issue the  certificates.  The trust will be formed  pursuant  to a
pooling and servicing agreement among the depositor,  the seller, the servicers,
the trustee and the credit  risk  manager.  The  certificates  solely  represent
beneficial  ownership  interests in the trust fund created under the pooling and
servicing agreement and not an interest in, or the obligation of, the depositor,
the sponsor or any other person.                                                

Trustee                                                                         

U.S.  Bank  National  Association  will act as  trustee  of the trust  under the
pooling and servicing agreement.                                                

Originators                                                                     

Approximately  24.1%,  24.0% and 20.4% (by  aggregate  principal  balance  as of
September 1, 2006) of the initial  mortgage loans were originated or acquired by
Encore Credit Corp., OwnIt Mortgage Solutions,  Inc. and Lime Financial Services
Ltd.,  respectively.  The  remainder of the mortgage  loans were  originated  by
various other banks,  savings and loans and other mortgage lending  institutions
that  individually  did not  originate  or acquire  more than 10% (by  aggregate
principal  balance as of September 1, 2006) of the initial mortgage loans. It is
anticipated  that  Accredited Home Lenders Inc. will have originated or acquired
approximately  11.4%  (by  aggregate  principal  balance  as of  the  end of the
prefunding period) of the aggregate initial and subsequent mortgage loans.      

Custodians                                                                      

LaSalle  Bank  National  Association  and Wells  Fargo Bank,  N.A will  maintain
custody of the mortgage  files  relating to the mortgage  loans on behalf of the
trust.                                                                          

Swap Counterparty                                                               

Credit Suisse International (referred to in this prospectus supplement as CSi or
the Swap Counterparty).                                                         

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Credit Risk Manager                                                             

Clayton Fixed Income Services Inc., formerly known as The Murrayhill Company.   

Cut-off Date                                                                    

For any mortgage loan transferred to the trust on the closing date, September 1,
2006 (referred to in this  prospectus  supplement as the initial  cut-off date).
For any  subsequent  mortgage loan, the first day of the month of the conveyance
of such mortgage loan to the trust after giving effect to the monthly payment on
that date  (each  such  date  referred  to in this  prospectus  supplement  as a
subsequent transfer date).                                                      

Closing Date                                                                    

October 3, 2006.                                                                

Determination Date                                                              

The business day immediately preceding the 18th day of each month.              

Distribution Date                                                               

Distributions on the certificates will be made on the 25th day of each month or,
if the 25th day is not a business  day, the next  business  day,  commencing  on
October 25, 2006.                                                               

Record Date                                                                     

For every class of offered  certificates  held in book entry form,  the business
day immediately  preceding each distribution date. For the Class R Certificates,
the last business day of the month preceding each distribution date.            

Mortgage Pool                                                                   

On October 3, 2006,  the trust  will  acquire a pool of initial  mortgage  loans
which  will  be  secured  by  mortgages,  deeds  of  trust,  or  other  security
instruments,  all of which are  referred  to in this  prospectus  supplement  as
mortgages.  The trust will  acquire the  subsequent  mortgage  loans  during the
prefunding period.                                                              

As  of  the  initial  cut-off  date,  the  initial  mortgage  pool  consists  of
approximately  4,464  mortgage  loans  with an  aggregate  principal  balance of
approximately $884,940,212. As described herein additional mortgage loans may be
added to the mortgage pool after the closing date.                              

The mortgage loans include conventional,  adjustable-rate and fixed-rate,  fully
amortizing and balloon, first and second lien residential mortgage loans, all of
which have original terms to stated maturity of up to 30 years.                 

The mortgage loans were  originated  generally in accordance  with  underwriting
guidelines  that are less stringent than Fannie Mae and Freddie Mac  guidelines.
As a result,  such  mortgage  loans are  likely to  experience  higher  rates of
delinquency,  foreclosure  and bankruptcy  than mortgage loans  underwritten  in
accordance with higher standards.                                               

The mortgage  loans will be divided into two loan groups.  Loan group 1 consists
of  648  fixed-rate  and  1,426  adjustable-rate  initial  mortgage  loans  with
principal  balances  greater  than or equal to $12,383 and less than or equal to
$619,727 and with an aggregate  outstanding  principal balance as of the initial
cut-off  date  of  approximately  $345,426,678.  Loan  group 2  consists  of 748
fixed-rate  and 1,642  adjustable-rate  initial  mortgage  loans with  principal
balances  greater than or equal to $19,985 and less than or equal to $1,150,000,
and with an aggregate  outstanding  principal  balance as of the initial cut-off
date of approximately $539,513,534.                                             

The  seller has made  certain  representations  and  warranties  concerning  the
mortgage  loans.  Following the discovery of a breach of any  representation  or
warranty that  materially and adversely  affects the value of the mortgage loan,
the seller will be required  either to (1) cure that breach,  (2) repurchase the
affected  mortgage  loan  from  the  trust  or  (3)  in  certain  circumstances,
substitute another mortgage loan. In order to substitute a new mortgage loan for
a mortgage  loan that has been removed  from the trust  because of a breach of a
representation  or warranty,  (a) substitution  must take place within two years
from the closing date and (b) a mortgage loan that is materially  similar to the
deleted mortgage loan must be available for substitution.                       

Relationship Between Loan Groups and the Certificates                           

The Class 1-A-1  Certificates  generally  relate to the  mortgage  loans in loan
group 1 and the Class 2-A-1,  Class 2-A-2,  Class 2-A-3, Class 2-A-4 and Class R
Certificates  generally  relate to the mortgage loans in loan group 2. The Class
P, Class A-IO-S,  Class M-1,  Class M-2,  Class M-3, Class M-4, Class M-5, Class

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M-6,  Class  M-7,  Class  M-8,  Class  B-1,  Class  B-2,  Class  B-3 and Class X
Certificates  generally  relate to the  mortgage  loans in loan group 1 and loan
group 2. The certificates  generally receive  distributions  based on principal,
interest and other amounts collected from the mortgage loans in the related loan
group or loan groups.                                                           

Interest Distributions                                                          

Interest  will  accrue  on each  class of  offered  certificates  at a per annum
pass-through  rate equal to the lesser of (i) the sum of the one-month LIBOR for
that  distribution  date  plus  the  related  certificate  margin  and  (ii) the
applicable net funds cap.                                                       

The amount of interest  distributable to each class of certificates  entitled to
interest on each distribution date will generally equal:                        

o     the pass-through rate for that class of certificates, multiplied by       

o     the applicable principal balance of that class of certificates, minus     

o     the share of some types of interest shortfalls allocated to that class.   

Interest  distributions  received  on any  distribution  date  for any  class of
offered certificates  represent interest accrued during the period commencing on
the  immediately  preceding  distribution  date  (or,  in the case of the  first
distribution date, the closing date) and ending on the day immediately preceding
the related  distribution  date.  Interest  will accrue on each class of offered
certificates  on the  basis of a  360-day  year and the  actual  number  of days
elapsed in each accrual period.                                                 

See  "Description  of  the  Certificates--Distributions  of  Interest"  in  this
prospectus supplement.                                                          

On each distribution date, interest will be distributed to certificateholders in
the order  described in  "Description  of the  Certificates"  in this prospectus
supplement.  It is possible that, on any given distribution date,  payments from
the mortgage loans will be insufficient to cover interest  distributable  on all
of the  certificates  that are entitled to receive  interest from those mortgage
loans. As a result,  some classes of  certificates  (most likely the subordinate
certificates)  may not receive the full amount of accrued interest to which they
are entitled.  If this happens,  those  certificates will be entitled to receive
any  shortfall  in  interest  distributions  on future  distribution  dates with
interest thereon, to the extent available.                                      

Swap Agreement                                                                  

The trustee,  on behalf of the  supplemental  interest trust,  will enter into a
swap agreement  with the swap  counterparty  to the swap agreement  described in
this prospectus supplement on the closing date. Under the swap agreement, on the
swap payment date  beginning in December 2006 and until the swap payment date in
September 2011, (i) the trustee,  on behalf of the supplemental  interest trust,
will be obligated to make a payment to the swap  counterparty at a rate equal to
5.35%  per  annum  and (ii)  the swap  counterparty  will be  obligated  to make
payments to the trustee,  on behalf of the supplemental  interest trust, for the
benefit of the holders of the  Certificates  at a rate equal to one-month  LIBOR
(as determined in accordance with the swap agreement) per annum, in each case on
the swap  notional  amount  for the  related  period.  Payments  under  the swap
agreement will be made on a net basis.                                          

We refer you to  "Description of the  Certificates--Distributions  of Interest",
"--The Swap  Agreement" and  "--Distributions  of Principal" in this  prospectus
supplement for more detail.                                                     

Principal Distributions                                                         

The  amount  of  principal  distributable  on any class of  certificates  on any
distribution date will be determined by:                                        

o     funds actually received or advanced on the related mortgage loans that are
available to make principal distributions on the certificates;      

o     the amount of excess interest from the related mortgage loans available to
be paid as principal on the certificates as described below; and    

o     amounts  available  under the swap  agreement  to cover  certain  realized
losses on the mortgage loans.                                       

Funds  actually  received  or  advanced on the  mortgage  loans will  consist of
expected monthly scheduled  payments,  unexpected payments resulting from, among
other things,  prepayments by mortgagors or liquidations  of defaulted  mortgage
loans  (including                                                               

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any mortgage  insurance  proceeds,  if any, on that mortgage loan), and advances
made by the servicers.                                                          

The manner of  distributing  principal  among the classes of  certificates  will
differ,  as  described  in  this  prospectus  supplement,   depending  upon  the
occurrence of several different events, including:                              

      o     whether a  distribution  date  occurs  before,  or on or after,  the
            "stepdown date," which is the earlier of (1) the  distribution  date
            following the  distribution  date on which the  aggregate  principal
            balance  of the senior  certificates  is reduced to zero and (2) the
            later of (x) the distribution date in October 2009 and (y) the first
            distribution  date on which  the  ratio of (a) the  total  principal
            balance    of    the    subordinate     certificates     plus    any
            overcollateralization  amount to (b) aggregate  principal balance of
            the  mortgage  loans  plus the  amount,  if any,  on  deposit in the
            prefunding  account  equals or  exceeds  the  applicable  percentage
specified in this prospectus supplement; and            

      o     whether a "trigger  event" occurs,  which is when either  cumulative
            losses  on  the  mortgage  loans  are  higher  than  certain  levels
            specified  in  this  prospectus  supplement  or  when  the  rate  of
            delinquencies  of the mortgage loans over any three-month  period is
           higher than certain levels set forth in this prospectus supplement.

We refer you to "Description of the  Certificates--  Distributions of Principal"
in this prospectus supplement for more detail.                                  

Credit Enhancement                                                              

Credit enhancement for the offered certificates  includes  overcollateralization
and subordination  features and the swap agreement.  The credit enhancement will
reduce delays in distributions  and losses on some classes of  certificates,  in
varying degrees.                                                                

Overcollateralization.  As of the closing date, the aggregate  principal balance
of the initial  mortgage loans as of the initial cut-off date and the amounts on
deposit in the Prefunding  Account on the closing date will exceed the aggregate
outstanding  principal balance of the offered certificates and the Class B-3 and
Class P Certificates in an amount equal to approximately  1.75% of the aggregate
outstanding  principal  balance of the initial  mortgage loans as of the initial
cut-off date plus the amount on deposit in the Prefunding Account on the closing
date. This feature is referred to as overcollateralization.                     

The mortgage  loans bear  interest each month in an amount that in the aggregate
is expected to exceed the amount  needed to pay monthly  interest on the offered
certificates  and  Class B-3  certificates  and  certain  trust  expenses.  This
available excess interest will be applied to pay principal, as necessary, on the
offered  certificates  and the Class B-3  certificates  in the manner  described
herein in order to maintain the  required  level of  overcollateralization.  The
overcollateralization  will be available to absorb losses on the mortgage loans.
The required level of overcollateralization  may increase or decrease over time.
We cannot assure you that sufficient  interest will be generated by the mortgage
loans to maintain the required level of overcollateralization.                  

We refer you to "Risk  Factors"  and  "Description  of the  Certificates--Credit
Enhancement--Overcollateralization"  in  this  prospectus  supplement  for  more
detail.                                                                         

Subordination.  There are two types of  subordination  available  to the offered
certificates.                                                                   

The  senior  certificates  will have a  payment  priority  over the  subordinate
certificates. Each class of subordinate certificates will be subordinate to each
other class of subordinate certificates with higher payment priority.           

Losses that are realized  when the unpaid  principal  balance on a mortgage loan
and  accrued but unpaid  interest on such  mortgage  loan  exceeds the  proceeds
recovered upon liquidation  (including any mortgage  insurance  proceeds on that
mortgage loan) will first reduce the available  excess  interest and then reduce
the  overcollateralization  amount. If excess interest and overcollateralization
at that  time are  insufficient  to cover  these  amounts,  such  losses  on the
mortgage loans to the extent not covered by the swap agreement will be allocated
to the  subordinate  certificates,  in the  reverse  order of their  priority of
payment,  until the principal amount of the subordinate  certificates is reduced
to zero. If the applicable  subordination is insufficient to absorb losses, then
holders of the senior  certificates  may never  receive  all of their  principal
distributions.                                                                  

We refer you to  "Description of the  Certificates--Credit  Enhancement" in this
prospectus supplement for more detail.                                          

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Swap  Agreement.  In certain  circumstances,  payments made to the  supplemental
interest  trust  under the swap  agreement  may be  available  to cover  certain
realized losses on the mortgage loans.                                          

We refer you to  "Description  of the  Certificates--  Swap  Agreement"  in this
prospectus supplement for more detail.                                          

Optional Termination of the Trust                                               

If the aggregate  principal  balance of the mortgage loans declines below 10% of
the  aggregate  principal  balance of the mortgage  loans as of the cut-off date
plus the amount on deposit in the  Prefunding  Account on the closing date,  and
certain  conditions in the pooling and servicing  agreement are  satisfied,  the
terminating  entity (as described herein) may purchase all of the mortgage loans
and the other assets in the trust.  If the terminating  entity  purchases all of
the mortgage  loans and the other assets in the trust,  you will receive a final
distribution and the trust will be terminated.                                  

If the terminating  entity does not exercise its option to purchase the mortgage
loans and the other  assets in the  trust as  described  above  when it is first
entitled to do so, the pass-through  rates of the offered  certificates  will be
increased as described in this prospectus supplement.                           

We refer you to "Description of the Certificates--Optional  Termination" in this
prospectus supplement for more detail.                                          

Advances                                                                        

If the servicer of a mortgage loan reasonably believes that cash advances can be
recovered  from a delinquent  mortgagor or other  collections  on that  mortgage
loan,  then  that  servicer  will  make  cash  advances  to the  trust  to cover
delinquent  mortgage loan payments of principal and interest with respect to the
mortgage  loans.  In the event  that a  balloon  loan is not paid in full on its
maturity date,  the applicable  servicer will be obligated to make advances with
respect to the assumed monthly payments that would have been due on such balloon
loan based upon the original  amortization  schedule  for the loan,  unless that
servicer determines that the advance would not be recoverable.  In no event will
a servicer be obligated to advance the balloon  payment due on any balloon loan.
Advances  are  intended to maintain a regular  flow of  scheduled  interest  and
principal  payments on the certificates,  and not to guarantee or insure against
losses.  The servicers  will not be required to make advances for any shortfalls
that  occur due to  application  of the  Servicemembers  Civil  Relief  Act,  as
amended.  We refer you to  "Servicing of the Mortgage  Loans--Advances  from the
Servicers" in this prospectus supplement for more detail.                       

Fees and Expenses                                                               

      o     Each  servicer  will be entitled to a servicing  fee,  which will be
            payable out of the interest  payments on each mortgage loan serviced
            by it, in an amount equal to one month's  interest at the applicable
            servicing  fee rate  multiplied by the  aggregate  stated  principal
            balance  of such  mortgage  loan as of the due date  related to such
            distribution  date (each  subject to  reduction as described in this
            prospectus supplement);  provided that such servicing fee rate shall
            not  exceed  0.500%  per  annum.   Each  servicer  will  receive  as
            additional  compensation the investment  income on funds held in the
related collection account.                             

      o     The credit risk  manager will  receive as  compensation  a fee in an
            amount equal to one-twelfth  of 0.0165%  multiplied by the aggregate
            stated principal  balance of the mortgage loans immediately prior to
the related distribution date.                          

      o     The trustee will receive as compensation a fee in an amount equal to
            one twelfth of 0.0028%  multiplied by the aggregate stated principal
            balance  of the  mortgage  loans  immediately  prior to the  related
            distribution   date.   The  trustee  will   receive  as   additional
            compensation the investment  income on funds held in the certificate
account.                                                

Expenses  of the  servicers,  the credit risk  manager and the trustee  that are
permitted to be  reimbursed  under the pooling and servicing  agreement  will be
paid prior to any distributions to the certificateholders.                      

Federal Income Tax Consequences                                                 

For  federal  income  tax  purposes,  elections  will be made to treat  all or a
portion of the trust as multiple  REMICs.  All  classes of offered  certificates
(other than the Class R Certificates),  the Class B-3 Certificates,  the Class P
Certificates and the Class X Certificates  will represent regular interests in a
REMIC  (exclusive of the right to receive and the obligation to make payments in
respect of Basis  Risk                                                          

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Shortfalls).  The Class R Certificates will represent  ownership of the residual
interest in each REMIC.                                                         

ERISA Considerations                                                            

Generally, it is expected that the offered certificates,  other than the Class R
Certificates,  may be purchased by an employee  benefit plan or other retirement
arrangement subject to Section 406 of the Employment  Retirement Income Security
Act of 1974, as amended  ("ERISA") or Section 4975 of the Internal  Revenue Code
of 1986, as amended (the "Code"), so long as certain conditions are met. Offered
certificates,  other than the Class R Certificates,  may not be acquired or held
by a person  investing  assets  of any such  plans or  arrangements  before  the
termination  of the swap  agreement,  unless  such  acquisition  or  holding  is
eligible for the exemptive relief available under the statutory exemption or one
of the class  exemptions  described in this prospectus  supplement  under "ERISA
Considerations".                                                                

A fiduciary of such plans or arrangements must determine that the purchase of an
offered  certificate is consistent with its fiduciary duties and does not result
in a nonexempt prohibited transaction under applicable law. Sales of the Class R
Certificates  to these plans or retirement  accounts are  prohibited,  except as
permitted under "ERISA Considerations" in this prospectus supplement.           

We refer you to "ERISA  Considerations" in this prospectus supplement and in the
prospectus for more detail.                                                     

Legal Investment                                                                

The offered  certificates will not be "mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement Act of 1984.                       

Ratings                                                                         

The trust will not issue the offered certificates unless they have been assigned
ratings at least as high as those designated on page S-5.                       

A rating is not a  recommendation  to buy,  sell or hold  securities  and may be
subject to revision or withdrawal at any time by either rating agency.          

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RISK FACTORS

      This  prospectus  supplement  together with the  prospectus  describes the
material risk factors related to your securities.  The securities  offered under
this prospectus  supplement are complex securities.  You should possess,  either
alone or  together  with an  investment  advisor,  the  expertise  necessary  to
evaluate the information  contained in this prospectus supplement in the context
of your financial situation and tolerance for risk.                             

There are risks relating to        Approximately  3.1% of the  initial  mortgage
mortgage loans secured by          loans in loan group 1 and 4.9% of the initial
second liens                       mortgage  loans  in  loan  group  2,  each by
                                   principal  balance  of that loan  group as of
                                   September  1, 2006,  are  secured by a second
                                   lien that is subordinate to the rights of the
                                   mortgagee  under a first mortgage loan on the
                                   related   mortgaged   property.   There   are
                                   additional  risks related to such second lien
                                   mortgage loans.  See "Risk  Factors--In  some
                                   instances,  the return on your securities may
                                   be reduced by losses on the  mortgage  loans,
                                   which are more  likely if  substantially  all
                                   are  secured  only by  second  liens"  in the
 prospectus.

The yield on your certificates     The Class  1-A-1  Certificates  will  receive
will vary depending on the         principal   payments   primarily   from   the
rate of prepayments; various       mortgage  loans in loan  group  1. The  Class
factors affect the rate of         2-A-1,  Class 2-A-2, Class 2-A-3, Class 2-A-4
prepayments                        and  Class  R   Certificates   will   receive
                                   principal   payments   primarily   from   the
                                   mortgage  loans in loan  group  2. The  Class
                                   M-1,  Class M-2,  Class M-3, Class M-4, Class
                                   M-5,  Class M-6,  Class M-7, Class M-8, Class
                                   B-1,  Class B-2 and  Class  B-3  Certificates
                                   will  receive  principal  payments  from  the
                                   mortgage   loans   in   both   loan   groups.
                                   Therefore,  the  yield  on  the  Class  1-A-1
                                   Certificates  will be particularly  sensitive
                                   to  the  rate   and   timing   of   principal
                                   prepayments  and  defaults  on  the  mortgage
                                   loans  in loan  group 1 and the  yield on the
                                   Class 2-A-1,  Class 2-A-2, Class 2-A-3, Class
                                   2-A-4  and  Class  R  Certificates   will  be
                                   particularly sensitive to the rate and timing
                                   of principal  prepayments and defaults on the
                                   mortgage loans in loan group 2. The yields on
                                   the Class M-1,  Class M-2,  Class M-3,  Class
                                   M-4,  Class M-5,  Class M-6, Class M-7, Class
                                   M-8,  Class  B-1,  Class  B-2 and  Class  B-3
                                   Certificates  will be  sensitive  to the rate
                                   and  timing  of  principal   prepayments  and
                                   defaults on the  mortgage  loans in both loan
groups.   

                                   As of origination, approximately 77.3% of the
                                   initial  mortgage  loans in loan  group 1 and
                                   79.3% of the initial  mortgage  loans in loan
                                   group 2, each by  principal  balance  of that
                                   loan group as of September 1, 2006, imposed a
                                   penalty  for  certain  early  full or partial
                                   prepayments of a mortgage loan. If a mortgage
                                   loan  imposes a  prepayment  penalty  and the
                                   mortgagor   makes  a   prepayment   during  a
                                   specified  period which generally ranges from
                                   a minimum  of six months to a maximum of five
                                   years  after  origination  and the  amount of
                                   such  prepayment  is in  excess  of a certain
                                   amount,  a  penalty  is  imposed  and will be
                                   collected  to  the  extent   permitted  under
                                   applicable  law.  Prepayment   penalties  may
                                   discourage  mortgagors  from prepaying  their
                                   mortgage loans during the penalty period and,
                                   accordingly, affect the rate of prepayment of
                                   such  mortgage  loans  even  in  a  declining
                interest rate environment.

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                                   Some of the  mortgage  loans may be assumable
                                   by  purchasers  of the  mortgaged  properties
                                   rather than prepaid by the related  borrowers
                                   in   connection   with  the  sales  of  those
                                   mortgaged  properties.  Any  such  assumption
                                   will  reduce the rate of  prepayments  of the
                                   mortgage   loans  and  extend  the   weighted
                                   average   life   of   the   related   offered
   certificates.

                                   The  seller  may be  required  to  repurchase
                                   mortgage  loans  from the  trust in the event
                                   certain  breaches  of   representations   and
                                   warranties  have not been cured. In addition,
                                   any special  servicer  appointed  pursuant to
                                   the pooling and  servicing  agreement has the
                                   option to  purchase  mortgage  loans from the
                                   trust  that   become   ninety  days  or  more
                                   delinquent.  These  purchases  will  have the
                                   same  effect on the  holders  of the  offered
                                   certificates  as a prepayment of the mortgage
                                   loans.  See  "Risk   Factors--The   yield  to
                                   maturity  on your  securities  will depend on
                                   various   factors,   including  the  rate  of
                                   prepayments" and "Risk  Factors--The  rate of
                                   prepayments  on the  mortgage  loans  will be
                                   affected   by   various   factors"   in   the
                 prospectus for more detail.

Losses on the mortgage loans       Investors  in the Class  1-A-1,  Class 2-A-1,
in one group may reduce the        Class  2-A-2,  Class  2-A-3 and  Class  2-A-4
yield on the Class 1-A-1,          Certificates   should   also  be  aware  that
Class 2-A-1, Class 2-A-2,          because    the    subordinate    certificates
Class 2-A-3 and Class 2-A-4        represent  interests in both loan groups, the
Certificates related to the        class  principal  balances of the subordinate
other loan group                   certificates  could be  reduced  to zero as a
                                   result of  realized  losses  on the  mortgage
                                   loans  in   either   of  the   loan   groups.
                                   Therefore,  the allocation of realized losses
                                   on the  mortgage  loans in either of the loan
                                   groups to the subordinate  certificates  will
                                   reduce  the  subordination  provided  by  the
                                   subordinate  certificates to the Class 1-A-1,
                                   Class  2-A-1,  Class  2-A-2,  Class 2-A-3 and
                                   Class  2-A-4  Certificates,   including  such
                                   classes of  certificates  related to the loan
                                   group that did not suffer  such  losses.  See
                                   "Description   of  the   Certificates--Credit
                                   Enhancement"  in this  prospectus  supplement
      for more detail.

Increased risk of loss as a        Approximately  45.4% of the initial  mortgage
result of balloon loans            loans  in  loan  group  1 and  48.8%  of  the
                                   initial  mortgage  loans in loan  group 2, in
                                   each case by  principal  balance of that loan
                                   group as of  September  1, 2006,  are balloon
                                   loans.  There are additional risks related to
                                   such balloon  loans.  See "Risk  Factors--You
                                   bear the  risk of  mortgagor  defaults;  some
                                   kinds of  mortgage  loans  may be  especially
                           prone to defaults" in the prospectus.

Interest only mortgage loans       Approximately  12.2% of the initial  mortgage
have a greater degree of risk      loans  in  loan  group  1 and  17.9%  of  the
of default                         initial  mortgage  loans in loan  group 2, in
                                   each case by  principal  balance of that loan
                                   group   as  of   September   1,   2006,   and
                                   approximately   13.6%   of   the   subsequent
                                   mortgage  loans (by  principal  balance as of
                                   the related cut-off date), do not provide for
                                   any payments of principal prior to either (i)
                                   their first  adjustment  date or (ii) five or
                                   ten  years  after   origination.   There  are
                                   additional  risks  related  to such  interest
                                   only loans. See "Risk  Factors--Interest only
                                   mortgage  loans have a greater degree of risk
                    of default" in the prospectus.

Geographic concentration may       Approximately  21.1% of the initial  mortgage
affect risk of loss on the         loans  in  loan  group  1 and  39.1%  of  the
mortgage loans                     initial  mortgage loans in loan group 2, each
                                   by principal balance of that loan group as of
                                   September  1, 2006,  are secured by mortgaged
                       properties located in California.

                                   Property   in   California    may   be   more
                                   susceptible than homes located in other parts
                                   of the  country to some types of  uninsurable
                                   hazards,  such  as  earthquakes,   mudslides,
                                   hurricanes,  floods, wildfires and eruptions,
and       

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                                   civil disturbances such as riots. Since 2001,
                                   California   has   experienced   intermittent
                                   energy   shortages   that  have  resulted  in
                                   unpredictable  rolling  blackouts  and higher
                                   energy  costs.  This  potential  crisis could
                                   someday spread to other states and affect the
                                   entire nation. In addition, recently the cost
                                   of crude  oil  reached  record  highs.  These
                                   higher energy and fuel costs could reduce the
                                   amount of money  that the  affected  obligors
                                   have  available  to  make  monthly  payments.
                                   Higher energy costs and blackouts  could also
                                   cause business disruptions, which could cause
                                   unemployment and an economic  downturn.  Such
                                   obligors could potentially  become delinquent
                                   in making monthly payments or default if they
                                   were unable to make payments due to increased
                                   energy  or fuel  bills or  unemployment.  The
                                   trust's  ability  to  make  payments  on  the
                                   certificates  could be adversely  affected if
                                   the  related  obligors  were  unable  to make
                                   timely payments. The depositor cannot predict
                                   whether,  or to what  extent or for how long,
                                   such events may occur. In addition, there are
                                   also significant  concentrations  of mortgage
                                   loans in other states as described under "The
                                   Mortgage    Pools"    in   this    prospectus
                                   supplement.    Consequently,    losses    and
                                   prepayments   on  the  mortgage  loans  in  a
                                   particular  group and the resultant  payments
                                   on the related  certificates  may be affected
                                   significantly   by  changes  in  the  housing
                                   markets and the regional  economies in any of
                                   these areas and by the  occurrence of natural
                                   disasters,  such as earthquakes,  hurricanes,
                                   tornadoes,  tidal waves, mudslides, fires and
                                   floods in these areas.  There are  additional
                                   risks    related    to    high     geographic
                                   concentrations  of mortgage loans.  See "Risk
                                   Factors--  You  bear  the  risk of  mortgagor
                                   defaults; some kinds of mortgage loans may be
                                   especially   prone   to   defaults"   in  the
 prospectus.

Inadequate amount of               If the amount of  subsequent  mortgage  loans
subsequent mortgage loans will     purchased  by the  trust  is  less  than  the
affect the timing and rate of      amount deposited in the Prefunding Account in
return on an investment            respect of a loan group on the closing  date,
                                   holders of the Class  1-A-1  Certificates  or
                                   the Class 2-A-1,  Class 2-A-2, Class 2-A-3 or
                                   Class 2-A-4 Certificates,  as applicable, may
                                   receive a payment of  principal of the amount
                                   remaining  in the  Prefunding  Account on the
                                   distribution date occurring in December 2006.
                                   The  types  of  mortgage  loans  that  can be
                                   purchased as  subsequent  mortgage  loans are
                                   similar to the initial  mortgage loans in the
                                   related loan group;  however,  the  aggregate
                                   characteristics  of the mortgage  loans after
                                   the  prefunding  period may  differ  from the
                                   aggregate   characteristics  of  the  initial
                                   mortgage  loans as of the closing  date.  See
                                   "The Mortgage Pool--Prefunding and Conveyance
                    of Subsequent Mortgage Loans."

Recent Events                      Several    hurricanes   which   have   struck
                                   Louisiana,  Alabama,  Mississippi,  Texas and
                                   Florida in recent  months may have  adversely
                                   affected  mortgaged   properties  located  in
                                   those   states.   The  seller   will  make  a
                                   representation and warranty that no mortgaged
                                   property is subject to any material damage by
                                   waste, fire, earthquake,  windstorm, flood or
                                   other casualty as of the closing date. In the
                                   event that a mortgaged property is damaged as
                                   of  the   closing   date  and   that   damage
                                   materially and adversely affects the value of
                                   the mortgaged  property or of the interest of
                                   the   certificateholders   in   the   related
                                   mortgage loan, the seller will be required to
                                   repurchase the related mortgage loan from the
                                   trust.  We do not  know  how  many  mortgaged
                                   properties  have been or may be  affected  by
                                   the hurricanes.  No assurance can be given as
                                   to the  effect  of this  event on the rate of
                                   delinquencies  and  losses  on  the  mortgage
                                   loans  secured by mortgaged  properties  that
                                   were or may be  affected  by the  hurricanes.
                                   Any adverse  impact as a result of this event
                                   may be borne by the  holders  of the  offered
                                   certificates,   particularly  if  the  seller
fails to  

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                                   repurchase  any mortgage  loan that  breaches
                                   this  representation  and warranty.  Any such
                                   repurchases may shorten the weighted  average
                                lives of the related offered certificates.

                                   The  current  situation  in Iraq  has  caused
                                   significant   uncertainty   with  respect  to
                                   global markets.  The short term and long term
                                   impact  of these  events  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 as a result of
                                   these events would be borne by the holders of
               the offered certificates.

                                   The  response  of the  United  States  to the
                                   events of September  11, 2001 and the current
                                   situation   in   Iraq    involves    military
                                   operations.  The Servicemembers  Civil Relief
                                   Act, as amended,  and comparable  state laws,
                                   referred to herein as the Relief Act, provide
                                   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
                                   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.    Shortfalls   that   occur   due   to
                                   application   of  the   Relief  Act  are  not
                                   required  to be paid by the  borrower  at any
                                   future  time,  will  not  be  advanced  by  a
                                   servicer and, to the extent  excess  interest
                                   is insufficient, will reduce accrued interest
                                   on each class of  certificates  on a pro rata
                                   basis.   In   addition,   the   act   imposes
                                   limitations  that would impair the ability of
                                   a 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.

Recent Developments                On May 18, 2004,  the United States  District
Affecting SPS                      Court  for  the  District  of   Massachusetts
                                   entered its final  approval of the settlement
                                   of  approximately  40 putative  class  action
                                   cases.  The  settlement   contemplates   that
                                   plaintiff's redress would come, in part, from
                                   the redress fund  established  in  connection
                                   with SPS's  settlement with the Federal Trade
                                   Commission ("FTC") and the U.S. Department of
                                   Housing   and   Urban   Development   ("HUD")
      described below.

                                   On May 5, 2004, a West  Virginia  state court
                                   entered  an  order   approving  a  settlement
                                   between  SPS  and  plaintiffs  in a  putative
                                   class action in which plaintiffs alleged that
                                   certain of SPS's fees violated  provisions of
                                   the  West   Virginia   Code  and   sought  an
                                   injunction,    declaratory   relief,   actual
                                   damages,  civil penalties,  punitive damages,
                                   attorneys'  fees,  and other relief from SPS.
                                   Under  the  settlement,  SPS may  resume  its
                                   previously enjoined foreclosure activities in
                                   West  Virginia,  subject to  compliance  with
                                   applicable  law. The settlement  requires the
                                   approximately  300 West  Virginia  loans that
                                   were in one of two specific categories (i.e.,
                                   real  estate  owned  or  foreclosure)  as  of
                                   January   7,  2003  to  be   reviewed   by  a
                                   three-person      panel,      including     a
                                   representative   of  SPS,   to  resolve   any
                                   customer  disputes  that may exist  regarding
                                   charges  assessed  by SPS on such  customers'
                               accounts and/or SPS's right to foreclose.

                                   On November 12, 2003,  SPS announced  that it
                                   had entered into a final settlement agreement
                                   with the FTC and HUD to resolve issues raised
                                   during  their   review  of  SPS's   servicing
                 practices.  As  part of the

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                                   settlement,  SPS agreed to pay to the FTC the
                                   amount of $40 million  for the  creation of a
                                   redress  fund for the  benefit  of  consumers
                                   allegedly  harmed  by SPS  and  to  implement
                               certain practices on a prospective basis.

                                   SPS has entered into consent  agreements with
                                   certain state regulatory agencies in Florida,
                                   Massachusetts,       Michigan,      Colorado,
                                   California,   West   Virginia,   Kansas   and
                                   Illinois,   which   provide  for   provisions
                                   similar  to some of  those  contained  in the
                                   consent  order  entered into with the FTC and
                                   HUD. While not admitting any liability in any
                                   of those  agreements,  SPS  agreed  to refund
                                   certain  amounts to  Florida,  Massachusetts,
                                   California,   West   Virginia,   Kansas   and
                                   Michigan  consumers  identified by regulators
      in those states.

                                   Since 2003, SPS has  experienced an increased
                                   level  of   scrutiny   from   various   state
                                   regulatory   agencies   and  a   few   states
                                   conducted or commenced formal investigations.
                                   At present,  SPS has  concluded  all material
                                   state  regulatory  actions in a  satisfactory
                                   manner and has  procedures  and  controls  in
                                   place   to   monitor   compliance   with  the
                                   resulting   state   settlements  and  consent
                                   orders.  As  a  licensed  servicer,   SPS  is
                                   examined for compliance  with state and local
                                   laws by numerous state agencies. No assurance
                                   can be given that SPS's  regulators  will not
                                   inquire  into  its  practices,   policies  or
                                   procedures in the future. It is possible that
                                   any of SPS's  regulators  will  order  SPS to
                                   change or revise its  practices,  policies or
                                   procedures in the future.  Any such change or
                                   revisions  may have a material  impact on the
                          future income from SPS's operations.

                                   The   occurrence   of  one  or  more  of  the
                                   foregoing  events or a  determination  by any
                                   court  or   regulatory   agency   that  SPS's
                                   policies  and  procedures  do not comply with
                                   applicable  law could lead to  downgrades  by
                                   one or more  rating  agencies,  a transfer of
                                   SPS's servicing  responsibilities,  increased
                                   delinquencies  on the mortgage loans serviced
                                   by SPS, delays in  distributions or losses on
                                   the offered certificates,  or any combination
      of these events.

Some of the statements contained 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," "assumed  characteristics,"  "structuring assumptions," "prepayment
assumption" or other comparable words. Forward-looking statements are subject to
a variety of risks and  uncertainties  that could cause actual results to differ
from the projected results. Those risks and uncertainties include, among others,
general  economic and business  conditions,  competition,  changes in political,
social and economic  conditions,  regulatory  initiatives  and  compliance  with
governmental  regulations,  customer preferences and various other matters, many
of which are beyond our  control.  Because we cannot  predict the  future,  what
actually   happens  may  be  very   different   from  what  we  predict  in  our
forward-looking statements.                                                     

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 THE MORTGAGE POOL

      The  depositor  will  establish  the Home Equity Asset Trust 2006-7 on the
closing date pursuant to a pooling and servicing  agreement among the depositor,
the seller, the servicers,  the credit risk manager and the trustee, dated as of
the initial  cut-off date. On the closing date (or subsequent  transfer date, as
applicable),  the depositor will deposit into the trust a pool of mortgage loans
that, in the aggregate,  will  constitute a mortgage pool,  secured by first and
second liens on one- to four-family  residential properties with terms to stated
maturity of not more than  thirty  years.  The  mortgage  loans will  consist of
fixed-rate and  adjustable-rate  mortgage loans and will be segregated  into two
loan groups.                                                                    

      Information  relating to the mortgage loans to be included in the mortgage
pool is  presented  in this  section.  Prior to the  closing  date,  some of the
mortgage  loans may be removed from the mortgage pool and other  mortgage  loans
may be substituted  for those mortgage  loans.  The depositor  believes that the
information in this prospectus  supplement  relating to the mortgage loans to be
included in the mortgage pool as presently  constituted is representative of the
characteristics  of the mortgage loans to be included in the mortgage pool as it
will be constituted at the closing date, although some characteristics may vary.
Information  presented  below  (expressed as a  percentage,  other than rates of
interest),  is approximate and is based on the Stated Principal  Balances of the
mortgage  loans in the  applicable  loan group as of the initial  cut-off  date,
unless otherwise indicated.                                                     

      The sponsor  selected the mortgage  loans for sale to the  depositor  from
among its  portfolio  of mortgage  loans  based on a variety of  considerations,
including type of mortgage  loan,  geographic  concentration,  range of mortgage
interest rates, principal balance,  credit scores and other characteristics.  In
making this selection,  the sponsor took into account  investor  preferences and
the sponsor's  objective of obtaining the most favorable  combination of ratings
on the certificates.                                                            

      The credit score tables  included  herein show the credit scores,  if any,
that the  originators or  underwriters  of the mortgage loans collected for some
mortgagors.  Third-party credit reporting organizations provide credit scores as
an aid to lenders in evaluating  the  creditworthiness  of  borrowers.  Although
different credit reporting  organizations  use different  methodologies,  higher
credit  scores  generally  indicate  greater  creditworthiness,  subject  to the
following.  Credit scores do not  necessarily  correspond to the  probability of
default  over the life of the related  mortgage  loan  because they reflect past
credit  history,  rather than an assessment of future  payment  performance.  In
addition,  the credit scores shown were collected from a variety of sources over
a period of weeks or months,  and the credit scores do not  necessarily  reflect
the credit  scores  that  would be  reported  as of the date of this  prospectus
supplement.  Credit scores also only indicate general consumer creditworthiness,
and credit  scores are not  intended to  specifically  apply to  mortgage  debt.
Therefore,  credit scores  should not be considered as an accurate  predictor of
the likelihood of repayment of the related mortgage loans.                      

      Some  capitalized  terms used in this prospectus  supplement will have the
meanings given below under "Description of the  Certificates--Glossary of Terms"
or in the prospectus under "Glossary."                                          

The Mortgage Loans                                                              

      The depositor will acquire approximately 4,464 initial mortgage loans with
an  aggregate  Stated  Principal  Balance  as of the  initial  cut-off  date  of
approximately $884,940,212 from DLJ Mortgage Capital, Inc. ("DLJMC") pursuant to
a mortgage  loan  purchase  agreement.  These  mortgage  loans  were  previously
purchased  by DLJMC from  various  underlying  sellers in one or more  secondary
market transactions.  As of the initial cut-off date, approximately 24.1%, 24.0%
and 20.4% of the initial  mortgage  loans were  originated or acquired by Encore
Credit Corp., OwnIt Mortgage  Solutions,  Inc. and Lime Financial Services Ltd.,
respectively.  It is  anticipated  that  Accredited  Home Lenders Inc. will have
originated or acquired approximately 11.4% (by aggregate principal balance as of
the end of the  prefunding  period)  of the  aggregate  initial  and  subsequent
mortgage loans.                                                                 

      Under the pooling and servicing  agreement,  the depositor will assign the
mortgage   loans  to  the  trustee  for  the  benefit  of  the  holders  of  the
certificates.                                                                   

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      The  obligations of the servicers and any special  servicer are limited to
their  respective  contractual  servicing  obligations  under  the  pooling  and
servicing agreement.                                                            

      The  mortgage  pool will  consist of two loan groups  ("loan  group 1" and
"loan  group  2").  The  initial  mortgage  loans in loan group 1 consist of 648
fixed-rate and 1,426  adjustable-rate  mortgage  loans with an aggregate  stated
principal balance (the "group 1 loan balance") of approximately  $345,426,678 as
of the initial cut-off date. The initial  mortgage loans in loan group 2 consist
of 748  fixed-rate  and 1,642  adjustable-rate  mortgage loans with an aggregate
stated  principal   balance  (the  "group  2  loan  balance")  of  approximately
$539,513,534 as of the initial cut-off date.  Except for the balloon loans,  the
mortgage  loans in each loan group  provide for the  amortization  of the amount
financed over a series of (i) substantially equal monthly payments, (ii) monthly
payments that adjust with changes in a mortgage  loan's  mortgage rate and/or at
the  conclusion  of a mortgage  loan's  interest  only  period or (iii)  monthly
payments  that adjust with changes in a mortgage  loan's  mortgage rate and, for
ten years following  origination,  are based upon a forty year amortization term
and then adjust based on an amortization term equal to the remaining term of the
mortgage  loan,  which is generally  twenty  years.  Approximately  45.4% of the
initial  mortgage loans in loan group 1 and  approximately  48.8% of the initial
mortgage loans in loan group 2, are balloon loans and require a disproportionate
principal  payment at their  respective  stated  maturities.  The balloon  loans
generally have terms to maturity either (i) fifteen years,  which amortize based
on a thirty year term or (ii) thirty years,  which  amortize  based upon a forty
year term, forty-five year term or fifty-year term.                             

      Approximately  12.2% and 17.9% of the group 1 and group 2 initial mortgage
loans,  respectively (the "Interest Only Mortgage Loans") do not provide for any
payments of principal  prior to either (i) their first  adjustment  date,  which
generally  ranges from two years to five years from  origination or (ii) five or
ten years after origination.  Approximately 3.66%, 95.14% and 1.20% of the group
1 initial mortgage loans with initial  interest-only  periods do not provide for
any payments of principal prior to their first adjustment date, five years after
origination or ten years after origination,  respectively.  Approximately 1.03%,
98.84%  and  0.13%  of  the  group  2  initial   mortgage   loans  with  initial
interest-only  periods do not provide for any  payments  of  principal  prior to
their first  adjustment  date,  five years after  origination or ten years after
origination,  respectively. As of the initial cut-off date, the weighted average
interest only term of the group 1 Interest  Only Mortgage  Loans and the group 2
Interest  Only  Mortgage  Loans was  approximately  60 months.  The terms of the
Interest Only  Mortgage  Loans  require that their  principal  balances be fully
amortized  over the related non  interest-only  remaining  term of the  mortgage
loans.                                                                          

      As of origination,  approximately 77.3% and 79.3% of the group 1 and group
2 initial mortgage loans, respectively, provide for the payment by the mortgagor
of a prepayment  penalty in connection with certain full or partial  prepayments
of  principal.  Generally,  each such  mortgage  loan  provides for payment of a
prepayment  penalty  in  connection  with  certain  voluntary,  full or  partial
prepayments  made within the period of time  specified  in the related  mortgage
note, ranging from six months to five years from the date of origination of such
mortgage loan.  Certain  mortgage loans that require the payment of a prepayment
penalty, however, may provide for brief periods during the applicable period for
prepayments to be made without incurring a prepayment penalty. The amount of the
applicable  prepayment penalty, to the extent permitted under applicable law, is
as provided in the related mortgage note. Generally, such amount is equal to six
months' interest on any amounts prepaid during any twelve-month period in excess
of 20% of the  original  principal  balance of the  related  mortgage  loan or a
specified  percentage  of  the  amounts  prepaid.   Applicable  law  may  impose
limitations  on the amount of the prepayment  penalty or render such  prepayment
penalty unenforceable. In addition, under certain circumstances described in the
pooling and servicing agreement,  a servicer may waive a prepayment penalty. Any
prepayment  penalties  received by a servicer from  collections  on the mortgage
loans will be distributed to the Class P Certificates.                          

      The loan-to-value ratio (the "LTV ratio") of a first-lien mortgage loan at
any given time is a fraction,  expressed as a percentage, the numerator of which
is the balance of the mortgage on the mortgaged property, and the denominator of
which is (a) in the case of a  purchase,  the  lesser of the sales  price of the
related  mortgaged  property and its appraised value  determined in an appraisal
obtained by the  originator at  origination of such mortgage loan, or (b) in the
case of a refinance,  the appraised value of the mortgaged  property at the time
of such  refinance.  The LTV ratio of a  second-lien  mortgage loan at any given
time is a fraction, expressed as a percentage, the numerator of which is the sum
of (a) the principal  balance of such  mortgage loan at the date of  origination
plus (b) the  outstanding  balance  of the senior  mortgage  loan at the date of
origination of such senior  mortgage loan and the denominator of which is (a) in
the case of a purchase,  the lesser of the sales price of the related  mortgaged
property and its  appraised  value  determined  in an appraisal  obtained by the
originator  at the  origination  of such  mortgage  loan or (b) in the          

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case of a refinance,  the appraised value of the mortgaged  property at the time
of such  refinance.  No assurance  can be given that the value of any  mortgaged
property has remained or will remain at the level that existed on the  appraisal
or sale date.  If  residential  real estate  values  overall or in a  particular
geographic area decline, the LTV ratios might not be a reliable indicator of the
rates of  delinquencies,  foreclosures  and  losses  that  could  occur on those
mortgage loans.                                                                 

      None of the  initial  first  lien  mortgage  loans  with an LTV  ratio  at
origination  of greater  than 80% are covered by a mortgage  guaranty  insurance
policy. Approximately 4.2% of the initial mortgage loans are secured by a second
lien on the related mortgaged property.                                         

      All of the initial  adjustable-rate  mortgage  loans  adjust  based on the
Six-Month LIBOR Index (as described  below under "--The  Index");  approximately
89.1%  and  10.9% of such  mortgage  loans  provide  for  semi-annual  or annual
adjustment,  respectively, of the related mortgage rate (each as described below
under "--The Index) and for corresponding adjustments to the monthly payment due
thereon, in each case on each adjustment date applicable thereto"), as specified
in  the  related  mortgage  note.   However,   the  first  such  adjustment  for
approximately  83.6%,  14.7% and 1.7% of the  initial  adjustable-rate  mortgage
loans will  occur  after an initial  period of two  years,  three  years or five
years,  respectively,  following  origination.  On each adjustment date for each
adjustable-rate  mortgage  loan,  the mortgage  rate thereon will be adjusted to
equal the sum, rounded generally to the nearest one-eighth of 1.0%, of the index
(as  described  below)  and a  fixed  percentage  amount,  referred  to in  this
prospectus   supplement   as  a  gross   margin.   The  mortgage  rate  on  each
adjustable-rate  mortgage  loan will not  increase  or  decrease  by more than a
specified  percentage,  referred to herein as an initial  rate cap, on the first
adjustment date for such mortgage loan. In addition,  the mortgage rate will not
increase or decrease by more than a specified percentage,  referred to herein as
a periodic rate cap, on each subsequent  adjustment  date. Each mortgage rate on
each adjustable-rate  mortgage loan will not exceed a specified maximum mortgage
rate,  referred to as the maximum  mortgage rate, over the life of such mortgage
loan or be less than a  specified  minimum  mortgage  rate,  referred  to as the
minimum mortgage rate, over the life of such mortgage loan.                     

      Effective  with the  first  monthly  payment  due on each  adjustable-rate
mortgage loan after each  adjustment  date, the monthly payment will be adjusted
to an amount that (a) will fully amortize the outstanding  principal  balance of
the mortgage loan over its remaining term, and pay interest at the mortgage rate
as so adjusted or (b) will provide for payments of interest for the remainder of
its  applicable  interest-only  period at the mortgage  rate so adjusted,  after
which the monthly payment will be adjusted to an amount that will fully amortize
the outstanding  principal balance of the mortgage loan over its remaining term,
and  pay   interest  at  the  mortgage   rate  as  so  adjusted.   None  of  the
adjustable-rate  mortgage  loans  permits the related  mortgagor  to convert the
adjustable mortgage rate thereon to a fixed mortgage rate.                      

      Approximately  99.2% of the initial mortgage loans have scheduled  monthly
payments  due on the  first  day of the  month.  The  remainder  of the  initial
mortgage loans have scheduled  monthly payments due on days other than the first
day of the month.                                                               

      Each initial  mortgage loan accrues  interest at a rate,  referred to as a
mortgage  rate,  of not less than  5.63% per annum and not more than  17.38% per
annum as of the initial  cut-off  date.  As of the  initial  cut-off  date,  the
weighted average  mortgage rate of the initial mortgage loans was  approximately
8.23% per annum.                                                                

         No  initial   mortgage   loan  is  subject  to  a  buydown   agreement.
Approximately 47.5% of the initial mortgage loans are balloon loans.            

      None of the initial  mortgage loans had a first due date prior to March 1,
1999 or after  October 1, 2006 or a  remaining  term to maturity of less than 89
months or greater  than 360 months as of the initial  cut-off  date.  The latest
maturity date of any initial mortgage loan is September 1, 2036.                

      The seller will represent in the pooling and servicing agreement that none
of the  initial  mortgage  loans are  subject to the Home  Ownership  and Equity
Protection Act of 1994 or any comparable state or local law.                    

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      As of the initial cut-off date, approximately 0.9% of the initial mortgage
loans are at least 30 days  delinquent but not more than 59 days  delinquent and
approximately 0.3% of the initial mortgage loans are at least 60 days delinquent
but not more than 89 days  delinquent.  None of the initial  mortgage  loans are
greater than 89 days delinquent.                                                

The Group 1 Initial Mortgage Loans                                              

      Loan group 1 consists of 648 fixed-rate and 1,426 adjustable-rate  initial
mortgage  loans  that are  secured  by first  and  second  liens on the  related
mortgaged properties. The group 1 loan balance as of the initial cut-off date is
equal to  approximately  $345,426,678.  The group 1 initial  mortgage loans have
original  terms to stated  maturity  ranging from 180 months to 360 months.  The
following statistical information, unless otherwise specified, is based upon the
group 1 loan balance as of the initial cut-off date.                            

      All of the adjustable-rate  group 1 initial mortgage loans adjust based on
the   Six-Month   LIBOR  Index  (as  described   below  under  "--The   Index");
approximately  91.2% and 8.8% of such mortgage loans provide for  semi-annual or
annual adjustment, respectively, of the related mortgage rate (each as described
below under  "--The  Index") and for  corresponding  adjustments  to the monthly
payment due thereon, in each case on each adjustment date applicable thereto, as
specified in the related mortgage note.  However,  the first such adjustment for
approximately  85.0%,  12.6% and 2.4% of the  adjustable-rate  group 1  mortgage
loans will  occur  after an initial  period of two  years,  three  years or five
years,  respectively,  following  origination.  On each adjustment date for each
group 1  adjustable-rate  mortgage  loan,  the  mortgage  rate  thereon  will be
adjusted  to equal the sum,  rounded  generally  to the next  highest or nearest
multiple of one-eighth  of 1.0%,  of the index (as described  below) and a fixed
percentage amount,  referred to in this prospectus supplement as a gross margin.
The  mortgage  rate on each  group 1  adjustable-rate  mortgage  loan  will  not
increase or decrease by more than a specified percentage,  referred to herein as
an initial  periodic  rate cap, on the first  adjustment  date for such mortgage
loan. In addition,  the mortgage rate will not increase or decrease by more than
a  specified  percentage,  referred  to herein as a periodic  rate cap,  on each
subsequent  adjustment date. Each mortgage rate on each group 1  adjustable-rate
mortgage loan will not exceed a specified maximum mortgage rate,  referred to as
the maximum mortgage rate, over the life of such mortgage loan or be less than a
specified minimum mortgage rate,  referred to as the minimum mortgage rate, over
the life of such mortgage loan.                                                 

      Effective with the first monthly payment due on each adjustable-rate group
1 mortgage loan after each adjustment date, the monthly payment will be adjusted
to an amount that (a) will fully amortize the outstanding  principal  balance of
the related mortgage loan over its remaining amortization term, and pay interest
at the mortgage rate as so adjusted or (b) will provide for payments of interest
at the  rate so  adjusted  for the  remainder  of its  applicable  interest-only
period,  after which the monthly payment will be adjusted to an amount that will
fully amortize the outstanding  principal  balance of the related  mortgage loan
over its remaining  term,  and pay interest at the mortgage rate as so adjusted.
None of the adjustable-rate group 1 mortgage loans permits the related mortgagor
to convert the adjustable mortgage rate thereon to a fixed mortgage rate.       

      Each group 1 mortgage loan has an original principal balance that conforms
to Fannie Mae and Freddie Mac guidelines.                                       

      Approximately  99.1% of the group 1 initial  mortgage loans have scheduled
monthly payments due on the first day of the month.                             

      As of  origination,  approximately  77.3% of the group 1 initial  mortgage
loans provide for payment by the mortgagor of a prepayment penalty in connection
with  certain  full or partial  prepayments  of  principal.  None of the group 1
initial  mortgage  loans  originated  after October 1, 2002 will be subject to a
prepayment penalty term in excess of three years.                               

      None of the  group 1 initial  mortgage  loans are  covered  by a  mortgage
guaranty insurance policy.                                                      

      Approximately  3.1% of the group 1 initial mortgage loans are secured by a
second lien on the related mortgaged property.  Approximately 31.8% of the group
1 initial  mortgage  loans  secured  by a first  lien on the                    

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related  mortgaged  property are subject to a second lien  mortgage  loan on the
mortgaged property that may or may not be included in the trust.                

      The fixed rate group 1 initial  mortgage loans accrue  interest at a rate,
referred  to as a mortgage  rate,  of not less than 5.99% per annum and not more
than 14.45% per annum and as of the initial  cut-off date the  weighted  average
mortgage rate of the fixed rate group 1 initial mortgage loans was approximately
8.43% per annum.                                                                

      The  adjustable-rate  group 1 initial  mortgage loans accrue interest at a
current rate,  referred to as a mortgage  rate, of not less than 5.63% per annum
and not more  than  12.20%  per  annum and as of the  initial  cut-off  date the
weighted average mortgage rate of the  adjustable-rate  group 1 initial mortgage
loans was approximately 8.22% per annum.                                        

      None of the  group 1  initial  mortgage  loans  are  subject  to a buydown
agreement. Approximately 45.4% of the initial mortgage loans in loan group 1 are
balloon loans.                                                                  

      None of the group 1 initial  mortgage  loans had a first due date prior to
May 1, 2005 or after October 1, 2006 or a remaining  term to stated  maturity of
less than 168 months or greater than 360 months as of the initial  cut-off date.
The latest  maturity  date of any group 1 initial  mortgage loan is September 1,
2036.                                                                           

      The group 1 initial  mortgage  loans are  expected  to have the  following
characteristics  as of the initial  cut-off  date (the sum in any column may not
equal the total indicated due to rounding):                                     

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GROUP 1 INITIAL MORTGAGE LOANS

Group 1 Initial Mortgage Loans
 Original Loan-to-Value Ratios (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
    Original Loan-to-Value        Mortgage         Balance            Mortgage
        Ratios (%)               Loans         Outstanding           Loans
--------------------------------------------------------------------------------
10.69 - 50.00 ..................       41        $  6,183,614            1.8%   
50.01 - 55.00 ..................       21           4,285,286            1.2    
55.01 - 60.00 ..................       38           7,694,587            2.2    
60.01 - 65.00 ..................       51           9,312,850            2.7    
65.01 - 70.00 ..................       90          18,366,522            5.3    
70.01 - 75.00 ..................      260          46,166,420           13.4    
75.01 - 80.00 ..................      684         119,642,901           34.6    
80.01 - 85.00 ..................      147          31,196,506            9.0    
85.01 - 90.00 ..................      345          72,189,582           20.9    
90.01 - 95.00 ..................       62          12,206,924            3.5    
95.01 - 100.00 .................      335          18,181,484            5.3    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the weighted average original LTV ratio of
      the group 1 initial mortgage loans is expected to be approximately  80.6%.
      The original LTV ratio for mortgage  loans secured by a second lien on the
related mortgaged property is represented by a combined LTV ratio.  

Group 1 Initial Mortgage Loans
 Credit Scores (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
       Credit Scores             Loans         Outstanding           Loans
--------------------------------------------------------------------------------
458 - 475 ......................        2        $    152,294            0.0%   
476 - 500 ......................        6             936,931            0.3    
501 - 525 ......................       40           6,669,236            1.9    
526 - 550 ......................       75          14,283,401            4.1    
551 - 575 ......................      111          19,729,916            5.7    
576 - 600 ......................      231          40,410,271           11.7    
601 - 625 ......................      528          78,401,227           22.7    
626 - 650 ......................      431          73,559,969           21.3    
651 - 675 ......................      300          51,220,952           14.8    
676 - 700 ......................      175          31,689,135            9.2    
701 - 725 ......................       94          15,681,766            4.5    
726 - 750 ......................       39           6,724,949            1.9    
751 - 775 ......................       30           4,250,025            1.2    
776 - 800 ......................       11           1,659,985            0.5    
801 - 809 ......................        1              56,622            0.0    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off date, the weighted  average credit score of the
      group 1 initial  mortgage  loans for which credit  scores are available is
expected to be approximately 631.                                   

Group 1 Initial Mortgage Loans
 Current Mortgage Loan Principal Balance (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
     Current Mortgage Loan        Mortgage         Balance            Mortgage
   Principal Balance ($)         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
12,383.40 - 50,000.00 .........      227        $  7,162,623            2.1%  
50,000.01 - 100,000.00 ........      366          28,178,332            8.2   
100,000.01 - 150,000.00 ........      418          52,726,985           15.3    
150,000.01 - 200,000.00 ........      412          72,069,362           20.9    
200,000.01 - 250,000.00 ........      245          54,839,552           15.9    
250,000.01 - 300,000.00 ........      188          51,327,652           14.9    
300,000.01 - 350,000.00 ........      105          34,028,031            9.9    
350,000.01 - 400,000.00 ........       73          27,457,076            7.9    
400,000.01 - 450,000.00 ........       30          12,496,453            3.6    
450,000.01 - 500,000.00 ........        5           2,404,807            0.7    
500,000.01 - 550,000.00 ........        3           1,517,325            0.4    
550,000.01 - 600,000.00 ........        1             598,753            0.2    
600,000.01 - 619,726.78 ........        1             619,727            0.2    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the average current  principal  balance of
      the  group 1  initial  mortgage  loans  is  expected  to be  approximately
$166,551.                                                           

Group 1 Initial Mortgage Loans
Original Mortgage Loan Principal Balance (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
    Original Mortgage Loan        Mortgage         Balance            Mortgage
   Principal Balance ($)         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
12,400.00 - 50,000.00 .........      227        $  7,162,623            2.1%  
50,000.01 - 100,000.00 ........      366          28,178,332            8.2   
100,000.01 - 150,000.00 ........      418          52,726,985           15.3    
150,000.01 - 200,000.00 ........      411          71,869,416           20.8    
200,000.01 - 250,000.00 ........      245          54,789,528           15.9    
250,000.01 - 300,000.00 ........      189          51,577,623           14.9    
300,000.01 - 350,000.00 ........      104          33,678,718            9.7    
350,000.01 - 400,000.00 ........       74          27,806,389            8.0    
400,000.01 - 450,000.00 ........       30          12,496,453            3.6    
450,000.01 - 500,000.00 ........        5           2,404,807            0.7    
500,000.01 - 550,000.00 ........        3           1,517,325            0.4    
550,000.01 - 600,000.00 ........        1             598,753            0.2    
600,000.01 - 620,000.00 ........        1             619,727            0.2    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   The average  original  principal  balance of the group 1 initial  mortgage
loans is expected to be approximately $166,736.                     

Group 1 Initial Mortgage Loans
Mortgage Rates (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
    Range of Mortgage Rates       Mortgage         Balance            Mortgage
            (%)                  Loans         Outstanding           Loans
--------------------------------------------------------------------------------
5.63 - 6.00 ...................        7        $  1,364,839            0.4%  
6.01 - 6.50 ...................       38           8,810,009            2.6   
6.51 - 7.00 ...................      195          39,608,839           11.5   
7.01 - 7.50 ...................      293          53,981,265           15.6   
7.51 - 8.00 ...................      357          69,415,824           20.1   
8.01 - 8.50 ...................      277          50,006,936           14.5   
8.51 - 9.00 ...................      263          50,177,347           14.5   
9.01 - 9.50 ...................      161          27,795,057            8.0   
9.51 - 10.00 ..................      136          20,612,920            6.0   
10.01 - 10.50 ..................       56           8,123,399            2.4    
10.51 - 11.00 ..................       53           4,659,532            1.3    
11.01 - 11.50 ..................       76           3,609,137            1.0    
11.51 - 12.00 ..................      101           4,249,947            1.2    
12.01 - 12.50 ..................       42           2,284,612            0.7    
12.51 - 13.00 ..................       13             497,805            0.1    
13.01 - 13.50 ..................        5             208,215            0.1    
14.01 - 14.45 ..................        1              20,997            0.0    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the weighted  average mortgage rate of the
      group 1 initial mortgage loans is expected to be  approximately  8.26% per
annum.                                                              

Group 1 Initial Mortgage Loans
 Occupancy Types (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
      Occupancy Types            Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Primary ........................    1,952        $321,269,160           93.0%   
Second Home ....................       13           3,023,564            0.9    
Investor .......................      109          21,133,954            6.1    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   Based  on  representations  of  the  related  mortgagors  at the  time  of
origination.                                                        

Group 1 Initial Mortgage Loans
Original Term to Stated Maturity (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
    Original Term to Stated       Mortgage         Balance            Mortgage
     Maturity (Months)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
121 - 180 ......................      139        $  6,150,463            1.8%   
181 - 240 ......................       16           1,401,533            0.4    
241 - 300 ......................        3             765,134            0.2    
301 - 360 ......................    1,916         337,109,547           97.6    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off  date,  the weighted  average  original term to
      stated  maturity of the group 1 initial  mortgage  loans is expected to be
approximately 356 months.                                           

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Group 1 Initial Mortgage Loans
 Remaining Term to Stated Maturity (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
   Remaining Term to Stated       Mortgage         Balance            Mortgage
     Maturity (Months)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
121 - 180 ......................      139        $  6,150,463            1.8%   
181 - 240 ......................       16           1,401,533            0.4    
241 - 300 ......................        3             765,134            0.2    
301 - 360 ......................    1,916         337,109,547           97.6    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off date,  the weighted  average  remaining term to
      stated  maturity of the group 1 initial  mortgage  loans is expected to be
approximately 354 months.                                           

Group 1 Initial Mortgage Loans
State Distribution of Mortgaged Properties (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
           State                 Loans         Outstanding           Loans
--------------------------------------------------------------------------------
California .....................      273        $ 72,799,901           21.1%   
Florida ........................      263          47,780,357           13.8    
Illinois .......................      133          23,024,397            6.7    
Arizona ........................      121          21,593,836            6.3    
Washington .....................       96          16,241,985            4.7    
Oregon .........................       89          15,101,066            4.4    
Virginia .......................       68          11,727,730            3.4    
Colorado .......................       91          11,470,675            3.3    
New York .......................       42          11,454,085            3.3    
Maryland .......................       59          11,281,059            3.3    
Nevada .........................       58          11,105,266            3.2    
New Jersey .....................       40           8,626,229            2.5    
Ohio ...........................       90           7,944,089            2.3    
Missouri .......................       55           6,122,939            1.8    
Minnesota ......................       36           5,886,883            1.7    
Other ..........................      560          63,266,183           18.3    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off  date, no more than  approximately  0.4% of the
      group 1 initial  mortgage  loans will be secured by  mortgaged  properties
located in any one postal zip code area.                            

Group 1 Initial Mortgage Loans
 Purpose
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
Loan Purpose                        Loans         Outstanding           Loans   
--------------------------------------------------------------------------------
Purchase .......................      844        $100,819,481           29.2%   
Refinance - Rate Term ..........      152          26,968,949            7.8    
Refinance - Cashout ............    1,078         217,638,248           63.0    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

Group 1 Initial Mortgage Loans
 Types of Mortgaged Properties
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
       Property Type             Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Single Family Residence ........    1,627        $261,999,450           75.8%   
Condo ..........................       95          13,209,870            3.8    
2 Family .......................       91          19,438,029            5.6    
3-4 Family .....................       36           9,715,182            2.8    
PUD ............................      225          41,064,147           11.9    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

Group 1 Initial Mortgage Loans
 Documentation Program
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
   Documentation Program         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Full ...........................    1,310        $197,891,789           57.3%   
Reduced ........................      292          48,807,151           14.1    
Stated Income / Stated                                                          
Assets .........................      470          98,072,673           28.4    
No Income / No Assets ..........        2             655,065            0.2    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

Group 1 Initial Mortgage Loans
 Prior Delinquency History
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1         Aggregate           Group 1
                                 Initial         Principal           Initial
        Number of Days            Mortgage         Balance            Mortgage
        Delinquent               Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Never Delinquent ...............    1,874        $311,085,882           90.1%   
30 - 59 ........................       49           8,350,072            2.4    
60 - 89 ........................        6             440,757            0.1    
90 or Greater ..................        5             696,902            0.2    
Not Available ..................      140          24,853,064            7.2    
                                -----        ------------          -----
 Total: .....................    2,074        $345,426,678          100.0%
                                =====        ============          =====

Group 1 Initial Adjustable-Rate Mortgage Loans
 Gross Margins (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1                             Group 1
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
    Range of Gross Margins        Mortgage         Balance            Mortgage
            (%)                  Loans         Outstanding           Loans
--------------------------------------------------------------------------------
2.25 - 4.00 ....................        8        $  2,250,471            0.8%   
4.01 - 4.50 ....................        3             482,287            0.2    
4.51 - 5.00 ....................       25           5,474,393            2.0    
5.01 - 5.50 ....................      369          80,211,602           29.1    
5.51 - 6.00 ....................      371          75,992,532           27.5    
6.01 - 6.50 ....................      345          60,513,071           21.9    
6.51 - 7.00 ....................      132          23,199,069            8.4    
7.01 - 7.50 ....................       75          12,063,495            4.4    
7.51 - 8.00 ....................       58           9,023,975            3.3    
8.01 - 8.50 ....................       26           4,926,193            1.8    
8.51 - 9.00 ....................       12           1,787,390            0.6    
9.01 - 9.25 ....................        2             171,820            0.1    
                                -----        ------------          -----
 Total: .....................    1,426        $276,096,297          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off date, the weighted  average gross margin of the
      group  1  initial  adjustable-rate   mortgage  loans  is  expected  to  be
approximately 6.03% per annum.                                      

Group 1 Initial Adjustable-Rate Mortgage Loans
Maximum Mortgage Rates (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1                             Group 1
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
       Range of Maximum           Mortgage         Balance            Mortgage
    Mortgage Rates (%)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
10.63 - 13.00 ..................      252        $ 55,101,407           20.0%   
13.01 - 13.50 ..................      234          42,557,990           15.4    
13.51 - 14.00 ..................      263          55,026,497           19.9    
14.01 - 14.50 ..................      204          39,527,370           14.3    
14.51 - 15.00 ..................      198          37,145,138           13.5    
15.01 - 15.50 ..................      114          19,356,571            7.0    
15.51 - 16.00 ..................       89          15,447,052            5.6    
16.01 - 16.50 ..................       38           7,180,975            2.6    
16.51 - 17.00 ..................       21           2,937,207            1.1    
17.01 - 17.50 ..................        9           1,227,463            0.4    
17.51 - 18.00 ..................        2             283,487            0.1    
18.01 - 18.10 ..................        2             305,140            0.1    
                                -----        ------------          -----
 Total: .....................    1,426        $276,096,297          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the weighted average maximum mortgage rate
      of the group 1 initial  adjustable-rate  mortgage  loans is expected to be
approximately 14.03% per annum.                                     

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Group 1 Initial Adjustable-Rate Mortgage Loans
Minimum Mortgage Rates (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1                             Group 1
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
       Range of Minimum           Mortgage         Balance            Mortgage
    Mortgage Rates (%)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
4.89 - 6.00 ...................       29        $  6,354,344            2.3%  
6.01 - 6.50 ...................       29           6,268,758            2.3   
6.51 - 7.00 ...................      146          29,021,618           10.5   
7.01 - 7.50 ...................      227          43,018,362           15.6   
7.51 - 8.00 ...................      278          56,891,534           20.6   
8.01 - 8.50 ...................      212          39,817,097           14.4   
8.51 - 9.00 ...................      198          41,103,749           14.9   
9.01 - 9.50 ...................      131          23,838,823            8.6   
9.51 - 10.00 ..................      107          18,301,214            6.6   
10.01 - 10.50 ..................       39           6,610,743            2.4    
10.51 - 11.00 ..................       18           2,906,756            1.1    
11.01 - 11.50 ..................        9           1,592,178            0.6    
12.01 - 12.20 ..................        3             371,122            0.1    
                                -----        ------------          -----
 Total: .....................    1,426        $276,096,297          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the weighted average minimum mortgage rate
      of the group 1 initial  adjustable-rate  mortgage  loans is expected to be
approximately 8.15% per annum.                                      

Group 1 Initial Adjustable-Rate Mortgage Loans
Months to Next Rate Adjustment (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1                             Group 1
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
      Number of Months to         Mortgage         Balance            Mortgage
   Next Rate Adjustment          Loans         Outstanding           Loans
--------------------------------------------------------------------------------
7 - 9 .........................        2        $    257,644            0.1%  
10 - 12 ........................        4             739,526            0.3    
13 - 15 ........................        2             415,197            0.2    
16 - 18 ........................       23           4,168,730            1.5    
19 - 21 ........................      436          86,087,471           31.2    
22 - 24 ........................      720         143,235,654           51.9    
28 - 30 ........................        3             468,451            0.2    
31 - 33 ........................       75          11,865,196            4.3    
34 - 36 ........................      131          22,144,804            8.0    
Greater Than 36 ................       30           6,713,625            2.4    
                                -----        ------------          -----
 Total: .....................    1,426        $276,096,297          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off date, the weighted  average months to next rate
      adjustment date of the group 1 initial  adjustable-rate  mortgage loans is
expected to be approximately 24 months.                             

Group 1 Initial Adjustable-Rate Mortgage Loans
Periodic Rate Caps (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1                             Group 1
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
                                  Mortgage         Balance            Mortgage
Periodic Rate Cap (%)              Loans         Outstanding           Loans  
--------------------------------------------------------------------------------
1.00 ...........................    1,406        $272,572,816           98.7%   
1.50 ...........................       19           3,372,652            1.2    
2.00 ...........................        1             150,830            0.1    
                                -----        ------------          -----
 Total: .....................    1,426        $276,096,297          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the weighted  average periodic rate cap of
      the group 1  initial  adjustable-rate  mortgage  loans is  expected  to be
approximately 1.01%.                                                

Group 1 Initial Adjustable-Rate Mortgage Loans
 Initial Rate Caps (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 1                             Group 1
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
                                  Mortgage         Balance            Mortgage
   Initial Rate Cap (%)          Loans         Outstanding           Loans
--------------------------------------------------------------------------------
1.00 ...........................        1        $    185,157            0.1%   
2.00 ...........................      399          88,251,466           32.0    
3.00 ...........................    1,011         184,394,708           66.8    
5.00 ...........................       14           2,999,967            1.1    
6.00 ...........................        1             265,000            0.1    
                                -----        ------------          -----
 Total: .....................    1,426        $276,096,297          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off date, the weighted  average initial rate cap of
      the group 1  initial  adjustable-rate  mortgage  loans is  expected  to be
approximately 2.70%.                                                

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The Group 2 Initial Mortgage Loans                                              

      Loan group 2 consists of 748 fixed-rate and 1,642 adjustable-rate  initial
mortgage  loans  that are  secured  by first  and  second  liens on the  related
mortgaged properties. The group 2 loan balance as of the initial cut-off date is
equal to  approximately  $539,513,534.  The group 2 initial  mortgage loans have
original  terms to stated  maturity  ranging from 180 months to 360 months.  The
following statistical information, unless otherwise specified, is based upon the
group 2 loan balance as of the initial cut-off date.                            

      All of the adjustable-rate  group 2 initial mortgage loans adjust based on
the   Six-Month   LIBOR  Index  (as  described   below  under  "--The   Index");
approximately  87.7% and 12.3% of such mortgage loans provide for semi-annual or
annual adjustment, respectively, of the related mortgage rate (each as described
below under  "--The  Index") and for  corresponding  adjustments  to the monthly
payment due thereon, in each case on each adjustment date applicable thereto, as
specified in the related mortgage note.  However,  the first such adjustment for
approximately  82.75%,  15.94% and 1.31% of the adjustable-rate  group 2 initial
mortgage loans will occur after an initial  period of two years,  three years or
five years,  respectively,  following  origination.  On each adjustment date for
each  adjustable-rate  group 2 mortgage  loan, the mortgage rate thereon will be
adjusted  to equal the sum,  rounded  generally  to the next  highest or nearest
multiple of  one-eighth  of 1.0% of the index (as  described  below) and a fixed
percentage amount,  referred to in this prospectus supplement as a gross margin.
The  mortgage  rate on each  adjustable-rate  group 2  mortgage  loan  will  not
increase or decrease by more than a specified percentage,  referred to herein as
an initial  periodic  rate cap, on the first  adjustment  date for such mortgage
loan. In addition,  the mortgage rate will not increase or decrease by more than
a  specified  percentage,  referred  to herein as a periodic  rate cap,  on each
subsequent  adjustment date. Each mortgage rate on each adjustable-rate  group 2
mortgage loan will not exceed a specified maximum mortgage rate,  referred to as
the maximum mortgage rate, over the life of such mortgage loan or be less than a
specified minimum mortgage rate,  referred to as the minimum mortgage rate, over
the life of such mortgage loan.                                                 

      Effective with the first monthly payment due on each adjustable-rate group
2 mortgage loan after each adjustment date, the monthly payment will be adjusted
to an amount that (a) will fully amortize the outstanding  principal  balance of
the related mortgage loan over its remaining amortization term, and pay interest
at the mortgage rate as so adjusted or (b) will provide for payments of interest
at the  rate so  adjusted  for the  remainder  of its  applicable  interest-only
period,  after which the monthly payment will be adjusted to an amount that will
fully amortize the outstanding  principal  balance of the related  mortgage loan
over its remaining  term,  and pay interest at the mortgage rate as so adjusted.
None of the adjustable-rate group 2 mortgage loans permits the related mortgagor
to convert the adjustable mortgage rate thereon to a fixed mortgage rate.       

      Approximately  99.2% of the group 2 initial  mortgage loans have scheduled
monthly payments due on the first day of the month.                             

      As of  origination,  approximately  79.3% of the group 2 initial  mortgage
loans provide for payment by the mortgagor of a prepayment penalty in connection
with certain full or partial prepayments of principal.                          

      None of the  group 2 initial  mortgage  loans are  covered  by a  mortgage
guaranty insurance policy.                                                      

      Approximately  4.9% of the group 2 initial mortgage loans are secured by a
second lien on the related mortgaged property.  Approximately 48.0% of the group
2 initial  mortgage  loans  secured  by a first  lien on the  related  mortgaged
property are subject to a second lien mortgage  loan on the  mortgaged  property
that may or may not be included in the trust.                                   

      The fixed rate group 2 initial  mortgage loans accrue  interest at a rate,
referred  to as a mortgage  rate,  of not less than 6.00% per annum and not more
than 17.38% per annum and as of the initial  cut-off date the  weighted  average
mortgage rate of the fixed rate group 2 initial mortgage loans was approximately
9.15% per annum.                                                                

      The  adjustable-rate  group 2 initial  mortgage loans accrue interest at a
current rate,  referred to as a mortgage  rate, of not less than 5.80% per annum
and not more  than  12.49%  per  annum and as of the  initial  cut-off  date the

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weighted average mortgage rate of the  adjustable-rate  group 2 initial mortgage
loans was approximately 8.02% per annum.                                        

      None of the  group 2  initial  mortgage  loans  are  subject  to a buydown
agreement. Approximately 48.8% of the initial mortgage loans in loan group 2 are
balloon loans.                                                                  

      None of the group 2 initial  mortgage  loans had a first due date prior to
March 1, 1999 or after October 1, 2006 or a remaining term to stated maturity of
less than 89 months or greater than 360 months as of the initial  cut-off  date.
The latest  maturity  date of any group 2 initial  mortgage loan is September 1,
2036.                                                                           

      The group 2 initial  mortgage  loans are  expected  to have the  following
characteristics  as of the initial  cut-off  date (the sum in any column may not
equal the total indicated due to rounding):                                     

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GROUP 2 INITIAL MORTGAGE LOANS

Group 2 Initial Mortgage Loans
 Original Loan-to-Value Ratios (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
          Original               Initial         Principal           Initial
         Loan-to-Value            Mortgage         Balance            Mortgage
        Ratios (%)               Loans         Outstanding           Loans
--------------------------------------------------------------------------------
12.90 - 50.00 ..................       66        $  8,574,080            1.6%   
50.01 - 55.00 ..................       26           4,806,855            0.9    
55.01 - 60.00 ..................       56           9,972,428            1.8    
60.01 - 65.00 ..................       84          17,770,622            3.3    
65.01 - 70.00 ..................      114          23,491,206            4.4    
70.01 - 75.00 ..................      307          72,199,092           13.4    
75.01 - 80.00 ..................      956         262,363,617           48.6    
80.01 - 85.00 ..................      188          48,956,661            9.1    
85.01 - 90.00 ..................      156          47,649,848            8.8    
90.01 - 95.00 ..................       44          10,978,644            2.0    
95.01 - 100.00 .................      393          32,750,480            6.1    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial cut-off date, the weighted average original LTV ratio of
      the group 2 initial mortgage loans is expected to be approximately  79.7%.
      The original LTV ratio for mortgage  loans secured by a second lien on the
related mortgaged property is represented by a combined LTV ratio.  

Group 2 Initial Mortgage Loans
 Credit Scores (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
       Credit Scores             Loans         Outstanding           Loans
--------------------------------------------------------------------------------
464 - 475 ......................        4        $    519,873            0.1%   
476 - 500 ......................        7           1,249,519            0.2    
501 - 525 ......................      111          19,997,230            3.7    
526 - 550 ......................      198          39,097,481            7.2    
551 - 575 ......................      233          48,334,436            9.0    
576 - 600 ......................      301          60,007,367           11.1    
601 - 625 ......................      394          77,081,401           14.3    
626 - 650 ......................      322          73,963,720           13.7    
651 - 675 ......................      328          80,498,237           14.9    
676 - 700 ......................      229          62,765,454           11.6    
701 - 725 ......................      123          33,769,454            6.3    
726 - 750 ......................       71          20,414,021            3.8    
751 - 775 ......................       35          11,295,196            2.1    
776 - 800 ......................       32           9,492,144            1.8    
801 - 809 ......................        2           1,028,000            0.2    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

----------                                                                      
(1)   As of the initial  cut-off date, the weighted  average credit score of the
      group 2 initial  mortgage  loans for which credit  scores are available is
expected to be approximately 633.                                   

Group 2 Initial Mortgage Loans
 Current Mortgage Loan Principal Balance (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
     Current Mortgage Loan        Mortgage         Balance            Mortgage
   Principal Balance ($)         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
19,985.55 - 50,000.00 .........      142        $  5,661,018            1.0%  
50,000.01 - 100,000.00 ........      397          29,717,113            5.5   
100,000.01 - 150,000.00 ........      403          50,196,279            9.3    
150,000.01 - 200,000.00 ........      386          68,009,015           12.6    
200,000.01 - 250,000.00 ........      277          61,790,688           11.5    
250,000.01 - 300,000.00 ........      188          51,281,336            9.5    
300,000.01 - 350,000.00 ........      109          35,423,514            6.6    
350,000.01 - 400,000.00 ........      102          37,973,613            7.0    
400,000.01 - 450,000.00 ........      108          46,198,935            8.6    
450,000.01 - 500,000.00 ........      117          55,810,849           10.3    
500,000.01 - 550,000.00 ........       54          28,332,705            5.3    
550,000.01 - 600,000.00 ........       43          24,718,555            4.6    
600,000.01 - 1,149,999.99 ......       64          44,399,914            8.2    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   As of the initial cut-off date, the average current  principal  balance of
      the  group 2  initial  mortgage  loans  is  expected  to be  approximately
$225,738.                                                           

Group 2 Initial Mortgage Loans
Original Mortgage Loan Principal Balance (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
    Original Mortgage Loan        Mortgage         Balance            Mortgage
   Principal Balance ($)         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
20,000.00 - 50,000.00 .........      141        $  5,611,286            1.0%  
50,000.01 - 100,000.00 ........      395          29,467,586            5.5   
100,000.01 - 150,000.00 ........      405          50,345,603            9.3    
150,000.01 - 200,000.00 ........      387          68,158,950           12.6    
200,000.01 - 250,000.00 ........      277          61,790,688           11.5    
250,000.01 - 300,000.00 ........      188          51,281,336            9.5    
300,000.01 - 350,000.00 ........      108          35,073,753            6.5    
350,000.01 - 400,000.00 ........      103          38,323,375            7.1    
400,000.01 - 450,000.00 ........      108          46,198,935            8.6    
450,000.01 - 500,000.00 ........      117          55,810,849           10.3    
500,000.01 - 550,000.00 ........       54          28,332,705            5.3    
550,000.01 - 600,000.00 ........       43          24,718,555            4.6    
600,000.01 - 650,000.00 ........       28          17,292,763            3.2    
650,000.01 - 700,000.00 ........       16          10,920,082            2.0    
700,000.01 - 750,000.00 ........        8           5,773,220            1.1    
750,000.01 - 1,150,000.00 ......       12          10,413,850            1.9    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   The average  original  principal  balance of the group 2 initial  mortgage
loans is expected to be approximately $225,957.                     

Group 2 Initial Mortgage Loans
Mortgage Rates (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
    Range of Mortgage Rates       Mortgage         Balance            Mortgage
            (%)                  Loans         Outstanding           Loans
--------------------------------------------------------------------------------
5.80 - 6.00 ...................       13        $  4,051,449            0.8%  
6.01 - 6.50 ...................       50          15,886,447            2.9   
6.51 - 7.00 ...................      203          63,763,511           11.8   
7.01 - 7.50 ...................      322          92,200,772           17.1   
7.51 - 8.00 ...................      441         115,216,132           21.4   
8.01 - 8.50 ...................      301          73,111,886           13.6   
8.51 - 9.00 ...................      302          69,824,115           12.9   
9.01 - 9.50 ...................      158          33,328,753            6.2   
9.51 - 10.00 ..................      140          28,700,617            5.3   
10.01 - 10.50 ..................       89          11,262,516            2.1    
10.51 - 11.00 ..................       92          10,135,209            1.9    
11.01 - 11.50 ..................       89           7,956,833            1.5    
11.51 - 12.00 ..................      109           8,030,028            1.5    
12.01 - 12.50 ..................       50           4,215,321            0.8    
12.51 - 13.00 ..................       18           1,177,053            0.2    
13.01 - 13.50 ..................        8             406,613            0.1    
14.01 - 14.50 ..................        1              45,345            0.0    
14.51 - 17.38 ..................        4             200,932            0.0    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   As of the initial cut-off date, the weighted  average mortgage rate of the
      group 2 initial mortgage loans is expected to be  approximately  8.22% per
annum.                                                              

Group 2 Initial Mortgage Loans
 Occupancy Types (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
      Occupancy Types            Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Primary ........................    2,306        $523,619,464           97.1%   
Second Home ....................        8           2,000,408            0.4    
Investor .......................       76          13,893,662            2.6    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   Based  on  representations  of  the  related  mortgagors  at the  time  of
origination.                                                        

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Group 2 Initial Mortgage Loans
Original Term to Stated Maturity (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
    Original Term to Stated       Mortgage         Balance            Mortgage
     Maturity (Months)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
121 - 180 ......................      272        $ 20,353,724            3.8%   
181 - 240 ......................       16           1,326,533            0.2    
301 - 360 ......................    2,102         517,833,277           96.0    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   As of the initial  cut-off  date,  the weighted  average  original term to
      stated  maturity of the group 2 initial  mortgage  loans is expected to be
approximately 353 months.                                           

Group 2 Initial Mortgage Loans
 Remaining Term to Stated Maturity (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
   Remaining Term to Stated       Mortgage         Balance            Mortgage
      Maturity (Months)            Loans         Outstanding           Loans
--------------------------------------------------------------------------------
61 - 120 .....................        1        $     56,075            0.0% 
121 - 180 ......................      271          20,297,649            3.8    
181 - 240 ......................       16           1,326,533            0.2    
301 - 360 ......................    2,102         517,833,277           96.0    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   As of the initial  cut-off date,  the weighted  average  remaining term to
      stated  maturity of the group 2 initial  mortgage  loans is expected to be
approximately 350 months.                                           

Group 2 Initial Mortgage Loans
State Distribution of Mortgaged Properties (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
           State                 Loans         Outstanding           Loans
--------------------------------------------------------------------------------
California .....................      649        $211,191,881           39.1%   
Florida ........................      422          74,549,274           13.8    
Washington .....................      103          25,436,110            4.7    
Arizona ........................      111          23,283,636            4.3    
Illinois .......................       84          18,395,343            3.4    
New York .......................       56          18,324,352            3.4    
Georgia ........................      130          18,235,884            3.4    
Nevada .........................       83          17,708,649            3.3    
Virginia .......................       66          14,788,301            2.7    
Maryland .......................       59          13,976,170            2.6    
Oregon .........................       66          11,891,705            2.2    
New Jersey .....................       33           7,675,970            1.4    
Colorado .......................       43           7,360,243            1.4    
Massachusetts ..................       24           5,554,740            1.0    
Pennsylvania ...................       40           5,110,395            0.9    
Other ..........................      421          66,030,881           12.2    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

(1)   As of the initial  cut-off  date, no more than  approximately  0.4% of the
      group 2 initial  mortgage  loans will be secured by  mortgaged  properties
located in any one postal zip code area.                            

Group 2 Initial Mortgage Loans
 Purpose
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
       Loan Purpose              Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Purchase .......................    1,419        $315,038,198           58.4%   
Refinance - Rate Term ..........       71          14,984,335            2.8    
Refinance - Cashout ............      900         209,491,001           38.8    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

Group 2 Initial Mortgage Loans
 Types of Mortgaged Properties
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
  Property Type                  Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Single Family Residence ........    1,767        $387,469,228           71.8%   
Condo ..........................      131          27,416,854            5.1    
2 Family .......................       96          24,791,204            4.6    
3-4 Family .....................       46          14,291,563            2.6    
PUD ............................      350          85,544,686           15.9    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

Group 2 Initial Mortgage Loans
Documentation Programs
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
                                  Mortgage         Balance            Mortgage
   Documentation Program         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Full ...........................    1,459        $292,679,939           54.2%   
Reduced ........................      595         151,026,053           28.0    
Stated Income / Stated                                                          
Assets .........................      332          94,265,251           17.5    
No Income / No Assets ..........        4           1,542,291            0.3    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

Group 2 Initial Mortgage Loans
 Prior Delinquency History
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2         Aggregate           Group 2
                                 Initial         Principal           Initial
        Number of Days            Mortgage         Balance            Mortgage
        Delinquent               Loans         Outstanding           Loans
--------------------------------------------------------------------------------
Never Delinquent ...............    2,135        $481,531,099           89.3%   
30 - 59 ........................       95          21,895,817            4.1    
60 - 89 ........................        7           1,060,944            0.2    
90 or greater ..................        4             778,433            0.1    
Not Available ..................      149          34,247,240            6.3    
                                -----        ------------          -----
 Total: .....................    2,390        $539,513,534          100.0%
                                =====        ============          =====

Group 2 Initial Adjustable-Rate Mortgage Loans
 Gross Margins (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2                             Group 2
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
       Range of Gross           Mortgage         Balance            Mortgage
        Margins (%)              Loans         Outstanding           Loans
--------------------------------------------------------------------------------
0.13 - 4.00 ....................        6        $  1,702,006            0.4%   
4.01 - 4.50 ....................       18           5,916,941            1.3    
4.51 - 5.00 ....................       49          17,051,292            3.8    
5.01 - 5.50 ....................      348          97,698,526           21.9    
5.51 - 6.00 ....................      496         138,355,576           31.1    
6.01 - 6.50 ....................      394         102,710,649           23.1    
6.51 - 7.00 ....................      170          44,872,738           10.1    
7.01 - 7.50 ....................       68          17,123,195            3.8    
7.51 - 8.00 ....................       67          13,874,478            3.1    
8.01 - 8.50 ....................       19           4,473,295            1.0    
8.51 - 9.00 ....................        5             571,863            0.1    
9.01 - 9.38 ....................        2             760,858            0.2    
                                -----        ------------          -----
 Total: .....................    1,642        $445,111,416          100.0%
                                =====        ============          =====

(1)   As of the initial  cut-off date, the weighted  average gross margin of the
      group  2  initial  adjustable-rate   mortgage  loans  is  expected  to  be
approximately 6.02% per annum.                                      

Group 2 Initial Adjustable-Rate Mortgage Loans
Maximum Mortgage Rates (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2                             Group 2
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
       Range of Maximum           Mortgage         Balance            Mortgage
    Mortgage Rates (%)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
11.00 - 13.00 ..................      305        $ 93,898,742           21.1%   
13.01 - 13.50 ..................      294          84,890,426           19.1    
13.51 - 14.00 ..................      328          91,378,505           20.5    
14.01 - 14.50 ..................      220          56,049,445           12.6    
14.51 - 15.00 ..................      223          56,772,233           12.8    
15.01 - 15.50 ..................      121          28,613,234            6.4    
15.51 - 16.00 ..................       88          20,573,371            4.6    
16.01 - 16.50 ..................       31           7,159,812            1.6    
16.51 - 17.00 ..................       19           3,567,950            0.8    
17.01 - 17.50 ..................        8           1,166,610            0.3    
17.51 - 18.00 ..................        4             688,629            0.2    
18.01 - 18.23 ..................        1             352,459            0.1    
                                -----        ------------          -----
 Total: .....................    1,642        $445,111,416          100.0%
                                =====        ============          =====

(1)   As of the initial cut-off date, the weighted average maximum mortgage rate
      of the group 2 initial  adjustable-rate  mortgage  loans is expected to be
approximately 13.93% per annum.                                     

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Group 2 Initial Adjustable-Rate Mortgage Loans
Minimum Mortgage Rates (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2                             Group 2
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
       Range of Minimum           Mortgage         Balance            Mortgage
    Mortgage Rates (%)           Loans         Outstanding           Loans
--------------------------------------------------------------------------------
4.88 - 6.00 ...................       29        $  8,626,306            1.9%  
6.01 - 6.50 ...................       50          15,724,474            3.5   
6.51 - 7.00 ...................      203          63,781,418           14.3   
7.01 - 7.50 ...................      277          80,436,325           18.1   
7.51 - 8.00 ...................      343          96,386,514           21.7   
8.01 - 8.50 ...................      229          60,541,609           13.6   
8.51 - 9.00 ...................      236          57,809,080           13.0   
9.01 - 9.50 ...................      112          25,582,726            5.7   
9.51 - 10.00 ..................       88          21,632,227            4.9   
10.01 - 10.50 ..................       40           6,742,190            1.5    
10.51 - 11.00 ..................       18           3,864,897            0.9    
11.01 - 11.50 ..................        9           1,991,276            0.4    
11.51 - 12.00 ..................        5           1,095,132            0.2    
12.01 - 12.49 ..................        3             897,242            0.2    
                                -----        ------------          -----
 Total: .....................    1,642        $445,111,416          100.0%
                                =====        ============          =====

(1)   As of the initial cut-off date, the weighted average minimum mortgage rate
      of the group 2 initial  adjustable-rate  mortgage  loans is expected to be
approximately 7.96% per annum.                                      

Group 2 Initial Adjustable-Rate Mortgage Loans
Months to Next Rate Adjustment (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2                             Group 2
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
      Number of Months to         Mortgage         Balance            Mortgage
   Next Rate Adjustment          Loans         Outstanding           Loans
--------------------------------------------------------------------------------
1 - 3 .........................        1        $     81,359            0.0%  
7 - 9 .........................        1             256,599            0.1   
10 - 12 ........................        9           2,384,754            0.5    
13 - 15 ........................        4             519,683            0.1    
16 - 18 ........................       24           5,460,191            1.2    
19 - 21 ........................      538         146,716,100           33.0    
22 - 24 ........................      776         213,832,484           48.0    
25 - 27 ........................        1             327,917            0.1    
28 - 30 ........................        3           1,590,834            0.4    
31 - 33 ........................      109          30,652,470            6.9    
34 - 36 ........................      149          37,452,539            8.4    
Greater Than 36 ................       27           5,836,487            1.3    
                                -----        ------------          -----
 Total: .....................    1,642        $445,111,416          100.0%
                                =====        ============          =====

(1)   As of the initial  cut-off date, the weighted  average months to next rate
      adjustment date of the group 2 initial  adjustable-rate  mortgage loans is
expected to be approximately 24 months.                             

Group 2 Initial Adjustable-Rate Mortgage Loans
Periodic Rate Caps (1)
--------------------------------------------------------------------------------
                                  Number                             Percent
                                 of                                 of
                                 Group 2                             Group 2
                                 Initial                             Initial
                                  Adjustable-      Aggregate         Adjustable-
                                 Rate           Principal             Rate
                                  Mortgage         Balance            Mortgage
   Periodic Rate Cap (%)         Loans         Outstanding           Loans
--------------------------------------------------------------------------------
1.00 ...........................    1,619        $439,240,468           98.7%   
1.50 ...........................       18           4,610,993            1.0    
2.00 ...........................        5           1,259,956            0.3    
                                -----        ------------          -----
 Total: .....................    1,642        $445,111,416          100.0%
                                =====        ============          =====

(1)   As of the initial cut-off date, the weighted  average periodic rate cap of
      the group 2  initial  adjustable-rate  mortgage  loans is  expected  to be
approximately 1.01%.                                                

Group 2 Initial Adjustable-Rate Mortgage Loans
 Initial Rate Caps (1)
--------------------------------------------------------------------------------
                                   Number                            Percent
                                  of                                of
                                  Group 2                            Group 2
                                  Initial                            Initial
                                   Adjustable-      Aggregate        Adjustable-
                                  Rate           Principal            Rate
                                   Mortgage         Balance           Mortgage
   Initial Rate Cap (%)           Loans         Outstanding          Loans
--------------------------------------------------------------------------------
1.50 ...........................        1        $     71,832            0.0%   
2.00 ...........................      407         101,373,214           22.8    
3.00 ...........................    1,223         341,583,312           76.7    
5.00 ...........................       10           1,888,353            0.4    
6.00 ...........................        1             194,705            0.0    
                                -----        ------------          -----
 Total: .....................    1,642        $445,111,416          100.0%
                                =====        ============          =====

(1)   As of the initial  cut-off date, the weighted  average initial rate cap of
      the group 2  initial  adjustable-rate  mortgage  loans is  expected  to be
approximately 2.78%.                                                

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Prefunding and Conveyance of Subsequent Mortgage Loans                          

      On the  closing  date,  an amount  not  expected  to exceed  approximately
$215,059,888,  which is equal to approximately 19.6% of the Aggregate Collateral
Balance and approximately 19.9% of the aggregate initial class principal balance
of the certificates,  will be deposited into the Prefunding Account, established
and maintained by the trustee on behalf of the certificateholders. Approximately
$80,673,322 of the amount deposited therein will be used to purchase  additional
group 1 mortgage  loans and  approximately  $134,386,566  of such amount will be
used to purchase additional group 2 mortgage loans. Any investment income earned
from amounts in the Prefunding Account shall be paid to the depositor,  and will
not be available  for payments on the  certificates.  During the period from the
closing  date until the  earliest of (i) the date on which the amount on deposit
in the  Prefunding  Account is reduced to zero,  (ii) an event of default occurs
under the  pooling  and  servicing  agreement  or (iii)  December  22, 2006 (the
"Prefunding  Period"),  the  depositor  is expected to purchase  mortgage  loans
("Subsequent  Mortgage Loans") from the seller and sell such Subsequent Mortgage
Loans to the trust.  The purchase price for each  Subsequent  Mortgage Loan will
equal the principal  balance of such  Subsequent  Mortgage Loan and will be paid
from the Prefunding  Account.  Accordingly,  the purchase of Subsequent Mortgage
Loans will decrease the amount on deposit in the  Prefunding  Account in respect
of the loan group  allocated  those  Subsequent  Mortgage Loans and increase the
aggregate Stated Principal Balance of the related loan group.                   

      The  characteristics of the mortgage loans in the trust will vary upon the
acquisition  of Subsequent  Mortgage  Loans.  The  custodians of the  Subsequent
Mortgage Loans will be any of LaSalle Bank National Association. and Wells Fargo
Bank, N.A.                                                                      

      The obligation of the trust to purchase  Subsequent  Mortgage Loans during
the Prefunding Period is subject to the following requirements:                 

      o     each   Subsequent   Mortgage  Loan  may  not  be  30  or  more  days
    contractually delinquent as of its subsequent transfer date;

      o     Wells  Fargo  Bank or SPS  will be the  servicer  of the  Subsequent
Mortgage Loans;                                         

      o     Wells Fargo Bank will be the servicer of approximately  56.2% of the
Subsequent Mortgage Loans;                              

      o     each  Subsequent  Mortgage  Loan may not have a final  maturity date
later than December 2036;                               

      o     the remaining term to stated  maturity of each  Subsequent  Mortgage
Loan will not exceed 30 years;                          

      o     each  Subsequent  Mortgage  Loan will have an LTV ratio not  greater
than 100%;                                              

      o     approximately  13.7%  of  the  Subsequent  Mortgage  Loans  will  be
Interest Only Mortgage Loans;                           

      o     each  Subsequent  Mortgage  Loan will have a  principal  balance not
greater than $850,000;                                  

      o     approximately 2.0% of the Subsequent  Mortgage Loans will be secured
by a second lien on a mortgaged property;               

      o     no Subsequent Mortgage Loan will be subject to the Homeownership and
           Equity Protection Act of 1994 or any comparable state or local law;

      o     no Subsequent Mortgage Loan in loan group 1 originated after October
            1, 2002 will be subject to a  prepayment  penalty  term in excess of
three years; and                                        

      o     each  Subsequent  Mortgage Loan will be otherwise  acceptable to the
rating agencies.                                        

      Following the purchase of such Subsequent Mortgage Loans by the trust, the
mortgage loans, including the Subsequent Mortgage Loans, will have the following
characteristics as of their respective cut-off dates:                           

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With respect to loan group 1:                                       

o     a weighted average mortgage rate of at least 8.27% per annum; 

      o     a weighted  average  remaining term to stated  maturity of less than
355 months;                                             

    o     a weighted average LTV ratio of not more than approximately 80.1%;

o     a weighted average credit score of not less than 631;         

      o     no more than approximately  45.0% of the mortgage loans by aggregate
cut-off date principal balance will be balloon loans;   

      o     approximately  30.0% of the mortgage loans by aggregate cut-off date
            principal balance will be balloon loans with an initial amortization
period of forty years;                                  

      o     approximately  11.5% of the mortgage loans by aggregate cut-off date
            principal balance will be balloon loans with an initial amortization
period of forty-five years;                             

      o     approximately  2.5% of the mortgage loans by aggregate  cut-off date
            principal balance will be balloon loans with an initial amortization
period of fifty years;                                  

      o     approximately  0.4% of the mortgage loans by aggregate  cut-off date
            principal  balance  will have  monthly  payments  that  adjust  with
            changes  in a  mortgage  loan's  mortgage  rate  and,  for ten years
            following origination, are based upon a forty year amortization term
            and then adjust based on an amortization term equal to the remaining
   term of the mortgage loan, which is generally twenty years;

      o     no more than  approximately  2.7% of the mortgage loans by aggregate
            cut-off date  principal  balance will be secured by a second lien on
the related mortgaged property;                         

      o     approximately  19.9% of the mortgage loans by aggregate cut-off date
        principal balance will accrue interest at a fixed mortgage rate;

      o     no more than approximately  19.8% of the mortgage loans by aggregate
         cut-off date principal balance will be concentrated in one state;

      o     no more than  approximately  7.5% of the mortgage loans by aggregate
            cut-off date  principal  balance  will relate to non-owner  occupied
properties; and                                         

      o     approximately  11.9% of the mortgage loans by aggregate cut-off date
principal balance will be Interest Only Mortgage Loans. 

With respect to loan group 2:                                       

o     a weighted average mortgage rate of at least 8.25% per annum; 

      o     a weighted  average  remaining term to stated  maturity of less than
352 months;                                             

    o     a weighted average LTV ratio of not more than approximately 79.3%;

o     a weighted average credit score of not less than 632;         

      o     no more than approximately  47.5% of the mortgage loans by aggregate
cut-off date principal balance will be balloon loans;   

      o     approximately  29.6% of the mortgage loans by aggregate cut-off date
            principal balance will be balloon loans with an initial amortization
period of forty years;                                  

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      o     approximately  14.0% of the mortgage loans by aggregate cut-off date
            principal balance will be balloon loans with an initial amortization
period of forty-five years;                             

      o     approximately  1.6% of the mortgage loans by aggregate  cut-off date
            principal balance will be balloon loans with an initial amortization
period of fifty years;                                  

      o     approximately  0.8% of the mortgage loans by aggregate  cut-off date
            principal  balance  will have  monthly  payments  that  adjust  with
            changes  in a  mortgage  loan's  mortgage  rate  and,  for ten years
            following origination, are based upon a forty year amortization term
            and then adjust based on an amortization term equal to the remaining
   term of the mortgage loan, which is generally twenty years;

      o     no more than  approximately  4.4% of the mortgage loans by aggregate
            cut-off date  principal  balance will be secured by a second lien on
the related mortgaged property;                         

      o     approximately  19.3% of the mortgage loans by aggregate cut-off date
        principal balance will accrue interest at a fixed mortgage rate;

      o     no more than approximately  37.6% of the mortgage loans by aggregate
         cut-off date principal balance will be concentrated in one state;

      o     no more than  approximately  3.8% of the mortgage loans by aggregate
            cut-off date  principal  balance  will relate to non-owner  occupied
properties; and                                         

      o     approximately  17.5% of the mortgage loans by aggregate cut-off date
principal balance will be Interest Only Mortgage Loans. 

The Index                                                                       

      The index applicable to the determination of the mortgage rates for all of
the adjustable-rate mortgage loans in both loan group 1 and loan group 2 will be
the average of the interbank  offered  rates for six-month  United States dollar
deposits in the London  market,  calculated as provided in the related  mortgage
note (the "Six-Month LIBOR Index") and as most recently  available either (1) as
of the first business day of a specified period of time prior to such adjustment
date, (2) as of the first business day of the month  preceding the month of such
adjustment  date or (3) the last business day of the second month  preceding the
month in which such adjustment date occurs, as specified in the related mortgage
note.                                                                           

Assignment of the Mortgage Loans                                                

      Pursuant to the pooling and servicing  agreement,  on the closing date for
the  initial  mortgage  loans  and on  any  subsequent  transfer  date  for  the
subsequent mortgage loans, the depositor will sell,  transfer,  assign, set over
and otherwise convey without recourse to the trustee in trust for the benefit of
the  certificateholders all right, title and interest of the depositor in and to
each  mortgage loan  including  all  principal and interest  received on or with
respect to such  mortgage  loans,  exclusive of principal and interest due on or
prior to the applicable cut-off date. For additional  information  pertaining to
the  transfer of the  mortgage  loans to the trustee,  see  "Description  of the
Certificates--Assignment of the Mortgage Loans" in the prospectus.              

Representations and Warranties Regarding the Mortgage Loans                     

      In connection  with the sale of the mortgage loans by the depositor to the
trust, pursuant to the pooling and servicing agreement,  the seller will make as
of the closing  date  representations  and  warranties  relating to the mortgage
loans sold by it to the depositor.  These representations and warranties include
the following:                                                                  

      o     each  mortgage  note and  related  mortgage  is a legal and  binding
            obligation  of the maker  thereof,  enforceable  in all  respects in
            accordance  with its terms  subject  to  bankruptcy  and other  laws
           affecting the rights of creditors and general equitable principles;

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      o     each  mortgage loan at the time it was made complied in all material
            respects with  applicable  federal,  state or local law,  including,
without limitation, predatory and abusive lending laws; 

      o     none of the  mortgage  loans are  classified  as a "high cost home,"
            "covered,"  "high-cost," "high-risk home," or "predatory" loan under
applicable state, federal or local law;                 

      o     no  borrower  obtained a prepaid  single  premium  credit  insurance
            policy in  connection  with the  origination  of a group 1  mortgage
loan;                                                   

      o     no mortgaged  property is subject to any  material  damage by waste,
fire, earthquake, windstorm, flood or other casualty.   

      Under the pooling  and  servicing  agreement,  the  trustee  will  receive
certain  representations  and warranties  relating to the characteristics of the
mortgage  loans made by the seller.  These  mortgage  loan  representations  and
warranties  will be made by the  seller as of the  closing  date (or  subsequent
transfer date, as applicable). In the event of a breach of any representation or
warranty  relating to a mortgage loan that materially and adversely  affects the
interests of the  certificateholders  in that mortgage  loan, the seller will be
obligated to do one of the following:                                           

o     cure that breach,                                             

      o     repurchase  that  mortgage loan at an amount equal to the sum of the
            unpaid  principal  balance  of the  mortgage  loan  on the  date  of
            repurchase, accrued interest on that mortgage loan at the applicable
            mortgage rate from the date through which  interest was last paid by
            the  mortgagor to the date of  repurchase  and any costs and damages
            actually  incurred  and  paid  by or  on  behalf  of  the  trust  in
            connection with any violation by such mortgage loan of any predatory
or abusive lending laws, or                             

o     substitute a replacement mortgage loan for that mortgage loan.

However,  this  substitution  is permitted  only within two years of the closing
date and may not be made more  than 90 days  after the  closing  date  unless an
opinion of counsel is  provided  to the effect  that the  substitution  will not
disqualify any REMIC, or result in a prohibited  transaction under the Code. The
depositor will make no  representations or warranties for the mortgage loans and
will  have no  obligation  to  repurchase  or  substitute  mortgage  loans  with
deficient  documentation or that are otherwise defective.  The seller is selling
the mortgage loans without recourse and will have no obligation for the mortgage
loans other than the cure,  repurchase  or  substitution  obligations  described
above.                                                                          

 ORIGINATORS

General                                                                         

      The mortgage  loans have been  purchased by the seller from various banks,
savings  and  loan  associations,  mortgage  bankers  (which  may or may  not be
affiliated  with the  seller) and other  mortgage  loan  originators.  As of the
initial  cut-off  date,  approximately  24.1%,  24.0% and  20.4% of the  initial
mortgage  loans were  originated  or  acquired  by Encore  Credit  Corp.,  OwnIt
Mortgage  Solutions,  Inc. and Lime Financial  Services Ltd.,  respectively.  No
other originator  originated or acquired more than 10% of the mortgage loans (by
aggregate  principal  balance  as of the  related  cut-off  date for  each  such
mortgage  loan).  It is anticipated  that Accredited Home Lenders Inc. will have
originated or acquired approximately 11.4% (by aggregate principal balance as of
the end of the  prefunding  period)  of the  aggregate  initial  and  subsequent
mortgage loans.                                                                 

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      The  mortgage  loans   originated  or  acquired  by  Encore  Credit  Corp.
("Encore")  were  originated  generally  in  accordance  with  the  underwriting
standards  described  below under "Encore  Credit  Corp.,  as  Originator."  The
mortgage  loans  originated  or  acquired  by  OwnIt  Mortgage  Solutions,  Inc.
("OwnIt")  were  originated   generally  in  accordance  with  the  underwriting
standards described below under "OwnIt Mortgage Solutions, Inc., as Originator."
The  mortgage  loans  originated  or acquired by Lime  Financial  Services  Ltd.
("Lime") were originated generally in accordance with the underwriting standards
described  below  under "Lime  Financial  Services  Ltd.,  as  Originator."  The
remainder  of the  mortgage  loans  included  in the trust  were  originated  or
acquired  by  various   originators   in  accordance   with  such   originators'
underwriting   standards  generally   comparable  to  the  general  underwriting
standards described below under "General  Underwriting  Standards." Such general
underwriting  standards  differ  among the  originators  in various  areas.  The
following is a general summary of the general underwriting standards believed by
the depositor to be generally applied, with some variation,  by each originator,
other than Encore,  OwnIt and Lime,  and a general  summary of the  underwriting
standards  generally  applied  by  Encore,  OwnIt  and Lime,  respectively.  The
following  does not  purport to be a complete  description  of the  underwriting
standards of the originators.                                                   

General Underwriting Standards                                                  

      The  General  Underwriting  Guidelines  are a summary of the  underwriting
guidelines  used by originators,  other than Encore,  OwnIt and Lime. All of the
mortgage  loans are  "conventional  mortgage  loans" (i.e.,  loans which are not
insured by the Federal Housing Authority or partially guaranteed by the Veterans
Administration).  The  underwriting  standards  applicable to the mortgage loans
typically  differ from,  and, with respect to a  substantial  number of mortgage
loans, are generally less stringent than, the underwriting standards established
by Fannie Mae or Freddie  Mac  primarily  with  respect  to  original  principal
balances,  loan-to-value  ratios,  mortgagor  income,  mortgagor credit history,
mortgagor employment history, required documentation,  interest rates, mortgagor
occupancy of the mortgaged  property  and/or  property  types. To the extent the
programs reflect  underwriting  standards different from those of Fannie Mae and
Freddie  Mac,  the  performance  of the mortgage  loans  thereunder  may reflect
relatively higher  delinquency rates and/or credit losses. In addition,  certain
exceptions to the  underwriting  standards  described  herein may be made in the
event that compensating factors are demonstrated by a prospective mortgagor.  In
general,  neither the seller nor the depositor has  re-underwritten any mortgage
loan.                                                                           

      Generally,   each  mortgagor  will  have  been  required  to  complete  an
application  designed  to  provide  to  the  original  lender  pertinent  credit
information  concerning  the  mortgagor.  As  part  of  the  description  of the
mortgagor's  financial  condition,  such mortgagor generally will have furnished
information  (which may be supplied solely in such  application) with respect to
its assets,  liabilities,  income (except as described  below),  credit history,
employment history and personal  information,  and furnished an authorization to
apply for a credit report which  summarizes the mortgagor's  credit history with
local merchants and lenders and any record of bankruptcy. The mortgagor may also
have  been  required  to  authorize   verifications  of  deposits  at  financial
institutions where the mortgagor had demand or savings accounts.  In the case of
investment  properties and two- to four-unit dwellings,  income derived from the
mortgaged  property  may have been  considered  for  underwriting  purposes,  in
addition to the income of the  mortgagor  from other  sources.  With  respect to
mortgaged  property  consisting of vacation or second homes,  no income  derived
from the property generally will have been considered for underwriting purposes.
In the case of certain mortgagors with acceptable  payment histories,  no income
will have been required to be stated (or  verified) in connection  with the loan
application.                                                                    

      Based on the data provided in the  application  and certain  verifications
(if required),  a determination  will have been made by the original lender that
the  mortgagor's  monthly income (if required to be stated) should be sufficient
to enable the mortgagor to meet its monthly obligations on the mortgage loan and
other  expenses  related to the  mortgaged  property  (such as  property  taxes,
standard  hazard  insurance  and other  fixed  obligations  other  than  housing
expenses).  Generally,  scheduled  payments on a mortgage  loan during the first
year of its term plus taxes and insurance and other fixed  obligations  equal no
more than a specified  percentage of the prospective  mortgagor's  gross income.
The percentage  applied varies on a case by case basis  depending on a number of
underwriting  criteria,  including the loan-to-value ratio of the mortgage loan.
The originator may also have considered the amount of liquid assets available to
the mortgagor after origination.                                                

      The mortgage  loans have been  originated  under "full" or  "alternative,"
"reduced  documentation,"  "stated income/stated assets" or "no income/no asset"
programs.  The "alternative,"  "reduced  documentation,"  "stated               

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income/stated  asset" and "no income/no asset" programs generally require either
alternative or less  documentation and verification  than do full  documentation
programs which generally require standard Fannie  Mae/Freddie Mac approved forms
for  verification of  income/employment,  assets and certain payment  histories.
Generally, an "alternative" documentation program requires information regarding
the  mortgagor's  income  (i.e.,  W-2 forms,  tax returns  and/or pay stubs) and
assets (i.e.,  bank statements) as does a "full"  documentation  loan,  however,
alternative  forms of standard  verifications  are used.  Generally,  under both
"full" and  "alternative"  documentation  programs,  at least one year of income
documentation is provided.  Generally,  under a "reduced documentation" program,
either no  verification  of a  mortgagor's  stated  income is  undertaken by the
originator  or no  verification  of a  mortgagor's  assets is  undertaken by the
originator.  Under a "stated  income/stated  assets" program, no verification of
either a  mortgagor's  income  or a  mortgagor's  assets  is  undertaken  by the
originator  although  both income and assets are stated on the loan  application
and a "reasonableness test" is applied.  Generally, under a "no income/no asset"
program,  the mortgagor is not required to state his or her income or assets and
therefore, no verification of such mortgagor's income or assets is undertaken by
the originator.  The underwriting for such mortgage loans may be based primarily
or entirely on the estimated  value of the mortgaged  property and the LTV ratio
at origination as well as on the payment history and credit score.              

      The adequacy of the  mortgaged  property as security for  repayment of the
related  mortgage loan will  generally  have been  determined by an appraisal in
accordance with  pre-established  appraisal procedure  guidelines for appraisals
established by or acceptable to the  originator.  All appraisals  conform to the
Uniform  Standards of Professional  Appraisal  Practice adopted by the Appraisal
Standards Board of the Appraisal  Foundation and must be on forms  acceptable to
Fannie Mae and/or Freddie Mac.  Appraisers may be staff  appraisers  employed by
the  originator  or   independent   appraisers   selected  in  accordance   with
pre-established  appraisal procedure guidelines  established by or acceptable to
the originator.  The appraisal procedure guidelines generally will have required
the appraiser or an agent on its behalf to  personally  inspect the property and
to verify whether the property was in good condition and that  construction,  if
new, had been substantially  completed.  The appraisal  generally will have been
based upon a market data analysis of recent sales of comparable  properties and,
when deemed applicable,  an analysis based on income generated from the property
or a replacement  cost  analysis  based on the current cost of  constructing  or
purchasing a similar property.                                                  

      Under the  underwriting  standards,  various risk  categories  are used to
grade the likelihood that the mortgagor will satisfy the repayment conditions of
the mortgage loan. These categories  generally  establish the maximum  permitted
loan-to-value ratio and loan amount, given the occupancy status of the mortgaged
property  and the  mortgagor's  credit  history  and  debt-to-income  ratio.  In
general,  higher credit risk mortgage loans are graded in categories that permit
higher  debt-to-income  ratios and more (or more recent) major derogatory credit
items  such  as  outstanding  judgments  or  prior  bankruptcies;  however,  the
underwriting  standards establish lower maximum  loan-to-value  ratios and lower
maximum loan amounts for loans graded in such categories.  A substantial portion
of the mortgage loans were classified in relatively low (i.e., relatively higher
risk) credit  categories.  The incidence of delinquency,  default and bankruptcy
with  respect to such  mortgage  loans is  expected  to be greater  than if such
mortgage loans had been classified in relatively higher categories.             

Encore Credit Corp., as Originator                                              

General                                                             

      Encore Credit Corp. ("Encore"),  a California  corporation,  is a mortgage
finance  company that originates and invests in  one-to-four-family  residential
mortgage   loans   offered  to   borrowers   with  a   particular   emphasis  on
"nonconforming"  borrowers who generally do not satisfy the credit,  collateral,
documentation or other standards  required by conventional  mortgage lenders and
loan buyers.  Encore is owned  directly by ECC Capital  Corporation,  a Maryland
corporation,  that is a real estate investment trust that invests in residential
mortgage  loans  financed by the  issuance  of  non-recourse  debt.  ECC Capital
Corporation  is a public  company,  the common  stock of which trades on the New
York Stock Exchange under the ticker symbol "ECR".                              

      Encore was  incorporated in October 2001 and commenced  wholesale  lending
operations in March 2002. Encore began originating  retail mortgage loans during
the  third  quarter  of 2004.  During  the first  quarter  of 2005,  the  retail
operation was  transitioned  from Encore to Bravo Credit  Corporation,  a wholly
owned  subsidiary of Encore.  Since the second  quarter of 2006, all of Encore's
retail  operations  have been  conducted  by  Encore  solely  out of its        

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Irvine  location.  As of June 30, 2006,  Encore  operated  its mortgage  lending
business  through a network of approved  mortgage lenders and brokers located in
50 states and the  District  of Columbia  where  Encore is  licensed,  exempt or
authorized to engage in its mortgage lending business.                          

      Encore  currently  outsources the servicing of all the loans it originates
to third party servicers or sub-servicers.  Encore currently utilizes Option One
Mortgage Corporation as its sub-servicer for loans held in its portfolio pending
sale or  transfer to a  securitization.  Loans  included in the  securitizations
completed in 2005 are also being  sub-serviced  by Option One,  and  Countrywide
Home Loan  Servicing  LP and  CitiMortgage,  Inc.  act as the master  servicers.
Encore's principal executive offices are located at 1833 Alton Parkway,  Irvine,
California 92606, and its main telephone number is (949) 856-8300.              

      As of the dates set forth below, Encore's total portfolio of nonconforming
mortgage loans was as follows:                                                  

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------
                             31-Dec-03                     31-Dec-04                     31-Dec-05          
------------------------------------------------------------------------------------------------------------
                       Total                         Total                          Total                   
                   Portfolio of                  Portfolio of                     Portfolio                 
    Loan Type          Loans          Number       Loans ($)        Number         of Loans         Number  
------------------------------------------------------------------------------------------------------------
                                                                                                            
  Nonconforming   $4,584,619,982      24,823     9,114,332,309      45,948      $14,040,631,625      65,863 
------------------------------------------------------------------------------------------------------------

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  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  needed,  are  authorized  to make  such
exceptions.  Encore regularly trains its operation managers, who supervise their
underwriters,  on emerging  trends in  production.  Encore  believes  that these
managers and  underwriters are highly qualified and experienced and are familiar
with  their  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.                                                 

      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 the
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 their 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.                                                                         

      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.  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                      

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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 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.                                               

      Credit  Scores.  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., which may employ differing
computer models and methodologies from one another. 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,
the  collateral  for the mortgage loan, or the  debt-to-income  ratio.  Encore's
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.  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.                                                         

      Verification of Borrower's  Income.  Encore's  mortgage  programs  include
several levels of documentation used to verify the borrower's income.           

      o     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; or for higher
            credit score borrowers,  the borrower's personal bank statements for
            the  previous  one or 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  one or two years
depending on the borrower's credit score.               

      o     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.                       

      o     Stated income  documentation.  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.                                            

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      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 combined LTV 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 lenders that generally  specialize 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  used by the  internal  underwriting  staff.  Encore  also  employs  an
appraisal review staff consisting mostly of 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.         

      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 its 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.                                                  

      Loan Programs and Risk  Categories.  Encore has established  loan programs
and risk  categories,  which identify the types of loans that they originate.  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  non-conforming profile. However, there are
borrowers  who request LTV ratios  higher  than those  stated for this  program,
larger loan amounts or more unusual  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
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 they originate will represent such underwriting exceptions.               

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Determining a Borrower's Credit Categories                          

      Under  their  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 the  applicant's  credit history.
These credit  categories  establish the maximum permitted LTV ratio, the maximum
loan amount and the allowed use of loan proceeds given the applicant'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  that 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 risk  mortgage  applications  are graded in categories
that  permit  more (or more  recent)  major  derogatory  credit  items,  such as
outstanding judgments or prior bankruptcies.  Encore's  underwriting  guidelines
for first  mortgages  contain  categories and criteria for grading that evaluate
the  likelihood  that an applicant  will satisfy the repayment  obligations of a
mortgage  loan;  higher  grades  being more likely and lower  grades  being less
likely.                                                                         

Credit Score Programs                                               

      This  program  offers  loan 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 and higher amounts relative to other borrowers within this program. However,
since credit 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  credit score.  Within a particular credit
category,  the  borrower's  credit  score is used to  determine  the  applicable
interest  rate,  maximum  allowable  LTV  and  maximum  available  loan  amount.
Generally,  a borrower with a higher credit score can obtain a loan with a lower
rate,  higher  allowable  LTV and higher loan amount than a borrower  within the
same credit category but with a lower credit score.                             

      "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 24 months.  No bankruptcy filing may have occurred
during the past 24 months if the borrowers credit score is less that 550. If the
borrower has made 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 of the loan.  The  maximum  loan  amount  under this risk
grade is $1,500,000 in California and $1,200,000  elsewhere for loans with full,
limited or stated income  documentation.  Permissible LTV varies depending upon,
among other matters, the loan amount, the documentation type, the occupancy, the
property  type and the  borrower's  credit  score.  The  maximum  LTV under this
program is 100% for first mortgages and 100% for second mortgages. The allowable
debt to income ratio is 50% for LTV over 80% and 55% for an LTV of 80% or less. 

      "A+" Risk  Category:  In order to qualify  under the A+ risk  category the
applicant  must  generally  have no more than 12 times 30 day late  mortgage  or
rental payments within the past 12 months for LTV up to 90% and no more than one
30 day  mortgage  or rental late within the past 12 months for LTV up to 95%. No
mortgage  foreclosure or notice of default  filings may have occurred during the
preceding 18 months.  No bankruptcy  filing may have occurred during the past 18
months if the borrower's credit score is less than 550. If the borrower has made
a Chapter 13 bankruptcy  filing the borrower  must have paid in accordance  with
the bankruptcy plan and the bankruptcy must be discharged at or prior to funding
of the loan.  The maximum  loan amount under this risk grade is  $1,000,000  for
loans  with  full,   limited  or  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 LTV under this program is 95% for first mortgages. The
allowable debt to income ratio is 50% for LTV over 80% and 55% for an LTV of 80%
or less.                                                                        

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      "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 18 months.  No bankruptcy filing may have occurred
during the past 12 months if the  borrower's  credit  score is less than 550. If
the borrower has made 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  $750,000  for loans  with full or  limited  income  documentation  and
$600,000  for loans with stated  income  documentation.  Permissible  LTV varies
depending upon, among other matters the loan amount; the documentation type, the
occupancy,  the property  type and the borrowers  credit score.  The maximum LTV
under this  program is 85% for first  mortgages.  The  allowable  debt to income
ratio is 55% for LTV's less than or equal to 80% and 50% for LTV's  greater than
80%.                                                                            

      "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 past 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
6 months if the  borrower's  credit  score is less than 550. If the borrower has
made 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 $650,000
for loans with full or limited income  documentation and $600,000 for loans with
stated income documentation.  Permissible LTV varies depending upon, among other
matters,  the loan amount, the documentation  type, the occupancy,  the property
type and the borrower's  credit score. The maximum LTV 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.  Bankruptcy  filing may have occurred during the past 12 months.  If
the  borrower  has made a Chapter 13  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,   limited  or  stated  income   documentation.
Permissible LTV varies depending upon, among other matters, the loan amount, the
documentation  type, the occupancy,  the property type and the borrower's credit
score.  The  maximum  LTV under  this  program is 70% for first  mortgages.  The
maximum allowable debt to income ratio is 55%.                                  

Specialty Advantage Program                                         

      For those borrowers seeking Encore's highest allowable LTVs, Encore offers
a specialty  program  that  offers  loans with a maximum LTV ratio of up to 100%
based on either full, limited or stated income documentation. This program offer
loans to borrowers  in Encore's  highest  credit  category,  AA.  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 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.    

Interest-Only Option                                                

      This option offers  borrowers the opportunity to obtain a loan that allows
them to make monthly  payments of interest only 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 option
is higher,  as is the  interest  rate the  borrower is  charged.  This option is
available to borrowers in Encore's two highest credit categories, AA and A+.    

OwnIt Mortgage Solutions, Inc., as Originator                                   

      General.  The information  set forth in the following  paragraphs has been
provided by OwnIt Mortgage Solutions, Inc.                                      

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      OwnIt Mortgage Solutions, Inc. ("OwnIt") is a California corporation whose
address is 27349 Agoura Road,  Suite 100, Agoura Hills,  California  91301.  The
following  is a general  summary  of the  OwnIt  underwriting  guidelines.  This
summary  does not  purport  to be a  complete  description  of the  underwriting
standards of OwnIt.  OwnIt  (headquartered  in Agoura  Hills,  California)  is a
wholesale  consumer  finance  company that  originates  non-conforming  mortgage
loans.  OwnIt has been  engaged in the  business of  originating  non-conforming
mortgage  loans  since  1994.  OwnIt is the  originator  of the  "RightLoan",  a
proprietary  loan  product  that  focuses  on  purchase,  owner  occupied,  full
documentation  loans. OwnIt provides loans to borrowers not only for the purpose
of purchasing homes, but also for debt  consolidation  and refinancing  existing
mortgages  in  accordance  with the  RightLoan  Underwriting  Guidelines.  OwnIt
risk-base prices each loan by combining the credit score and loan-to-value price
to price the loan.                                                              

      OwnIt originated  $1,030,171,017 in mortgages for the twelve months ending
December 31, 2003;  $3,670,102,202  in mortgages  for the twelve  months  ending
December 31, 2004; and  $8,348,292,536 in mortgages for the twelve months ending
December 31, 2005.                                                              

      The  Underwriting  Guidelines  and Credit  Matrices of the  RightLoan  are
designed  to be used as a guide in  determining  the  credit  worthiness  of the
borrower and his/her ability to repay. The guidelines,  a reasonable loan amount
and the RightLoan itself offer a solution that also  facilitates  making logical
exceptions to those guides.  Exceptions  to the  guidelines  will be made if the
loan  meets  the  primary   criteria  of  the  RightLoan  and  offers  supported
compensating factors when a deviation occurs. In all cases, the exception(s) and
compensating  factor(s) are clearly  documented  in the file and require  branch
manager approval and a second signature from the corporate underwriter.         

      Using  the  three  components,   capacity,  credit  and  collateral,   the
underwriter analyzes the loan profile. Capacity, which is the borrower's ability
to repay, is determined by cash flow. It must be clearly shown that the borrower
has a proven,  historical  cash flow,  which will  support  the  requested  loan
amount.  This approach  anticipates that the loan is going to be repaid from the
borrower's  recurring  cash inflows,  not from the sale of the  collateral.  Job
stability  and length of time in current  residence  are also strong  factors in
determining a borrower's  capacity.  Continuity of employment is a strong factor
in  establishing  the  income  used  as a basis  for  repayment.  Credit  is the
borrower's  willingness to repay his or her debts  according to the  contractual
agreements.  The most valuable resource in determining the borrower's ability to
repay is the credit report.  OwnIt  underwriters  will use the credit report and
credit explanation letter when supplied in determining  willingness.  OwnIt uses
the credit score as a primary factor in determining  the borrower's  willingness
to repay his or her debts.  Collateral  is  defined as the asset  pledged by the
borrower to the lender. Collateral is a secondary source of repayment; cash flow
is the  primary  source of  repayment.  OwnIt  will  evaluate  the  property  by
reviewing uniform  residential real estate appraisal  reports,  along with other
data sources,  to determine  whether the  collateral is sufficient to secure the
mortgage.                                                                       

      The underwriter's objective is to analyze an application individually with
the understanding that no single characteristic will approve or deny a loan. The
underwriter   must  utilize  the  credit   report,   loan   application,   asset
verifications,  appraisal  and all other  supporting  documents  in  determining
credit worthiness and risk. Credit risk can be defined as, but is not restricted
to,  limited  liquid assets or reserves,  and  derogatory  credit  history.  The
overall  situation and profile of a borrower,  including  compensating  factors,
which may offset negative  characteristics,  must be taken into consideration in
determining if the borrower is creditworthy.  Credit worthiness is determined by
the borrower's  ability and willingness to repay his or her contractual debt and
the value of the property  securing the loan. A sufficient  property value gives
OwnIt the ability to recover its investment if the loan defaults.               

      The equal treatment of all credit applicants, without regard to race, sex,
sexual  orientation,  color,  national  origin,  religion,  age, marital status,
disability,  or  any  other  prohibited  basis,  is  an  integral  part  of  the
fundamental  mission of  providing  quality  financial  services to existing and
prospective customers.  OwnIt is committed to the principle that every applicant
for credit receives fair and equal treatment  throughout the credit  application
and approval process. This principle is embodied in the Equal Credit Opportunity
Act and Fair Housing Act, and applies to every lending subsidiary of OwnIt.     

      Capacity.  Several  aspects are considered in  determining  the borrower's
capacity  or  ability  to  repay  the  loan.  The  key  factors  are  employment
documentation,  history  and amount of income  used to derive the debt to income
ratios.  OwnIt offers three income  documentation  options:  Full  documentation
includes traditional                                                            

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employment verification such as pay stubs, W2s or/and tax returns. A copy of the
borrower's  personal or business  bank  statements  for the most recent 12 month
period also constitutes full income  documentation.  Limited Income Verification
(LIV) represents an average of 6 months bank statements.  No Income Verification
(NIV) uses the income  stated by the  borrower on the 1003 loan  application  to
qualify. Satisfactory employment history is established with 2 years at the same
job or similar, related field. Verbal employment verification is performed prior
to funding for all  documentation  types and good  probability of continuance is
required.  The actual method of calculating and documenting  employment  history
and income depends on the borrower's credit score and LTV. Higher LTVs and lower
credit  scores  require a longer  period in which income must be verified.  Base
debt to income  ratios are set at 45% or 50%  depending  on credit  score,  LTV,
documentation type and if the borrower is a first time home buyer. In some cases
the maximum debt ratio may increase to 55% based on meeting a minimum disposable
income requirement.                                                             

      Credit.  A satisfactory  credit history is the most reliable  criterion in
determining a borrower's credit  worthiness.  OwnIt relies on the scoring models
developed by the national credit bureaus:  Experian,  Transunion and Equifax for
much of that decision process.  Using a credit score methodology that requires a
2 repository  merged in file score, the Brokers' credit report and score is used
for  qualification  purposes.  OwnIt  will run a back up  report  to  audit  the
Brokers'  report  for  material   variances  such  as  social  security  number,
fingerprint or depth. The score used for qualification purposes is the middle of
three or lower of two scores  provided by the  national  bureaus for the primary
wage earner.  The primary wage earner is defined as the borrower  earning 51% of
the total income. A minimum trade history is required for all loan documentation
types with certain accounts not considered valid trade lines. The minimum credit
score for all programs is 540.                                                  

      Certain  events may  restrict LTV and loan amount  options  available to a
borrower.  Bankruptcy and Foreclosure  history is considered,  as well as charge
off, collections,  judgments and liens. Liens that affect title must be paid off
or  subordinated.  Other  delinquent  accounts must be paid off depending on the
aggregate  balance or  seasoning;  credit events that occurred over 24 months or
have a balance  less than  $4,000  are not  required  to be paid.  The  mortgage
history is viewed with respect to the payoff/demand  statement. A prior mortgage
history may not be greater than 59 days  delinquent at closing or  contractually
30 days late at closing.                                                        

      Collateral.  The  collateral  value and  amount  of equity in the  subject
property are important  factors in assessing the risk of a particular  loan. All
properties  must  conform  to the  neighborhood  and  be in  average  or  better
condition.   Acceptable   property  type  includes:   1-2  family,  3-4  family,
condominiums,  planned unit  developments  (PUDs),  modular  homes and leasehold
properties.  Emphasis is placed on property  type,  location  and  occupancy  to
determine risk associated with specific LTV and credit score.  Maximum financing
is not available for rural  properties,  neighborhoods  with  declining  values,
oversupply of housing and/or marketing time over 6 months,  or properties at the
low or high end of value range with no comparable  sales in the immediate  area.
Maximum  financing  is also not  available on  transactions  involving a gift of
equity.  All appraisals  should conform to the Uniform Standards of Professional
Appraisal Practices. OwnIt requires the underwriter to review all appraisals for
content and accuracy, pulling additional data if available or warranted. Certain
types of transactions  require an enhanced desk or field review. Loan amounts in
excess of $650,000  require a second full appraisal.  The minimum square footage
is 700 and deferred  maintenance must be cosmetic in nature,  not resulting in a
health or safety hazard and should not exceed $3,500 cost to cure.              

Lime Financial Services Ltd., as Originator                                     

General                                                             

      LIME Financial Services,  LTD.,  ("LIME"),  is an Oregon corporation and a
wholly owned  subsidiary  of LIME  Holdings  LLC, a Delaware  limited  liability
company.                                                                        

      LIME  is  a  wholesale  non  prime  residential   mortgage  lender.   LIME
originates,  finances,  services and sells 1st and 2nd mortgage loans secured by
residential property.  LIME accepts mortgage loan applications through a network
of independent mortgage brokers. LIME funds loans for non prime residential home
buyers and owners who are customers of the brokers.  LIME funds loans based upon
the borrower's ability to repay the loan and the adequacy of the collateral.    

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      LIME uses  secured  credit  facilities  to finance  loans from the time of
origination  until the loan is sold.  LIME typically holds loans for a period of
30 to 90 days and then sells them in a pool.                                    

      LIME is  currently  lending  in or  licensed  to lend in 48 states and the
District of Columbia. LIME is headquartered in Lake Oswego, Oregon.             

      Founded in 1999, LIME turned its focus to wholesale non prime  residential
lending in 2003 which is now LIME's sole business. Lime's founders have a record
of non prime experience.  Lime's founders  previously  founded Trillium Mortgage
which was acquired by First  Franklin and Meritage  Mortgage which is now a part
of NetBank.                                                                     

Underwriting Standards                                              

      The mortgage loans have been originated to the internal guidelines of LIME
as described in this  section.  The  following is a summary of the  underwriting
standards  generally  applied  by LIME  and does not  purport  to be a  complete
description  of the  underwriting  standards or the  underwriting  guidelines of
LIME.                                                                           

      LIME's underwriting  standards and underwriting  guidelines  generally are
intended to evaluate the  prospective  borrower's  credit standing and repayment
ability and the value and adequacy of the mortgaged property as collateral.  All
mortgage loans are manually underwritten, in which case an underwriter reviews a
loan application and supporting documentation,  if required, and a credit report
of the borrower, and based on that review determines whether to originate a loan
in the amount and with the terms stated in the loan application.                

      Prospective borrowers are required to complete a standard loan application
in which they may provide financial  information regarding such factors as their
assets, liabilities and related monthly payments, income, employment history and
credit history.  Each borrower also provides an authorization to access a credit
report that summarizes the borrower's credit history.                           

Evaluation of the Borrower's Credit Standing                        

      To evaluate a prospective  borrower's credit history, the loan underwriter
obtains  a credit  report  relating  to the  borrower  from  two or more  credit
reporting  companies,  usually in the form of a merged credit report. The credit
report typically contains information relating to such matters as credit history
with local and national merchants and lenders, installment debt payments and any
record of defaults, bankruptcy,  repossession, suits or judgments. In most cases
the credit report provides a credit score for the borrower,  which  represents a
numerical weighing of the borrower's credit  characteristics.  Credit scores are
designed to assess a borrower's creditworthiness and likelihood to default on an
obligation  over a  defined  period  (usually  two to  three  years)  based on a
borrower's  credit history.  Credit scores do not necessarily  correspond to the
probability  of default  over the life of a mortgage  loan  because they reflect
past credit history, rather than an assessment of future payment performance. In
addition,  credit  scores only  indicate  general  creditworthiness,  and credit
scores are not intended to  specifically  apply to mortgage debt.  Credit scores
range from approximately 250 to approximately 900, with higher scores indicating
more favorable  credit history.  If the loan  underwriter  obtains credit scores
from three credit  reporting  companies,  the middle  score is used,  and if two
credit  scores  are  obtained,  the  lowest  score  is  used.  In  the  case  of
co-borrowers,  the  credit  score  for the  borrower  making a  majority  of the
household  income is used.  Minimum  credit  scores  are  required  for all loan
products and loan programs.  And borrowers without a credit score do not qualify
for any loan programs with LIME.                                                

Evaluation of the Borrower's Repayment Ability                      

      In considering a prospective  borrower's ability to repay a mortgage loan,
the loan underwriter  considers the ratio of the borrower's  mortgage  payments,
property taxes and other monthly housing expenses to the borrower's gross income
(referred to as the  "housing-to-income  ratio" or "front end  ratio"),  and the
ratio of the borrower's total monthly debt (including  non-housing  expenses) to
the borrower's gross income (referred to as the "debt-to-income  ratio" or "back
end  ratio").  The maximum  acceptable  ratios may vary  depending on other loan
factors, such as loan amount and loan purpose, loan-to-value ratio, credit score
and the availability of other liquid assets.  Exceptions to the ratio guidelines
are  typically  not  allowed.  LIME does not offer no ratio or no  documentation
programs.                                                                       

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Evaluation of the Adequacy of the Collateral                        

      The adequacy of the  mortgaged  property as  collateral is determined by a
full appraisal made in accordance with pre-established  appraisal guidelines. At
origination,  all appraisals are required to conform to the Uniform Standards of
Professional  Appraisal Practice adopted by the Appraisal Standards Board of the
Appraisal  Foundation,  and are made on forms  acceptable  to Fannie  Mae and/or
Freddie Mac. LIME requires  that the appraiser  personally  inspect the property
and verify whether the property is in adequate condition and, if the property is
new construction, whether it is fully completed. Additionally, a automated value
(AVM) is pulled on each loan at origination to validate the full appraisal.  The
valuation in both the AVM and  appraisal  is based upon market data  analysis of
recent sales of comparable  properties  and, in some cases,  a replacement  cost
analysis  based on the current  cost of  constructing  or  purchasing  a similar
property. Title insurance is required for all mortgage loans.                   

Documentation Programs                                              

      Each  mortgage  loan  has been  underwritten  under  one of the  following
documentation  programs.  Under a full or bank statement  documentation program,
the income as stated in the prospective  borrower's loan application is verified
through  receipt  of the  borrower's  most  recent  pay stub and  receipt of the
borrower's most recent W-2 form (or forms)  reflecting a minimum of 12 months of
income,  12 or 24 months of personal or business bank statements or, in the case
of  self-employed  borrowers or borrowers  who derive a  substantial  portion of
their  income  from  commissions,  receipt  of two years of  personal  (and,  if
applicable,  business) tax returns. For self-employed borrowers, profit and loss
statements  may also be required.  In addition,  the  borrower's  employment  is
verified with the employer by telephone.                                        

Exceptions to Program Parameters                                    

      Exceptions to the underwriting  standards described above may be made on a
case-by-case  basis if  compensating  factors are present.  In those cases,  the
basis for the exception is documented. Compensating factors may include, but are
not limited to, low loan-to-value  ratio, low  debt-to-income  ratio, good, deep
credit history,  the availability of other liquid assets,  stable employment and
time in residence at the prospective  borrower's current address.  Exceptions to
credit score and loan to values are not allowed.                                

 STATIC POOL INFORMATION

      The depositor  will make  available any of the sponsor's  material  static
pool  information as required under the SEC's rules and regulations on a website
on the world wide web. The static pool information  material to this offering of
certificates  is  located  in  the  hyperlinks  labeled  "HEAT  2006-7  Original
Portfolio  Characteristic  Portfolio.pdf" and "HEAT 2006-7 Performance Data.pdf"
at http://www.credit-suisse.HEAT.static-pool.com.  Access to this web address is
unrestricted  and free of  charge.  The static  pool  information  includes  (i)
information about the original characteristics of each prior securitized pool as
of the  cut-off  date for that pool and (ii)  delinquency,  loss and  prepayment
information about each prior securitized pool.                                  

      The static pool  information is not deemed to be a part of this prospectus
or the  registration  statement of which this prospectus is a part to the extent
that  the  static  pool  information  relates  to (a) any  trust  fund  that was
established before January 1, 2006 and (b) information relating to assets of any
trust fund established on or after January 1, 2006, which information relates to
periods prior to January 1, 2006.                                               

      There can be no  assurances  that the rates of  delinquencies,  losses and
prepayments  experienced  by the prior  securitized  pools will be comparable to
delinquencies, losses and prepayments expected to be experienced by the mortgage
loans owned by the issuing entity.                                              

 AFFILIATES AND RELATED TRANSACTIONS

      The sponsor, the depositor and the underwriter are affiliated entities and
wholly  owned  subsidiaries  of Credit  Suisse  Holdings  (USA),  Inc.  The Swap
Counterparty  is an affiliate of Credit Suisse Holding (USA),  Inc. In addition,
on October 4, 2005,  Credit  Suisse  (USA),  Inc.,  an affiliate of the sponsor,
acquired  all  of  the  outstanding   stock  of  SPS's  parent  from  the  prior
shareholders. There is not currently and there was not during the past two years

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any material business  relationship,  arrangement or other understanding between
any of the sponsor, the depositor,  the underwriter or SPS that was entered into
outside  the  ordinary  course of  business of each such party or on terms other
than  would  be  obtained  in an  arm's  length  transaction  with  unaffiliated
entities.                                                                       

THE SPONSOR AND THE SELLER

      DLJ Mortgage Capital, Inc., a Delaware corporation ("DLJMC"),  is referred
to in  this  prospectus  supplement  as the  "sponsor"  and  the  "seller."  Its
executive  offices are located at 11 Madison  Avenue,  New York,  NY 10010.  The
sponsor is an affiliate of the depositor, the underwriter, the Swap Counterparty
and SPS.                                                                        

      The sponsor,  together with its affiliates, is involved in mortgage-backed
securitizations  and other structured  financing  arrangements.  The sponsor has
been engaged in the  securitization  of assets since its  inception in 1988.  In
connection with these  activities,  the sponsor uses special  purpose  entities,
such as the depositor,  primarily for (but not limited to) the securitization of
residential mortgages and home equity loans.                                    

      From the period  beginning  January 1, 2006 and ending June 30, 2006,  the
sponsor publicly securitized approximately $16 billion of residential mortgages.

      In the normal course of its securitization  program,  the sponsor acquires
mortgage  loans from third party  originators  and through its  affiliates.  The
sponsor or its affiliates  structure  securitization  transactions  in which the
mortgage loans are sold to the depositor and the depositor issues the securities
supported by the cash flows  generated by the mortgage  loans and secured by the
mortgage loans. The sponsor will make certain  representations and warranties to
the  depositor  and  the  trustee  regarding  the  mortgage  loans  and if  such
representations and warranties are breached,  the sponsor may have an obligation
to repurchase or substitute  such mortgage loans from the depositor (or directly
from the trustee).  To mitigate these risks, however, to the extent the mortgage
loans being securitized have been originated by third parties,  the sponsor will
generally  obtain  appropriate  representations  and warranties from these third
parties upon the acquisition of such mortgage loans.                            

 THE DEPOSITOR

      Credit Suisse First Boston Mortgage  Securities Corp., the depositor,  was
incorporated  in the State of Delaware on December 31, 1985,  as a  wholly-owned
subsidiary  of First  Boston  Securities  Corporation,  the  name of  which  was
subsequently  changed to Credit Suisse First Boston Securities  Corporation,  or
CSFBSC.  CSFBSC,  the name of which was  subsequently  changed to Credit  Suisse
First Boston  Management LLC and more recently to Credit Suisse  Management LLC,
is an indirect wholly-owned subsidiary of Credit Suisse Holdings (USA), Inc. The
principal  executive  offices of the depositor are located at 11 Madison Avenue,
New York, N.Y. 10010. Its telephone number is (212) 325-2000.                   

      For more information  regarding the Depositor,  see "The Depositor" in the
prospectus.                                                                     

THE ISSUING ENTITY

      On the closing date,  and until the  termination  of the trust pursuant to
the pooling  and  servicing  agreement,  Home  Equity  Asset  Trust  2006-7 (the
"issuing  entity") will be a common law trust formed under the laws of the state
of New York.  The issuing entity will be created under the pooling and servicing
agreement by the depositor and its assets will consist of the trust fund. On the
closing  date,  the  depositor  will make an initial  deposit of $5,000 into the
Basis Risk Reserve Fund on behalf of the issuing entity. The issuing entity will
not have any  liabilities  as of the  closing  date.  The fiscal year end of the
issuing entity will be December 31 of each year.                                

      On or prior to the closing  date,  the mortgage  loans and related  assets
that support the certificates  will be sold by the sponsor to the depositor.  On
the closing date,  the depositor will sell the mortgage loans and related assets
to the  issuing  entity.  In  exchange  for the  mortgage  loans and the related
assets,  the trust  will  issue the  certificates  pursuant  to the order of the
depositor.                                                                      

      In addition,  on the closing date the Supplemental  Interest Trust will be
created under the pooling and servicing  agreement,  and its assets will consist
of the Swap  Agreement and such assets as from time to time are                 

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deposited in the Supplemental  Interest Account. The Supplemental Interest Trust
will be a common  law  trust  formed  under  the laws of the  state of New York.
Certain assets of the Supplemental  Interest Trust are payable under the pooling
and servicing agreement to the trust. See "Description of the  Certificates--The
Swap Agreement" herein.                                                         

      The issuing entity will not have any employees, officers or directors. The
trustee, the depositor,  the servicers,  any special servicer and the custodians
will act on behalf of the issuing entity,  and may only perform those actions on
behalf of the issuing  entity that are  specified  in the pooling and  servicing
agreement or the related custodial agreement, as applicable.                    

      The trustee,  on behalf of the issuing  entity,  is only permitted to take
such  actions  as are  specifically  set  forth  in the  pooling  and  servicing
agreement.  Under the pooling and servicing agreement,  the trustee on behalf of
the  issuing  entity  will not have the power to issue  additional  certificates
representing interests in the trust, borrow money on behalf of the trust or make
loans  from the  assets  of the  trust to any  person  or  entity,  without  the
amendment of the pooling and servicing agreement.                               

      If  the  assets  of  the  issuing  entity  are  insufficient  to  pay  the
certificateholders  all principal and interest owed, holders of certificates may
not receive all of their  expected  payments of interest and  principal  and may
suffer a loss. The issuing entity,  as a common law trust, is not eligible to be
a debtor in a bankruptcy proceeding.  In the event of bankruptcy of the sponsor,
the  depositor or any  originator,  it is not  anticipated  that the trust would
become part of the bankruptcy  estate or subject to the bankruptcy  control of a
third party.                                                                    

 THE SWAP COUNTERPARTY

      Credit Suisse International  ("CSi") was incorporated in England and Wales
under the Companies Act 1985 on May 9, 1990 with  registered no. 2500199 and was
re-registered as unlimited under the name "Credit Suisse Financial  Products" on
July 6, 1990.  Its registered  office and principal  place of business is at One
Cabot  Square,  London E14 4QJ.  CSi is an English  bank and is  regulated  as a
European Union credit  institution by The Financial  Services  Authority ("FSA")
under the Financial Services and Markets Act 2000. The FSA has issued a scope of
permission notice  authorizing CSi to carry out specified  regulated  investment
activities. Effective as of March 27, 2000, Credit Suisse Financial Products was
renamed "Credit Suisse First Boston  International" and, effective as of January
16,  2006,  was  renamed  "Credit  Suisse  International".  These  changes  were
renamings only.                                                                 

      CSi is an unlimited  liability company and, as such, its shareholders have
a joint,  several and  unlimited  obligation  to meet any  insufficiency  in the
assets of CSi in the event of its liquidation.  CSi's ordinary voting shares are
owned, as to 56%, by Credit Suisse, as to 24%, by Credit Suisse  (International)
Holding AG and, as to 20%, by Credit  Suisse Group.  CSi  commenced  business on
July 16,  1990.  Its  principal  business is banking,  including  the trading of
derivative  products  linked to  interest  rates,  equities,  foreign  exchange,
commodities and credit.                                                         

      CSi has been  assigned  a senior  unsecured  debt  rating of "AA-  (stable
outlook)" by Standard & Poor's Ratings  Services,  a division of The McGraw-Hill
Companies,  Inc.,  a senior debt  rating of "Aa3  (stable  outlook)"  by Moody's
Investors Service Inc. and a long-term rating of "AA- (stable outlook)" by Fitch
Ratings.                                                                        

      CSi is an affiliate of the depositor, the seller, the underwriter and SPS.

      The "significance  percentage," as calculated in accordance with Item 1115
of Regulation AB, is less than 10%.                                             

 SERVICING OF THE MORTGAGE LOANS

General                                                                         

      Under the pooling and  servicing  agreement,  Wells Fargo Bank will act as
servicer of approximately 5.0% of the initial mortgage loans and SPS will act as
servicer of  approximately  95.0% of the initial mortgage loans, in each case by
aggregate principal balance as of September 1, 2006.                            

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      Each servicer will be  responsible  for servicing the mortgage loans under
the terms of the pooling and servicing agreement, employing that degree of skill
and care  which it employs  in  servicing  mortgage  loans  comparable  to those
mortgage loans it services for itself or others. No servicer or special servicer
will have any servicing  obligations  with respect to the mortgage loans it does
not service.                                                                    

      Each  servicer  will make  reasonable  efforts  to  collect or cause to be
collected all payments called for under the terms and provisions of the mortgage
loans it services and, to the extent those  procedures are  consistent  with the
pooling and  servicing  agreement,  will  follow  collection  procedures  as are
followed for mortgage loans comparable to the mortgage loans in the trust in the
local areas  where each  mortgaged  property  is located.  Under the pooling and
servicing agreement,  each servicer will establish and maintain,  or cause to be
established and maintained, one or more collection accounts, into which deposits
will be made on a daily basis  within two  business  days of receipt of payments
and  collections  on the  mortgage  loans  serviced  by it,  net of the  related
servicing  compensation  payable to the related  servicer.  Funds  credited to a
collection  account  may be  invested  for the  benefit  and at the  risk of the
related  servicer in  permitted  investments,  as  described  in the pooling and
servicing  agreement,  that are  scheduled  to mature on or prior to the related
servicer  remittance  date. No collection  account may be commingled  with other
similar accounts that a servicer maintains.                                     

      Under  certain  circumstances  when a  mortgage  loan is in  default or if
default is reasonably foreseeable,  and if determined by the applicable servicer
to be in the best interest of the  certificateholders,  the applicable  servicer
may permit certain servicing  modifications of the mortgage loan, subject to the
limitations set forth in the pooling and servicing agreement.                   

      The  pooling  and  servicing  agreement  prohibits  the  resignation  of a
servicer except upon (a) appointment of a successor servicer or special servicer
(which  may be with  respect  to all or a portion  of the  mortgage  loans)  and
receipt  by the  trustee  of a  letter  from  each  rating  agency  that  such a
resignation  and  appointment  will not result in a downgrading of the rating of
any of the certificates or (b) a determination that its duties thereunder are no
longer permitted under applicable law as evidenced by an opinion of counsel.  In
connection  with the  appointment  of a  successor  servicer,  the  pooling  and
servicing    agreement   may   be   amended   without   the   consent   of   the
certificateholders,  provided  the  rating  agencies  confirm  the rating of the
certificates giving effect to the amendment.                                    

      Under the pooling and  servicing  agreement,  a servicer may contract with
subservicers to perform some or all of its servicing  duties.  Regardless of its
servicing arrangement, each servicer will remain liable for its servicing duties
and  obligations  under the pooling and servicing  agreement as if that servicer
alone were servicing the mortgage loans.                                        

Wells Fargo Bank, N.A., as Servicer                                             

      Servicing  Experience.  Wells Fargo Bank, N.A.  ("Wells Fargo Bank") is an
indirect,  wholly-owned subsidiary of Wells Fargo & Company. Wells Fargo Bank is
a national  banking  association  and is  engaged in a wide range of  activities
typical of a national bank. Wells Fargo Bank,  including its  predecessors,  has
many years of experience in servicing  residential  mortgage  loans,  commercial
mortgage  loans,  auto loans,  home equity loans,  credit card  receivables  and
student loans. Wells Fargo Bank, including its predecessors,  has been servicing
residential   mortgage  loans  since  1974  and  has  been  servicing   subprime
residential mortgage loans since 1996. These servicing activities, which include
collections, loss mitigation, default reporting, bankruptcy, foreclosure and REO
Property management, are handled at various Wells Fargo Bank locations including
Frederick, Maryland, Fort Mill, South Carolina and other mortgage loan servicing
centers.  As of the date  hereof,  Wells  Fargo  Bank has not failed to make any
required  advance with respect to any issuance of  residential  mortgage  backed
securities.                                                                     

      Wells Fargo Bank's  servicing  portfolio  of  residential  mortgage  loans
(which includes Fixed Rate First Lien Subprime Loans, Adjustable Rate First Lien
Subprime  Loans  and  Second  Lien  Subprime  Loans  as well as  other  types of
residential  mortgage  loans  serviced  by Wells  Fargo  Bank)  has  grown  from
approximately  $450  billion  as of the  end of  2000  to  approximately  $1.005
trillion  as of the end of 2005.  The  table  below  sets  forth for each of the
periods  indicated  the  number  and  aggregate  original  principal  balance of
mortgage  loans  serviced by Wells Fargo Bank  (other  than any  mortgage  loans
serviced for Fannie Mae, Freddie Mac and Federal Home Loan Banks; mortgage loans
insured or guaranteed by the Government National Mortgage  Association,  Federal
Housing Administration or Department of Veterans Affairs; or mortgage loans with
respect to which Wells Fargo Bank has                                           

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acquired the servicing rights, acts as subservicer, or acts as special servicer)
for First Lien Subprime Loans and Second Lien Subprime Loans:                   

                                                        [Enlarge/Download Table]

                                       As of                     As of                      As of               
                                 December 31, 2003         December 31, 2004          December 31, 2005         
                                 -----------------         -----------------          -----------------         
                                           Aggregate                   Aggregate                    Aggregate   
                                           Original                    Original                     Original    
                                           Principal                   Principal                    Principal   
Asset                       No. of        Balance of       No. of     Balance of    No. of         Balance of   
Type                        Loans            Loans         Loans         Loans      Loans             Loans     
-----                       ------        -----------      ------     ----------    ------         ----------   
                                                                                                                
First Lien Subprime Loans   91,491      $12,527,230,580  136,814    $19,729,933,615  174,704     $26,301,059,617

Second Lien Subprime Loans      *              *             *             *             *              *       

----------                                                                      
*     Wells Fargo Bank does not have a material  servicing  portfolio  of Second
Lien Subprime Loans for the periods indicated.                      

      Servicing  Procedures.  Shortly after the funding of a loan, various types
of loan  information are loaded into Wells Fargo Bank's automated loan servicing
system.  Wells Fargo Bank then makes reasonable  efforts to collect all payments
called for under the  mortgage  loan  documents  and will,  consistent  with the
applicable  servicing agreement and any pool insurance policy,  primary mortgage
insurance  policy,  bankruptcy  bond or  alternative  arrangements,  follow such
collection procedures as are customary with respect to loans that are comparable
to the mortgage loans.  Wells Fargo Bank may, in its  discretion,  (i) waive any
assumption  fee, late payment or other charge in connection with a mortgage loan
and (ii) to the extent not inconsistent  with the coverage of such mortgage loan
by a pool insurance policy,  primary mortgage insurance policy,  bankruptcy bond
or alternative  arrangements,  if applicable,  waive, vary or modify any term of
any mortgage loan or consent to the  postponement of strict  compliance with any
such term or in any matter  grant  indulgence  to any  borrower,  subject to the
limitations set forth in the applicable servicing agreement.                    

         Wells Fargo Bank's  collections  policy is designed to identify payment
problems  sufficiently  early  to  permit  Wells  Fargo  Bank  to  address  such
delinquency  problems  and,  when  necessary,  to act to  preserve  equity  in a
pre-foreclosure  mortgaged property.  Borrowers are billed on a monthly basis in
advance of the due date. If a borrower  attempts to use Wells Fargo Bank's Voice
Response Unit ("VRU") to obtain loan  information  on or after a date on which a
late charge is due, the VRU  automatically  transfers the call to the collection
area.  Collection  procedures commence upon identification of a past due account
by Wells Fargo  Bank's  automated  servicing  system.  If timely  payment is not
received,  Wells Fargo Bank's  automated  loan  servicing  system  automatically
places  the  mortgage  loan in the  assigned  collection  queue  and  collection
procedures are generally  initiated on the 5th day of  delinquency.  The account
remains  in the queue  unless and until a payment is  received,  at which  point
Wells Fargo Bank's  automated loan servicing  system  automatically  removes the
mortgage loan from that collection queue.                                       

      When a mortgage  loan  appears in a  collection  queue,  a collector  will
telephone  to remind the  borrower  that a payment is due.  Follow-up  telephone
contacts with the borrower are  attempted  until the account is current or other
payment  arrangements  have been made.  When  contact is made with a  delinquent
borrower,  collectors  present such borrower with  alternative  payment methods,
such as  Western  Union,  Phone  Pay and  Quick  Collect,  in order to  expedite
payments. Standard form letters are utilized when attempts to reach the borrower
by  telephone  fail  and/or  in some  circumstances,  to  supplement  the  phone
contacts.  Company collectors have computer access to telephone numbers, payment
histories,  loan  information  and all past collection  notes.  Wells Fargo Bank
supplements the collectors'  efforts with advanced technology such as predictive
dialers and statistical  behavioral software used to determine the optimal times
to call a particular customer. Additionally,  collectors may attempt to mitigate
losses through the use of behavioral or other models that are designed to assist
in identifying  workout  options in the early stages of  delinquency.  For those
loans in which collection  efforts have been exhausted  without  success,  Wells
Fargo Bank  determines  whether  foreclosure  proceedings are  appropriate.  The
course of action  elected with respect to a delinquent  mortgage loan  generally
will be guided by a number of factors,  including the related borrower's payment
history,  ability and  willingness  to pay, the  condition  and occupancy of the
mortgaged property,  the amount of borrower equity in the mortgaged property and
whether there are any junior liens.                                             

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      Regulations and practices  regarding the liquidation of properties  (e.g.,
foreclosure)  and the rights of a borrower in default vary greatly from state to
state. As such, all foreclosures  are assigned to outside  counsel,  licensed to
practice  in the same state as the  mortgaged  property.  Bankruptcies  filed by
borrowers are similarly  assigned to appropriate  local  counsel.  Communication
with  foreclosure  and bankruptcy  attorneys is maintained  through the use of a
software  program,  thus  reducing  the need  for  phone  calls  and  faxes  and
simultaneously  creating a permanent record of communication.  Attorney timeline
performance is managed using quarterly  report cards. The status of foreclosures
and  bankruptcies  is  monitored  by Wells  Fargo Bank  through  its use of such
software  system.   Bankruptcy  filing  and  release   information  is  received
electronically from a third-party notification vendor.                          

      Prior to a  foreclosure  sale,  Wells Fargo Bank  performs a market  value
analysis.  This  analysis  includes:  (i) a current  valuation of the  mortgaged
property  obtained  through a  drive-by  appraisal  or  broker's  price  opinion
conducted  by an  independent  appraiser  and/or a broker from a network of real
estate  brokers,  complete with a description  of the condition of the mortgaged
property,  as well as other information such as recent price lists of comparable
properties, recent closed comparables,  estimated marketing time and required or
suggested repairs, and an estimate of the sales price; (ii) an evaluation of the
amount owed, if any, for real estate taxes; and (iii) estimated  carrying costs,
brokers' fees,  repair costs and other related costs associated with real estate
owned  properties.  Wells Fargo Bank bases the amount it will bid at foreclosure
sales on this  analysis.  In the case of second  lien  loans,  Wells  Fargo Bank
performs a net present value  analysis to determine  whether to refer the second
lien loan to foreclosure or to charge it off.                                   

      If Wells Fargo Bank acquires title to a property at a foreclosure  sale or
otherwise,  it obtains an  estimate of the sale price of the  property  and then
hires one or more real estate  brokers to begin  marketing the property.  If the
mortgaged  property is not vacant when acquired,  local  eviction  attorneys are
hired to  commence  eviction  proceedings  and/or  negotiations  are  held  with
occupants in an attempt to get them to vacate  without  incurring the additional
time and cost of eviction.  Repairs are performed if it is determined  that they
will increase the net liquidation  proceeds,  taking into consideration the cost
of repairs, the carrying costs during the repair period and the marketability of
the property both before and after the repairs.                                 

      Wells Fargo Bank's loan  servicing  software also tracks and maintains tax
and homeowners'  insurance information and tax and insurance escrow information.
Expiration reports are generated  periodically listing all policies scheduled to
expire.  When policies  lapse,  a letter is  automatically  generated and issued
advising the borrower of such lapse and  notifying the borrower that Wells Fargo
Bank will obtain lender-placed insurance at the borrower's expense.             

Select Portfolio Servicing, Inc., as Servicer                                   

      Select Portfolio Servicing, Inc. ("SPS") will act as a servicer of certain
mortgage  loans  pursuant  to the  pooling and  servicing  agreement.  SPS is an
experienced  residential  mortgage loan servicer that services a loan  portfolio
including Alt-A, subprime and non-performing assets.                            

      SPS was  incorporated  on February 24, 1989 under the laws of the State of
Utah. SPS commenced  mortgage  servicing  operations in 1989 for its own account
and has managed and serviced  third-party  subprime and non-performing  mortgage
loan portfolios since 1994. SPS began servicing  third-party Alt-A mortgage loan
portfolios  in 2002.  On June 30,  2004,  SPS  changed  its name from  Fairbanks
Capital Corp. to Select  Portfolio  Servicing,  Inc. On October 4, 2005,  Credit
Suisse First Boston  (USA),  Inc., an affiliate of the depositor and the seller,
acquired  all  of  the  outstanding   stock  of  SPS's  parent  from  the  prior
shareholders.  An affiliate of the depositor is also a lender under one of SPS's
credit  facilities.  SPS's  corporate  offices  are  located  at 3815 South West
Temple,  Salt Lake City, Utah 84115. SPS conducts  operations in Salt Lake City,
Utah and Jacksonville, Florida.                                                 

      SPS is  approved  by  HUD as a  non-supervised  mortgagee  with  servicing
approval,   and  is  a  Fannie   Mae-approved   seller/servicer  and  a  Freddie
Mac-approved servicer engaged in the servicing of first and junior lien mortgage
loans.                                                                          

      SPS maintains an "Average" rating with a "Positive"  outlook with Standard
and Poor's Ratings Services, a division of the McGraw-Hill  Companies,  Inc. and
an "SQ2-" rating with Moody's Investors Service. Fitch Ratings                  

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has given SPS the following  residential  primary servicer  ratings:  "RPS2" for
subprime, home equity and Alt-A products and "RSS2" for special servicing.      

      To SPS's knowledge,  no prior  securitizations of mortgage loans involving
SPS and of a type similar to the assets included in the current transaction have
defaulted or experienced an early  amortization or other performance  triggering
event because of SPS's servicing during the past three years.                   

      In the past three years,  SPS has not failed to make any required  advance
with respect to any securitization of mortgage loans.                           

      SPS  believes  that  there  is not a  material  risk  that  its  financial
condition will have any adverse effect on any aspect of its servicing that could
have a material  impact on the mortgage pool  performance or the  performance of
the securities.                                                                 

      SPS has been involved in various  legal and  regulatory  proceedings.  See
"Risk  Factors  -  Recent   Developments   Affecting  SPS"  in  this  prospectus
supplement.                                                                     

      The size and  composition  of and changes in SPS's  portfolio of assets of
the type included in the current transaction are as follows:                    

------------------------------------------------------------------------------- 
Subprime First Lien Loans       
------------------------------------------------------------------------------- 
December 31               Number of Loans        Unpaid Principal Balance 
------------------------------------------------------------------------------- 
2000                       156,503                 $11,561,328,549  
------------------------------------------------------------------------------- 
2001                       182,166                 $12,788,766,133  
------------------------------------------------------------------------------- 
2002                       415,178                 $36,442,671,225  
------------------------------------------------------------------------------- 
2003                       306,508                 $27,116,674,323  
------------------------------------------------------------------------------- 
2004                       204,682                 $16,147,260,850  
------------------------------------------------------------------------------- 
2005                       181,972                 $17,853,515,524  
------------------------------------------------------------------------------- 
June 30, 2006                  178,088                 $19,013,911,795      
------------------------------------------------------------------------------- 

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------------------------------------------------------------------------------- 
Junior Lien Loans       

------------------------------------------------------------------------------- 
 December 31               Number of Loans        Unpaid Principal Balance
------------------------------------------------------------------------------- 
2000                        17,744                  $497,085,065  
------------------------------------------------------------------------------- 
2001                        43,768                 $1,316,889,156 
------------------------------------------------------------------------------- 
2002                        78,046                 $2,378,774,293 
------------------------------------------------------------------------------- 
2003                        49,962                 $1,440,534,831 
------------------------------------------------------------------------------- 
2004                        32,357                  $863,199,199  
------------------------------------------------------------------------------- 
2005                        30,621                  $955,521,650  
------------------------------------------------------------------------------- 
June 30, 2006                   33,905                 $1,226,278,550     
------------------------------------------------------------------------------- 

      The  following  summary  describes  certain of SPS's  relevant and current
servicing operations and procedures and is included for informational  purposes.
This summary does not purport to be a complete  description  of SPS's  servicing
operations and procedures and is qualified by reference to the provisions of the
pooling and servicing agreement as described in this prospectus  supplement.  In
fact,   the   obligations   of  SPS  to   service   the   mortgage   loans   for
certificateholders  are governed by the  provisions of the pooling and servicing
agreement  and certain of these  obligations  may result in the  application  of
different procedures than those described in the following summary. In addition,
SPS expects that from time to time its servicing  operations and procedures will
be modified and changed to address applicable legal and regulatory developments,
as well  as  other  economic  and  social  factors  that  impact  its  servicing
operations and procedures.  There can be no assurance,  and no representation is
made,  that the general  servicing  operations  and  procedures of SPS described
below will apply to each  mortgage  loan in the mortgage pool during the term of
such loan.                                                                      

      As an experienced  loan  servicer,  SPS has highly  developed  systems and
controls in place to manage its servicing of Alt-A,  subprime and non-performing
assets.  The servicing of such assets  requires a high level of  experience  and
sophistication  and involves  substantial  interaction  with customers.  This is
particularly true when a customer is experiencing financial difficulty or when a
loan  has  become   delinquent.   In  such  cases,   SPS  works  with  customers
individually,  encouraging  them to make  payments  timely,  working  on  missed
payments, and structuring individual solutions when appropriate.                

      In connection  with delinquent  mortgage loans,  the quality of contact is
critical to the successful resolution of the customer's  delinquency.  New hires
at SPS  receive a minimum  of four weeks  training  prior to being  placed  into
customer service positions having any customer  contact.  This training includes
general  orientation,  classroom  instruction on specific topics, and individual
mentoring  for customer  service  representatives.  SPS has detailed  compliance
matrices  designed for its customer  service  areas to ensure that each customer
call is productive and complies with applicable state and federal regulations.  

      SPS posts  mortgage  loan  payments on a daily basis.  Funds are typically
posted to a payment clearing account on the business day they are received.  SPS
transfers  funds  from the  payment  clearing  account to  individual  custodial
accounts within two business days of deposit into the payment clearing account. 

      SPS uses two methods of  determining  delinquencies,  depending on whether
the  related  servicing   agreement  requires   (expressly  or  by  implication)
application of the "MBA delinquency method" or the "OTS delinquency method". The
MBA delinquency  method treats a loan as 30-59 days delinquent when a payment is
contractually                                                                   

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past due 30 to 59 days.  For  example,  a loan due on the  first of the month is
considered  30 days  delinquent at close of business on the last day of the same
month.  The OTS  delinquency  method  includes a one month grace  period for the
purpose of  reporting  delinquencies.  This  method  treats a loan as 30-59 days
delinquent when a payment is contractually  past due 60 to 89 days. For example,
a loan due on the first of the month is considered  30 days  delinquent at close
of business on the last day of the following month.                             

      SPS uses equity valuation and management experience to determine the point
at which an asset should be charged off,  unless  different  criteria are called
for by the related servicing agreement.  This evaluation considers the length of
the delinquency; time elapsed since the last contact with the customer, any loss
of security to the property,  and the projected economic valuation of the asset.
SPS uses multiple methods for determining the point of charge-off,  depending on
the lien position of the related asset.                                         

      For example,  the general  criteria to  determine  whether to charge off a
junior lien loan is made  following the 180th day of  delinquency,  and is based
upon  whether a  broker's  price  opinion  obtained  following  the 120th day of
delinquency supports the assumption that a significant net recovery would not be
possible  through  foreclosure  proceedings or other  liquidation of the related
property. If SPS charges off a junior lien loan, resulting in a realized loss to
the security holder,  SPS will typically  continue to service the loan for up to
an additional  180 days. If, after such period,  SPS determines  that no further
net recoveries are reasonably expected, then SPS will consider the second lien a
complete write off and discontinue servicing.                                   

      SPS organizes  collections  efforts by stage of  delinquency.  The Primary
Collections group is responsible for early stage delinquency and is divided into
two core groups.  The Stage One collections group is responsible for loans up to
59 days past due (MBA methodology).  While associates in the Stage One group are
focused  on  collecting   payments  currently  owed,  they  will  also  identify
opportunities  to refer  customers  to the  Loan  Resolution  (loss  mitigation)
department.  Loans  that  are due for one or two  payments  as of the end of the
previous period are handled  jointly by the Stage Two collections  group and the
Loan Resolution department.  In this group, Stage Two collectors have discretion
to establish informal payment agreements of up to three months duration. Similar
to the Stage One team,  Stage Two associates also identify  customers who need a
formalized  forbearance  plan  or  require  other  loss  mitigation  assistance,
transferring  such customers to the Loan  Resolution  department for assistance.
Depending  upon prior loan  performance,  a significant  population of the loans
that are due for one or two  payments as of the end of the  previous  period are
worked  directly by the Loan  Resolution  department,  having been identified as
early loss mitigation candidates                                                

      Depending on the  circumstances  of a particular  loan,  customer  calling
campaigns in the Primary  Collections  group may start as early as the first day
of delinquency  and continue until the default has been resolved or the property
has been sold at foreclosure  sale. SPS has automated dialers which allow a high
degree of flexibility  in structuring  outbound  customer  calling  campaigns to
manage collection efforts and maximize loss mitigation efforts.                 

      Loss   mitigation   efforts  are  centralized  in  SPS's  Loan  Resolution
department.  A customer may be referred to the Loan Resolution department at any
depth of delinquency;  however, after the loan is due for three or more payments
as of the end of the  previous  period  it is  worked  exclusively  by the  Loan
Resolution department.                                                          

      SPS's  Loan  Resolution  department  handles  inbound  calls and  executes
outbound  customer  calling  campaigns  on loans  that are due for three or more
payments as of the end of the previous  period.  The Loan Resolution  staff also
utilizes letter campaigns to contact customers who may be candidates for workout
options.  All Loan Resolution  employees receive specialized training in various
loss mitigation  strategies and applicable state and federal  regulations.  Loan
Resolution  employees are trained to identify  potential causes for delinquency.
Once  contact  with the  customer  is  established,  the staff  will  attempt to
determine the customer's willingness and ability to pay using a proprietary loss
mitigation  model  developed by SPS.  Based on the results of  discussions  with
customers,  Loan Resolution employees consider several options to determine what
is expected to be the most favorable  resolution of the  delinquency,  including
forbearance  agreements  tailored  to  the  customer's  specific  circumstances,
reinstatement,  short sale, deed in lieu of foreclosure,  and loan modification.
Once a potential  resolution  has been  identified,  it is reviewed by a central
underwriting  group within the Loan  Resolution  department.  SPS has  automated
portions  of  this  loss  mitigation  underwriting.  Any  loan  that  fails  the
automation  is  immediately   referred  to  an  underwriter  for  more  detailed
assessment and review of the potential resolution.                              

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      In  connection  with  handling  delinquencies,  losses,  bankruptcies  and
recoveries, SPS has developed a sophisticated model, based upon updated property
values,  for projecting  the  anticipated  net recovery on each asset.  Property
valuations  are  generally  ordered  starting  at the  63rd  day of the  default
recovery  process of the delinquent  loan and then no more frequently than every
six (6) months.  The projected "net present value" is part of SPS's  proprietary
loss mitigation automation and assists staff with determining an appropriate and
reasonable  strategy  to  resolve  each  defaulted  loan  on  the  basis  of the
information  then available.  For junior lien loans,  this model also tracks the
status and  outstanding  balances  of any  senior  liens and  incorporates  this
information into the model.                                                     

      Before SPS refers any loan to foreclosure (or resumes foreclosure activity
after a delay),  the loan undergoes an extensive audit by the Consumer Assurance
Review  Department  (CARD).  The purpose of this audit is to identify  potential
servicing  errors or  disputes,  ensure  compliance  with all state and  federal
regulations,   and  ensure  that  each  loan  has  exhausted   loss   mitigation
opportunities  if the customer has an involuntary  hardship.  In addition to the
CARD audit,  each loan must pass an automated review process to confirm that the
loan  meets  SPS's  delinquency  criteria  and  that  the net  present  value is
sufficient to justify the foreclosure action.                                   

      SPS outsources some of the non customer contact aspects of its foreclosure
and bankruptcy  management to a national third party vendor. The vendor provides
SPS  with  web-based  tools  to  manage  default  timelines  and  with  enhanced
automation tools for imaging. SPS images critical documents for each loan in its
portfolio.   Although  SPS  has  outsourced  portions  of  its  foreclosure  and
bankruptcy work,  complex issues are managed internally by specially trained SPS
employees.                                                                      

      SPS utilizes daily automation tools to identify new bankruptcy filings and
employs  a  national  vendor  to  prepare  and file  proofs  of  claim.  SPS has
streamlined  cash posting for its  bankruptcy  files to maximize  cash flows and
identify non-performing loans.                                                  

      SPS's REO Department is responsible  for property  valuations and property
marketing and  disposition,  as well as property  inspections  and  preservation
work.  Once a property  has been  acquired  as REO,  a minimum  of two  property
valuations  are  obtained  to  determine  the asset  value and list  price.  All
valuations are reviewed and reconciled by valuation specialists prior to listing
the  property.  These  specialists  set  the  suggested  sales  price  and  make
recommendations for property repairs. New property valuations are obtained every
90 days and broker  status  reports are reviewed  monthly to ensure  appropriate
marketing efforts and consistency in the marketing  process.  SPS asset managers
have delegated approval to accept offers within pre-defined authority levels.   

      SPS has  created  an  internal  control  regimen  to ensure  that  company
policies and procedures are followed. These include internal audits performed by
our Servicing Risk Management team ("SRM"). Under SPS's risk assessment program,
all loan servicing  departments are responsible for identifying  operational and
financial  risks,  testing  internal  controls,   reporting  test  results,  and
undertaking corrective action, when appropriate.  The entire program is overseen
by SRM,  which  reports to SPS's Legal  Department  and is  independent  of loan
servicing departments.                                                          

      SPS is not the  document  custodian of most of the loans that it services.
SPS has an internal  department  which manages all document  requests from staff
and vendors.  The Document Control department works closely with the foreclosure
and bankruptcy  units and with third party  custodians to clear  assignments and
document exceptions.                                                            

      In connection with the servicing of mortgage loans, SPS outsources certain
tasks and business  processes related to the following loan servicing  functions
to companies within the United States:                                          

o     Print and mail services                                       
o     Foreclosure and bankruptcy processing                         
o     Title processing                                              
o     Tax payments and processing                                   
o     Insurance payments and claims processing                      
o     Flood zone determination and tracking                         

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      In addition, SPS typically outsources certain tasks and business processes
related to the following  loan  servicing  functions to an  outsourcing  company
operating in India:                                                             

o     Payoff quote preparation                                      
o     Property valuations for property preservation                 
o     Data integrity on newly boarded loan data                     
o     Validation of ARM changes                                     
o     Forbearance preparation                                       
o     REO invoice preparation                                       
o     Escrow analysis                                               
o     Junior lien analysis                                          
o     Reconveyance processing                                       
o     Back office research related to customer service              
o     MERS loan tracking                                            
o     Bankruptcy per-discharge audit                                
o     Credit bureau dispute research                                

This outsourcing company has no direct contact with SPS's customers.            

      SPS has made  significant  changes to several of its policies,  procedures
and core processes over the past three years. Some of the key changes include:  

o     Extending the new hire training period                        
o     Introducing a centralized call monitoring program             
      o     Increasing  involvement  of mid-senior  level managers in the hiring
process                                                 
    o     Implemented new incentive plans based on a true balanced scorecard
      o     Establishing  a Consumer  Ombudsman and a robust  Customer  Advocacy
            unit to effectively  manage dispute  resolution,  perform root cause
            analysis  and  identify  best  practices  and apply loss  mitigation
strategies                                              
      o     Reducing  numerous manual processes with the  implementation  of the
MSP Director platform and proprietary Select Plus system
      o     Customizing  training  programs  in  support  of  material  business
process changes                                         
      o     Establishing   offshore   outsourcing   relationships   to   improve
    efficiencies across a number of operational units within SPS
      o     Expanding the  pre-foreclosure  audit  process to include  review of
            closed  bankruptcy  matters,  written  repayment  plans, and pending
foreclosure sales                                       
      o     Implementing   automated   underwriting  for  loss  mitigation  with
escalated review of any denials                         
      o     Implementing   web-based   technology  for  management  of  timeline
processes                                               
o     Implementing web-based imaging technology                     

Advances from the Servicers                                                     

      Subject to the limitations  described  below, and only with respect to the
loans  serviced by it, each servicer will be required to advance,  prior to each
distribution  date,  from its own funds or amounts  received  from the  mortgage
loans it services that are not required to be distributed  on that  distribution
date,  an amount equal to the aggregate of payments of principal of and interest
on such mortgage loans, net of the related  servicing fee, which were due on the
previous due date and which were delinquent on the  determination  date for that
distribution date.                                                              

      In the event that a balloon loan is not paid in full on its maturity date,
the applicable  servicer will also be obligated to make advances with respect to
the assumed monthly payments that would have been due on such balloon loan based
upon the  original  amortization  schedule  for the loan,  unless such  servicer
determines  that the  advance  would  not be  recoverable.  In no  event  will a
servicer be obligated to advance the balloon payment due on any balloon loan.   

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      Advances are intended to maintain a regular flow of scheduled interest and
principal  payments  on the  certificates  rather  than to  guarantee  or insure
against  losses.  Each  servicer is  obligated to make  advances for  delinquent
payments of principal and/or of interest,  as applicable,  on each mortgage loan
it services to the extent that those advances are, in its  reasonable  judgment,
recoverable  from future  payments  and  collections  or  insurance  payments or
proceeds of liquidation of the related mortgage loan.  Subject to the foregoing,
each  servicer is  obligated to make  advances  through the  liquidation  of the
related  mortgaged   property.   If  the  related  servicer  determines  on  any
determination  date to make an advance,  that advance will be included  with the
distribution to the related certificateholders on the related distribution date.
Any failure by a servicer  to make an advance as required  under the pooling and
servicing  agreement  will  constitute an event of default under the pooling and
servicing  agreement  subject to a  specified  grace  period.  If a servicer  is
terminated as a result of the occurrence of an event of default, the trustee, in
its capacity as successor  servicer,  or such other  successor  servicer will be
obligated to make that advance,  in accordance with the terms of the pooling and
servicing  agreement.  For a  discussion  of other  events of default  under the
pooling and servicing agreement and the rights of the trustee in the case of any
event of default, see "Description of the  Certificates--Events  of Default" and
"--Rights Upon Event of Default" in the  prospectus.  The servicers shall not be
required to advance  shortfalls  of  principal  or interest  resulting  from the
application  of the  Servicemembers  Civil Relief Act, as amended,  or any other
similar state and local law (the "Relief Act").                                 

Appointment of Special Servicer; Specially Serviced Loans                       

      Subject  to  the  conditions  set  forth  in  the  pooling  and  servicing
agreement, the holder of the largest percentage interest of Class X Certificates
may,  at its  option,  appoint  a special  servicer  to act as  servicer  of any
mortgage loan that is delinquent 90 days or more or which is in foreclosure.  If
this option is exercised, the applicable servicer, at the direction of the Class
X Certificateholder,  shall transfer the servicing of such mortgage loan to such
special servicer. If the servicing of any mortgage loan which is 90 or more days
delinquent or which is in foreclosure  is transferred to such special  servicer,
such special  servicer  will be entitled to receive the  servicing fee and other
servicing  compensation  for each such mortgage  loan.  Upon the transfer of the
servicing of any such delinquent mortgage loan to a special servicer,  the prior
servicer of that mortgage loan will have no servicing  obligations  with respect
to that mortgage loan.                                                          

      In  addition,  subject  to the  conditions  set forth in the  pooling  and
servicing agreement,  the holder of the largest percentage interest of the Class
X Certificates also may, at its option, direct such special servicer to purchase
from the trust any  mortgage  loan  that is  delinquent  90 days or more for the
purpose of loss  mitigation.  That purchase shall be at a price equal to 100% of
the Stated Principal Balance of that mortgage loan plus accrued interest on that
mortgage  loan at the  applicable  mortgage  rate  from the date  through  which
interest was last paid by the related mortgagor to the first day of the month in
which that amount is to be distributed and any unreimbursed advances (other than
with respect to advances made by such special servicer) and transferring costs. 

      All  references  herein to servicer  include  any special  servicer in its
capacity  as a  servicer  of any such  mortgage  loans  under  the  pooling  and
servicing agreement, unless otherwise indicated.                                

The Credit Risk Manager                                                         

      Clayton  Fixed Income  Services  Inc.,  formerly  known as The  Murrayhill
Company,  a Colorado  corporation  (the "Credit Risk Manager"),  will act as the
trust's  representative in advising the servicers  regarding certain  delinquent
and defaulted mortgage loans and in monitoring and reporting to the depositor on
the performance of such mortgage  loans.  The Credit Risk Manager will rely upon
mortgage  loan data that is provided to it by the  servicers in  performing  its
advisory and monitoring functions.                                              

      The Credit Risk  Manager will be entitled to receive a Credit Risk Manager
fee until the  termination  of the trust or until its  removal  by a vote of the
holders  of  certificates  representing  at  least  66  2/3%  of  the  aggregate
outstanding Class Principal  Balance of the certificates.  Such fee will be paid
from the trust in accordance with the pooling and servicing agreement.          

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FEES AND EXPENSES OF THE TRUST

      The expense  fees (the  "Expense  Fees") are  payable out of the  interest
payments on each mortgage loan.  The weighted  average rate at which the Expense
Fees  accrue is  expected to be  approximately  0.52% per annum.  The sum of the
servicing fee rate and excess servicing fee rate is 0.50% per annum. The Expense
Fees consist of the servicing  fee,  excess  servicing fee (payable to the Class
A-IO-S  Certificates),  fees payable to the trustee,  fees payable to the Credit
Risk Manager and any lender paid mortgage  insurance premiums and are summarized
in the following table:                                                         

                                                        [Enlarge/Download Table]

                  Frequency                                                          How and When         
Fee Payable to:  of Payment:                  Amount of Fee:                         Fee Is Paid:         
---------------  -----------                  --------------                         ------------         
                                                                                                          
Servicers          Monthly    A monthly fee paid to each servicer out of interest  Deducted by each       
                              collections received from the related mortgage loan  servicer from the      
                              calculated on the outstanding principal balance of   related collection     
                              each such mortgage loan at an amount equal to 1/12   account in respect of  
                              of the product of (1) the stated principal balance   each mortgage loan     
                              of such mortgage loan as of the first day of the     serviced by that       
                              related due period and (2) the applicable servicing  servicer, before       
                              fee rate with respect to such mortgage loan.         payment of any         
                                                                                   amounts to             
                                                                                   certificateholders.    

                              All late payment fees, assumption fees and other     Retained by the        
                              similar charges (other than prepayment premiums).    applicable servicer.   
                              All investment earnings on amounts on deposit in                            
                              the related collection account.                                             

                              Any Prepayment Interest Excess.                      Deducted by each       
                                                                                   servicer from the      
                                                                                   related collection     
                                                                                   account in respect     
                                                                                   of each mortgage       
                                                                                   loan serviced by       
                                                                                   that servicer,         
                                                                                   before payment of      
                                                                                   any amounts to         
                                                                                   certificateholders.    

Trustee            Monthly    A monthly fee paid to the trustee out of the         Paid to the trustee    
                              Interest Remittance Amount calculated on the         on each distribution   
                              outstanding principal balance of each mortgage loan  date first, from the   
                              at an amount equal to 1/12 of the product of (1)     Interest Remittance    
                              the stated principal balance of such mortgage loan   Amount for loan group  
                              immediately prior to the related distribution date   2 and second, from     
                              and (2) the trustee fee rate.                        the Interest Remittance
                                                                                   Amount for loan        
                                                                                   group 1, before        
                                                                                   payments of interest   
                                                                                   to certificateholders. 

                              All investment earnings on amounts on deposit in     Retained by the        
                              the certificate account.                             trustee.               

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                                                        [Enlarge/Download Table]
                                                                                                        
Credit Risk Manager  Monthly  A monthly fee paid to the Credit Risk Manager out    Paid to the Credit   
                              of the Interest Remittance Amount calculated on the  Risk Manager on each 
                              outstanding principal balance of each mortgage loan  distribution date    
                              at an amount equal to 1/12 of the product of (1)     first, from the      
                              the stated principal balance of such mortgage loan   Interest Remittance  
                              immediately prior to the related distribution date   Amount for loan group
                              and (2) the credit risk manager fee rate.            2 and second, from   
                                                                                   the Interest         
                                                                                   Remittance Amount    
                                                                                   for loan group 1,    
                                                                                   before payments of   
                                                                                   interest to          
                                                                                   certificateholders.  

      Each servicer is obligated to pay some ongoing  expenses  associated  with
the trust  that it  incurs in  connection  with its  responsibilities  under the
pooling and servicing  agreement.  Certain other expenses of the servicers,  the
custodians,  the trustee and the credit risk manager will be  reimbursed  before
payments are made on the certificates.  Reimbursement of  indemnification  costs
and  expenses  of the  trustee  will  be  reimbursed  annually  up to an  amount
specified in the pooling and servicing agreement before payments of interest and
principal are made on the certificates.                                         

      The  amount of the  servicing  fee is subject to  adjustment  for  prepaid
mortgage loans, as described in this prospectus  supplement under  "--Adjustment
to Servicing Fee in Connection with Prepaid Mortgage Loans."                    

Adjustment to Servicing Fee in Connection with Prepaid Mortgage Loans           

      When a  principal  prepayment  in full is made  on a  mortgage  loan,  the
mortgagor  is  charged  interest  only for the  period  from the due date of the
immediately preceding monthly payment up to the date of that prepayment, instead
of for a full month. In most cases, partial principal prepayments are applied as
of the day of receipt,  with a resulting  reduction in interest  payable for the
month during which the partial principal prepayment is made.                    

      Each servicer is obligated to remit Compensating  Interest to the trust on
the related  servicer  remittance  date with  respect to each  mortgage  loan it
services. Compensating Interest is an amount equal to the lesser of:            

      o     any  shortfall  for  the  previous  month  in  interest  collections
            resulting from the timing of voluntary principal prepayments in full
            on the mortgage  loans that are made from the  fifteenth  day of the
            calendar month preceding such  distribution  date to the last day of
such month; and                                         

      o     the servicing fee that each servicer is entitled to receive from the
            trust on the  related  distribution  date,  which,  for  purposes of
            calculating  Compensating  Interest,  shall equal 0.50% per annum of
            the  aggregate  Stated  Principal  Balance  of  the  mortgage  loans
            (determined  as of the related due date)  serviced by that servicer,
  which may be in excess of the servicing fee payable to it.

      Any remaining  shortfall in interest  collections  resulting  from partial
principal  prepayments  and the timing of principal  prepayments in full, to the
extent not covered by excess interest collections,  may result in a shortfall in
interest distributions on the certificates.                                     

 DESCRIPTION OF THE CERTIFICATES

General                                                                         

      The certificates will be issued under the pooling and servicing agreement.
Described  below  in this  section  are  summaries  of the  specific  terms  and
provisions under which the certificates will be issued. The following           

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summaries do not purport to be complete and  additional  information is provided
in the provisions of the pooling and servicing agreement.                       

      The Home Equity Pass-Through  Certificates,  Series 2006-7 will consist of
the Class 1-A-1,  Class 2-A-1,  Class 2-A-2,  Class 2-A-3, Class 2-A-4, Class P,
Class A-IO-S and Class R Certificates, which are collectively referred to as the
senior  certificates,  and the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5,  Class M-6, Class M-7, Class M-8, Class B-1, Class B-2, Class B-3 and Class
X  Certificates,   which  are  collectively   referred  to  as  the  subordinate
certificates. The senior certificates (other than the Class A-IO-S and the Class
P  Certificates)  and the  subordinate  certificates  (other  than the Class B-3
Certificates and the Class X Certificates),  which are collectively  referred to
as  the  offered  certificates,  are  the  only  certificates  offered  by  this
prospectus  supplement.  The  classes  of  offered  certificates  will  have the
respective initial Class Principal  Balances subject to the permitted  variance,
and  pass-through  rates set forth or described  on page S-5 of this  prospectus
supplement. Any information contained in this prospectus supplement with respect
to the  certificates  other than the offered  certificates  is provided  only to
permit a better understanding of the offered certificates.                      

      As used  herein,  the Class 1-A-1  Certificates  primarily  relate to loan
group 1 and the Class R, Class 2-A-1,  Class 2-A-2,  Class 2-A-3 and Class 2-A-4
Certificates primarily relate to loan group 2. The Class P, Class A-IO-S and the
subordinate certificates relate to both loan group 1 and loan group 2.          

      The Class P  Certificates  will be  entitled to all  prepayment  penalties
received on the mortgage loans. The Class A-IO-S  Certificates  will be entitled
to receive the excess  servicing fee as described in this prospectus  supplement
under "Fees and Expenses of the Trust."                                         

      The Class X  Certificates  will be issued  without a  principal  amount or
interest rate, and will be entitled only to such amounts as are described herein
and in the pooling and servicing agreement.                                     

      Distributions  on the  certificates  will be made on the  25th day of each
month  or,  if such  25th day is not a  business  day,  on the  next  succeeding
business  day,  commencing  in October 2006, to the persons in whose names those
certificates  are registered as of the related record date. For any distribution
date and each class of offered certificates, the record date is the business day
immediately  preceding that distribution date so long as the certificates remain
in book-entry form and,  otherwise,  the last business day of the calendar month
immediately preceding the applicable distribution date.                         

      Distributions  on each  distribution  date will be made by check mailed to
the address of the person entitled to those  distributions  as it appears on the
applicable  certificate  register.  In the case of a certificateholder who holds
100% of a class of  certificates  or who holds  certificates  with an  aggregate
initial  certificate  balance or notional  balance of $1,000,000 or more and who
has so  notified  the  trustee in writing in  accordance  with the  pooling  and
servicing  agreement,  distributions on each  distribution  date will be made by
wire  transfer  in   immediately   available   funds  to  the  account  of  that
certificateholder  at a bank or other depository  institution having appropriate
wire  transfer   facilities.   The  final  distribution  in  retirement  of  the
certificates  will be  made  only  upon  presentation  and  surrender  of  those
certificates at the corporate trust office of the trustee.                      

Book-Entry Certificates                                                         

      The offered  certificates,  other than the Class R  Certificates,  will be
book-entry  certificates.  The book-entry  certificates will be issued in one or
more  certificates  which equal the aggregate initial Class Principal Balance of
each of those  classes  of  certificates  and which will be held by a nominee of
DTC,  and  are  collectively  referred  to as the DTC  registered  certificates.
Beneficial interests in the DTC registered  certificates will be held indirectly
by investors  through the book-entry  facilities of DTC in the United States, or
Clearstream,  Luxembourg or the Euroclear System,  referred to as Euroclear,  in
Europe,  if they  are  participants  of these  systems,  or  indirectly  through
organizations which are participants in these systems.  Clearstream,  Luxembourg
and  Euroclear  will hold  omnibus  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 positions in customers' securities accounts in the depositaries' names
on the  books of DTC.  Citibank,  N.A.,  referred  to as  Citibank,  will act as
depositary for Clearstream,  Luxembourg and JPMorgan Chase Bank,  referred to as
Chase,  will act as depositary  for Euroclear.  Collectively  these entities are
referred to as the European depositaries.                                       

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      Investors in the DTC  registered  certificates  may hold those  beneficial
interests  in  these  certificates  in  minimum  denominations  representing  an
original  principal  amount of  $25,000  and  multiples  of $1 in excess of that
amount.  The  depositor has been informed by DTC that its nominee will be Cede &
Co.  Accordingly,  Cede & Co. is  expected to be the holder of record of the DTC
registered  certificates.  No person acquiring a DTC registered certificate will
be entitled to receive a physical certificate  representing that certificate,  a
definitive certificate, except as described in the third paragraph below.       

      Unless and until  definitive  certificates  are issued,  it is anticipated
that the only  "certificateholder"  of the DTC registered  certificates  will be
Cede & Co.,  as  nominee  of  DTC.  Beneficial  owners  of  the  DTC  registered
certificates will not be certificateholders, as that term is used in the pooling
and servicing  agreement.  Beneficial  owners are only permitted to exercise the
rights of  certificateholders  indirectly through  participants and DTC. Monthly
and annual  reports on the trust  provided to Cede & Co., as nominee of DTC, may
be made available to beneficial owners on request, in accordance with the rules,
regulations and procedures  creating and affecting DTC, and to the  participants
to whose DTC accounts the DTC registered certificates of those beneficial owners
are credited.                                                                   

      For a  description  of the  procedures  applicable  to the DTC  registered
certificates, see "Description of the Certificates--Form of Certificates" in the
prospectus.                                                                     

      Definitive  certificates  will  be  issued  to  beneficial  owners  of DTC
registered certificates, or their nominees, rather than to DTC, only if:        

      o     DTC or the  depositor  advises  the  trustee  in  writing  that  the
            depository  is no longer  willing,  qualified  or able to  discharge
            properly its  responsibilities as nominee and depository for the DTC
            registered  certificates  and the depositor or the trustee is unable
to locate a qualified successor;                        

      o     the  depositor,  in  writing,  with the  consent  of the  applicable
            participants, elects to terminate the book-entry system through DTC;
or                                                      

      o     after the  occurrence of an event of default,  beneficial  owners of
            any class of DTC registered certificates  representing not less than
            51% of the related  aggregate  Class  Principal  Balance  advise the
            trustee  and DTC  through  the  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 the beneficial owners
   and the applicable participants consent to the termination.

      In the case 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 that event and the availability of definitive certificates. At the
time of surrender by DTC of the global certificate or certificates  representing
the DTC  registered  certificates  and  instructions  for  re-registration,  the
trustee will issue the  definitive  certificates.  After that,  the trustee will
recognize the holders of those  definitive  certificates  as  certificateholders
under the pooling and servicing agreement.                                      

      According  to DTC,  the  information  above for DTC has been  provided for
informational  purposes  only and is not intended to serve as a  representation,
warranty or contract modification of any kind.                                  

Determination of LIBOR                                                          

      With  respect  to  each  distribution  date  and the  LIBOR  Certificates,
one-month  LIBOR will equal the  Interbank  offered  rate for  one-month  United
States  dollar  deposits in the London market as quoted on Telerate Page 3750 as
of 11:00 a.m.,  London time, on the second LIBOR business day prior to the first
day of the related  Accrual  Period (each,  a "LIBOR  Determination  Date"),  as
further    described   in   the   prospectus    under    "Description   of   the
Certificates--Determination of LIBOR.". For the purpose of calculating one-month
LIBOR,  LIBOR  business day means any day other than a Saturday or a Sunday or a
day on which  banking  institutions  in the State of New  York,  in the State of
Minnesota or in the city of London, England are required or authorized by law to
be closed.                                                                      

      With respect to each Swap Payment Date and the Swap  Agreement,  one-month
LIBOR will be determined in accordance  with the  definition of  "USD-LIBOR-BBA"
set forth in the Annex to the 2000 ISDA Definitions.                            

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Accounts                                                                        

      On or prior to the closing date, each servicer will establish and maintain
or cause to be established and maintained a collection  account.  On or prior to
the closing  date,  the trustee will  establish  the  certificate  account.  The
following table sets forth certain  information  with respect to the accounts of
the trust:                                                                      

                                         Investments; Application of
Trust Account:            Responsible Party:   any Investment Earnings:         
--------------            ------------------   ---------------------------------
Collection Account        Servicers            Investments will be made at      
                                          the direction of the related
                                      servicer. Any investment
                                          earnings will be paid to the
                                            related servicer as additional
                                          compensation and will not be
                                           available for distribution to
                                 certificateholders.

Certificate Account       Trustee              Investments will be made at      
                                           the direction of the trustee.
                                          Any investment earnings will
                                       be paid to the trustee as
                                         additional compensation and
                                       will not be available for
                             distribution to
                                 certificateholders.

Prefunding Account        Depositor            Investments will be made at      
                                  the direction of the
                                       depositor. Any investment
                                          earnings will be remitted to
                                           the depositor and will not be
                                           available for distribution to
                                 certificateholders.

Capitalized Interest      Depositor            Investments will be made at      
Account                                        the direction of the             
                                       depositor. Any investment
                                          earnings will be remitted to
                                           the depositor and will not be
                                           available for distribution to
                                 certificateholders.

Basis Risk Reserve Fund   Trustee              Investments will be made at      
                                          the direction of the Class X
                                    certificateholder. Any
                                         investment earnings will be
                                        distributed to the Class X
                           Certificates.

Supplemental Interest     Trustee              Investments will be made at      
Trust Account                               the direction of the Class X  
                                    certificateholder. Any
                                         investment earnings will be
                                distributed to the
                                       certificateholders in the
                                      priority described under
                                           "--The Swap Agreement" below.

If funds  deposited in any accounts,  other than the basis risk reserve fund and
the  Supplemental  Interest  Account,  are  invested  by the  responsible  party
identified in the table above,  the amount of any losses  incurred in respect of
any  such  investments  will  be  deposited  in  the  related  account  by  such
responsible  party out of its own  funds,  without  any  right of  reimbursement
therefor.  The  trustee  shall not be  responsible  for losses  incurred  on any
investments  of  funds  on  deposit  in  the  basis  risk  reserve  fund  or the
Supplemental Interest Account.                                                  

Prefunding Account                                                              

      On the closing  date,  the  depositor  will deposit cash in the  aggregate
amount of approximately $215,059,888 (the "Prefunding Account Deposit") into the
Prefunding  Account,  which  represents  approximately  19.6%  of the  Aggregate
Collateral  Balance  and  approximately  19.9% of the  aggregate  initial  class
principal  balance  of  the  certificates.   Approximately  $80,673,322  of  the
Prefunding Account Deposit, which represents  approximately 18.9% of the portion
of the Aggregate Collateral Balance allocable to group 1 and approximately 19.3%
of the  aggregate  initial  class  principal  balance of the related  classes of
certificates,  will be available for the purchase of additional group 1 mortgage
loans and approximately  $134,386,566 of the Prefunding  Account Deposit,  which
represents  approximately  19.9%  of the  portion  of the  Aggregate  Collateral
Balance  allocable to group 2 and  approximately  20.3% of the aggregate initial
class  principal  balance  of the  related  classes  of  certificates,  will  be
available for the purchase of additional  group 2 mortgage  loans.  All mortgage
loans  purchased by the trust through  application  of amounts on deposit in the
Prefunding  Account  are  referred  to in  this  prospectus  supplement  as  the
subsequent mortgage loans. The Prefunding Account Deposit may be increased by an
amount equal to the aggregate of the principal  balances of any initial mortgage
loan  removed  from the  mortgage  pool prior to the  closing  date.  During the
Prefunding  Period,  the  amount on deposit in the  Prefunding  Account  will be
allocated  for  purchase of  subsequent  mortgage  loans from the  depositor  in
accordance  with  the  applicable   provisions  of  the  pooling  and  servicing
agreement.  Subsequent  mortgage  loans  purchased by the trust and added to the
trust on any date during                                                        

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the Prefunding Period, a subsequent transfer date, must satisfy the criteria set
forth in the  pooling  and  servicing  agreement.  On the  distribution  date in
December 2006, any remaining  amounts in the Prefunding  Account in respect of a
loan group will be  applied to reduce the Class  Principal  Balance of the Class
1-A-1  Certificates  and/or the Class 2-A-1,  Class 2-A-2, Class 2-A-3 and Class
2-A-4 Certificates,  as applicable, as described herein. Although it is intended
that the principal  amount of subsequent  mortgage  loans sold to the trust will
require  application of substantially all of the Prefunding  Account Deposit and
it is not anticipated  that there will be any material  principal  payments from
amounts  remaining on deposit in the  Prefunding  Account,  no assurance  can be
given  that  such a  distribution  will not  occur on the  distribution  date in
December  2006. In any event,  it is unlikely that the depositor will be able to
deliver subsequent mortgage loans with aggregate principal balances that exactly
equal the amount of the Prefunding  Account  Deposit.  Amounts on deposit in the
Prefunding  Account will be invested in permitted  investments as defined in the
pooling and servicing  agreement.  Such  permitted  investments  are required to
mature no later than the business day prior to a subsequent  transfer  date and,
in any  case,  no later  than  the  business  day  prior  to the  December  2006
distribution date. All interest and any other investment  earnings on amounts on
deposit in the  Prefunding  Account will be  distributed to the depositor on the
December 2006 distribution  date. The Prefunding Account will not be included as
an asset of any REMIC created pursuant to the pooling and servicing agreement.  

Capitalized Interest Account                                                    

      On the closing date and if required  pursuant to the pooling and servicing
agreement,  the  depositor  will  deposit  cash  into the  capitalized  interest
account.  The amount on  deposit in the  capitalized  interest  account  will be
specifically  allocated to cover shortfalls in interest on each class of offered
certificates  that may arise as a result of the  utilization  of the  Prefunding
Account for the  purchase by the trust of  subsequent  mortgage  loans after the
closing  date.  Any  amounts  remaining  in  the  capitalized  interest  account
(including  investment earnings) and not needed for such purpose will be paid to
the  depositor  and  will  not  thereafter  be  available  for  payment  to  the
certificateholders.  Amounts on deposit in the capitalized interest account will
be  invested  in  permitted  investments.  All such  permitted  investments  are
required to mature no later than the business day prior to the next distribution
date as  specified  in the  pooling and  servicing  agreement.  The  capitalized
interest  account will not be included as an asset of any REMIC created pursuant
to the pooling and servicing agreement.                                         

Flow of Funds                                                                   

      Two business  days prior to each  distribution  date,  each  servicer will
remit  all  amounts  on  deposit  in  the  related  collection  account  to  the
certificate  account.  On each distribution  date, to the extent of the Interest
Remittance Amount and Principal Remittance Amount for each loan group on deposit
in the certificate  account,  the trustee will make distributions to the related
certificateholders.  The  following  table  sets  forth  the flow of funds  from
collections  of payments on the mortgage  loans,  the deposit of such funds into
the accounts and the payments of such funds to the certificateholders.          

                                                        [Enlarge/Download Table]
                                                                                                             
Collection Period.......... The period beginning on    Payments  due during  the  related  Collection  Period
                            the second day of a        from  borrowers  will be deposited in each  servicer's
                            calendar month and         collection   account  as  received  and  will  include
                            ending on the first day    scheduled  principal  payments  due during the related
                            of the succeeding          Collection  Period and interest  accrued on the ending
                            calendar month.            scheduled balance from the prior Collection Period.   

Prepayment Period..........  With regard to            Prepayments  in  full  received   during  the  related
                             prepayments in full and   prepayment  period (provided that the first prepayment
                             any servicer other than   period will begin on the initial  cut-off date and end
                             Wells Fargo Bank, the     on the  14th  day of the  following  month or the 13th
                             fifteenth day of the      day of the following  month,  as  applicable)  will be
                             calendar month preceding  deposited  into the applicable  servicer's  collection
                             the month in which such   account for  remittance to the trustee on the servicer
                             distribution date occurs  remittance date.                                      
                             through the fourteenth                                                          
                             day of the                                                                      

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                                                        [Enlarge/Download Table]

                                                                                                              
                            month in which such                                                               
                            distribution date                                                                 
                            occurs. With regard to                                                            
                            prepayments in full and                                                           
                            Wells Fargo Bank, the                                                             
                            fourteenth day of the                                                             
                            calendar month                                                                    
                            preceeding the month                                                              
                            in which such                                                                     
                            distribution date occurs                                                          
                            through the thirteenth                                                            
                            day of the month in                                                               
                            which such distribution                                                           
                            date occurs.                                                                      

                            With regard to partial    Partial principal  prepayments  received by any servicer
                            prepayments and any       during the related  prepayment  period will be deposited
                            servicer, the calendar    into the applicable  servicer's  collection  account for
                            month immediately         remittance  to the  trustee on the  servicer  remittance
                            preceding the             date.                                                   
                            distribution date.                                                                

Servicer Remittance Date... Two business days prior   Each servicer will remit its  applicable  portion of the
                            to each distribution      Principal  Remittance  Amount  and  Interest  Remittance
                            date.                     Amount  for  the  subsequent  distribution  date  to the
                                                      trustee for deposit into the  certificate  account on or
                                                      prior the servicer remittance date.                     

Record Date................ With respect to (i) the   In the case of the offered certificates  distributions  
                            offered certificates      will be made to  certificateholders  of  record  as of  
                            (other than the Class R   the related record date.                                
                            Certificates), the                                                                
                            business day immediately                                                          
                            before the related                                                                
                            distribution date and                                                             
                            (ii) the Class R                                                                  
                            Certificates,  the last                                                           
                            business day of the month                                                         
                            preceding each                                                                    
                            distribution date.                                                                

Swap Payment Date.......... With regard to any        The  Swap  Counterparty  will  pay  to the  trustee  for
                            payment received from     deposit into the  Supplemental  Interest Account any Net
                            the Swap Counterparty     Counterparty   Payments  or  Swap  Termination  Payments
                            under the Swap            required  to be paid by the  Swap  Counterparty  and the
                            Agreement, one business   trustee  will remit any Net Trust Swap  Payments or Swap
                            day immediately before    Termination  Payments  to  the  Swap  Counterparty  from
                            25th day of each month.   amounts  on  deposit   in  the   Supplemental   Interest
                                                      Account, in each case under the Swap Agreement.         

Distribution Date.......... The 25th day of each      On each  distribution  date,  the  trustee  will  make  
                            month (or if the 25th     distributions  to  certificateholders  from amounts on  
                            day is not a business     deposit in the certificate account.                     
                            day, the next business                                                            
                            day).                                                                             

Succeeding months follow the same pattern.                                      

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Glossary of Terms                                                               

      Many of the defined  terms  listed below may apply to both loan groups and
are sometimes used in this  prospectus  supplement to refer to a particular loan
group by the adjectival use of the words "group 1" and "group 2."               

      Accrual  Period--For any class of offered  certificates  and the Class B-3
Certificates and any distribution date, the period commencing on the immediately
preceding  distribution  date (or, in the case of the first Accrual Period,  the
closing  date)  and  ending  on  the  day  immediately   preceding  the  related
distribution date.                                                              

      Aggregate  Collateral  Balance--As of any date of  determination,  will be
equal to the Aggregate Loan Balance plus the amount,  if any, then on deposit in
the Prefunding Account.                                                         

      Aggregate Loan Balance--As of any date of determination,  will be equal to
the aggregate of the Stated Principal  Balance of the mortgage loans,  except as
otherwise provided herein, as of the last day of the related Collection Period. 

      Aggregate  Loan Group  Balance--As of any date of  determination  and loan
group,  will be equal to the aggregate Stated Principal  Balance of the mortgage
loans in that loan group,  except as otherwise  provided herein,  as of the last
day of the related collection period.                                           

      Aggregate Loan Group  Collateral  Balance--As of any date of determination
and loan group,  will be equal to applicable  Aggregate  Loan Group Balance plus
the amount,  if any, then on deposit in the Prefunding  Account  related to that
loan group.                                                                     

      Basis  Risk  Shortfall--For  any  class  of  LIBOR  Certificates,  and any
distribution date, the sum of                                                   

      (1)   the excess,  if any, of the related Current  Interest  calculated on
            the basis of the lesser of (x) one-month  LIBOR plus the  applicable
            certificate  margin  and (y) the  Maximum  Interest  Rate  over  the
      related Current Interest for the applicable distribution date,

      (2)   any Basis Risk Shortfall  remaining  unpaid from prior  distribution
dates, and                                              

      (3)   interest for the related  Accrual Period on the amount in clause (2)
            calculated  on the basis of the lesser of (x)  one-month  LIBOR plus
            the applicable certificate margin and (y) the Maximum Interest Rate.

      B-1 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the  aggregate  Class  Principal  Balance  of the  senior  certificates  and the
aggregate Class Principal  Balance of 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  Certificates,  in each case,
after  giving  effect to payments on such  distribution  date and (ii) the Class
Principal  Balance  of the  Class  B-1  Certificates  immediately  prior to such
distribution date exceeds (y) the lesser of (A) the product of (i) approximately
93.50% and (ii) the Aggregate  Collateral Balance for such distribution date and
(B) the amount, if any, by which (i) the Aggregate  Collateral  Balance for such
distribution date exceeds (ii) 0.50% of the Aggregate  Collateral  Balance as of
the initial cut-off date (including amounts on deposit in the Prefunding Account
as of the closing date).                                                        

      B-2 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the  aggregate  Class  Principal  Balance  of the  senior  certificates  and the
aggregate Class Principal  Balance 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-1  Certificates,  in
each case,  after giving effect to payments on such  distribution  date and (ii)
the Class Principal  Balance of the Class B-2 Certificates  immediately prior to
such  distribution  date  exceeds  (y)  the  lesser  of (A) the  product  of (i)
approximately  94.50%  and  (ii)  the  Aggregate  Collateral  Balance  for  such
distribution  date  and (B) the  amount,  if any,  by  which  (i) the  Aggregate
Collateral Balance for such distribution date exceeds (ii) 0.50% of the         

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Aggregate  Collateral  Balance as of the initial cut-off date (including amounts
on deposit in the Prefunding Account as of the closing date).                   

      B-3 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the  aggregate  Class  Principal  Balance  of the  senior  certificates  and the
aggregate Class Principal  Balance 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,  Class B-1 and Class B-2
Certificates, in each case, after giving effect to payments on such distribution
date and  (ii)  the  Class  Principal  Balance  of the  Class  B-3  Certificates
immediately  prior to such  distribution  date exceeds (y) the lesser of (A) the
product of (i) approximately  96.50% and (ii) the Aggregate  Collateral  Balance
for  such  distribution  date  and (B) the  amount,  if any,  by  which  (i) the
Aggregate  Collateral  Balance for such  distribution date exceeds (ii) 0.50% of
the  Aggregate  Collateral  Balance as of the initial  cut-off  date  (including
amounts on deposit in the Prefunding Account as of the closing date).           

      Capitalization   Reimbursement  Amount--For  any  distribution  date,  the
aggregate of the amounts added to the Stated Principal  Balances of the mortgage
loans during the  preceding  calendar  month  representing  reimbursements  to a
servicer  on  or  prior  to  such  distribution  date  in  connection  with  the
modification of such mortgage loans.                                            

      Carryforward Interest--For any class of offered certificates and the Class
B-3 Certificates,  and any distribution date, the sum of (1) the amount, if any,
by which (x) the sum of (A) Current  Interest for such class for the immediately
preceding  distribution date and (B) any unpaid  Carryforward  Interest from the
immediately  preceding  distribution date exceeds (y) the amount paid in respect
of interest on such class on such immediately  preceding  distribution date, and
(2)  interest on such amount for the related  Accrual  Period at the  applicable
pass-through rate.                                                              

      Class Principal Balance--For any class of certificates,  as of any date of
determination,  an amount equal to the initial  principal balance of that class,
reduced by the aggregate of the following amounts allocable to that class:      

      o     all amounts  previously  distributed to holders of  certificates  of
that class as payments of principal; and                

      o     in the case of any class of subordinate certificates, any reductions
            to the Class Principal  Balance thereof due to Realized  Losses,  as
            described below under "--Credit Enhancement--Application of Realized
Losses."                                                

      o     provided,   however,   that  the  Class  Principal  Balance  of  the
            subordinate  certificates  (including  any such class of subordinate
            certificates for which the Class Principal  Balance has been reduced
            to zero)  will be  increased  in an  aggregate  amount  equal to the
            Recoveries  received in respect of any distribution date as follows:
            in order of seniority, beginning with the Class M-1 Certificates, up
to the amount of the Deferred Amount for that class.    

      Collection Period--For any distribution date is the period from the second
day of the month  immediately  preceding such distribution date to and including
the first day of the month of that distribution date.                           

      Current  Interest--For any class of offered certificates and the Class B-3
Certificates and any distribution  date, the amount of interest  accruing at the
applicable  pass-through  rate on the related Class Principal Balance during the
related Accrual  Period;  provided,  that as to each class of  certificates  the
Current  Interest  will  be  reduced  by a pro  rata  portion  of  any  Interest
Shortfalls to the extent not covered by excess interest.                        

      Deferred   Amount--For   any  class  of   subordinate   certificates   and
distribution  date,  will  equal the  amount by which (x) the  aggregate  of the
Applied Loss  Amounts  previously  applied in  reduction of the Class  Principal
Balance  thereof  exceeds  (y)  the  aggregate  of  amounts  previously  paid in
reimbursement  thereof and increases to the Class Principal  Balance thereof due
to Recoveries.                                                                  

      Delinquency  Rate--For  any  month  will  be,  generally,   the  fraction,
expressed as a percentage,  the numerator of which is the aggregate  outstanding
principal balance of all mortgage loans 60 or more days delinquent              

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(including all bankruptcies, foreclosures and REO Properties) as of the close of
business  on the last day of such  month,  and the  denominator  of which is the
Aggregate Collateral Balance as of the close of business on the last day of such
month.                                                                          

      Group 1 Allocation  Amount--For any distribution  date, the product of the
Senior Principal  Payment Amount for that  distribution  date and a fraction the
numerator of which is the Principal  Remittance Amount derived from loan group 1
and the denominator of which is the Principal  Remittance  Amount,  in each case
for that  distribution  date.  For purposes of this  definition,  the  Principal
Remittance  Amount will be  calculated  net of subclause  (6) in the  definition
thereof.                                                                        

      Group 1 Excess Interest  Amount--For any distribution date, the product of
(x) the amount of Monthly  Excess  Interest  required to be  distributed on that
distribution  date pursuant to subclause  (1)(A) of the Monthly Excess  Cashflow
waterfall and (y) a fraction the numerator of which is the Principal  Remittance
Amount  derived from loan group 1 and the  denominator of which is the Principal
Remittance Amount, in each case for that distribution date. For purposes of this
definition,  the Principal Remittance Amount will be calculated net of subclause
(6) in the definition thereof.                                                  

      Group 1 Senior  Net Funds  Cap--For  any  distribution  date and the Class
1-A-1 Certificates, a per annum rate equal to (1) (a) a fraction, expressed as a
percentage,  the  numerator of which is the product of (x) the Optimal  Interest
Remittance  Amount for loan group 1 on such date and (y) 12, and the denominator
of which is the Aggregate Loan Group Collateral  Balance of loan group 1 for the
immediately  preceding  distribution  date, less (b) a fraction,  expressed as a
percentage,  the  numerator  of which is the  product  of (i) the Net Trust Swap
Payment,  if any, and any Swap  Termination  Payment made,  if any,  pursuant to
clause (5) under  "--Distributions  of Interest" and clauses  (I)(i) and (II)(i)
under  "--Distributions  of  Principal"  for  such  date  and  (ii)  12 and  the
denominator  of  which  is equal to the  Aggregate  Collateral  Balance  for the
immediately  preceding  distribution  date  multiplied  by (2) a  fraction,  the
numerator of which is 30 and the  denominator  of which is the actual  number of
days in the immediately preceding Accrual Period.                               

      Group 2 Allocation  Amount-- For any distribution date, the product of the
Senior Principal  Payment Amount for that  distribution  date and a fraction the
numerator of which is the Principal  Remittance Amount derived from loan group 2
and the denominator of which is the Principal  Remittance  Amount,  in each case
for that  distribution  date.  For purposes of this  definition,  the  Principal
Remittance  Amount will be  calculated  net of subclause  (6) in the  definition
thereof.                                                                        

      Group 2 Senior  Net Funds  Cap--For  any  distribution  date and the Class
2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4  Certificates,  a per annum rate
equal to (1) (a) a fraction,  expressed as a percentage,  the numerator of which
is the product of (x) the Optimal Interest Remittance Amount for loan group 2 on
such date and (y) 12, and the  denominator  of which is the Aggregate Loan Group
Collateral  Balance of loan group 2 for the immediately  preceding  distribution
date, less (b) a fraction,  expressed as a percentage, the numerator of which is
the product of (i) the Net Trust Swap Payment,  if any, and any Swap Termination
Payment made, if any, pursuant to clause (5) under "--Distributions of Interest"
and clauses  (I)(i) and (II)(i) under  "--Distributions  of Principal"  for such
date  and  (ii) 12 and the  denominator  of  which  is  equal  to the  Aggregate
Collateral Balance for the immediately preceding distribution date multiplied by
(2) a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the immediately preceding Accrual Period.              

      Interest Remittance Amount-- For any distribution date and loan group, the
sum of (1) all interest  collected  (other than  Payaheads,  if  applicable)  or
advanced in respect of Scheduled  Payments on the mortgage  loans in the related
loan group during the related Collection Period, the interest portion of related
Payaheads  previously  received  and  intended  for  application  in the related
Collection  Period and the interest  portion of all prepayments  received on the
mortgage loans in the related loan group during the related  Prepayment  Period,
less (x) the servicing fee, excess servicing fee and mortgage insurance premiums
with  respect to such  mortgage  loans and (y)  unreimbursed  Advances and other
amounts  due to the  applicable  servicer or the  trustee  with  respect to such
mortgage  loans,  to the extent  allocable  to  interest,  (2) all  Compensating
Interest paid by the  applicable  servicer with respect to the related  mortgage
loans and  distribution  date,  (3) the  portion of any  Substitution  Amount or
purchase  price paid with  respect to such  mortgage  loans  during the calendar
month immediately  preceding that  distribution date allocable to interest,  (4)
all Net Liquidation Proceeds (net of unreimbursed  Advances,  servicing advances
and                                                                             

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expenses,  to the extent  allocable to interest,  and unpaid servicing fees) and
Recoveries,  if any, collected with respect to the mortgage loans in the related
loan group during the prior calendar month, to the extent  allocable to interest
and (5) any amounts  withdrawn from the  capitalized  interest  account for that
loan group and distribution date.                                               

      Interest  Shortfall--For  any distribution  date is equal to the aggregate
shortfall,  if any, in collections of interest for the previous month  (adjusted
to the related net mortgage rate) on mortgage loans resulting from (a) principal
prepayments in full and in part received during the related Prepayment Period to
the extent not covered by  Compensating  Interest and (b)  interest  payments on
certain of the mortgage  loans being limited  pursuant to the  provisions of the
Relief Act.                                                                     

      LIBOR   Certificates--The   offered   certificates   and  the   Class  B-3
Certificates.                                                                   

      Liquidated  Mortgage  Loan--A  defaulted  mortgage  loan as to  which  the
servicer has  determined  that all amounts that it expects to recover in respect
of such mortgage loan have been  recovered  (exclusive of any  possibility  of a
deficiency judgment).                                                           

      Maximum  Interest  Rate--For  the Class 1-A-1,  Class 2-A-1,  Class 2-A-2,
Class 2-A-3,  Class 2-A-4 and Class R Certificates and any distribution date, an
annual  rate  equal to (a) the  weighted  average  of (i) the  weighted  average
maximum  mortgage  rate  minus  the  weighted  average  Expense  Fee rate of the
adjustable-rate  mortgage  loans in the related loan group and (ii) the weighted
average Net Mortgage Rate of the  fixed-rate  mortgage loans in the related loan
group,  multiplied  by (b) a  fraction,  the  numerator  of  which is 30 and the
denominator of which is the actual number of days in the  immediately  preceding
Accrual  Period.  For the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3 Certificates
and any  distribution  date, an annual rate equal to (a) the weighted average of
(x) the  weighted  average  maximum  mortgage  rate minus the  weighted  average
Expense Fee rate of the  adjustable-rate  mortgage loans in both loan groups and
the (y) weighted  average Net Mortgage Rate of the fixed-rate  mortgage loans in
both loan groups, multiplied by (b) a fraction, the numerator of which is 30 and
the  denominator  of  which  is the  actual  number  of days in the  immediately
preceding Accrual Period.                                                       

      M-1 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates  after giving
effect  to  payments  on such  distribution  date and (ii) the  Class  Principal
Balance of the Class M-1  Certificates  immediately  prior to such  distribution
date exceeds (y) the lesser of (A) the product of (i)  approximately  66.90% and
(ii) the Aggregate  Collateral  Balance for such  distribution  date and (B) the
amount,  if any,  by  which  (i)  the  Aggregate  Collateral  Balance  for  such
distribution date exceeds (ii) 0.50% of the Aggregate  Collateral  Balance as of
the initial cut-off date (including amounts on deposit in the Prefunding Account
as of the closing date).                                                        

      M-2 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance of the Class M-1  Certificates,  in each case,  after  giving
effect  to  payments  on such  distribution  date and (ii) the  Class  Principal
Balance of the Class M-2  Certificates  immediately  prior to such  distribution
date exceeds (y) the lesser of (A) the product of (i)  approximately  73.40% and
(ii) the Aggregate  Collateral  Balance for such  distribution  date and (B) the
amount,  if any,  by  which  (i)  the  Aggregate  Collateral  Balance  for  such
distribution date exceeds (ii) 0.50% of the Aggregate  Collateral  Balance as of
the initial cut-off date (including amounts on deposit in the Prefunding Account
as of the closing date).                                                        

      M-3 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance  of the Class M-1 and Class M-2  Certificates,  in each case,
after  giving  effect to payments on such  distribution  date and (ii) the Class
Principal  Balance  of the  Class  M-3  Certificates  immediately  prior to such
distribution date exceeds (y) the lesser of (A) the product of (i) approximately
77.10% and (ii) the Aggregate  Collateral Balance for such distribution date and
(B) the amount, if any, by which (i) the Aggregate  Collateral  Balance for such
distribution date                                                               

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exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the initial cut-off
date (including  amounts on deposit in the Prefunding  Account as of the closing
date).                                                                          

      M-4 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance of the Class M-1,  Class M-2 and Class M-3  Certificates,  in
each case,  after giving effect to payments on such  distribution  date and (ii)
the Class Principal  Balance of the Class M-4 Certificates  immediately prior to
such  distribution  date  exceeds  (y)  the  lesser  of (A) the  product  of (i)
approximately  80.60%  and  (ii)  the  Aggregate  Collateral  Balance  for  such
distribution  date  and (B) the  amount,  if any,  by  which  (i) the  Aggregate
Collateral  Balance  for  such  distribution  date  exceeds  (ii)  0.50%  of the
Aggregate  Collateral  Balance as of the initial cut-off date (including amounts
on deposit in the Prefunding Account as of the closing date).                   

      M-5 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance  of the  Class  M-1,  Class  M-2,  Class  M-3 and  Class  M-4
Certificates, in each case, after giving effect to payments on such distribution
date and  (ii)  the  Class  Principal  Balance  of the  Class  M-5  Certificates
immediately  prior to such  distribution  date exceeds (y) the lesser of (A) the
product of (i) approximately  84.00% and (ii) the Aggregate  Collateral  Balance
for  such  distribution  date  and (B) the  amount,  if any,  by  which  (i) the
Aggregate  Collateral  Balance for such  distribution date exceeds (ii) 0.50% of
the  Aggregate  Collateral  Balance as of the initial  cut-off  date  (including
amounts on deposit in the Prefunding Account as of the closing date).           

      M-6 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance of the Class M-1,  Class M-2,  Class M-3, Class M-4 and Class
M-5  Certificates,  in each  case,  after  giving  effect  to  payments  on such
distribution  date  and  (ii) the  Class  Principal  Balance  of the  Class  M-6
Certificates  immediately prior to such distribution date exceeds (y) the lesser
of (A) the product of (i) approximately 87.00% and (ii) the Aggregate Collateral
Balance for such  distribution date and (B) the amount, if any, by which (i) the
Aggregate  Collateral  Balance for such  distribution date exceeds (ii) 0.50% of
the  Aggregate  Collateral  Balance as of the initial  cut-off  date  (including
amounts on deposit in the Prefunding Account as of the closing date).           

      M-7 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance of the Class M-1,  Class M-2, Class M-3, Class M-4, Class M-5
and Class M-6  Certificates,  in each case,  after giving  effect to payments on
such  distribution  date and (ii) the Class  Principal  Balance of the Class M-7
Certificates  immediately prior to such distribution date exceeds (y) the lesser
of (A) the product of (i) approximately 90.00% and (ii) the Aggregate Collateral
Balance for such  distribution date and (B) the amount, if any, by which (i) the
Aggregate  Collateral  Balance for such  distribution date exceeds (ii) 0.50% of
the  Aggregate  Collateral  Balance as of the initial  cut-off  date  (including
amounts on deposit in the Prefunding Account as of the closing date).           

      M-8 Principal  Payment  Amount--For any distribution  date on or after the
Stepdown  Date and as long as a Trigger  Event has not occurred  with respect to
such distribution  date, will be the amount, if any, by which (x) the sum of (i)
the aggregate Class Principal  Balance of the senior  certificates and the Class
Principal  Balance of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6 and Class M-7  Certificates,  in each  case,  after  giving  effect to
payments on such  distribution  date and (ii) the Class Principal Balance of the
Class M-8 Certificates  immediately  prior to such distribution date exceeds (y)
the lesser of (A) the product of (i) approximately 92.00% and (ii) the Aggregate
Collateral  Balance for such  distribution  date and (B) the amount,  if any, by
which (i) the Aggregate  Collateral  Balance for such  distribution date exceeds
(ii) 0.50% of the Aggregate  Collateral  Balance as of the initial  cut-off date
(including amounts on deposit in the Prefunding Account as of the closing date).

      Monthly Excess Cashflow--For any distribution date, an amount equal to the
sum of the Monthly Excess Interest and Overcollateralization  Release Amount, if
any,  for such date,  plus any amounts  applied  pursuant to clauses  I(xiv) and
II(xiv) under "--Distributions of Principal" below.                             

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      Most Senior  Enhancement  Percentage-- For any  distribution  date and any
class of  certificates,  will be the fraction,  expressed as a  percentage,  the
numerator of which is the sum of the aggregate  Class  Principal  Balance of the
Certificates which are lower in payment priority than such class of certificates
and the  Overcollateralization  Amount (which,  for purposes of this  definition
only,  shall not be less than  zero),  in each  case  prior to giving  effect to
payments on such distribution date and the denominator of which is the Aggregate
Collateral Balance as of the first day of the related Collection Period.        

      Net Cumulative Realized Loss Amount--For any distribution date, cumulative
Realized Losses incurred on the mortgage loans from the Cut-off Date through the
end of the  prior  calendar  month  less  the  amount  of  payments  made to the
Principal  Remittance  Amount from the Supplemental  Interest Trust on all prior
distribution dates, as described herein under "--The Swap Agreement."           

      Net Funds  Cap--The  Group 1 Senior Net Funds Cap,  the Group 2 Senior Net
Funds Cap or the Subordinate Net Funds Cap, as applicable.                      

      Net Liquidation Proceeds--All amounts, net of (1) unreimbursed, reasonable
out-of-pocket  expenses, (2) unreimbursed Advances and (3) Recoveries,  received
and retained in connection  with the  liquidation of defaulted  mortgage  loans,
through  insurance  or  condemnation  proceeds,  by  foreclosure  or  otherwise,
together  with any net proceeds  received on a monthly basis with respect to any
properties acquired on behalf of the  certificateholders  by foreclosure or deed
in lieu of foreclosure.                                                         

      Net Mortgage  Rate--As to each  mortgage  loan,  and at any time,  the per
annum rate equal to the  mortgage  rate of such  mortgage  loan less the related
Expense Fee rate.                                                               

   Net Trust Swap Payment--As defined herein under "--The Swap Agreement."

      Optimal Interest  Remittance  Amount--For any  distribution  date and loan
group,  will be equal to the excess of (i) the  product of (1) (x) the  weighted
average Net Mortgage Rate of the mortgage  loans in the related loan group as of
the first day of the  related  Collection  Period  divided by (y) 12 and (2) the
applicable Aggregate Loan Group Collateral Balance for the immediately preceding
distribution  date,  over (ii) any expenses that reduce the Interest  Remittance
Amount  for that loan  group  which  did not  arise as a result of a default  or
delinquency  of the  mortgage  loans or were not taken into account in computing
the Expense Fee rate.                                                           

      Overcollateralization  Amount--For any distribution  date will be equal to
the  amount,  if any,  by which (x) the  Aggregate  Collateral  Balance for such
distribution  date  exceeds (y) the  aggregate  Class  Principal  Balance of the
offered  certificates,  Class B-3  Certificates  and Class P Certificates  after
giving effect to payments on such distribution date.                            

      Overcollateralization  Deficiency--For any distribution date will be equal
to the amount,  if any, by which (x) the Targeted  Overcollateralization  Amount
for such distribution date exceeds (y) the Overcollateralization Amount for such
distribution  date,  calculated  for this  purpose  after  giving  effect to the
reduction on such  distribution date of the aggregate Class Principal Balance of
the Certificates  resulting from the payment of the Principal  Payment Amount on
such  distribution  date,  but prior to allocation of any Applied Loss Amount on
such distribution date.                                                         

      Overcollateralization  Release  Amount--For any distribution  date will be
equal to the lesser of (x) the Principal Remittance Amount for such distribution
date and (y) the amount, if any, by which (1) the  Overcollateralization  Amount
for such date,  calculated for this purpose on the basis of the assumption  that
100% of the  aggregate  of the  Principal  Remittance  Amount  for such  date is
applied  on such date in  reduction  of the  aggregate  of the  Class  Principal
Balances of the  Certificates,  exceeds (2) the  Targeted  Overcollateralization
Amount for such date.                                                           

      Payahead--Any  Scheduled  Payment intended by the related  mortgagor to be
applied in a Collection Period subsequent to the Collection Period in which such
payment was received.                                                           

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      Prepayment Interest Excess--As to any mortgage loan, distribution date and
principal prepayment in full during the portion of the related Prepayment Period
occurring  in the calendar  month in which such  distribution  date  occurs,  an
amount equal to interest (to the extent  received)  at the  applicable  mortgage
rate (giving  effect to any  applicable  reductions  under the Relief  Act),  as
reduced  by the  related  servicing  fee rate on the  amount  of such  principal
prepayment  for the number of days  commencing  on the first day of the calendar
month in which  such  distribution  date  occurs and ending on the date on which
such  principal  prepayment  is so applied;  provided that  Prepayment  Interest
Excess shall only exist with respect to any mortgage  loan and any  distribution
date if the related principal  prepayment in full is deposited by the applicable
servicer in the related  collection  account in the same month as such principal
prepayment  in  full  is  made,  to  be  included  with  distributions  on  such
distribution date.                                                              

      Prepayment  Period--For any distribution date and any principal prepayment
in full received on a mortgage loan, (x) for any servicer other than Wells Fargo
Bank,  the period from the  fifteenth  day of the calendar  month  preceding the
month  in which  that  distribution  date  occurs  (or in the case of the  first
distribution  date, from the initial cut-off date) through the fourteenth day of
the month in which that  distribution  date occurs and (y) for Wells Fargo Bank,
the period from the fourteenth day of the calendar month  preceding the month in
which that  distribution  date occurs (or in the case of the first  distribution
date,  from the initial cut-off date) through the thirteenth day of the month in
which that distribution  date occurs.  For any distribution date and any partial
principal  prepayment  received on a mortgage loan, the calendar month preceding
that distribution date.                                                         

      Principal  Payment  Amount--For any distribution date will be equal to the
Principal  Remittance  Amount  for such  date  minus  the  Overcollateralization
Release Amount, if any, for such date.                                          

      Principal  Remittance  Amount--For any distribution  date will be equal to
(A) the sum of (1) all principal collected (other than Payaheads) or advanced in
respect  of  Scheduled  Payments  on  the  mortgage  loans  during  the  related
Collection  Period (less  unreimbursed  Advances,  servicing  advances and other
amounts due to the servicers and the trustee with respect to the mortgage loans,
to the extent  allocable to principal)  and the  principal  portion of Payaheads
previously  received  and  intended for  application  in the related  Collection
Period,  (2) all principal  prepayments  received during the related  Prepayment
Period,  (3) the  outstanding  principal  balance of each mortgage loan that was
repurchased  by the seller or  purchased  by the special  servicer or a servicer
during the calendar month immediately  preceding that distribution date, (4) the
portion of any  Substitution  Amount paid with respect to any replaced  mortgage
loans during the calendar month  immediately  preceding that  distribution  date
allocable to principal,  (5) all Net  Liquidation  Proceeds (net of unreimbursed
Advances,  servicing  advances and other  expenses,  to the extent  allocable to
principal) and Recoveries,  if any, collected with respect to the mortgage loans
during the prior  calendar  month,  to the extent  allocable to  principal,  (6)
amounts  withdrawn  from  the  Supplemental  Interest  Trust  to  cover  the Net
Cumulative   Realized  Loss  Amount,  as  described  herein  under  "--The  Swap
Agreement"  and (7) with respect to the December  2006  distribution  date,  the
amount remaining in the Prefunding  Account at the end of the Prefunding  Period
in respect of that loan group less (B) the Capitalization  Reimbursement  Amount
for such distribution date.                                                     

      Recovery--With respect to any distribution date and mortgage loan that was
determined  to be a  Liquidated  Mortgage  Loan in any month  prior to the month
preceding  that  distribution  date,  an  amount  received  in  respect  of such
Liquidated  Mortgage Loan during the calendar  month prior to that  distribution
date.                                                                           

      Rolling Three Month  Delinquency  Rate--For any distribution  date will be
the fraction, expressed as a percentage, equal to the average of the Delinquency
Rates for each of the three (or one and two, in the case of the first and second
distribution dates) immediately preceding months.                               

      Scheduled Payment--For any mortgage loan, the monthly scheduled payment of
interest and principal,  as determined in accordance  with the provisions of the
related mortgage note.                                                          

      Senior  Enhancement  Percentage--For  any  distribution  date, will be the
fraction,  expressed as a  percentage,  the numerator of which is the sum of the
aggregate Class Principal  Balance 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, Class B-1, Class B-2 and Class
B-3 Certificates and the  Overcollateralization  Amount (which,  for purposes of
this definition only, shall not be less than zero), in each case prior to giving
effect to payments on such distribution date and the denominator of which is the
Aggregate  Collateral  Balance  as of the  last  day of the  related  Collection
Period.                                                                         

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      Senior Principal Payment Amount--For any distribution date on or after the
Stepdown  Date  and as long  as a  Trigger  Event  has  not  occurred  or is not
continuing with respect to such  distribution  date, will be the amount, if any,
by which (x) the Class Principal Balance of the senior certificates  immediately
prior to such distribution date exceeds (y) the lesser of (A) the product of (i)
approximately  59.60%  and  (ii)  the  Aggregate  Collateral  Balance  for  such
distribution  date  and (B) the  amount,  if any,  by  which  (i) the  Aggregate
Collateral  Balance  for  such  distribution  date  exceeds  (ii)  0.50%  of the
Aggregate  Collateral  Balance as of the initial cut-off date (including amounts
on deposit in the Prefunding Account as of the closing date).                   

      Stated  Principal  Balance--For  any  mortgage  loan  as of  any  date  of
determination will be generally equal to its outstanding principal balance as of
the cut-off  date,  after giving  effect to Scheduled  Payments due on or before
such  date,   whether  or  not  received,   increased  by  the  portion  of  any
Capitalization  Reimbursement Amount allocable to such mortgage loan and reduced
by (i) the principal portion of all Scheduled  Payments due on or before the due
date in the Collection Period immediately  preceding such date of determination,
whether or not received, and (ii) all amounts allocable to unscheduled principal
payments received on or before the last day of the Collection Period immediately
preceding such date of determination.                                           

      Stepdown  Date--The  date  occurring  on  the  earlier  of (1)  the  first
distribution  date following the distribution  date on which the aggregate Class
Principal Balance of the Class 1-A-1,  Class 2-A-1, Class 2-A-2, Class 2-A-3 and
Class  2-A-4  Certificates  are  reduced  to zero  and (2) the  later of (x) the
distribution  date in October 2009 and (y) the first  distribution date on which
the Senior  Enhancement  Percentage  (calculated  for this purpose  after giving
effect to payments or other  recoveries in respect of the mortgage  loans during
the  related  Collection  Period but before  giving  effect to  payments  on the
Certificates   on  such   distribution   date)  is  greater  than  or  equal  to
approximately 40.40%.                                                           

      Subordinate  Group  1  Balance--For  any  distribution  date  will  be the
Aggregate Loan Group Collateral  Balance for the group 1 mortgage loans less the
aggregate Class Principal Balance of the Class 1-A-1 Certificates.              

      Subordinate  Group  2  Balance--For  any  distribution  date  will  be the
Aggregate Loan Group Collateral  Balance for the group 2 mortgage loans less the
aggregate Class Principal Balance of the Class 2-A-1,  Class 2-A-2, Class 2-A-3,
Class 2-A-4 and Class R Certificates.                                           

      Subordinate  Net Funds Cap--For any  distribution  date and the Class M-1,
Class M-2,  Class M-3,  Class M-4,  Class M-5,  Class M-6, Class M-7, Class M-8,
Class B-1, Class B-2 and Class B-3 Certificates,  will be a per annum rate equal
to a weighted average of (i) the Group 1 Senior Net Funds Cap and (ii) the Group
2 Senior Net Funds Cap for such distribution date,  weighted on the basis of the
Subordinate Group 1 Balance and Subordinate Group 2 Balance, respectively.      

      Substitution  Amount--The  amount,  if any, by which the Stated  Principal
Balance of a mortgage loan required to be removed from the trust due to a breach
of a representation and warranty or defective  documentation  exceeds the Stated
Principal  Balance of the related  substitute  mortgage loan or mortgage  loans,
plus unpaid interest accrued thereon.                                           

      Swap  Notional  Amount--For  any  Swap  Payment  Date  (i) if  the  ending
Aggregate  Collateral Balance (as reported on the trustee's monthly statement to
certificateholders  for the Distribution  Date  immediately  preceding such Swap
Payment Date) is greater than the  applicable  lower bound set forth on Annex II
hereto and less than the  applicable  upper  bound set forth on Annex II hereto,
the aggregate Class Principal  Balances of the Class 1-A-1,  Class 2-A-1,  Class
2-A-2,  Class 2-A-3,  Class 2-A-4,  Class M-1,  Class M-2, Class M-3, Class M-4,
Class M-5,  Class M-6,  Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3
Certificates as of the distribution date immediately preceding such Swap Payment
Date,  after giving effect to payments on such  distribution  date,  (ii) if the
ending  Aggregate  Collateral  Balance  (as  reported on the  trustee's  monthly
statement to certificateholders  for the Distribution Date immediately preceding
such Swap Payment Date) is less than or equal to the applicable  lower bound set
forth on Annex II  hereto,  the  applicable  lower  bound  set forth on Annex II
hereto for that Swap Payment Date, and (iii) if the ending Aggregate  Collateral
Balance (as reported on the trustee's  monthly  statement to  certificateholders
for the  Distribution  Date  immediately  preceding  such Swap Payment  Date) is
greater  than or equal  to the  applicable  upper  bound  set  forth on Annex II
hereto,  the  applicable  upper bound set forth on Annex II hereto for that Swap
Payment Date.                                                                   

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      Targeted Overcollateralization  Amount--For any distribution date prior to
the Stepdown Date, approximately 1.75% of the Aggregate Collateral Balance as of
the initial cut-off date (including amounts on deposit in the Prefunding Account
as of the closing date);  with respect to any distribution  date on or after the
Stepdown Date and with respect to which a Trigger  Event has not  occurred,  the
greater of (a) approximately 3.50% of the Aggregate  Collateral Balance for such
distribution  date, or (b) 0.50% of the Aggregate  Collateral  Balance as of the
initial cut-off date (including  amounts on deposit in the Prefunding Account as
of the closing  date);  with  respect to any  distribution  date on or after the
Stepdown  Date  with  respect  to which a  Trigger  Event  has  occurred  and is
continuing, the Targeted  Overcollateralization Amount for the distribution date
immediately preceding such distribution date.                                   

      Trigger  Event--A  Trigger Event will occur for any  distribution  date if
either (i) the Rolling  Three Month  Delinquency  Rate as of the last day of the
related  Collection  Period equals or exceeds the applicable  percentage (as set
forth below) of the Most Senior Enhancement  Percentage of the most senior class
or classes of certificates then outstanding for such distribution date:         

 -----------------------------------------------------------------------
 Class                                                        Percentage
 -----------------------------------------------------------------------
Class 1-A-1, Class 2-A-1, Class 2-A-2, Class 2-A-3            39.60%  
or Class 2-A-4 Certificates                                           
 -----------------------------------------------------------------------
Class M-1 Certificates                                        48.34%  
 -----------------------------------------------------------------------
Class M-2 Certificates                                        60.15%  
 -----------------------------------------------------------------------
Class M-3 Certificates                                        69.87%  
 -----------------------------------------------------------------------
Class M-4 Certificates                                        82.47%  
 -----------------------------------------------------------------------
Class M-5 Certificates                                       100.00%  
 -----------------------------------------------------------------------
Class M-6 Certificates                                       123.08%  
 -----------------------------------------------------------------------
Class M-7 Certificates                                       160.00%  
 -----------------------------------------------------------------------
Class M-8 Certificates                                       200.00%  
 -----------------------------------------------------------------------
Class B-1 Certificates                                       246.15%  
 -----------------------------------------------------------------------
Class B-2 Certificates                                       290.91%  
 -----------------------------------------------------------------------
Class B-3 Certificates                                       457.14%  
 -----------------------------------------------------------------------

or                                                                  

      (ii) the  cumulative  Realized  Losses  as a  percentage  of the  original
Aggregate  Collateral  Balance on the closing date for such distribution date is
greater than the percentage set forth in the following table:                   

------------------------------------------------------------------    
Range of Distribution Dates             Cumulative Loss Percentage    
------------------------------------------------------------------    
October 2008 - September 2009                     1.30%*              
------------------------------------------------------------------    
October 2009 - September 2010                     2.90%*              
------------------------------------------------------------------    
October 2010 - September 2011                     4.60%*              
------------------------------------------------------------------    
October 2011 - September 2012                     5.90%*              
------------------------------------------------------------------    
October 2012 and thereafter                       6.60%               
------------------------------------------------------------------    

----------                                                                      
*     The  cumulative  loss  percentages  set forth above are  applicable to the
      first distribution date in the corresponding  range of distribution dates.
      The cumulative loss percentage for each succeeding  distribution date in a
      range increases  incrementally by 1/12 of the positive  difference between
      the percentage applicable to the first distribution date in that range and
      the percentage applicable to the first distribution date in the succeeding
range.                                                              

Distributions of Interest                                                       

      The  pass-through  rate  for  each  of the  LIBOR  Certificates  for  each
distribution  date is a per annum rate equal to the lesser of (i) the sum of the
one-month LIBOR for that distribution date plus the related  certificate  margin
and (ii) the applicable Net Funds Cap.                                          

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      If the  terminating  entity does not  exercise  its option to purchase the
mortgage  loans when it is first  entitled to do so, as  described  herein under
"--Optional Termination" then with respect to each succeeding distribution date,
the certificate  margin will increase for the LIBOR Certificates as indicated in
the table below.                                                                

The certificate margins for the LIBOR Certificates are as follows:  

                                                     Certificate
         Class of LIBOR Certificates                Margin
            ---------------------------              -----------
                                                     (1)           (2)
          1-A-1.................................     0.140%       0.280%
          2-A-1.................................     0.060%       0.120%
          2-A-2.................................     0.110%       0.220%
          2-A-3.................................     0.150%       0.300%
          2-A-4.................................     0.240%       0.480%
          M-1...................................     0.290%       0.435%
          M-2...................................     0.300%       0.450%
          M-3...................................     0.330%       0.495%
          M-4...................................     0.380%       0.570%
          M-5...................................     0.400%       0.600%
          M-6...................................     0.480%       0.720%
          M-7...................................     0.780%       1.170%
          M-8...................................     1.100%       1.600%
          B-1...................................     1.900%       2.400%
          B-2...................................     2.500%       3.000%
          B-3...................................     2.500%       3.000%
         R.....................................     0.140%         (3)

----------                                                                      
(1)   Prior to and on the first optional  termination  date.                    

(2)   After the first optional termination date.                                

(3)   It  is  expected  that  the  Class  Principal   Balance  of  the  Class  R
      Certificates  will  be  reduced  to  zero  prior  to  the  first  optional
termination date.                                                   

      The amount of  interest  payable on each  distribution  date in respect of
each class of LIBOR  Certificates will equal the sum of (1) Current Interest for
such  class on such date and (2) any  Carryforward  Interest  for such class and
date. Interest will accrue on each class of LIBOR Certificates on the basis of a
360-day  year and the  actual  number of days  elapsed  in the  related  Accrual
Period.                                                                         

      With respect to each  distribution  date,  to the extent that a Basis Risk
Shortfall  exists  for any  class  of LIBOR  Certificates,  such  class  will be
entitled to receive the amount of any Basis Risk  Shortfall  from Monthly Excess
Cashflow treated as paid from and to the extent of funds on deposit in a reserve
fund (the  "Basis  Risk  Reserve  Fund").  The source of funds on deposit in the
Basis Risk  Reserve  Fund will be  limited  to an initial  deposit of $5,000 and
amounts paid in respect of Basis Risk Shortfalls to the offered certificates and
the  Class  B-3  Certificates  that  would  otherwise  be  paid  on the  Class X
Certificates.  Prior to giving  effect to any  withdrawals  from the Basis  Risk
Reserve  Fund or to  amounts  available  to be paid in  respect  of  Basis  Risk
Shortfalls        as       described        herein        under        "--Credit
Enhancement--Overcollateralization"  on such distribution date, the Class 1-A-1,
Class  2-A-1,  Class  2-A-2,  Class 2-A-3 and Class 2-A-4  Certificates  and the
subordinate  certificates  will be  entitled  to receive the amount of any Basis
Risk  Shortfall from available  amounts in the  Supplemental  Interest Trust (as
defined below under "--The Swap Agreement").                                    

      On each  distribution date or, in the case of payments to the Supplemental
Interest  Trust,  on each Swap  Payment  Date (to the extent such  payments  are
available to be made on the related  distribution date), the Interest Remittance
Amount for both loan groups for such date will be paid in the following order of
priority:                                                                       

      (1)   From  the  Interest  Remittance  Amount  for  loan  group  2, to the
trustee, the trustee fee for such date;                 

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      (2)   from the Interest  Remittance Amount for loan group 2, to the Credit
            Risk  Manager,  the Credit Risk  Manager  fee for such  distribution
date;                                                   

      (3)   from  the  Interest  Remittance  Amount  for  loan  group  1, to the
            trustee,  any trustee fee  remaining  unpaid after giving  effect to
clause (1);                                             

      (4)   from the Interest  Remittance Amount for loan group 1, to the Credit
            Risk  Manager,  any Credit Risk Manager fee  remaining  unpaid after
giving effect to clause (2);                            

      (5)   from the Interest  Remittance Amount for loan group 1 and loan group
            2, pro rata, based on the Interest  Remittance  Amount for each loan
            group on such Swap Payment Date, to the Supplemental Interest Trust,
            any Net Trust Swap Payment or Swap  Termination  Payment (unless the
            Swap Counterparty is the Defaulting Party or the sole Affected Party
            (as  defined  in the  ISDA  Master  Agreement))  owed  to  the  Swap
Counterparty;                                           

      (6)   from the Interest  Remittance Amount for loan group 1 and loan group
            2,  to  the  senior   certificates  (other  than  the  Class  A-IO-S
            Certificates),  pro rata based on amounts due,  Current Interest and
            any Carryforward Interest for such Class and such distribution date,
        applied in accordance with the allocation rules set forth below;

      (7)   first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-1 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (8)   first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-2 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (9)   first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-3 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (10)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-4 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (11)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-5 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (12)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-6 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (13)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-7 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (14)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            M-8 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (15)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            B-1 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

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      (16)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            B-2 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date;                  

      (17)  first, from the Interest Remittance Amount for loan group 2 and then
            from the Interest  Remittance  Amount for loan group 1, to the Class
            B-3 Certificates, Current Interest and any Carryforward Interest for
such class and such distribution date; and              

      (18)  for  application  as  part  of  Monthly  Excess  Cashflow  for  such
            distribution      date,     as     described     under     "--Credit
            Enhancement--Overcollateralization"   below,   any   such   Interest
            Remittance  Amount remaining after  application  pursuant to clauses
            (1) through (17) above (such amount,  "Monthly Excess Interest") for
such distribution date.                                 

      The  Interest  Remittance  Amount  for  loan  group  1 and  loan  group  2
distributed  pursuant  to  clause  (6)  above  will  be  applied  to the  senior
certificates as follows:                                                        

      (a)   amounts  distributed to the Class 1-A-1 Certificates will reduce the
            Interest  Remittance Amount for loan group 1 before any reduction to
            the Interest  Remittance  Amount for loan group 2 in respect of such
distribution; and                                       

      (b)   amounts  distributed to the Class R, Class 2-A-1, Class 2-A-2, Class
            2-A-3  and  Class  2-A-4  Certificates  shall  reduce  the  Interest
            Remittance  Amount  for loan  group 2 before  any  reduction  to the
            Interest  Remittance  Amount  for loan  group 1 in  respect  of such
distributions.                                          

The Swap Agreement                                                              

      A separate  trust created under the pooling and servicing  agreement  (the
"Supplemental Interest Trust") will hold a swap agreement (the "Swap Agreement")
documented  by  a  1992  ISDA  Master  Agreement  (Multicurrency-Cross  Border),
together  with a Schedule,  Confirmation  and Credit  Support  Annex between the
trustee,  on  behalf  of the  Supplemental  Interest  Trust  and  Credit  Suisse
International (in such capacity,  the "Swap  Counterparty"),  for the benefit of
the Certificates.                                                               

      Under the Swap  Agreement,  on each Swap Payment  Date (as defined  below)
beginning in December  2006 and until the Swap  Payment Date in September  2011,
(1) the trustee, on behalf of the Supplemental Interest Trust, will be obligated
to pay to the Swap  Counterparty an amount equal to the product of (a) 1/12, (b)
5.35% per annum and (c) the  applicable  Swap  Notional  Amount (the "Trust Swap
Payment") and (2) the Swap Counterparty will be obligated to pay to the trustee,
on behalf of the Supplemental  Interest Trust, an amount equal to the product of
(a) one-month LIBOR (as determined  pursuant to the Swap Agreement in accordance
with the definition of  "USD-LIBOR-BBA"  set forth in the Annex to the 2000 ISDA
Definitions),  (b) a fraction,  the  numerator of which is the actual  number of
days  elapsed  in the  related  Calculation  Period (as  defined  below) and the
denominator  of which is 360 and (c) the  applicable  Swap Notional  Amount (the
"Counterparty Payment"). Payments under the Swap Agreement will be made on a net
basis. The excess,  if any, of a Trust Swap Payment over a Counterparty  Payment
in  connection  with any Swap Payment Date is referred to herein as a "Net Trust
Swap Payment." The excess,  if any, of a Counterparty  Payment over a Trust Swap
Payment in connection with any Swap Payment Date is referred to herein as a "Net
Counterparty Payment."                                                          

      A "Swap  Payment  Date"  means one  business  day (as  defined in the Swap
Agreement)  prior to the 25th  day of each  month  beginning  in  December  2006
through  and  including  September  2011.  The  "Swap  Termination  Date"  means
September 25, 2011.                                                             

      With respect to the Supplemental  Interest Trust, the "Calculation Period"
means each period from and including the 25th day of such calendar month to, but
excluding, the 25th day of the following calendar month, except that the initial
Calculation  Period will  commence  on, and  include,  November 25, 2006 and the
final  Calculation  Period will end on, but exclude,  the Swap Termination Date,
provided  that such  Calculation  Period shall not be adjusted for any "Business
Day Convention" (as defined in the ISDA Master Agreement).                      

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      With respect to the Swap Counterparty, the "Calculation Period" means each
period from and including the 25th day of such calendar month to, but excluding,
the  25th  day  of  the  following  calendar  month,  except  that  the  initial
Calculation  Period will  commence  on, and  include,  November 27, 2006 and the
final  Calculation  Period will end on, but exclude,  the Swap Termination Date,
provided  that  such  Calculation  Period  shall  be  adjusted  pursuant  to the
"Following Business Day Convention" (as defined in the ISDA Master Agreement).  

      The  Swap  Agreement  and  any  payments  made  by the  Swap  Counterparty
thereunder  will be assets of the  Supplemental  Interest  Trust but will not be
assets of any REMIC.                                                            

      The respective  obligations of the Swap  Counterparty and the Supplemental
Interest  Trust to pay specified  amounts due under the Swap  Agreement  will be
subject to the following conditions precedent:  (1) no Swap Event of Default (as
defined  below) or event that with the giving of notice or lapse of time or both
would become a Swap Event of Default shall have occurred and be continuing  with
respect to the Swap Agreement and (2) no "Early Termination Date" (as defined in
the ISDA Master  Agreement)  has occurred or been  effectively  designated  with
respect to any transaction under the Swap Agreement.                            

      "Required Hedge Counterparty  Rating" means (a) either a short-term credit
rating  greater than or equal to "A-1" or, if the substitute  swap  counterparty
does not have a short-term  rating from S&P, a long-term  credit rating  greater
than or equal  to "A+," in each  case by S&P,  (b)  either a  short-term  credit
rating  greater  than or equal to "P-1" (and,  if rated  "P-1" by Moody's,  such
rating  is not on watch  for  possible  downgrade  and  remaining  on watch  for
possible  downgrade) and a long-term credit rating greater than or equal to "A1"
(and,  if rated  "A1" by  Moody's,  such  rating  is not on watch  for  possible
downgrade) or, if the substitute  swap  counterparty  does not have a short-term
credit rating from Moody's,  a long-term  credit rating greater than or equal to
"Aa3" (and, if rated "Aa3", such rating is not on watch for possible downgrade),
in each case by Moody's and (c) either a short-term  credit rating  greater than
or equal to "F-1" or a long-term  credit rating  greater than or equal to "A" by
Fitch (collectively,  the "Guarantor Rating  Requirements"),  only to the extent
the applicable Certificates are rated by the relevant Rating Agency             

      "Swap  Default"  means  the  occurrence  of a Swap  Event  of  Default,  a
Termination   Event  with  respect  to  the  Swap  Agreement  or  an  Additional
Termination Event with respect to the Swap Agreement.                           

      "Events  of  Default"  under  the Swap  Agreement  (each a "Swap  Event of
Default")  include the  following  standard  events of default as  described  in
Sections 5(a)(i), 5(a)(vii) and 5(a)(viii) of the ISDA Master Agreement:        

o     "Failure to Pay or Deliver,"                                  

      o     "Bankruptcy,"  provided  that clause (2) thereof  shall not apply to
the Supplemental Interest Trust, and                    

      o     "Merger  without  Assumption"  (but  only with  respect  to the Swap
Counterparty).                                          

      "Termination Events" under the Swap Agreement (each a "Termination Event")
include the  following  standard  termination  events as  described  in Sections
5(b)(i), 5(b)(ii) and 5(b)(iii) of the ISDA Master Agreement:                   

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

      o     "Tax Event"  (which  generally  relates to either  party to the Swap
            Agreement receiving a payment under the Swap Agreement from which an
            amount has been  deducted or withheld for or on account of taxes due
to a change in tax law); and                            

      o     "Tax  Event  Upon  Merger"  (which  generally  relates  to the  Swap
            Counterparty making a payment under the Swap Agreement from which an
            amount  has been  deducted  or  withheld  for or on account of taxes
resulting from a merger).                               

In addition, there are "Additional Termination Events"              

      (a) relating to the Supplemental  Interest Trust, as specified in the Swap
Agreement; and                                                                  

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      (b) relating to the Swap Counterparty's ratings whereby, if the ratings of
the debt obligations of the Swap Counterparty fall below the levels specified in
the Swap Agreement and the Swap Counterparty fails, at its cost, and only to the
extent the applicable  Certificates are rated by the relevant Rating Agency,  to
perform one or more actions  within the time  specified  in the Swap  Agreement,
including, but not limited to:                                                  

      o     furnishing a guarantee of the Swap Counterparty's  obligations under
            the Swap  Agreement  from a guarantor  that has the  Required  Hedge
Counterparty Rating;                                    

      o     posting collateral securing its obligations under the Swap Agreement
according to the terms of the Swap Agreement; or        

      o     obtaining  a  substitute  swap  counterparty  to  replace  the  Swap
            Counterparty  (and  providing  written  notice to each rating agency
            with respect to such replacement) that is subject to approval by S&P
            (as  provided  in the Swap  Agreement)  and has the  Required  Hedge
Counterparty Rating.                                    

      If the credit ratings of the Swap Counterparty, to the extent the relevant
Rating Agency is rating the applicable Certificates,  are downgraded to a rating
level below "BBB-" by S&P (or S&P withdraws  its rating),  at or below "Baa1" by
Moody's (or "A3" if the Swap Counterparty does not have a short term rating), at
or below  "P-3" by  Moody's,  or below  "BBB+" or "F-2" by Fitch,  then the Swap
Counterparty must seek to replace itself with a substitute swap counterparty and
may in certain  circumstances  be  required to post  collateral  while such swap
counterparty  is being  found.  Failure  to  comply  with the  rating  downgrade
provisions   set  out  in  the  Swap  Agreement  may  constitute  an  Additional
Termination Event in respect of the Swap Counterparty.                          

      Upon  any  Swap  Default,  the  Supplemental  Interest  Trust  or the Swap
Counterparty 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 Swap  Agreement  computed in accordance  with the procedures set forth in
the Swap  Agreement  taking into account the present value of the unpaid amounts
that  would  have  been  owed by the  Supplemental  Interest  Trust and the Swap
Counterparty  under the remaining  scheduled term of the Swap Agreement.  In the
event  that the  trustee,  on  behalf of the  Supplemental  Interest  Trust,  is
required to make a Swap  Termination  Payment,  that payment will be paid on the
related Swap Payment Date, and on any  subsequent  Swap Payment Dates until paid
in full, in accordance with the priorities set forth under  "--Distributions  of
Interest",      "--Distributions      of      Principal"      and      "--Credit
Enhancement--Overcollateralization".                                            

      In addition,  the Swap  Counterparty may (except in the case of a transfer
pursuant  to the  rating  downgrade  provisions  discussed  above),  subject  to
acknowledgement  by each of the Rating  Agencies that the rating of the relevant
certificate  will not be downgraded or withdrawn,  assign its obligations  under
the Swap Agreement (i) with the prior written consent of the trustee,  on behalf
of the Supplemental Interest Trust, to an unaffiliated party or (ii) without the
prior written  consent of the trustee,  on behalf of the  Supplemental  Interest
Trust,  to an  affiliated  party,  that  either has at least  equivalent  credit
ratings  as  the  Swap  Counterparty  Rating  Requirements  or has  furnished  a
guarantee,  subject  to  approval  by S&P,  of its  obligations  under  the Swap
Agreement  from a  guarantor  with at least  equivalent  credit  ratings  as the
Guarantor Rating Requirements.                                                  

      Any Net Trust Swap Payment deposited to the Supplemental Interest Trust by
the trustee will be distributed to the Swap  Counterparty.  To the extent that a
Swap  Termination  Payment is made by the Swap  Counterparty to the Supplemental
Interest  Trust,  such specific amount shall be used to make any upfront payment
required under a replacement  swap agreement and to the extent that any payments
are received from a replacement swap counterparty as payment by such replacement
swap  counterparty  to enter into a  replacement  transaction(s),  such specific
amounts shall be used to pay directly any termination payments owing to the Swap
Counterparty that is being replaced.                                            

      Notwithstanding  anything to the contrary  contained  herein, in the event
that a replacement  swap agreement is not obtained  within 30 days after receipt
by the  trustee  of the  Swap  Termination  Payment  paid by the  original  Swap
Counterparty,  the trustee will deposit such Swap  Termination  Payment into the
Supplemental  Interest Trust and will, on each distribution date,  withdraw from
the Supplemental Interest Trust an amount equal to the Net                      

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Counterparty  Payment,  if any,  that would  have been paid to the  Supplemental
Interest Trust by the original Swap  Counterparty  (computed in accordance  with
the terms of the original  Swap  Agreement)  and  distribute  such amount in the
priority set forth below.                                                       

      Any Net Counterparty Payment deposited to the Supplemental  Interest Trust
by the Swap Counterparty will be distributed on the related distribution date as
follows:                                                                        

      (i) to the senior certificates (other than the Class A-IO-S Certificates),
pro rata based on amounts due, Current  Interest and any  Carryforward  Interest
for such Class and  distribution  date,  after giving effect to distributions of
such amounts as described under "--Distributions of Interest."                  

      (ii) to the Class M-1,  Class M-2,  Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3  Certificates,  in
that order,  Current Interest and any  Carryforward  Interest for such Class and
distribution  date,  after  giving  effect to  distributions  of such amounts as
described under "--Distributions of Interest."                                  

      (iii) to the Principal Remittance Amount, the Net Cumulative Realized Loss
Amount on such distribution date.                                               

      (iv) to the Class M-1,  Class M-2,  Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class B-3  Certificates,  in
that order,  any  applicable  Deferred  Amounts,  with  interest  thereon at the
applicable  pass-through rate, prior to giving effect to amounts available to be
paid in respect of  Deferred  Amounts as  described  hereunder  under  "--Credit
Enhancement--Overcollateralization" on such distribution date;                  

      (v) to the LIBOR Certificates, any applicable Basis Risk Shortfalls, prior
to giving  effect to any  withdrawals  from the Basis Risk  Reserve Fund or from
amounts  available to be paid in respect of Basis Risk  Shortfalls  as described
herein under "--Credit  Enhancement--Overcollateralization" on such distribution
date; and                                                                       

(vi) to the Class X Certificates, any remaining amounts.            

      Payments from the Supplemental Interest Trust to pay Basis Risk Shortfalls
to the  LIBOR  Certificates  will be made  in the  order  in  which  Basis  Risk
Shortfalls  are paid from Monthly  Excess  Cashflow,  as described  herein under
"--Credit Enhancement--Overcollateralization" on such distribution date.        

      On  the  closing  date,  the  Supplemental  Interest  Trust  or  the  Swap
Counterparty  may make a payment to the other  party to account  for  changes in
market  conditions  between the time that the terms of the Swap  Agreement  were
determined for the purpose of structuring and marketing the certificates and the
time that the Swap Agreement  price was determined.  Any payment  required to be
made by the Supplemental Interest Trust to the Swap Counterparty will be paid by
the depositor  and will not diminish the value of the trust assets.  Any payment
required to be made by the Swap Counterparty to the Supplemental  Interest Trust
will be distributed by the Supplemental Interest Trust to the depositor and will
not be available for distribution to certificateholders.                        

Distributions of Principal                                                      

      Distributions of principal on the Class 1-A-1,  Class 2-A-1,  Class 2-A-2,
Class 2-A-3,  Class 2-A-4 and Class R  Certificates  will be made primarily from
the Principal  Payment  Amount,  to the extent of available  funds, as described
below.  Distributions of principal on the Class M-1, Class M-2, Class M-3, Class
M-4,  Class M-5, Class M-6, Class M-7, Class M-8, Class B-1, Class B-2 and Class
B-3 Certificates  will be made primarily from the Principal Payment Amount after
distributions of principal have been made on the senior certificates.           

      The Principal Payment Amount will be paid on each  distribution  date, or,
in the case of payments to the Supplemental Interest Trust, on each Swap Payment
Date (to the  extent  such  payments  are  available  to be made on the  related
distribution date), as follows:                                                 

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      I.    On each distribution date (a) prior to the Stepdown Date or (b) with
            respect to which a Trigger Event has occurred and is continuing, or,
            in the case of payments to the Supplemental  Interest Trust, on each
            Swap Payment Date, the Principal  Payment Amount will be paid in the
following order of priority:                            

            (i)   first from the Principal  Remittance  Amount derived from loan
                  group 2 and then from the Principal  Remittance Amount derived
                  from  loan  group 1, to the  Supplemental  Interest  Trust any
                  unpaid Swap Termination  Payment owed to the Swap Counterparty
                  (unless the Swap  Counterparty is the Defaulting  Party or the
                  sole   Affected   Party  (as   defined  in  the  ISDA   Master
Agreement));                                

            (ii)  (a) from the  Principal  Remittance  Amount  derived from loan
                  group  1,   sequentially,   first  to  (x)  the  Class   1-A-1
                  Certificates,  until the Class  Principal  Balance  thereof is
                  reduced to zero, and then to (y) the Class 2-A-1, Class 2-A-2,
                  Class 2-A-3 and Class 2-A-4 Certificates, in that order, until
                  the  respective  Class  Principal  Balance  of such  class  is
reduced to zero; and                        

                  (b) from the  Principal  Remittance  Amount  derived from loan
                  group 2, sequentially,  first (w) to the Class R Certificates,
                  until the Class Principal  Balance thereof is reduced to zero,
                  second (x) on the first distribution date after the expiration
                  of the latest expiring prepayment penalty term, to the Class P
                  Certificates,  until the Class Principal Balance is reduced to
                  zero, third (y) to the Class 2-A-1,  Class 2-A-2,  Class 2-A-3
                  and  Class  2-A-4  Certificates,  in  that  order,  until  the
                  respective Class Principal Balance of such class is reduced to
                  zero,  and fourth (z) to the Class 1-A-1  Certificates,  until
           the Class Principal Balance thereof is reduced to zero;

            (iii) to the Class  M-1  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (iv)  to the Class  M-2  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (v)   to the Class  M-3  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (vi)  to the Class  M-4  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (vii) to the Class  M-5  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

          (viii) to the Class  M-6  Certificates,  until  the Class  Principal
   Balance of such class has been reduced to zero;

            (ix)  to the Class  M-7  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (x)   to the Class  M-8  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (xi)  to the Class  B-1  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (xii) to the Class  B-2  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

          (xiii) to the Class  B-3  Certificates,  until  the Class  Principal
       Balance of such class has been reduced to zero; and

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            (xiv) for  application as part of Monthly  Excess  Cashflow for such
                  distribution    date,    as    described    under    "--Credit
                  Enhancement--Overcollateralization"  below, any such Principal
                  Payment Amount remaining after application pursuant to clauses
(i) through (xiii) above.                   

      II.   On each  distribution date (a) on or after the Stepdown Date and (b)
            with  respect to which a Trigger  Event has not  occurred  or is not
            continuing, or, in the case of payments to the Supplemental Interest
            Trust,  on each Swap Payment  Date (to the extent such  payments are
            available  to  be  made  on  the  related  distribution  date),  the
            Principal Payment Amount for such date will be paid in the following
order of priority:                                      

            (i)   first from the Principal  Remittance  Amount derived from loan
                  group 2 and then from the Principal  Remittance Amount derived
                  from  loan  group 1, to the  Supplemental  Interest  Trust any
                  unpaid Swap Termination  Payment owed to the Swap Counterparty
                  (unless the Swap  Counterparty is the Defaulting  Party or the
                  sole   Affected   Party  (as   defined  in  the  ISDA   Master
Agreement));                                

            (ii)  (a) from the  Principal  Remittance  Amount  derived from loan
                  group  1,   sequentially,   first  (x)  to  the  Class   1-A-1
                  Certificates,  until the Class  Principal  Balance  thereof is
                  reduced to zero, and then (y) to the Class 2-A-1, Class 2-A-2,
                  Class 2-A-3 and Class 2-A-4 Certificates, in that order, until
                  the  respective  Class  Principal  Balance  of such  class  is
                  reduced  to  zero,  the  Group  1  Allocation  Amount  and the
                  component  of the  Principal  Remittance  Amount  representing
                  payments under the Swap Agreement to cover Realized  Losses on
the group 1 mortgage loans; and             

                  (b) from the  Principal  Remittance  Amount  derived from loan
                  group 2,  sequentially,  first (x) on the  first  distribution
                  date after the  expiration of the latest  expiring  prepayment
                  penalty  term,  to the Class P  Certificates,  until the Class
                  Principal  Balance is reduced to zero, second (y) to the Class
                  2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4  Certificates,
                  in that order, until the respective Class Principal Balance of
                  such class is reduced to zero and third (z) to the Class 1-A-1
                  Certificates,  until the Class  Principal  Balance  thereof is
                  reduced  to  zero,  the  Group  2  Allocation  Amount  and the
                  component  of the  Principal  Remittance  Amount  representing
                  payments under the Swap Agreement to cover Realized  Losses on
the group 2 mortgage loans;                 

            (iii) to the  Class  M-1  Certificates,  the M-1  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (iv)  to the  Class  M-2  Certificates,  the M-2  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (v)   to the  Class  M-3  Certificates,  the M-3  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (vi)  to the  Class  M-4  Certificates,  the M-4  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (vii) to the  Class  M-5  Certificates,  the M-5  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (viii) to the  Class M-6  Certificates,  the M-6  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (ix)  to the  Class  M-7  Certificates,  the M-7  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

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            (x)   to the  Class  M-8  Certificates,  the M-8  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (xi)  to the  Class  B-1  Certificates,  the B-1  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (xii) to the  Class  B-2  Certificates,  the B-2  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
   Balance of such class has been reduced to zero;

            (xiii) to the  Class B-3  Certificates,  the B-3  Principal  Payment
                  Amount for such  distribution  date, until the Class Principal
       Balance of such class has been reduced to zero; and

            (xiv) for  application as part of Monthly  Excess  Cashflow for such
                  distribution    date,    as    described    under    "--Credit
                  Enhancement--Overcollateralization"  below, any such Principal
                  Payment Amount remaining after application pursuant to clauses
(i) through (xiii) above.                   

Credit Enhancement                                                              

      Credit   enhancement  for  the  offered   certificates   consists  of  the
subordination  of the subordinate  certificates,  the priority of application of
Realized  Losses,  overcollateralization  and amounts  available  under the Swap
Agreement to cover certain Realized Losses on the mortgage loans.               

      Subordination.  The rights of holders of the  subordinate  certificates to
receive payments with respect to the mortgage loans will be subordinated to such
rights of holders of each class of offered certificates having a higher priority
of   payment,   as   described   under   "--Distributions   of   Interest"   and
"--Distributions  of Principal."  This  subordination is intended to enhance the
likelihood of regular receipt by holders of offered certificates having a higher
priority of payment of the full amount of interest and  principal  distributable
thereon,  and to  afford  such  certificateholders  limited  protection  against
Realized Losses incurred with respect to the mortgage loans.                    

      The limited protection afforded to holders of classes of certificates with
a higher priority of payment by means of the subordination of certain classes of
certificates  having a lower  priority of payment  will be  accomplished  by the
preferential  right of holders of such  classes  of  certificates  with a higher
priority of payment to receive  distributions  of interest and  principal on any
distribution date prior to classes with a lower priority of payment.            

      Application  of Realized  Losses.  If a mortgage loan becomes a Liquidated
Mortgage Loan, the related Net Liquidation  Proceeds, to the extent allocable to
principal,  may be less than the outstanding  principal balance of such mortgage
loan. The amount of such  insufficiency is a "Realized Loss." Realized Losses on
mortgage  loans will have the effect of reducing  amounts  payable in respect of
the Class X  Certificates  (both  through  the  application  of  Monthly  Excess
Interest   to  fund   such   deficiency   and   through  a   reduction   in  the
Overcollateralization Amount for the related distribution date).                

      If on any  distribution  date,  after giving effect to all Realized Losses
incurred with respect to mortgage  loans during the  Collection  Period for such
distribution  date and  payments of  principal on such  distribution  date,  the
aggregate  Class  Principal  Balance of the  certificates  exceeds the Aggregate
Collateral  Balance for such  distribution  date (such excess,  an "Applied Loss
Amount"),  such amount will be allocated  in  reduction  of the Class  Principal
Balance of first, the Class B-3 Certificates,  until the Class Principal Balance
thereof has been reduced to zero; second, the Class B-2 Certificates,  until the
Class Principal  Balance thereof has been reduced to zero;  third, the Class B-1
Certificates,  until the Class  Principal  Balance  thereof has been  reduced to
zero;  fourth,  the Class M-8  Certificates,  until the Class Principal  Balance
thereof has been reduced to zero; fifth, the Class M-7  Certificates,  until the
Class Principal  Balance thereof has been reduced to zero;  sixth, the Class M-6
Certificates,  until the Class  Principal  Balance  thereof has been  reduced to
zero;  seventh,  the Class M-5  Certificates,  until the Class Principal Balance
thereof has been reduced to zero; eighth, the Class M-4 Certificates,  until the
Class Principal  Balance thereof has been reduced to zero;  ninth, the Class M-3
Certificates,  until the Class  Principal  Balance  thereof has been  reduced to
zero;  tenth,  the Class M-2  Certificates,  until the Class  Principal  Balance
thereof has been  reduced to zero;  and  eleventh,  the Class M-1  Certificates,
until the Class  Principal  Balance  thereof has been reduced to zero.          

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The Class Principal Balance of the Class 1-A-1,  Class 2-A-1, Class 2-A-2, Class
2-A-3 and Class  2-A-4  Certificates  will not be reduced by the  allocation  of
Applied Loss Amounts.                                                           

      Holders of  subordinate  certificates  will not  receive  any  payments in
respect of Applied  Loss  Amounts,  except to the  extent of  available  Monthly
Excess  Cashflow  and amounts paid under the Swap  Agreement,  each as described
below.                                                                          

      Swap   Agreement.   In  certain   circumstances,   payments  made  to  the
Supplemental  Interest  Trust under the Swap Agreement may be available to cover
certain  Realized Losses on the mortgage loans, as described herein under "--The
Swap Agreement."                                                                

Overcollateralization.                                              

      As of the closing date, the Aggregate Collateral Balance as of the initial
cut-off date will exceed the aggregate  outstanding  Class Principal  Balance of
the LIBOR  Certificates  and the  Class P  Certificates  in an  amount  equal to
approximately  1.75%  of the  Aggregate  Collateral  Balance  as of the  initial
cut-off date (including  amounts on deposit in the Prefunding  Account as of the
closing  date).  This  feature  is  referred  to as  overcollateralization.  The
weighted  average net mortgage rate of the mortgage loans is generally  expected
to be  higher  than  the  weighted  average  of the  pass-through  rates  of the
certificates plus certain expenses of the trust, thus generating excess interest
collections. This Monthly Excess Interest will be available on each distribution
date to maintain the required level of  overcollateralization.  Such application
of interest  collections as payments of principal will cause the aggregate Class
Principal  Balance  of the  certificates  to  amortize  more  rapidly  than  the
Aggregate    Loan    Balance.    However,    Realized    Losses    will   reduce
overcollateralization,  and Monthly  Excess  Interest may not be  sufficient  to
maintain  the  required   level  of   overcollateralization,   resulting  in  an
Overcollateralization Deficiency.                                               

      In addition,  to the extent that a Trigger  Event has not occurred and the
Overcollateralization Amount exceeds the Targeted  Overcollateralization Amount,
a portion of the Principal Remittance Amount will not be applied in reduction of
the aggregate Class Principal Balance of the certificates,  but will instead, be
applied as described below.                                                     

      On each distribution date, the Monthly Excess Cashflow will be distributed
in the following order of priority,  provided,  however,  the distributions,  if
any,  made  pursuant to subclause  (26) will be made on the Swap Payment Date to
the extent such distributions would be made on such distribution date:          

      (1)(A) until  the  aggregate   Class   Principal   Balance  of  the  LIBOR
            Certificates  equals  the  Aggregate  Collateral  Balance  for  such
            distribution  date minus the Targeted  Overcollateralization  Amount
            for such date, on each  distribution  date (a) prior to the Stepdown
            Date or (b) with respect to which a Trigger Event has occurred or is
            continuing,  to the  extent  of  Monthly  Excess  Interest  for such
            distribution date, to the LIBOR Certificates, in the following order
of priority:                                            

            (a)   (i) to the extent of the Monthly Excess Interest  derived from
                  loan  group  1,  sequentially,  first to (x) the  Class  1-A-1
                  Certificates,  until the Class  Principal  Balance  thereof is
                  reduced to zero, and then to (y) the Class 2-A-1, Class 2-A-2,
                  Class 2-A-3 and Class 2-A-4 Certificates, in that order, until
                  the  respective  Class  Principal  Balance  of such  class  is
            reduced to zero, the Group 1 Excess Interest Amount; and

                  (ii) sequentially,  first to (x) the Class 2-A-1, Class 2-A-2,
                  Class 2-A-3 and Class 2-A-4 Certificates, in that order, until
                  the  respective  Class  Principal  Balance  of such  class  is
                  reduced to zero and then to (y) the Class 1-A-1  Certificates,
                 until the Class Principal Balance thereof is reduced to zero;

            (b)   to the Class  M-1  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

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            (c)   to the Class  M-2  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (d)   to the Class  M-3  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (e)   to the Class  M-4  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (f)   to the Class  M-5  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (g)   to the Class  M-6  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (h)   to the Class  M-7  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (i)   to the Class  M-8  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (j)   to the Class  B-1  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (k)   to the Class  B-2  Certificates,  until  the  Class  Principal
   Balance of such class has been reduced to zero;

            (l)   to the Class  B-3  Certificates,  until  the  Class  Principal
       Balance of such class has been reduced to zero; and

            (B) on each distribution date on or after the Stepdown Date and with
            respect  to  which  a  Trigger  Event  has  not  occurred  or is not
            continuing,  to fund any principal distributions required to be made
            on such  distribution  date set forth  above in  subclause  II under
            "--Distributions   of   Principal,"   after  giving  effect  to  the
            distribution  of the  Principal  Payment  Amount for such  date,  in
accordance with the priorities set forth therein;       

      (2)   to the Class M-1  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (3)   to the Class M-2  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (4)   to the Class M-3  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (5)   to the Class M-4  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (6)   to the Class M-5  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (7)   to the Class M-6  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

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      (8)   to the Class M-7  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (9)   to the Class M-8  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (10)  to the Class B-1  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (11)  to the Class B-2  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (12)  to the Class B-3  Certificates,  any Deferred  Amount with  interest
thereon at the pass-through rate for such class;        

      (13)  to the Class 1-A-1,  Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class
            2-A-4  Certificates,  pro rata based on amounts due, any  applicable
Basis Risk Shortfall for each such class;               

      (14)  to the Class M-1  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (15)  to the Class M-2  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (16)  to the Class M-3  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (17)  to the Class M-4  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (18)  to the Class M-5  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (19)  to the Class M-6  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (20)  to the Class M-7  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (21)  to the Class M-8  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (22)  to the Class B-1  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (23)  to the Class B-2  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (24)  to the Class B-3  Certificates,  any applicable Basis Risk Shortfall
for such class;                                         

      (25)  to the Basis  Risk  Reserve  Fund,  any amount  required  to be paid
thereto;                                                

      (26)  to the Supplemental Interest Trust, any Swap Termination Payment (if
            the Swap  Counterparty is the Defaulting  Party or the sole Affected
            Party (as  defined in the ISDA Master  Agreement))  owed to the Swap
Counterparty;                                           

      (27)  to the  Class  X  Certificates,  the  amount  distributable  thereon
pursuant to the pooling and servicing agreement; and    

      (28)  to  the  Class  R  Certificates,  any  remaining  amount.  It is not
            anticipated  that any  amounts  will be  distributed  to the Class R
Certificates under this clause (28).                    

      Distributions  pursuant to subclauses (2) through (12) on any distribution
date will be made  after  giving  effect to  withdrawals  from the  Supplemental
Interest Trust to pay Deferred Amounts on such date.  Distributions  pursuant to
subclauses (13) through (24) on any distribution  date will be made after giving
effect to  withdrawals                                                          

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from the Supplemental Interest Trust to pay Basis Risk Shortfalls to the offered
certificates and the Class B-3 Certificates on such date.                       

Final Scheduled Distribution Date                                               

      The Final Scheduled  Distribution Date for the offered certificates is the
distribution  date in January  2037,  which is the  distribution  date one month
after the latest possible  maturing  mortgage loan in any loan group. As to each
class, the actual final  distribution date may be earlier or later, and could be
substantially earlier, than such class's Final Scheduled Distribution Date.     

Optional Termination                                                            

      On any  distribution  date on or  after  which  the  Aggregate  Collateral
Balance is less than 10% of the Aggregate Loan Balance as of the initial cut-off
date plus  amounts on deposit in the  Prefunding  Account as of the closing date
and certain  conditions  specified in the pooling and  servicing  agreement  are
satisfied,  the  Terminating  Entity may,  but is not  required  to,  direct the
servicer  servicing the largest  percentage of the mortgage loans at the time of
such optional termination to purchase,  on behalf of the Terminating Entity, the
mortgage  loans,  any REO Property and the other assets in the trust for a price
equal to the sum of (i) 100% of the aggregate  outstanding  principal balance of
the mortgage loans plus accrued interest thereon at the applicable mortgage rate
to the date of purchase,  (ii) with respect to any REO  Property,  the lesser of
(x) the  appraised  value of any REO Property as determined by the higher of two
appraisals completed by two independent  appraisers selected by the depositor at
the  expense  of the  depositor  and (y) the  Stated  Principal  Balance of each
mortgage loan related to any REO  Property,  in each case and related to any REO
Property,  in  each  case  plus  accrued  and  unpaid  interest  thereon  at the
applicable mortgage rate, (iii) any unreimbursed Advances and servicing fees and
other  amounts  payable to the  servicers and the trustee and (iv) the amount of
any unpaid Swap  Termination  Payment  owed to the Swap  Counterparty  (the "Par
Value").                                                                        

The "Terminating Entity" shall be:                                  

      (i) the holder of the largest percentage interest of Class X Certificates,
unless the holder of the largest percentage  interest of Class X Certificates is
the  depositor  or an  affiliate  of the  depositor  and DLJMC  does not own any
servicing rights with respect to any mortgage loan on such optional  termination
date;                                                                           

      (ii)  the  holder  of the  next  largest  percentage  interest  of Class X
Certificates,  if the  holder  of the  largest  percentage  interest  of Class X
Certificates  is the  depositor or an affiliate of the  depositor and DLJMC does
not own any servicing  rights with respect to any mortgage loan on such optional
termination date; or                                                            

      (iii) the servicer  servicing the largest  percentage of mortgage loans at
the time of such optional  termination,  if the depositor or an affiliate of the
depositor is the holder of 100% of the Class X  Certificates  and DLJMC does not
own any  servicing  rights with  respect to any mortgage  loan on such  optional
termination date; provided, however, that if such servicer does not exercise its
option to  purchase  the  mortgage  loans  remaining  in the  trust,  each other
servicer,  in sequential  order from the servicer  servicing the second  largest
percentage,  the  third  largest  percentage,  and so  forth,  to  the  servicer
servicing the smallest percentage, in each case by outstanding principal balance
of  the  mortgage  loans  on  such  optional  termination  date,  shall  be  the
terminating entity.                                                             

;provided, that, if the holder of the Class X Certificates is eligible to be the
Terminating  Entity on any optional  termination  date and does not exercise its
right to  purchase  all of the  mortgage  loans  from the  trust,  the option to
purchase  the  mortgage  loans on such  optional  termination  date shall not be
exercised.                                                                      

      If such option is  exercised,  the trust will be  terminated  effecting an
early retirement of the certificates. There can be no assurance when such option
will be exercised.                                                              

      If the purchase  option is exercised with respect to the mortgage loans it
will  effect  an early  retirement  of the  certificates.  Distributions  on the
certificates  relating  to  any  optional  termination  will  be  treated  as  a
prepayment of the mortgage loans and paid in accordance  with the priorities and
amounts set forth above under  "Description of the                              

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Certificates".  The proceeds  from that  distribution  may not be  sufficient to
distribute the full amount to which each class of certificates is entitled.     

The Trustee                                                                     

      U.S. Bank National Association ("U.S. Bank") will act as trustee under the
pooling and servicing agreement. U.S. Bank is a national banking association and
a  wholly-owned  subsidiary of U.S.  Bancorp,  which is currently  ranked as the
sixth  largest  bank  holding  company in the United  States  with total  assets
exceeding  $213 billion as of June 30, 2006. As of June 30, 2006,  U.S.  Bancorp
served approximately 13.5 million customers, operated 2,434 branch offices in 24
states and had over 51,000  employees.  A network of  specialized  U.S.  Bancorp
offices across the nation, inside and outside its 24-state footprint, provides a
comprehensive line of banking, brokerage, insurance, investment, mortgage, trust
and  payment  services  products  to  consumers,  businesses,   governments  and
institutions.                                                                   

      U.S. Bank has one of the largest corporate trust businesses in the country
with offices in 31 U.S.  cities.  The pooling and  servicing  agreement  will be
administered  from U.S.  Bank's  corporate trust office located at 60 Livingston
Avenue, St. Paul, Minnesota 55107.                                              

      U.S. Bank has provided corporate trust services since 1924. As of June 30,
2006,  U.S.  Bank was acting as trustee  with  respect  to 57,621  issuances  of
securities  with  an  aggregate  outstanding  principal  balance  of  over  $1.7
trillion. This portfolio includes corporate and municipal bonds, mortgage-backed
and asset-backed securities and collateralized debt obligations.                

      On  December  30,  2005,  U.S.  Bank  purchased  the  corporate  trust and
structured finance trust services businesses of Wachovia Corporation.  Following
the closing of the  transaction,  the Wachovia  affiliate  named as fiduciary or
agent,  as  applicable,  under each client  agreement will continue in that role
until  U.S.  Bank  succeeds  to that  role in  accordance  with the terms of the
governing instrument or agreement and applicable law.                           

      On July 24,  2006,  U.S.  Bank  entered  into a  definitive  agreement  to
purchase the municipal and corporate  bond trustee  business of SunTrust  Banks,
Inc. The transaction is subject to certain regulatory  approvals and is expected
to close by the end of the third quarter 2006 with conversion  occurring  during
the first quarter 2007.  Following the closing of the acquisition,  the SunTrust
affiliate  named as  fiduciary  or  agent,  as  applicable,  under  each  client
agreement  will  continue in that role until U.S.  Bank succeeds to that role in
accordance  with  the  terms  of  the  governing  instrument  or  agreement  and
applicable law.                                                                 

      The  trustee   shall  make  each  monthly   statement   available  to  the
certificateholders     via     the     trustee's     internet     website     at
http://www.usbank.com/abs.  Certificateholders with questions may direct them to
the trustee's bondholder services group at (800) 934-6802.                      

      As of June 30, 2006, U.S. Bank (and its affiliate U.S. Bank Trust National
Association) was acting as trustee on 202 issuances of sub-prime mortgage backed
securities  with an outstanding  aggregate  principal  balance of  approximately
$48,013,400,000.                                                                

      The  trustee's  procedures  for  performing  its duties as required by the
pooling and servicing agreement are set forth as follows:                       

      A U.S. Bank analyst (an "Analyst") will review the relevant executed legal
transaction documents for this transaction  (collectively,  the "Documents") and
program the distribution  module of U.S. Bank's  cash-flow  modeling system (the
"System")  to provide  the  necessary  calculations  for this  transaction.  The
programming will consist of modeling all collection and withdrawal activity that
will take place in all of the issuing entity  accounts for this  transaction and
modeling   the   payment   priorities   (the   disbursement   of  cash)  to  the
certificateholders  and various other  parties.  All trigger events set forth in
the Documents will be modeled without regard to probability of occurrence.      

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      Prior to the first  distribution to the  certificateholders,  a supervisor
for the  transaction  (the  "Supervisor")  will  create  an  independent  review
spreadsheet,  which will be based on the  Documents  and will be processed  each
month and compared to the System model output.  The Supervisor  will also review
the content of the certificateholder  statements prior to the first distribution
date to ensure that all  information  required by the  Documents  is present and
correct.                                                                        

      The entire distribution program will undergo a line-by-line formula review
by the  Supervisor  prior to the sixth month of  distributions,  and in no event
later than the  earliest  date a trigger  event could  occur.  The  Supervisor's
responsibility is to make sure that the program is consistent with the terms and
payment  priorities  set forth in the Documents  and that the  certificateholder
statement includes all items required to be reported by the Documents.          

      On a monthly  basis,  an  Analyst  will  obtain  from the  servicer a file
containing  the  payment  activity  for  the  related  collection  period  on  a
loan-by-loan  basis.  The loan file will be converted  to a database  format and
loaded  into the  System  program.  Prior to  processing,  the loan data will be
reviewed to determine  the  reasonableness  of the data based on loan level data
received with respect to the cut-off date or the most recent collection  period.
Once the loan data is  confirmed  with the  servicer,  the  analyst  will  input
several  aggregate  amounts  into a System  database  and begin  processing  the
distributions through the System.                                               

      To the extent U.S.  Bank is required by the  documents to  re-compute  any
loan-data  elements  supplied  by the  servicer,  U.S.  Bank will do so based on
information   received   from  the   servicer.   U.S.  Bank  will  identify  all
discrepancies and bring them to the attention of the servicer for resolution. If
all discrepancies  are not resolved by the date required in the Documents,  U.S.
Bank will deliver a discrepancy memorandum to the servicer.                     

      The  distribution  reports will be reviewed by the Analyst and then by the
Supervisor using a transaction-specific checklist. Any corrections identified by
the Supervisor  will be corrected by the Analyst and reviewed by the Supervisor.
The Supervisor  also will be responsible  for the timely  delivery of reports to
the administration unit for processing all cashflow items.                      

      In the past three years,  the trustee has not made material changes to the
policies  and   procedures  of  its  securities   administration   services  for
mortgage-backed  securities.   However,  the  trustee  acquired  the  securities
administration  business  of State  Street Bank and Trust  Company in 2002,  and
prior to  January 1,  2006,  the  officers  and  employees  in the office of the
securities  administrator  acquired  from State Street used  slightly  different
procedures   than   those  set  forth   above  to  review   the  data  for  each
certificateholder  statement. Instead of creating an independent spreadsheet for
review,  a  Supervisor  reviewed  each  line  of  a  proposed  certificateholder
statement prior to its  distribution.  As of January 1, 2006, all offices of the
trustee will use the procedures set forth above.                                

      The trustee's duties are limited solely to its express  obligations  under
the  pooling and  servicing  agreement.  For  information,  with  respect to the
trustee's   liability  under  the  pooling  and  servicing   agreement  and  any
indemnification  that the trustee  will be entitled to from the issuing  entity,
see "The Trust Fund--Certain Matters Regarding the Servicer, the Depositor,  the
Trustee and the Special Servicer" in the accompanying prospectus.               

      The trustee may resign at any time, in which event the  depositor  will be
obligated  to appoint a successor  trustee.  The  depositor  may also remove the
trustee if the  trustee  ceases to be  eligible  to  continue  as such under the
pooling and servicing  agreement or if the trustee  becomes  incapable of acting
under the pooling and servicing agreement or insolvent.  The trustee may also be
removed at any time by the  certificateholders  evidencing  not less than 50% of
the voting rights  evidenced by the  certificates.  In such  circumstances,  the
depositor will also be obligated to appoint a successor trustee. Any resignation
or removal of the trustee and appointment of a successor trustee will not become
effective  until  acceptance of the  appointment by the successor  trustee.  Any
expenses  associated  with the  resignation  or removal of the  trustee  and the
appointment of a successor will generally be paid by the depositor or the trust.

      The trustee,  or any of its  affiliates,  in its  individual  or any other
capacity,  may  become the owner or pledgee  of  certificates  and may  transact
business with other interested  parties with the same rights as it would have if
it were not trustee.                                                            

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     The trustee will not be liable under the pooling and servicing agreement:

      o     expect for the  performance  of such duties and  obligations  as are
      specifically set forth in the pooling and servicing agreement;

      o     for any action  taken or omitted by it in good faith and  reasonably
            believed by it to be authorized  or within the  discretion or rights
            or powers conferred upon it by the pooling and servicing  agreement;
or                                                      

      o     for any action  taken or  omitted by it in good faith in  accordance
            with the  direction of holders of  certificates  evidencing at least
            25% of the voting rights  relating to the time,  method and place of
            conducting any proceeding for any remedy  available to such trustee,
            or relating to the  exercise  of any trust or power  conferred  upon
such trustee under the pooling and servicing agreement. 

      In the absence of bad faith,  the trustee may  conclusively  rely upon any
certificates or opinions of counsel  furnished to such trustee under the pooling
and servicing  agreement.  Any such opinion of counsel will be full and complete
authorization  and  protection  in respect of any action  taken or omitted to be
taken by such  trustee  in good  faith and in  accordance  with such  opinion of
counsel.  The  trustee  will not be  deemed to have  knowledge  or notice of any
matter,  including an event of default, unless actually known to it or unless it
has received written notice thereof.                                            

Reports to Certificateholders                                                   

      On each  distribution  date, the trustee will provide or make available to
each holder of a certificate,  the Rating  Agencies (as defined  herein) and the
Swap  Counterparty a statement  (based solely on  information  received from the
servicers and the Swap  Counterparty)  setting  forth,  among other things,  the
information   set   forth  in  the   prospectus   under   "Description   of  the
Certificates--Reports  to Securityholders."  The trustee will make the statement
(and, at its option,  any additional files containing the same information in an
alternative  format)  available  each  month  via  the  trustee's  website.  The
trustee's  website  will  initially  be located at  "http://www.usbank.com/abs."
Assistance  in using the  website  can be  obtained  by  calling  the  trustee's
customer  service  desk at (800)  934-6802.  Parties  that are unable to use the
above  distribution  option are entitled to have a paper copy mailed to them via
first class mail by calling the  customer  service desk and so  indicating.  The
trustee shall have the right to change the way  statements  are  distributed  in
order to make such  distribution  more convenient  and/or more accessible to the
above parties, and the trustee shall provide timely and adequate notification to
all above parties regarding any such changes.                                   

Restrictions on Transfer of the Class R Certificates                            

      The Class R Certificates  will be subject to the  restrictions on transfer
described   in   the   prospectus    under   "Material    Federal   Income   Tax
Consequences--Taxation  of  Owners  of  REMIC  Residual   Certificates--Tax  and
Restrictions   on  Transfers   of  REMIC   Residual   Certificates   to  Certain
Organizations."  The pooling and servicing  agreement  provides that the Class R
Certificates, in addition to other classes of certificates,  may not be acquired
by a Plan or with assets of such a Plan unless  certain  conditions are met. See
"ERISA  Considerations" in this prospectus  supplement.  The Class R Certificate
will contain a legend describing the foregoing restrictions.                    

 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General                                                                         

      The  yields  to  maturity  (or  to  early   termination)  on  the  offered
certificates  will be  affected  in  varying  degrees  by the rate of  principal
payments (including prepayments, which may include amounts received by virtue of
purchase,  condemnation,  insurance or foreclosure)  on the mortgage loans.  The
yields to maturity (or to early termination) on the senior  certificates will be
most affected by the rate of such  principal  payments on the mortgage  loans in
the related loan group. Such yields will also be affected by the extent to which
mortgage  loans bearing  higher  mortgage rates prepay at a more rapid rate than
mortgage  loans with lower  mortgage  rates,  the amount and timing of mortgagor
delinquencies  and defaults  resulting in Realized  Losses,  the  application of
Monthly Excess  Cashflow,  the purchase price for the offered  certificates  and
other factors.                                                                  

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      Principal  prepayments  may  be  influenced  by  a  variety  of  economic,
geographic,  demographic,  social,  tax, legal and other factors.  Approximately
79.9% of the  initial  mortgage  loans in loan group 1 and 82.5% of the  initial
mortgage  loans in loan group 2, each by aggregate  loan balance as of September
1, 2006, are  adjustable-rate  mortgage  loans.  As is the case with  fixed-rate
mortgage loans,  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,  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
competitive   interest  rates  may  encourage   mortgagors  to  refinance  their
adjustable-rate  mortgage  loans to "lock in" a lower fixed  interest  rate. The
mortgage  loans that are fixed rate for a certain  period of time and then begin
to adjust may  become  subject to higher  prepayment  rates as these  loans near
their respective initial adjustment dates, even if prevailing interest rates for
mortgage loans of a comparable term and risk level are at or even slightly above
the loan rates,  as the  borrowers  attempt to avoid  increases in their monthly
payments. However, no assurance can be given as to the level of prepayments that
the mortgage loans will experience.  Other factors  affecting  prepayment of the
mortgage loans include such factors as changes in mortgagors' housing needs, job
transfers, unemployment, mortgagors' equity in the mortgaged properties, changes
in the value of the mortgaged  properties,  mortgage  market  interest rates and
servicing decisions.  A majority of the mortgage loans have due-on-sale clauses.
The enforcement of a due-on-sale clause will generally have the same effect as a
prepayment on a mortgage loan.                                                  

      As of origination,  approximately  77.3% of the initial  mortgage loans in
loan group 1 and approximately 79.3% of the initial mortgage loans in loan group
2, each by  aggregate  loan  balance as of  September  1, 2006,  are  subject to
prepayment  penalties during intervals ranging generally from six months to five
years following origination, as described under "The Mortgage Pool--The Mortgage
Loans"  herein.  Such  prepayment  penalties may have the effect of reducing the
amount or the  likelihood  of  prepayment  of such  mortgage  loans  during such
intervals.                                                                      

      The rate of principal payments on the mortgage loans will also be affected
by the  amortization  schedules  of the mortgage  loans,  the rate and timing of
prepayments thereon by the mortgagors,  liquidations of defaulted mortgage loans
and repurchases of mortgage loans due to certain breaches of representations and
warranties  or  defective  documentation.  The  timing of changes in the rate of
prepayments,  liquidations  and purchases of the related mortgage loans may, and
the  timing of  Realized  Losses,  will  significantly  affect  the yield on the
certificates,  even if the average rate of principal  payments  experienced over
time is consistent with an investor's  expectation.  Because the rate and timing
of principal  payments on the mortgage loans will depend on future events and on
a variety of factors, no assurance can be given as to such rate or the timing of
principal  payments  on the  offered  certificates.  In  general,  the earlier a
prepayment of principal of the related mortgage loans, the greater the effect on
the yield on the  certificates.  The effect on an investor's  yield of principal
payments  occurring at a rate higher (or lower) than the rate anticipated by the
investor   during  the  period   immediately   following  the  issuance  of  the
certificates  may not be offset by a subsequent  like  decrease (or increase) in
the rate of principal payments.                                                 

      From time to time, areas of the United States may be affected by flooding,
severe  storms,  landslides,  wildfires or other  natural  disasters.  Under the
pooling  and   servicing   agreement,   the   trustee   will   receive   certain
representations  and warranties  relating to the characteristics of the mortgage
loans made by the seller.  The seller will  represent and warrant that as of the
closing date, each mortgaged  property was free of material damage. In the event
of an uncured  breach of such  representation  and warranty that  materially and
adversely  affects the interests of the  certificateholders,  the seller will be
required to repurchase the affected mortgage loan or substitute another mortgage
loan  therefor.  If  any  damage  caused  by  flooding,  storms,  wildfires,  or
landslides  (or other cause) occurs after the closing date,  the seller will not
have any such obligation. In addition, the standard hazard policies covering the
mortgaged  properties  generally  do not cover  damage  caused by  flooding  and
landslides,  and flood or landslide  insurance  may not have been  obtained with
respect to such mortgaged  properties.  As a consequence,  Realized Losses could
result.  To the extent that the insurance  proceeds received with respect to any
damaged mortgaged  properties are not applied to the restoration  thereof,  such
proceeds will be used to prepay the related  mortgage loans in whole or in part.
Any  repurchases  or  repayments  of the mortgage  loans may reduce the weighted
average  lives of the  offered  certificates  and will reduce the yields on such
certificates to the extent they are purchased at a premium.                     

      Prepayments,  liquidations and purchases of the mortgage loans will result
in payments  to holders of the  certificates  of  principal  amounts  that would
otherwise be paid over the remaining terms of such mortgage  loans.             

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The rate of defaults on the mortgage  loans will also affect the rate and timing
of  principal  payments  on the  mortgage  loans.  In  general,  defaults on the
mortgage  loans are  expected  to occur with  greater  frequency  in their early
years.                                                                          

      The yields to  investors in the offered  certificates  will be affected by
the optional purchase of the mortgage loans, as described under  "Description of
the Certificates--Optional Termination" herein.                                 

      If the purchaser of a  certificate  offered at a discount from its initial
principal  amount  calculates  its  anticipated  yield  to  maturity  (or  early
termination)  based on an assumed  rate of payment of  principal  that is faster
than that actually  experienced on the mortgage  loans,  the actual yield may be
lower than that so  calculated.  Conversely,  if the  purchaser of a certificate
offered at a premium  calculates its anticipated  yield based on an assumed rate
of payment of principal  that is slower than that  actually  experienced  on the
related mortgage loans, the actual yield may be lower than that so calculated.  

      The  pass-through  rates  applicable  to the  LIBOR  Certificates  will be
affected by the level of one-month  LIBOR from time to time, and by the mortgage
rates  of the  mortgage  loans  from  time  to  time as  described  under  "Risk
Factors--The  yield on your  securities  may also be  affected by changes in the
mortgage interest rate, if applicable" in the prospectus.                       

Principal Prepayments and Compensating Interest                                 

      When a mortgagor  prepays a mortgage  loan in full  between its due dates,
the mortgagor pays interest on the amount prepaid only to the date of prepayment
instead of for the entire  month.  Also,  when a prepayment in part is made on a
mortgage loan  together  with the Scheduled  Payment for a month on or after the
related due date,  the principal  balance of the mortgage loan is reduced by the
amount of the  prepayment in part as of that due date,  but the  principal  from
that  mortgage  loan is not  paid  to the  holders  of  certificates  until  the
distribution  date in the  next  month.  As a  result,  one  month  of  interest
shortfall accrues on the amount of such principal prepayment in part.           

      To reduce the adverse effect on certificateholders  from the deficiency in
interest  payable as a result of a  voluntary  prepayment  in full on a mortgage
loan between its due dates each servicer will pay  Compensating  Interest to the
limited  extent and in the manner  described  under  "Fees and  Expenses  of the
Trust--Adjustment to Servicing Fee in Connection with Prepaid Mortgage Loans."  

      To the extent that the amount  allocated to pay  Compensating  Interest is
insufficient  to cover the  deficiency  in  interest  payable as a result of the
timing of a  principal  prepayment  in full,  or to the extent  that there is an
interest deficiency from a prepayment in part on a mortgage loan, such remaining
deficiency will be covered by excess interest collections on the mortgage loans.
If excess interest collections are insufficient, each class of certificates will
be allocated such shortfall, to the extent of interest due, on a pro rata basis.

Mandatory Prepayment                                                            

      In the  event  that  at the end of the  Prefunding  Period  there  are any
remaining amounts on deposit in the Prefunding Account, the holders of the Class
1-A-1  Certificates  and/or the Class 2-A-1,  Class 2-A-2, Class 2-A-3 and Class
2-A-4  Certificates,  as  applicable,  will receive an  additional  distribution
allocable  to  principal  in an  amount  equal to the  amount  remaining  in the
Prefunding  Account in respect of the related loan group.  Although there can be
no  assurance,  the  depositor  anticipates  that  there  should be no  material
principal payment to the holders of the Class 1-A-1 or Class 2-A-1, Class 2-A-2,
Class 2-A-3 and Class 2-A-4  Certificates  due to a lack of subsequent  mortgage
loans.                                                                          

Overcollateralization                                                           

      The yields of the offered certificates will be affected by the application
of the  Monthly  Excess  Cashflow  as  described  herein  and by the  amount  of
overcollateralization.  The  amount  of such  Monthly  Excess  Cashflow  will be
affected by the delinquency,  default and prepayment  experience of the mortgage
loans. There can be no assurance as to whether such  overcollateralization  will
be maintained at the levels  described  herein.  Monthly Excess Cashflow will be
available on each distribution date to create or maintain overcollateralization.

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Subordination                                                                   

      The senior  certificates are senior to the subordinate  certificates.  The
Class M-1  Certificates are senior to the Class M-2, Class M-3, Class M-4, Class
M-5,  Class M-6, Class M-7, Class M-8, Class B-1, Class B-2, Class B-3 and Class
X Certificates,  the Class M-2  Certificates  are senior to the Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1, Class B-2, Class B-3
and Class X  Certificates,  the Class M-3  Certificates  are senior to the Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class B-1, Class B-2, Class B-3
and Class X  Certificates,  the Class M-4  Certificates  are senior to the Class
M-5,  Class M-6, Class M-7, Class M-8, Class B-1, Class B-2, Class B-3 and Class
X Certificates,  the Class M-5  Certificates  are senior to the Class M-6, Class
M-7, Class M-8, Class B-1,  Class B-2, Class B-3 and Class X  Certificates,  the
Class M-6  Certificates are senior to the Class M-7, Class M-8, Class B-1, Class
B-2, Class B-3 and Class X Certificates,  the Class M-7  Certificates are senior
to the Class M-8, Class B-1, Class B-2, Class B-3 and Class X Certificates,  the
Class M-8  Certificates  are senior to the Class B-1,  Class B-2,  Class B-3 and
Class X Certificates,  the Class B-1  Certificates  are senior to the Class B-2,
Class B-3 and Class X Certificates, the Class B-2 Certificates are senior to the
Class B-3 and Class X Certificates  and the Class B-3 Certificates are senior to
the Class X Certificates.  As a result,  a class of  certificates  with a higher
payment priority will have a preferential right to receive amounts in respect of
interest and principal on any distribution  date prior to any class with a lower
payment priority. In addition,  Applied Loss Amounts will be allocated among the
subordinate certificates,  other than the Class X Certificates, in reverse order
of priority of payment. As a result, the yields of the subordinate  certificates
will be more sensitive,  in varying degrees,  to delinquencies and losses on the
mortgage  loans  than the  yields of the  senior  certificates  and  classes  of
subordinate certificates which have a relatively higher priority of payment.    

The Pass-Through Rates                                                          

      The pass-through rate for each class of LIBOR Certificates is subject to a
rate cap, as follows:                                                           

     (a)   for the Class 1-A-1 Certificates, the Group 1 Senior Net Funds Cap;

      (b)   for the Class  2-A-1,  Class  2-A-2,  Class  2-A-3  and Class  2-A-4
Certificates, the Group 2 Senior Net Funds Cap; and     

      (c)   for the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
            M-6,  Class  M-7,  Class  M-8,  Class  B-1,  Class B-2 and Class B-3
Certificates, the Subordinate Net Funds Cap.            

If the applicable mortgage loans bearing higher mortgage rates were to prepay at
rates faster than  mortgage  loans with lower  mortgage  rates,  the related Net
Funds Cap would be lower than otherwise  would be the case.  Thus, the effective
pass-through  rates  on  the  offered  certificates  will  be  dependent  on the
prepayment experience on the mortgage loans.                                    

      Although the holders of the LIBOR Certificates will be entitled to receive
the related  Basis Risk  Shortfall  to the extent funds are  available  for that
purpose  as  described  and  in  the  priority  set  forth  in  this  prospectus
supplement,  there is no assurance that sufficient funds will be available.  The
ratings on the LIBOR  Certificates  do not address the  likelihood of payment of
any Basis Risk Shortfall.                                                       

Weighted Average Life                                                           

      Weighted  average  life  refers  to the  average  amount of time that will
elapse  from the date of  issuance  of a security  to the date of payment to the
investor of each dollar paid in net  reduction  of  principal  of such  security
(assuming no losses).  The weighted  average  lives of the offered  certificates
will be influenced  by, among other things,  the rate at which  principal of the
mortgage  loans is paid,  which  may be in the form of  scheduled  amortization,
prepayments or liquidations.                                                    

      Prepayments  of  mortgage  loans  commonly  are  measured  relative  to  a
prepayment  standard or model. The two prepayment models used in this prospectus
supplement  represent an assumed rate of prepayment  each month  relative to the
then  outstanding  principal  balance  of a pool  of  mortgage  loans.  For  the
adjustable-rate  mortgage                                                       

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loans, a 100% prepayment  assumption assumes prepayment rates of 8.00% per annum
of the then  outstanding  principal  balance of such mortgage loans in the first
month of the life of the mortgage  loans and  increasing  by 22%/11 per annum in
each month  thereafter  until the twelfth month.  Beginning in the twelfth month
and in  each  month  thereafter  until  the  twenty-second  month,  100%  of the
prepayment  assumption  assumes a constant  prepayment rate of 30.00% per annum.
Beginning  in the  twenty-third  month and in each  month  thereafter  until the
twenty-seventh  month,  100% of the  prepayment  assumption  assumes a  constant
prepayment rate of 55.00% per annum. Beginning in the twenty-eighth month and in
each  month  thereafter  during  the  life  of the  mortgage  loan,  100% of the
prepayment  assumption  assumes a constant  prepayment rate of 35.00% per annum.
For  the  fixed-rate  mortgage  loans,  a  100%  prepayment  assumption  assumes
prepayment rates of 4.60% per annum of the then outstanding principal balance of
such  mortgage  loans in the first month of the life of the  mortgage  loans and
increasing  by 18.40%/11  per annum in each month  thereafter  until the twelfth
month.  Beginning in the twelfth month and in each month  thereafter  during the
life of the mortgage loan, 100% of the prepayment  assumption assumes a constant
prepayment rate of 23.00% per annum. The prepayment  assumption does not purport
to be a historical  description of prepayment  experience or a prediction of the
anticipated  rate of  prepayment  of any pool of mortgage  loans,  including the
mortgage loans.                                                                 

      The tables below were prepared  based on the following  assumptions  among
other things (collectively, the "Modeling Assumptions"):                        

      o     the initial Class Principal Balances of the offered certificates are
            as set  forth  on page  S-5 of this  prospectus  supplement  and the
            pass-through  rates of each  class of  offered  certificates  are as
described herein;                                       

      o     with respect to each initial mortgage loan, the Scheduled Payment of
            principal  and interest is timely  received on the first day of each
month commencing in October 2006;                       

      o     principal  prepayments  are received in full on the last day of each
            month  commencing  in  September  2006  and  there  are no  Interest
Shortfalls;                                             

o     there are no defaults or delinquencies on the mortgage loans; 

      o     distribution  dates occur on the 25th day of each month,  commencing
in October 2006;                                        

      o     there are no  purchases  or  substitutions  of the initial  mortgage
loans or the subsequent mortgage loans;                 

      o     the mortgage rate of each adjustable-rate  mortgage loan is adjusted
            on the next  applicable  adjustment  date to equal  the value of the
            Index set forth below plus the related gross margin,  subject to any
initial rate cap or periodic rate cap;                  

      o     the  mortgage  rates of the  adjustable-rate  mortgage  loans adjust
            based on Six-Month  LIBOR,  as described at "The Mortgage  Pool--The
Index";                                                 

      o     for all LIBOR Determination  Dates, the value of Six-Month LIBOR and
one-month LIBOR is 5.37% and 5.32%, respectively;       

o     the certificates are issued on October 3, 2006;               

      o     all mortgage loans with an initial  interest-only period are assumed
       to fully amortize over their stated remaining term to maturity;

      o     all mortgage  loans that amortize  initially  based on a 40 year, 45
            year, or 50 year amortization schedule are assumed to amortize based
            on such 40  year,  45 year  or 50  year  amortization  schedule,  as
            applicable,  until month 360 when such mortgage loans are assumed to
    fully amortize their remaining balance in a balloon payment;

      o     amounts  are  withdrawn  from the  capitalized  interest  account in
            connection  with the  October  2006  distribution  date in an amount
            required to support interest  distributions on the certificates at a
            rate  equal to 7.65%  per  annum,  based on the  initial  Prefunding
Account balance;                                        

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      o     there  are no  Capitalization  Reimbursement  Amounts  added  to the
Stated Principal Balances of the mortgage loans;        

      o     with  respect  to the  Subsequent  Mortgage  Loans,  each  Scheduled
            Payment of principal  and  interest is timely  received on the first
            day  of  each  month  commencing  in  November  2006  and  principal
            prepayments  are  received  in full on the  last  day of each  month
            commencing in October 2006 and there are no Interest Shortfalls; and

      o     the  mortgage  loans were  aggregated  into assumed  mortgage  loans
having the following characteristics:                   

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                                                        [Enlarge/Download Table]

                                                      Original       Stated                          Months  
                                            Net     Amortization    Remaining   Remaining              To    
                                         Mortgage     Term to     Amortization   Balloon    Gross    Interest
                  Principal    Mortgage    Rate*      Maturity        Term         Term    Margin      Rate  
                 Balance ($)   Rate (%)     (%)       (Months)      (Months)     (Months)    (%)      Change 
                 -----------   --------  --------   ------------  ------------  ---------  ------    --------
                                                                                                             
Loan Group 1                                                                                                 

Fixed Rate     2,531,980.10      7.5548     7.0355       249          247          N/A        N/A       N/A  
               5,785,150.67     11.6326    11.1133       360          358          178        N/A       N/A  
               7,983,010.09      8.6981     8.1788       360          358          N/A        N/A       N/A  
              32,362,722.73      7.9791     7.4598       360          357          N/A        N/A       N/A  
               7,773,204.47      8.7152     8.1959       480          478          358        N/A       N/A  
              10,513,645.52      7.9586     7.4393       540          538          358        N/A       N/A  
               2,380,666.87      7.8236     7.3043       600          599          359        N/A       N/A  
               1,182,631.96**    9.2705     8.7512       258          256          192        N/A       N/A  
              11,191,455.10**    7.8967     7.3774       360          358          N/A        N/A       N/A  
               2,634,205.69**    7.5578     7.0385       480          478          358        N/A       N/A  
                 455,226.80**    8.3500     7.8307       600          598          358        N/A       N/A  

Adjustable                                                                                                   
Rate          37,146,178.74      8.7533     8.2340       360          358          N/A       5.8159     22   
              18,162,570.35      8.5071     7.9878       360          358          N/A       6.2306     22   
              58,281,657.99      8.3968     7.8775       360          358          N/A       6.0591     22   
              17,382,973.78      7.8289     7.3096       360          355          N/A       6.2751     19   
               9,301,374.74      7.8095     7.2902       360          357          N/A       6.0505     33   
               3,297,645.87      7.8607     7.3414       360          356          N/A       4.6121     56   
              19,766,719.33      8.4434     7.9241       480          478          358       5.7067     22   
              17,868,108.20      7.9934     7.4741       480          478          358       5.8238     22   
              46,970,925.02      8.1895     7.6702       480          478          358       5.8399     22   
               5,413,758.19      7.6728     7.1535       480          478          358       5.8821     34   
               2,282,465.86      7.6271     7.1078       480          477          357       5.8330     57   
              13,763,129.10      7.8630     7.3437       540          538          358       6.8870     22   
              19,381,678.20      7.6257     7.1064       540          537          357       6.6562     33   
                 883,605.70      7.2965     6.7772       540          538          358       6.2965     58   
               5,234,236.96      8.0400     7.5207       600          599          359       5.7128     23   
                 709,361.72      7.8410     7.3217       600          599          359       5.4351     35   
                 249,907.61      6.9900     6.4707       600          598          358       5.2500     58   
              11,634,791.76**    8.7833     8.2640       360          358          N/A       5.3497     22   
              12,935,328.04**    8.5360     8.0167       360          358          N/A       5.3661     22   
              10,738,220.51**    8.2313     7.7120       360          358          N/A       4.9599     34   
               2,170,440.09**    7.6590     7.1397       360          359          N/A       4.4261     59   
              14,726,846.17**    8.3189     7.7996       480          478          358       5.1689     22   
              11,735,198.75**    8.3823     7.8630       480          478          358       5.3883     34   
               1,268,977.32**    8.2512     7.7319       600          599          359       5.5291     23   

                                                        [Enlarge/Download Table]

                                                                    Original                
                Rate                                               Prepayment               
               Change    Maximum   Minimum   Initial    Periodic     Penalty                
              Frequency    Rate      Rate    Rate Cap   Rate Cap      Term                  
               (Months)    (%)        (%)       (%)        (%)      (Months)        Index   
              ---------  -------   -------   --------   ---------   ---------       -----   
                                                                                            
Loan Group 1                                                                                

Fixed Rate       N/A        N/A        N/A       N/A       N/A         31           N/A     
                 N/A        N/A        N/A       N/A       N/A         14           N/A     
                 N/A        N/A        N/A       N/A       N/A          0           N/A     
                 N/A        N/A        N/A       N/A       N/A         34           N/A     
                 N/A        N/A        N/A       N/A       N/A         28           N/A     
                 N/A        N/A        N/A       N/A       N/A         35           N/A     
                 N/A        N/A        N/A       N/A       N/A         34           N/A     
                 N/A        N/A        N/A       N/A       N/A         11           N/A     
                 N/A        N/A        N/A       N/A       N/A         20           N/A     
                 N/A        N/A        N/A       N/A       N/A         13           N/A     
                 N/A        N/A        N/A       N/A       N/A         36           N/A     

Adjustable                                                                                  
Rate              6       14.2351    8.5847     2.3865   1.0025         0      6 Month LIBOR
                  6       14.3741    8.4350     2.7412   1.0101        23      6 Month LIBOR
                  6       14.3531    8.2373     2.7663   1.0010        24      6 Month LIBOR
                  6       13.9392    7.7846     2.9760   1.0451        24      6 Month LIBOR
                  6       13.7452    7.7450     2.8764   1.0125        23      6 Month LIBOR
                  6       13.5724    7.8607     3.7710   1.0425        30      6 Month LIBOR
                  6       13.8919    8.4434     2.2860   1.0027         0      6 Month LIBOR
                  6       13.7732    7.9934     2.7144   1.0000        28      6 Month LIBOR
                  6       14.0777    8.1700     2.6078   1.0057        24      6 Month LIBOR
                  6       13.5255    7.6520     2.7561   1.0254        23      6 Month LIBOR
                  6       12.8697    7.6271     4.5148   1.0000        32      6 Month LIBOR
                  6       13.8630    7.8630     3.0000   1.0000        24      6 Month LIBOR
                  12      13.6257    7.6257     3.0000   1.0000        30      6 Month LIBOR
                  12      13.2965    7.2965     3.0000   1.0000        36      6 Month LIBOR
                  6       13.0400    8.0400     2.0000   1.0000        18      6 Month LIBOR
                  6       12.8410    7.8410     2.0000   1.0000        20      6 Month LIBOR
                  6       11.9900    6.9900     2.0000   1.0000        36      6 Month LIBOR
                  6       15.4943    8.7833     1.6869   1.3863         0      6 Month LIBOR
                  6       15.1130    8.0992     2.2260   1.3870        20      6 Month LIBOR
                  6       15.1340    7.8990     1.8347   1.5255        32      6 Month LIBOR
                  6       14.4296    6.5765     2.5325   1.6147        24      6 Month LIBOR
                  6       15.0481    8.3189     1.6723   1.4114        10      6 Month LIBOR
                  6       15.3265    8.3823     1.5836   1.4721        27      6 Month LIBOR
                  6       13.2512    8.2512     2.0000   1.0000         7      6 Month LIBOR

----------                                                                      
*     Net Mortgage Rate is equal to the Mortgage Rate less the rate at which the
     servicing, excess servicing, trustee and credit risk manager fees accrue.

**    Subsequent mortgage loans.                                                

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                                                        [Enlarge/Download Table]

                                                      Original       Stated                          Months  
                                            Net     Amortization    Remaining   Remaining              To    
                                         Mortgage     Term to     Amortization   Balloon    Gross    Interest
                  Principal    Mortgage    Rate*      Maturity        Term         Term    Margin      Rate  
                 Balance ($)   Rate (%)     (%)       (Months)      (Months)     (Months)    (%)      Change 
                 -----------   --------  --------   ------------  ------------  ---------  ------    --------
                                                                                                             
Loan Group 2                                                                                                 

Fixed Rate     2,753,959.28      9.1683     8.6490       209          206          N/A        N/A       N/A  
              18,926,297.98     11.4130    10.8937       360          358          178        N/A       N/A  
               9,635,035.10      9.1844     8.6651       360          357          N/A        N/A       N/A  
              33,620,263.56      8.3569     7.8376       360          357          N/A        N/A       N/A  
              14,522,665.32      8.9575     8.4382       480          478          358        N/A       N/A  
              13,451,522.32      8.2738     7.7545       540          538          358        N/A       N/A  
               1,492,373.88      7.8176     7.2983       600          598          358        N/A       N/A  
               1,840,976.85**    8.5480     8.0287       185          183          N/A        N/A       N/A  
               2,513,709.86**   11.3413    10.8220       360          358          178        N/A       N/A  
              22,586,768.96**    8.1980     7.6787       360          358          N/A        N/A       N/A  
               6,845,307.75**    8.1069     7.5876       480          478          358        N/A       N/A  
               1,873,838.14**    6.7193     6.2000       600          598          358        N/A       N/A  
Adjustable                                                                                                   
Rate          47,828,082.70      8.7175     8.1982       360          358          N/A       5.8704     22   
              13,880,535.25      8.2424     7.7231       360          358          N/A       6.2294     22   
              88,524,287.64      8.1124     7.5931       360          358          N/A       5.9868     22   
              26,954,191.14      7.4268     6.9075       360          358          N/A       5.5598     22   
              31,395,896.78      7.6565     7.1372       360          355          N/A       6.0422     19   
              15,108,924.59      7.7866     7.2673       360          356          N/A       5.9674     32   
               1,915,961.49      7.4720     6.9527       360          357          N/A       4.8849     57   
              25,508,548.28      8.6516     8.1323       480          478          358       5.8133     22   
              14,919,427.67      8.4621     7.9428       480          478          358       6.1500     22   
              64,808,631.87      8.1382     7.6189       480          478          358       5.8504     22   
               9,299,361.63      7.8623     7.3430       480          475          355       5.9692     19   
              19,011,625.71      7.4406     6.9213       480          478          358       5.5948     22   
               7,808,870.31      7.8168     7.2975       480          478          358       6.0697     34   
               3,306,107.28      8.0310     7.5117       480          477          357       5.9462     57   
              23,602,212.72      7.6729     7.1536       540          538          358       6.7399     22   
               9,911,018.48      8.0622     7.5429       540          537          357       6.9965     33   
              38,127,840.88      7.4242     6.9049       540          537          357       6.5030     33   
                 614,418.47      6.9521     6.4328       540          538          358       5.9521     58   
               2,585,473.60      8.9500     8.4307       600          599          359       5.4482     23   
              14,427,958.20**    8.6784     8.1591       360          358          N/A       5.5738     22   
              20,105,052.53**    8.2436     7.7243       360          358          N/A       5.2564     22   
              18,490,658.92**    8.3824     7.8631       360          358          N/A       5.4328     34   
               2,810,299.82**    7.6002     7.0809       360          359          N/A       3.1445     59   
               9,082,048.26**    8.6216     8.1023       480          478          358       5.6568     22   
              18,479,184.90**    8.3237     7.8044       480          479          359       5.4929     23   
               9,293,786.77**    8.8412     8.3219       480          478          358       5.7937     34   
                 523,977.32**    8.3750     7.8557       540          537          357       7.3750     21   
                 445,060.87**    8.8958     8.3765       540          537          357       7.8958     33   
               5,067,936.94**    8.0087     7.4894       600          599          359       5.3679     23   

                                                        [Enlarge/Download Table]

                                                                    Original                
                Rate                                               Prepayment               
               Change    Maximum   Minimum   Initial    Periodic     Penalty                
              Frequency    Rate      Rate    Rate Cap   Rate Cap      Term                  
               (Months)    (%)        (%)       (%)        (%)      (Months)      Index     
              ---------  -------   -------   --------   ---------   ---------     -----     
                                                                                            
Loan Group 2                                                                                

Fixed Rate       N/A        N/A        N/A       N/A       N/A         19           N/A     
                 N/A        N/A        N/A       N/A       N/A         20           N/A     
                 N/A        N/A        N/A       N/A       N/A          0           N/A     
                 N/A        N/A        N/A       N/A       N/A         32           N/A     
                 N/A        N/A        N/A       N/A       N/A         23           N/A     
                 N/A        N/A        N/A       N/A       N/A         31           N/A     
                 N/A        N/A        N/A       N/A       N/A         29           N/A     
                 N/A        N/A        N/A       N/A       N/A         30           N/A     
                 N/A        N/A        N/A       N/A       N/A         16           N/A     
                 N/A        N/A        N/A       N/A       N/A         33           N/A     
                 N/A        N/A        N/A       N/A       N/A         28           N/A     
                 N/A        N/A        N/A       N/A       N/A         36           N/A     
Adjustable                                                                                  
Rate              6       14.4644    8.5305     2.5213   1.0009         0      6 Month LIBOR
                  6       14.1843    8.1500     2.8741   1.0000        12      6 Month LIBOR
                  6       14.1258    8.0095     2.7736   1.0064        24      6 Month LIBOR
                  6       13.3895    7.3612     2.9355   1.0000        36      6 Month LIBOR
                  6       13.7068    7.6144     2.9099   1.0591        25      6 Month LIBOR
                  6       13.7811    7.7625     2.8821   1.0325        21      6 Month LIBOR
                  6       13.1313    7.4720     3.4010   1.0000        30      6 Month LIBOR
                  6       14.1472    8.6261     2.4262   1.0033         0      6 Month LIBOR
                  7       14.4543    8.3385     2.8046   1.0248        12      6 Month LIBOR
                  6       13.9663    8.1382     2.6154   1.0000        24      6 Month LIBOR
                  6       14.0625    7.8623     2.8630   1.0165        24      6 Month LIBOR
                  6       13.2916    7.4406     2.8472   1.0000        36      6 Month LIBOR
                  6       13.8168    7.7918     2.9426   1.0000        22      6 Month LIBOR
                  6       13.6039    7.9925     3.8558   1.0000        28      6 Month LIBOR
                  6       13.6729    7.6729     3.0000   1.0000        20      6 Month LIBOR
                  12      14.0622    8.0622     3.0000   1.0000         0      6 Month LIBOR
                  12      13.4242    7.4242     3.0000   1.0000        35      6 Month LIBOR
                  12      12.9521    6.9521     3.0000   1.0000        36      6 Month LIBOR
                  6       13.9500    8.9500     2.0000   1.0000        21      6 Month LIBOR
                  6       15.1356    8.6784     1.7083   1.3466         0      6 Month LIBOR
                  6       14.6351    8.2436     1.7972   1.3133        22      6 Month LIBOR
                  6       15.2230    8.3824     1.5958   1.4490        34      6 Month LIBOR
                  6       13.8308    3.9099     4.9622   1.8847        43      6 Month LIBOR
                  6       15.1328    8.6216     1.7397   1.3518         0      6 Month LIBOR
                  6       14.5133    8.3237     2.0248   1.2310        23      6 Month LIBOR
                  6       15.8162    8.8412     1.5375   1.4875        31      6 Month LIBOR
                  6       14.3750    8.3750     3.0000   1.0000        12      6 Month LIBOR
                  12      14.8958    8.8958     3.0000   1.0000         8      6 Month LIBOR
                  6       13.0087    8.0087     2.0000   1.0000        17      6 Month LIBOR

----------                                                                      
*     Net Mortgage Rate is equal to the Mortgage Rate less the rate at which the
     servicing, excess servicing, trustee and credit risk manager fees accrue.

**    Subsequent mortgage loans.                                                

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      The actual  characteristics and the performance of the mortgage loans will
differ from the  assumptions  used in  constructing  the tables set forth below,
which are  hypothetical  in nature and are provided only to give a general sense
of how the principal cash flows might behave under varying prepayment scenarios.
For  example,  it is not  expected  that the  mortgage  loans  will  prepay at a
constant rate until maturity,  that all of the mortgage loans will prepay at the
same rate or that there will be no defaults  or  delinquencies  on the  mortgage
loans.  Moreover,  the diverse remaining terms to maturity and mortgage rates of
the  mortgage  loans could  produce  slower or faster  principal  payments  than
indicated in the tables at the various percentages of the prepayment  assumption
specified,  even if the weighted average remaining term to maturity and weighted
average  mortgage  rate of the  mortgage  loans are as assumed.  Any  difference
between such assumptions and the actual  characteristics  and performance of the
mortgage  loans,  or  actual  prepayment  or loss  experience,  will  cause  the
percentages of initial Class Principal  Balances  outstanding  over time and the
weighted average lives of the offered  certificates to differ (which  difference
could be material)  from the  corresponding  information  in the tables for each
indicated percentage of the prepayment assumption.                              

      Subject to the foregoing discussion and assumptions,  the following tables
indicate the weighted  average lives of the offered  certificates  and set forth
the  percentages  of  the  initial  Class  Principal  Balances  of  the  offered
certificates  that would be  outstanding  after each of the  distribution  dates
shown at various percentages of the prepayment assumption.                      

      The  weighted  average  life  of any  class  of  offered  certificates  is
determined by:                                                                  

o     multiplying  the amount of the reduction,  if any, of the Class  Principal
      Balance  of that  class on each  distribution  date by the number of years
from the date of issuance to that distribution date,                

o     summing the results, and                                                  

o     dividing  the sum by the  aggregate  amount  of the  reductions  in  Class
Principal Balance of that class referred to in the first clause.    

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 Percent of Initial Class Principal Balances Outstanding

                                                        [Enlarge/Download Table]

                                                               Class 1-A-1                              Class 2-A-1              
                                                          Prepayment Assumption                   Prepayment Assumption          
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100    100
September 2007 .............................   86      79      72      66      59     45    74     62     50     37     25      0
September 2008 .............................   66      51      37      24      11      0    37     10      0      0      0      0
September 2009 .............................   50      31      16       3       0      0     9      0      0      0      0      0
September 2010 .............................   37      26      16       3       0      0     0      0      0      0      0      0
September 2011 .............................   31      19      11       3*      0      0     0      0      0      0      0      0
September 2012 .............................   26      15       8       3*      0      0     0      0      0      0      0      0
September 2013 .............................   22      11       5*      3*      0      0     0      0      0      0      0      0
September 2014 .............................   18       9       4*      2*      0      0     0      0      0      0      0      0
September 2015 .............................   15       7*      3*      1*      0      0     0      0      0      0      0      0
September 2016 .............................   13       5*      2*      1*      0      0     0      0      0      0      0      0
September 2017 .............................   11       4*      1*      0       0      0     0      0      0      0      0      0
September 2018 .............................    9       3*      1*      0       0      0     0      0      0      0      0      0
September 2019 .............................    7*      2*      1*      0       0      0     0      0      0      0      0      0
September 2020 .............................    6*      2*      0       0       0      0     0      0      0      0      0      0
September 2021 .............................    5*      1*      0       0       0      0     0      0      0      0      0      0
September 2022 .............................    4*      1*      0       0       0      0     0      0      0      0      0      0
September 2023 .............................    3*      1*      0       0       0      0     0      0      0      0      0      0
September 2024 .............................    3*      0       0       0       0      0     0      0      0      0      0      0
September 2025 .............................    2*      0       0       0       0      0     0      0      0      0      0      0
September 2026 .............................    2*      0       0       0       0      0     0      0      0      0      0      0
September 2027 .............................    2*      0       0       0       0      0     0      0      0      0      0      0
September 2028 .............................    1*      0       0       0       0      0     0      0      0      0      0      0
September 2029 .............................    1*      0       0       0       0      0     0      0      0      0      0      0
September 2030 .............................    1*      0       0       0       0      0     0      0      0      0      0      0
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0      0
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  4.7     3.2     2.3     1.6     1.2    1.0   1.7    1.3    1.0    0.8    0.7    0.6
Weighted Average Life                                                                                                            

to Call (in years)** .......................  4.4     2.9     2.1     1.5     1.2    1.0   1.7    1.3    1.0    0.8    0.7    0.6

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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                                                               Class 2-A-2                             Class 2-A-3               
                                                         Prepayment Assumption                    Prepayment Assumption          
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100    100
September 2007 .............................  100     100     100     100     100     96   100    100    100    100    100    100
September 2008 .............................  100     100      48       0       0      0   100    100    100     68      0      0
September 2009 .............................  100      13       0       0       0      0   100    100     21      0      0      0
September 2010 .............................   52       0       0       0       0      0   100     79     21      0      0      0
September 2011 .............................   13       0       0       0       0      0   100     42      0      0      0      0
September 2012 .............................    0       0       0       0       0      0    82     15      0      0      0      0
September 2013 .............................    0       0       0       0       0      0    57      0      0      0      0      0
September 2014 .............................    0       0       0       0       0      0    36      0      0      0      0      0
September 2015 .............................    0       0       0       0       0      0    18      0      0      0      0      0
September 2016 .............................    0       0       0       0       0      0     3      0      0      0      0      0
September 2017 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2018 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2019 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2020 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2021 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2022 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2023 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2024 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2025 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2026 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2027 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2028 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2029 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2030 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0      0
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  4.2     2.7     2.0     1.8     1.5    1.2   7.5    4.9    3.0    2.1    1.8    1.5
Weighted Average Life                                                                                                            
to Call (in years)** .......................  4.2     2.7     2.0     1.8     1.5    1.2   7.5    4.9    3.0    2.1    1.8    1.5

----------                                                                      
**    Determined as specified under "--Weighted Average Life" herein.           

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                                                             Class 2-A-4                                Class M-1                
                                                        Prepayment Assumption                     Prepayment Assumption          
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100    100
September 2007 .............................  100     100     100     100     100    100   100    100    100    100    100    100
September 2008 .............................  100     100     100     100      92      0   100    100    100    100    100      0
September 2009 .............................  100     100     100      25       0      0   100    100    100    100     94      0
September 2010 .............................  100     100     100      25       0      0   100     68     65    100     94*     0
September 2011 .............................  100     100      94      25*      0      0    83     52     30     88*    82*     0
September 2012 .............................  100     100      65      25*      0      0    70     39     21     29*    47*     0
September 2013 .............................  100      92      45*     20*      0      0    58     30     15*     7*    28*     0
September 2014 .............................  100      70      31*     13*      0      0    49     23     10*     4*    11*     0
September 2015 .............................  100      53*     22*      8*      0      0    40     17*     7*     2*     1*     0
September 2016 .............................  100      41*     15*      4*      0      0    34     13*     5*     0      0      0
September 2017 .............................   87      31*     11*      1*      0      0    28     10*     4*     0      0      0
September 2018 .............................   73      24*      7*      0       0      0    23      8*     0      0      0      0
September 2019 .............................   60*     18*      4*      0       0      0    20*     6*     0      0      0      0
September 2020 .............................   50*     14*      1*      0       0      0    16*     5*     0      0      0      0
September 2021 .............................   39*     10*      0       0       0      0    13*     3*     0      0      0      0
September 2022 .............................   32*      7*      0       0       0      0    11*     0      0      0      0      0
September 2023 .............................   27*      4*      0       0       0      0     9*     0      0      0      0      0
September 2024 .............................   22*      2*      0       0       0      0     7*     0      0      0      0      0
September 2025 .............................   18*      0       0       0       0      0     6*     0      0      0      0      0
September 2026 .............................   15*      0       0       0       0      0     5*     0      0      0      0      0
September 2027 .............................   12*      0       0       0       0      0     4*     0      0      0      0      0
September 2028 .............................   10*      0       0       0       0      0     3*     0      0      0      0      0
September 2029 .............................    8*      0       0       0       0      0     1*     0      0      0      0      0
September 2030 .............................    5*      0       0       0       0      0     0      0      0      0      0      0
September 2031 .............................    3*      0       0       0       0      0     0      0      0      0      0      0
September 2032 .............................    1*      0       0       0       0      0     0      0      0      0      0      0
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0      0
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  15.2    10.2    7.5     4.2     2.2    1.7   9.3    6.2    5.1    5.8    6.1    1.7
Weighted Average Life                                                                                                            
to Call (in years)** .......................  12.4    8.1     5.9     3.2     2.2    1.7   8.4    5.6    4.6    4.7    3.6    1.7

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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                                                               Class M-2                                 Class M-3               
                                                          Prepayment Assumption                    Prepayment Assumption         
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2007 .............................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2008 .............................  100     100     100     100     100      0   100    100    100    100    100    58*
September 2009 .............................  100     100     100     100     100      0   100    100    100    100    100    58*
September 2010 .............................  100      68      45     100      75*     0   100     68     45     69     16*   58*
September 2011 .............................   83      52      30      17*      9*     0    83     52     30     17*     9*   30*
September 2012 .............................   70      39      21      11*      5*     0    70     39     21     11*     5*    3*
September 2013 .............................   58      30      15*      7*      0      0    58     30     15*     7*     0     0 
September 2014 .............................   49      23      10*      4*      0      0    49     23     10*     4*     0     0 
September 2015 .............................   40      17*      7*      0       0      0    40     17*     7*     0      0     0 
September 2016 .............................   34      13*      5*      0       0      0    34     13*     5*     0      0     0 
September 2017 .............................   28      10*      3*      0       0      0    28     10*     0      0      0     0 
September 2018 .............................   23       8*      0       0       0      0    23      8*     0      0      0     0 
September 2019 .............................   20*      6*      0       0       0      0    20*     6*     0      0      0     0 
September 2020 .............................   16*      5*      0       0       0      0    16*     5*     0      0      0     0 
September 2021 .............................   13*      1*      0       0       0      0    13*     0      0      0      0     0 
September 2022 .............................   11*      0       0       0       0      0    11*     0      0      0      0     0 
September 2023 .............................    9*      0       0       0       0      0     9*     0      0      0      0     0 
September 2024 .............................    7*      0       0       0       0      0     7*     0      0      0      0     0 
September 2025 .............................    6*      0       0       0       0      0     6*     0      0      0      0     0 
September 2026 .............................    5*      0       0       0       0      0     5*     0      0      0      0     0 
September 2027 .............................    4*      0       0       0       0      0     2*     0      0      0      0     0 
September 2028 .............................    1*      0       0       0       0      0     0      0      0      0      0     0 
September 2029 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2030 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  9.3     6.2     5.0     4.9     4.4    1.7   9.2    6.2    4.9    4.5    3.9   3.7 
Weighted Average Life                                                                                                            
to Call (in years)** .......................  8.4     5.6     4.5     4.5     3.6    1.7   8.4    5.6    4.4    4.2    3.6   1.8 

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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                                                               Class M-4                               Class M-5                 
                                                         Prepayment Assumption                    Prepayment Assumption          
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2007 .............................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2008 .............................  100     100     100     100     100    100*  100    100    100    100    100   100*
September 2009 .............................  100     100     100     100     100    100*  100    100    100    100    100    15*
September 2010 .............................  100      68      45      28      16*    22*  100     68     45     28     16*    0 
September 2011 .............................   83      52      30     17 *      9*     0    83     52     30     17*     9*    0 
September 2012 .............................   70      39      21      11*      5*     0    70     39     21     11*     0     0 
September 2013 .............................   58      30      15*      7*      0      0    58     30     15*     7*     0     0 
September 2014 .............................   49      23      10*      0       0      0    49     23     10*     0      0     0 
September 2015 .............................   40      17*      7*      0       0      0    40     17*     7*     0      0     0 
September 2016 .............................   34      13*      4*      0       0      0    34     13*     0      0      0     0 
September 2017 .............................   28      10*      0       0       0      0    28     10*     0      0      0     0 
September 2018 .............................   23       8*      0       0       0      0    23      8*     0      0      0     0 
September 2019 .............................   20*      6*      0       0       0      0    20*     5*     0      0      0     0 
September 2020 .............................   16*      1*      0       0       0      0    16*     0      0      0      0     0 
September 2021 .............................   13*      0       0       0       0      0    13*     0      0      0      0     0 
September 2022 .............................   11*      0       0       0       0      0    11*     0      0      0      0     0 
September 2023 .............................    9*      0       0       0       0      0     9*     0      0      0      0     0 
September 2024 .............................    7*      0       0       0       0      0     7*     0      0      0      0     0 
September 2025 .............................    6*      0       0       0       0      0     5*     0      0      0      0     0 
September 2026 .............................    3*      0       0       0       0      0     0      0      0      0      0     0 
September 2027 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2028 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2029 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2030 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
Weighted Average Life                                                                                                            
to Maturity                                                                                                                      
(in years)** ...............................  9.2     6.1     4.8     4.4     3.7    3.7   9.2    6.1    4.7    4.2    3.5   2.8 
Weighted Average Life                                                                                                            
to Call (in years)** .......................  8.4     5.6     4.4     4.0     3.4    1.8   8.4    5.6    4.3    3.9    3.3   1.8 

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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                                                             Class M-6                                   Class M-7               
                                                        Prepayment Assumption                      Prepayment Assumption         
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2007 .............................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2008 .............................  100     100     100     100     100     95*  100    100    100    100    100    14*
September 2009 .............................  100     100     100     100      50      6*  100    100    100    100     29     0 
September 2010 .............................  100      68      45      28      16*     0   100     68     45     28     16*    0 
September 2011 .............................   83      52      30      17*      9*     0    83     52     30     17*     5*    0 
September 2012 .............................   70      39      21      11*      0      0    70     39     21     11*     0     0 
September 2013 .............................   58      30      15*      3*      0      0    58     30     15*     0      0     0 
September 2014 .............................   49      23      10*      0       0      0    49     23     10*     0      0     0 
September 2015 .............................   40      17*      4*      0       0      0    40     17*     0      0      0     0 
September 2016 .............................   34      13*      0       0       0      0    34     13*     0      0      0     0 
September 2017 .............................   28      10*      0       0       0      0    28     10*     0      0      0     0 
September 2018 .............................   23       8*      0       0       0      0    23      0      0      0      0     0 
September 2019 .............................   20*      0       0       0       0      0    20*     0      0      0      0     0 
September 2020 .............................   16*      0       0       0       0      0    16*     0      0      0      0     0 
September 2021 .............................   13*      0       0       0       0      0    13*     0      0      0      0     0 
September 2022 .............................   11*      0       0       0       0      0    11*     0      0      0      0     0 
September 2023 .............................    9*      0       0       0       0      0     5*     0      0      0      0     0 
September 2024 .............................    5*      0       0       0       0      0     0      0      0      0      0     0 
September 2025 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2026 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2027 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2028 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2029 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2030 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  9.1     6.0     4.7     4.1     3.4    2.3   9.0    6.0    4.6    4.0    3.3   2.0 
Weighted Average Life                                                                                                            
to Call (in years)** .......................  8.4     5.6     4.3     3.8     3.2    1.8   8.4    5.6    4.3    3.7    3.1   1.8 

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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 Percent of Initial Class Principal Balances Outstanding

                                                        [Enlarge/Download Table]

                                                               Class M-8                                Class B-1                
                                                         Prepayment Assumption                     Prepayment Assumption         
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 
Initial ....................................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2007 .............................  100     100     100     100     100    100   100    100    100    100    100   100 
September 2008 .............................  100     100     100     100     100     14*  100    100    100    100    100     6*
September 2009 .............................  100     100     100     100      29      0   100    100    100    100     29     0 
September 2010 .............................  100      68      45      28      16*     0   100     68     45     28     16*    0 
September 2011 .............................   83      52      30      17*      0      0    83     52     30     17*     0     0 
September 2012 .............................   70      39      21       3*      0      0    70     39     21      0      0     0 
September 2013 .............................   58      30      15*      0       0      0    58     30     11*     0      0     0 
September 2014 .............................   49      23       0       0       0      0    49     23      0      0      0     0 
September 2015 .............................   40      17*      0       0       0      0    40     17*     0      0      0     0 
September 2016 .............................   34      13*      0       0       0      0    34      4*     0      0      0     0 
September 2017 .............................   28       1*      0       0       0      0    28      0      0      0      0     0 
September 2018 .............................   23       0       0       0       0      0    23      0      0      0      0     0 
September 2019 .............................   20*      0       0       0       0      0    20*     0      0      0      0     0 
September 2020 .............................   16*      0       0       0       0      0    16*     0      0      0      0     0 
September 2021 .............................   13*      0       0       0       0      0     2*     0      0      0      0     0 
September 2022 .............................    3*      0       0       0       0      0     0      0      0      0      0     0 
September 2023 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2024 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2025 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2026 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2027 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2028 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2029 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2030 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0     0 
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  8.9     5.9     4.5     3.9     3.2    1.9   8.8    5.8    4.4    3.8    3.1   1.8 
Weighted Average Life                                                                                                            
to Call (in years)** .......................  8.4     5.6     4.3     3.7     3.0    1.8   8.4    5.6    4.3    3.7    3.0   1.8 

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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                                                        [Enlarge/Download Table]

                                                               Class B-2                               Class B-3                 
                                                          Prepayment Assumption                   Prepayment Assumption          
                                              -------------------------------------------  --------------------------------------
               Distribution Date              50%     75%    100%    125%    150%    200%  50%    75%    100%   125%   150%  200%
--------------------------------------------  ---     ---    ----    ----    ----    ----  ---    ---    ----   ----   ----  ----
                                                                                                                                 

Initial ....................................  100     100     100     100     100    100   100    100    100    100    100    100
September 2007 .............................  100     100     100     100     100    100   100    100    100    100    100    100
September 2008 .............................  100     100     100     100     100      0   100    100    100    100    100      0
September 2009 .............................  100     100     100     100      29      0   100    100    100    100     29      0
September 2010 .............................  100      68      45      28       4*     0   100     68     45     26      0      0
September 2011 .............................   83      52      30      11*      0      0    83     52     30      0      0      0
September 2012 .............................   70      39      21       0       0      0    70     39      8      0      0      0
September 2013 .............................   58      30       0       0       0      0    58     30      0      0      0      0
September 2014 .............................   49      23       0       0       0      0    49     12      0      0      0      0
September 2015 .............................   40      13*      0       0       0      0    40      0      0      0      0      0
September 2016 .............................   34       0       0       0       0      0    34      0      0      0      0      0
September 2017 .............................   28       0       0       0       0      0    27      0      0      0      0      0
September 2018 .............................   23       0       0       0       0      0    15      0      0      0      0      0
September 2019 .............................   20*      0       0       0       0      0     4*     0      0      0      0      0
September 2020 .............................    6*      0       0       0       0      0     0      0      0      0      0      0
September 2021 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2022 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2023 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2024 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2025 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2026 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2027 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2028 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2029 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2030 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2031 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2032 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2033 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2034 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2035 .............................    0       0       0       0       0      0     0      0      0      0      0      0
September 2036 .............................    0       0       0       0       0      0     0      0      0      0      0      0
Weighted Average Life                                                                                                            
  to Maturity                                                                                                                    
  (in years)** .............................  8.6     5.7     4.3     3.7     3.0    1.8   8.3    5.5    4.2    3.6    2.9    1.8
Weighted Average Life                                                                                                            
to Call (in years)** .......................  8.4     5.6     4.3     3.6     2.9    1.8   8.3    5.5    4.2    3.5    2.9    1.8

----------                                                                      
*     Indicates  a number  that  would be equal to zero  assuming  the  optional
purchase of the mortgage loans (described herein) is exercised.     

**    Determined as specified under "--Weighted Average Life" herein.           

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Additional Yield Considerations Applicable Solely to the Residual Certificates  

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

      The Residual  Certificateholders  should  consult their tax advisors as to
the effect of taxes and the  receipt of any  payments  made to those  holders in
connection with the purchase of the Residual  Certificates on after-tax rates of
return  on  the  Residual   Certificates.   See  "Material  Federal  Income  Tax
Consequences" in this prospectus supplement and in the prospectus.              

 USE OF PROCEEDS

      The  depositor  will  apply the net  proceeds  of the sale of the  offered
certificates against the purchase price of the mortgage loans.                  

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

      McKee Nelson LLP, counsel to the depositor, has filed with the depositor's
registration  statement one or more opinions stating that the discussion in this
section,  along with the discussion in the prospectus  under  "Material  Federal
Income  Tax  Consequences,"  represents  counsel's  opinion  as to the  material
federal income tax consequences of investing in the offered certificates.       

      Assuming  compliance  with all  provisions  of the pooling  and  servicing
agreement,  for federal income tax purposes,  a designated  portion of the trust
will comprise  multiple REMICs in a tiered  structure.  The Class R Certificates
will represent ownership of the residual interest in each REMIC.  Elections will
be made to treat each REMIC created by the pooling and servicing  agreement as a
REMIC for federal  income tax purposes.  For federal  income tax  purposes,  the
Basis Risk Reserve Fund, together with the Supplemental  Interest Trust, will be
treated as an "outside  reserve fund" that is beneficially  owned by the Class X
Certificateholders.                                                             

Tax Treatment of the Regular LIBOR Certificates                     

      For tax  information  reporting  purposes,  the  trustee  will  treat each
beneficial owner of a LIBOR  Certificate  other than the Class R Certificates (a
"Regular  LIBOR  Certificate")  as owning a regular  interest  in the upper tier
REMIC and an interest in a limited recourse interest rate cap contract (the "Cap
Contract").  The  REMIC  regular  interest  corresponding  to  a  Regular  LIBOR
Certificate will be entitled to receive  interest and principal  payments at the
times and in the  amounts  equal to those  made on the  Certificate  to which it
corresponds,  except that (i) any Swap  Termination  Payment  will be treated as
being payable solely from Monthly Excess Cashflow and (ii) the maximum  interest
rate of the corresponding REMIC regular interest will equal the weighted average
of the Net Mortgage Rates for all mortgage loans determined by (x) assuming that
all amounts in the Prefunding Account are invested in Subsequent  Mortgage Loans
bearing an interest  rate of zero for the first  distribution  date,  (y) taking
into  account any Net Swap Trust  Payment  and (z)  limiting  the Swap  Notional
Amount, for purposes of determining the amount of any Net Swap Trust Payment, to
the  aggregate  principal  balance  of the  mortgage  loans.  As a result of the
foregoing,   the  amount  of   distributions   on  the  REMIC  regular  interest
corresponding  to a Regular  LIBOR  Certificate  may exceed the actual amount of
distributions on the Regular LIBOR Certificate.                                 

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      Any amount payable on a Regular LIBOR  Certificate in excess of the amount
payable on the corresponding  REMIC regular interest will be deemed to have been
paid to the  holder  of  that  Regular  LIBOR  Certificate  pursuant  to the Cap
Contract.  Alternatively,  any  amount  payable  on the REMIC  regular  interest
corresponding to a Regular LIBOR  Certificate in excess of the amount payable on
the Regular  LIBOR  Certificate  will be treated as having been  received by the
holder of that Regular  LIBOR  Certificate  and then as having been paid by such
holder pursuant to the Cap Contract.  Consequently,  each beneficial  owner of a
Regular  LIBOR  Certificate  will be required  to report  income  accruing  with
respect to the REMIC regular  interest  component as discussed  under  "Material
Federal   Income  Tax   Consequences--Taxation   of  Owners  of  REMIC   Regular
Certificates" in the prospectus. In addition, each beneficial owner of a Regular
LIBOR  Certificate will be required to report net income with respect to the Cap
Contract  component  and will be  permitted to  recognize a net  deduction  with
respect to the Cap Contract  component,  subject to the discussion  under "--The
Cap Contract Components" below.  Prospective  investors should consult their own
tax advisors regarding the consequences to them in light of their own particular
circumstances  of taxing  separately the two components  comprising each Regular
LIBOR Certificate.                                                              

      Allocations.  A  beneficial  owner of a  Regular  LIBOR  Certificate  must
allocate  its purchase  price for the  certificate  between its  components--the
REMIC regular interest component and the Cap Contract component.                

      For information reporting purposes,  pursuant to the pooling and servicing
agreement,  the trustee will assume that the Cap Contract  components  will have
nominal  value or such other value as  specified  in the  pooling and  servicing
agreement. The Cap Contract is difficult to value, and the IRS could assert that
the value of a Cap Contract component as of the Closing Date is greater than the
value used for information  reporting  purposes.  Prospective  investors  should
consider  the tax  consequences  to them if the IRS were to  assert a  different
value for the Cap Contract components.                                          

      Upon  the  sale,  exchange,  or  other  disposition  of  a  Regular  LIBOR
Certificate,  the beneficial  owner of the certificate  must allocate the amount
realized  between the components of the  certificate  based on the relative fair
market  values of those  components at the time of sale and must treat the sale,
exchange or other  disposition  as a sale,  exchange or disposition of the REMIC
regular  interest  component and the Cap Contract  component.  Assuming that the
Regular  LIBOR  Certificate  is held as a "capital  asset" within the meaning of
Section 1221 of the Code,  gain or loss on the disposition of an interest in the
Cap Contract  component  should be capital gain or loss. For a discussion of the
material  federal  income  tax  consequences  to a  beneficial  owner  upon  the
disposition  of a REMIC  regular  interest,  see  "Material  Federal  Income Tax
Consequences--Taxation   of  Owners  of  REMIC  Regular   Certificates"  in  the
prospectus.                                                                     

      Original Issue Discount. The REMIC regular interest component of a Regular
LIBOR  Certificate may be issued with OID. A beneficial owner of a Regular LIBOR
Certificate  must include any OID with respect to such component in income as it
accrues on a constant yield method,  regardless of whether the beneficial  owner
receives  currently the cash  attributable  to such OID. See  "Material  Federal
Income    Tax    Consequences--Taxation    of    Owners    of   REMIC    Regular
Certificates--Original   Issue  Discount"  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.  No  representation is made that the Mortgage Loans will
prepay at such a rate or at any other rate.                                     

      The Cap Contract Components.  The portion of the overall purchase price of
a Regular LIBOR Certificate  attributable to the Cap Contract  component must be
amortized over the life of such  certificate,  taking into account the declining
balance of the related REMIC regular interest  component.  Treasury  regulations
concerning   notional  principal   contracts  provide  alternative  methods  for
amortizing  the  purchase  price of an  interest  rate cap  contract.  Under one
method--the level yield constant interest method--the price paid for an interest
rate cap is amortized  over the life of the cap as though it were the  principal
amount of a loan bearing  interest at a reasonable rate.  Prospective  investors
are urged to consult  their tax  advisors  concerning  the  methods  that can be
employed to amortize the portion of the purchase price paid for the Cap Contract
component of a Regular LIBOR Certificate.                                       

      Any payments made to a beneficial owner of a Regular LIBOR  Certificate in
excess of the amounts payable on the  corresponding  REMIC regular interest will
be treated as having  been  received  on such  certificate  pursuant  to the Cap
Contract,  and such excess  will be treated as a periodic  payment on a notional
principal contract. To the extent the sum of such periodic payments for any year
exceeds that year's  amortized cost of the Cap Contract                         

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component,  such excess represents net income for that year. Conversely,  to the
extent  that the amount of that  year's  amortized  cost  exceeds the sum of the
periodic payments, such excess shall represent a net deduction for that year. In
addition,  any amounts  payable on such REMIC regular  interest in excess of the
amount of payments on the Regular LIBOR Certificates to which it relates will be
treated as having been received by the  beneficial  owners of such  Certificates
and then paid by such owners to the Supplemental  Interest Trust pursuant to the
Cap  Contract,  and such  excess  should be  treated  as a payment on a notional
principal  contract that is made by the  beneficial  owner during the applicable
taxable  year and that is taken  into  account  in  determining  the  beneficial
owner's net income or net  deduction  with  respect to the Cap Contract for such
taxable year.  Although not clear, net income or a net deduction with respect to
the Cap  Contract  should  be  treated  as  ordinary  income  or as an  ordinary
deduction.                                                                      

      A beneficial  owner's ability to recognize a net deduction with respect to
the Cap Contract  component is limited  under  Sections 67 and 68 of the Code in
the case of (i)  estates and trusts and (ii)  individuals  owning an interest in
such  component  directly  or through a "pass  through  entity"  (other  than in
connection  with such  individual's  trade or business).  Pass through  entities
include  partnerships,  S corporations,  grantor trusts and non publicly offered
regulated investment companies,  but do not include estates,  nongrantor trusts,
cooperatives,  real estate  investment  trusts and  publicly  offered  regulated
investment  companies.  Further,  such a  beneficial  owner  will not be able to
recognize  a net  deduction  with  respect  to the  Cap  Contract  component  in
computing the beneficial owner's alternative minimum tax liability.             

      Because a beneficial owner of a Regular LIBOR Certificate will be required
to include in income the amount deemed to have been paid by such owner  pursuant
to the Cap  Contract  but may not be able to deduct that amount from  income,  a
beneficial  owner of a Regular  LIBOR  Certificate  may have income that exceeds
cash distributions on the Regular LIBOR Certificate,  in any period and over the
term  of  the  Regular  LIBOR  Certificate.  As  a  result,  the  Regular  LIBOR
Certificates  may not be a  suitable  investment  for  any  taxpayer  whose  net
deduction with respect to the Cap Contract  would be subject to the  limitations
described above.                                                                

      Status of the Offered Certificates.  The REMIC regular interest components
of Regular  LIBOR  Certificates  will be treated as assets  described in Section
7701(a)(19)(C)   of  the  Code,  and  as  "real  estate  assets"  under  Section
856(c)(5)(B) of the Code,  generally,  in the same proportion that the assets of
the  trust,  exclusive  of the  assets not  included  in any REMIC,  would be so
treated.  In addition,  the interest  derived  from the REMIC  regular  interest
component of a Regular LIBOR Certificate will be interest on obligations secured
by  interests in real  property  for purposes of section  856(c)(3) of the Code,
subject to the same limitation in the preceding sentence.  See "Material Federal
Income Tax  Consequences--Classification  of REMICs" in the prospectus.  The Cap
Contract components of the Regular LIBOR Certificates will not qualify, however,
as an asset  described in Section  7701(a)(19)(C)  of the Code, as a real estate
asset under Section 856(c)(5)(B) of the Code or as a "qualified mortgage" within
the meaning of Section  860G(a)(3)  of the Code.  As a result,  a Regular  LIBOR
Certificate generally will not be a suitable investment for a REMIC.            

Taxation of the Residual Certificates                               

      A holder of a Class R Certificate  must include the taxable income of each
related REMIC in its federal taxable income.  The resulting tax liability of the
holder  generally  will exceed cash  distributions  to the holder during various
periods.  All or a  significant  portion of the  taxable  income  from a Class R
Certificate  recognized  by a  holder  generally  will  be  treated  as  "excess
inclusion" income,  which, with limited  exceptions,  is subject to U.S. federal
income tax in all events.                                                       

      Effective  August 1, 2006,  temporary  regulations  issued by the Internal
Revenue  Service have  modified the general rule that excess  inclusions  from a
REMIC residual interest are not includible in the income of a foreign person (or
subject  to  withholding  tax) until paid or  distributed.  The new  regulations
accelerate  the time both for  reporting  of,  and  withholding  tax on,  excess
inclusions  allocated to the foreign equity holders of partnerships  and certain
other pass-through  entities.  The new rules also provide that excess inclusions
are United  States  sourced  income.  The  timing  rules  apply to a  particular
residual  interest and a particular  foreign person,  if the first allocation of
income from the residual  interest to the foreign  person  occurs after July 31,
2006. The source rules apply for taxable years ending after August 1, 2006.     

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      Under the temporary  regulations,  in the case of REMIC residual interests
held by a foreign person through a partnership,  the amount of excess  inclusion
income  allocated to the foreign partner is deemed to be received by the foreign
partner on the last day of the  partnership's  taxable year except to the extent
that the excess  inclusion  was required to be taken into account by the foreign
partner at an earlier  time under  section  860G(b) of the Code as a result of a
distribution by the partnership to the foreign partner or a disposition in whole
or in part of the foreign  partner's  indirect  interest  in the REMIC  residual
interest.  A disposition in whole or in part of the foreign  partner's  indirect
interest in the REMIC  residual  interest may occur as a result of a termination
of the REMIC, a disposition of the partnership's residual interest in the REMIC,
a disposition of the foreign partner's interest in the partnership, or any other
reduction in the foreign  partner's  allocable share of the portion of the REMIC
net income or deduction allocated to the partnership.                           

      Similarly,  in the case of a residual interest held by a foreign person as
a shareholder of a real estate investment trust or regulated investment company,
as a  participant  in a  common  trust  fund or as a patron  in an  organization
subject to part I of subchapter T (cooperatives), the amount of excess inclusion
allocated to the foreign  person must be taken into income at the same time that
other income from trust,  company,  fund,  or  organization  would be taken into
account.                                                                        

      Under the temporary regulations,  excess inclusions allocated to a foreign
person (whether as a partner or holder of an interest in a pass-through  entity)
are  expressly  made subject to  withholding  tax. In  addition,  in the case of
excess  inclusions  allocable to a foreign  person as a partner,  the  temporary
regulations  eliminate an important  exception to the  withholding  requirements
under which a withholding agent unrelated to a payee is obligated to withhold on
a payment  only to the extent that the  withholding  agent has control  over the
payee's money or property and knows the facts giving rise to the payment.       

      Purchasers  of a Class R  Certificate  should  consider  carefully the tax
consequences  of  an  investment  in  Class  R  Certificates  discussed  in  the
prospectus   and  should  consult  their  own  tax  advisors   regarding   those
consequences.  See "Material Federal Income Tax Consequences--Taxation of Owners
of REMIC Residual  Certificates"  in the prospectus.  Specifically,  prospective
holders of Class R  Certificates  should  consult  their tax advisors  regarding
whether, at the time of acquisition,  a Class R Certificate will be treated as a
"noneconomic" residual interest, a "non-significant value" residual interest and
a "tax avoidance potential" residual interest.  See "Material Federal Income Tax
Consequences--Taxation  of  Owners of REMIC  Residual  Certificates--Noneconomic
REMIC     Residual     Certificates,"     "Material     Federal    Income    Tax
Consequences--Taxation  of Owners of REMIC Residual  Certificates--Basis  Rules,
Net Losses and Distributions" and "--Excess Inclusions" in the prospectus.      

ERISA CONSIDERATIONS

      Any plan  fiduciary  which  proposes to cause an employee  benefit plan or
other retirement  arrangement  subject to Section 406 of the Employee Retirement
Income Security Act of 1974, as amended  ("ERISA") and/or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"),  or any entity deemed to
hold the plan  assets of the  foregoing  ("Plans") to acquire any of the offered
certificates  should  consult with its counsel about the potential  consequences
under ERISA,  and/or the Code, of the plan's  acquisition and ownership of those
certificates. See "ERISA Considerations" in the prospectus. Section 406 of ERISA
and Section  4975 of the Code  prohibit  parties in interest  with respect to an
employee benefit plan or other retirement arrangement subject to ERISA and/or to
Section 4975 of the Code from engaging in specific  transactions  involving that
plan and its assets unless a statutory,  regulatory or administrative  exemption
applies to the  transaction.  Section  4975 of the Code imposes  various  excise
taxes  on  prohibited  transactions  involving  plans  and  other  arrangements,
including,  but not limited to, individual retirement accounts,  described under
that section.  ERISA authorizes the imposition of civil penalties for prohibited
transactions  involving plans not subject to the requirements of Section 4975 of
the Code.                                                                       

      Some employee benefit plans,  including governmental plans and some church
plans,  are not subject to ERISA's  requirements.  Accordingly,  assets of those
plans may be invested in the offered  certificates  without  regard to the ERISA
considerations  described in this  prospectus  supplement and in the prospectus,
subject to the  provisions  of other  applicable  federal and state law.  Any of
these plans that are qualified and exempt from taxation  under  Sections  401(a)
and  501(a)  of the Code may be  subject  to the  prohibited  transaction  rules
described in Section 503 of the Code.                                           

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      The U.S.  Department of Labor has granted to the Underwriter an individual
administrative   exemption  (the   "Exemption")  from  some  of  the  prohibited
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code for the initial  purchase,  the holding and the subsequent resale by
plans of  securities,  including  certificates,  issued  by  entities  that hold
investment  pools  consisting  of  particular   receivables,   loans  and  other
obligations that meet the conditions and requirements of the Exemption. Assuming
that the general conditions of the Exemption are met, the Exemption may apply to
offered   certificates  that  qualify  for  the  Exemption  and  that  represent
fractional  undivided  interests in a trust comprised of mortgage loans like the
mortgage loans in the trust.                                                    

      For a general description of the Exemption and the conditions that must be
satisfied  for  the  Exemption  to  apply,  see  "ERISA  Considerations"  in the
prospectus.                                                                     

      The Exemption  extends  exemptive  relief to certain  mortgage-backed  and
asset-backed  securities  transactions  that use  prefunding  accounts  and that
otherwise  meet  the  requirements  of the  Exemption.  Mortgage  loans or other
secured  receivables  supporting  payments to  certificateholders,  and having a
value equal to no more than  twenty-five  percent  (25%) of the total  principal
amount of the certificates being offered by the trust, may be transferred to the
trust 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.  This  relief  is  available  only  when the  prefunding  account
satisfies certain conditions.                                                   

      In addition,  as of the date hereof,  there is no single mortgagor that is
the  obligor on five  percent of the  mortgage  loans  included  in the trust by
aggregate unamortized principal balance of the assets of the trust.             

      Any  person  purchasing  an offered  certificate  otherwise  eligible  for
purchase by Plans under the Exemption,  which offered  certificate  entitles the
holder to  receive  payments  under  the swap  agreement  from the  supplemental
interest  trust,  will be  deemed to have  acquired  for  purposes  of ERISA and
Section 4975 of the Code the right to receive such offered  certificate  without
the right to receive  payments from the  supplemental  interest trust,  together
with the right to receive such payments.                                        

      The  acquisition,  holding  and  transfer  of  the  offered  certificates,
excluding  the right to receive  the  payments  from the  supplemental  interest
trust,  should meet the conditions of the Exemption (other than the those within
the control of the investors). However, a fiduciary of any employee benefit plan
or other  retirement  arrangement  subject to ERISA or Section  4975 of the Code
should  carefully review with its legal advisors whether the purchase or holding
of offered  certificates  could  give rise to a  transaction  prohibited  or not
otherwise permissible under ERISA or the Code, and whether the purchase, holding
or  disposition  of the  offered  certificate  s without  the  right to  receive
payments  from  the  supplemental  interest  trust  during  the term of the swap
agreement and after the  termination of the swap  agreement  satisfies the terms
and conditions of the Exemption.  See "ERISA  Considerations" in the prospectus.
The rating of an offered  certificate  may  change.  If the rating of a class of
offered  certificate s declines below the lowest permitted rating,  certificates
of that  class may no longer be  eligible  for  relief  under the  Underwriter's
Exemption  (although a Plan that had purchased a certificate  of that class when
the certificate had a permitted  rating would not be required to dispose of it).
However,  insurance  company general accounts may be able to purchase an offered
certificate in such  circumstances  pursuant to Sections I and III of Prohibited
Transaction Class Exemption 95-60.                                              

      The Exemption may not apply to the  acquisition,  holding or resale of the
right to receive  payments from the  supplemental  interest trust by a Plan. The
right to receive such payments could also result in a prohibited  transaction if
the Swap  Counterparty is a party in interest with respect to such Plan,  unless
another  administrative  exemption is available.  Accordingly,  no Plan or other
person  using Plan assets may acquire or hold an offered  certificate  otherwise
eligible for the Exemption before the termination of the swap agreement,  unless
such  acquisition  or  holding  is  eligible  for  administrative  or  statutory
exemptive  relief.  Administrative  relief is exemptive  relief  available under
Department  of  Labor   Prohibited   Transaction   Class  Exemption  84-14  (for
transactions by independent "qualified professional asset managers"), 91-38 (for
transactions by bank collective  investment  funds),  90-1 (for  transactions by
insurance  company  pooled  separate  accounts),   95-60  (for  transactions  by
insurance  company  general  accounts)  or 96-23 (for  transactions  effected by
"in-house  asset  managers").  There is also a statutory  exemption  that may be
available under Section 408(b)(17) of ERISA and Section  4975(d)(20) of the Code
to a party in interest  that is a service  provider to a Plan  investing  in the
offered certificates for adequate consideration,  provided such service provider
is not (i) the  fiduciary  with respect to the Plan's assets used to acquire    

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the offered  certificates or an affiliate of such fiduciary or (ii) an affiliate
of the employer sponsoring the Plan. Plan fiduciaries should consult their legal
counsel  concerning this issue.  Prior to the termination of the swap agreement,
each beneficial owner of an offered  certificate or any interest therein,  shall
be deemed to have  represented,  by virtue of its  acquisition or holding of the
offered  certificate,  or interest therein,  that either (i) it is not a Plan or
(ii) the  acquisition  and  holding of such  certificate  are  eligible  for the
exemptive  relief available under one of the five Prohibited  Transaction  Class
Exemptions or the exemption for  nonfiduciary  service  providers  under Section
408(b)(17) of ERISA as required  immediately  above.  It should be noted that as
PTCE  95-60  would  cover  the  prohibited   transactions  discussed  herein  in
connection with the swap  agreement,  any offered  certificate  whose rating has
fallen to below BBB- could be purchased by insurance  company  general  accounts
pursuant to such exemption prior to the termination of the swap agreement.      

      If any offered  certificate,  or any interest therein, is acquired or held
in violation of the  provisions of the preceding  paragraph,  the next preceding
permitted  beneficial  owner  will be treated  as the  beneficial  owner of that
certificate,  retroactive  to the date of transfer to the  purported  beneficial
owner. Any purported beneficial owner whose acquisition or holding of an offered
certificate, or interest therein, was effected in violation of the provisions of
the preceding  paragraph shall indemnify to the extent permitted by law and hold
harmless  the  depositor,  the seller,  the trustee and the  servicers  from and
against any and all  liabilities,  claims,  costs or  expenses  incurred by such
parties as a result of such acquisition or holding.                             

      Insurance companies contemplating the investment of general account assets
in the certificates should consult with their legal advisors with respect to the
applicability  of  Section  401(c)  of ERISA  and the U.S.  Department  of Labor
regulations  issued  thereunder  regarding  the  potential  application  to, and
exemption  from,  the fiduciary and prohibited  transaction  provisions of ERISA
and/or Section 4975 of the Code to such accounts.                               

      Prospective  plan  investors  should  consult  with their  legal  advisors
concerning the impact of ERISA and the Code, the applicability of the Exemption,
and the potential consequences in their specific circumstances,  prior to making
an investment in the offered certificates.  Moreover, each plan fiduciary should
determine whether,  under the general fiduciary standards of investment prudence
and  diversification,  an investment in the offered  certificates is appropriate
for the plan, taking into account the overall  investment policy of the plan and
the composition of the plan's investment portfolio.                             

 LEGAL INVESTMENT CONSIDERATIONS

      The offered  certificates  will not be "mortgage  related  securities" for
purposes  of the  Secondary  Mortgage  Market  Enhancement  Act of 1984  because
certain  of the  mortgage  loans are  secured  by a second  lien on the  related
mortgaged property.                                                             

      There may be restrictions on the ability of certain  investors,  including
depository  institutions,  either to  purchase  the offered  certificates  or to
purchase offered  certificates  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 offered certificates constitute legal
investments for such investors. See "Legal Investment" in the prospectus.       

 ACCOUNTING CONSIDERATIONS

      Various  factors may influence the accounting  treatment  applicable to an
investor's  acquisition and holding of  mortgage-backed  securities.  Accounting
standards, and the application and interpretation of such standards, are subject
to change  from time to time.  Investors  are  encouraged  to consult  their own
accountants  for  advice  as to the  appropriate  accounting  treatment  for the
offered certificates.                                                           

 LEGAL PROCEEDINGS

      There are no material legal  proceedings  currently pending against any of
the sponsor, the depositor or the issuing entity.                               

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METHOD OF DISTRIBUTION

      Subject  to  the  terms  and  conditions  described  in  the  underwriting
agreement  between the  depositor  and Credit  Suisse  Securities  (USA) LLC (an
affiliate of the depositor and the sponsor) (the  "Underwriter"),  the depositor
has  agreed  to sell to the  Underwriter,  and the  Underwriter  has  agreed  to
purchase from the depositor all of the  certificates  offered in this prospectus
supplement.                                                                     

      The underwriting agreement provides that the obligation of the Underwriter
to pay for and accept delivery of the offered  certificates is subject to, among
other things, the receipt of various legal opinions and to the conditions, among
others,  that no stop order  suspending  the  effectiveness  of the  depositor's
registration  statement  shall be in effect,  and that no  proceedings  for that
purpose shall be pending before or threatened by the SEC.                       

      The  distribution of the offered  certificates by the Underwriter  will be
effected from time to time in one or more negotiated transactions, or otherwise,
at  varying  prices to be  determined,  in each case,  at the time of sale.  The
proceeds  to the  depositor  from the sale of the offered  certificates  will be
approximately  99.9% of the initial  aggregate  Class  Principal  Balance of the
offered  certificates  before deducting  expenses payable by the depositor.  The
Underwriter  may effect those  transactions  by selling its  certificates  to or
through  dealers,  and those  dealers  may receive  compensation  in the form of
underwriting discounts, concessions or commissions from the Underwriter for whom
they act as agent. In connection with the sale of the offered certificates,  the
Underwriter  may be deemed to have received  compensation  from the depositor in
the form of an  underwriting  discount.  The  Underwriter  and any dealers  that
participate with the Underwriter in the distribution of the offered certificates
may be deemed to be an  underwriter  and any profit on the resale of the offered
certificates  positioned by them may be deemed to be underwriting  discounts and
commissions under the Securities Act of 1933, as amended.                       

      The underwriting  agreement provides that the depositor will indemnify the
Underwriter, and under limited circumstances, the Underwriter will indemnify the
depositor,  against various civil  liabilities under the Securities Act of 1933,
as  amended,   or   contribute   to  payments   required  to  be  made  for  the
indemnification.                                                                

      There  can be no  assurance  that  a  secondary  market  for  the  offered
certificates will develop or, if it does develop,  that it will continue or will
provide investors with a sufficient level of liquidity.                         

 LEGAL MATTERS

      The validity of the  certificates,  including  material federal income tax
consequences  relating to the certificates,  will be passed on for the depositor
by McKee Nelson LLP, New York,  New York.  McKee Nelson LLP, New York, New York,
will pass on specific legal matters on behalf of the Underwriter.               

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 RATINGS

      It is a condition  of the issuance of the offered  certificates  that they
receive ratings from Fitch Ratings ("Fitch"),  Moody's Investors  Service,  Inc.
("Moody's"),  Standard & Poor's Ratings Services,  a division of The McGraw-Hill
Companies,  Inc.  ("S&P") and Dominion Bond Rating Service  ("DBRS" and together
with Fitch, Moody's and S&P, the "Rating Agencies") as indicated:               

       Rating Agency
       -------------
Class     Fitch        Moody's        S&P          DBRS   
-----     -----        -------        ---          ----   
1-A-1      AAA           Aaa          AAA          AAA    
2-A-1      AAA           Aaa          AAA          AAA    
2-A-2      AAA           Aaa          AAA          AAA    
2-A-3      AAA           Aaa          AAA          AAA    
2-A-4      AAA           Aaa          AAA          AAA    
R        AAA           N/R          AAA          AAA  
M-1       AA+           Aa1          AA+       AA (high)
M-2       AA+           Aa2          AA            AA   
M-3        AA           Aa3          AA            AA   
M-4       AA-           A1           AA-        AA (low)
M-5        A+           A2           A+         A (high)
M-6        A            A3            A            A    
M-7        A-          Baa1          A-         A (low) 
 M-8       BBB+         Baa2         BBB+       BBB (high)
B-1       BBB          Baa3          BBB          BBB   
B-2       BBB-          Ba1         BBB-          BBB   
B-3       BB+           Ba2          BB+       BB (high)
P        AAA           N/R          AAA          AAA  

      A  securities  rating  addresses  the  likelihood  of  the  receipt  by  a
certificateholder  of distributions on the mortgage loans. The rating takes into
consideration  the  characteristics  of the mortgage  loans and the  structural,
legal and tax  aspects  associated  with the  certificates.  The  ratings on the
offered  certificates  do not,  however,  constitute  statements  regarding  the
likelihood or frequency of prepayments on the mortgage loans, the payment of any
Basis Risk Shortfall or the possibility that a holder of an offered  certificate
might realize a lower than anticipated yield. The ratings assigned by the Rating
Agencies  to the  Class R  Certificates  address  only the  return  of the Class
Principal  Balance and interest on that balance at the  pass-through  rate.  The
ratings assigned by the Rating Agencies to the Class P Certificates address only
the return of the Class Principal Balance of the Class P Certificates,          

      The  depositor  has not  engaged any rating  agency  other than the Rating
Agencies to provide ratings on the offered certificates.  However,  there can be
no  assurance  as to  whether  any other  rating  agency  will rate the  offered
certificates,  or, if it does,  what rating  would be assigned by any such other
rating agency. Any rating on the offered  certificates by another rating agency,
if  assigned  at all,  may be lower than the  ratings  assigned  to the  offered
certificates by the Rating  Agencies.  A security rating is not a recommendation
to buy, sell or hold  securities and may be subject to revision or withdrawal at
any time by the assigning  rating  organization.  Each security rating should be
evaluated  independently  of any other  security  rating.  In the event that the
ratings  initially  assigned  to any of the offered  certificates  by the Rating
Agencies  are  subsequently  lowered  for any  reason,  no  person  or entity is
obligated to provide any additional  support or credit  enhancement with respect
to such offered certificates.                                                   

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 ANNEX I
 GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

      Except in certain limited circumstances,  the offered certificates will be
offered  globally  (the  "Global  Securities")  and  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.                                             

      Secondary   cross-market  trading  between   Clearstream,   Luxembourg  or
Euroclear  and DTC  Participants  holding  Certificates  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 conventional eurobonds, except that there
will be no temporary  global  security and no  "lock-up" or  restricted  period.
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.                                                                           

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

      Trading between  Clearstream,  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.                                       

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      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 the
actual number of days in such  interest  period and a year assumed to consist of
360 days.  For  transactions  settling  on the 31st of the month,  payment  will
include  interest accrued to and excluding the first day of the following month.
Payment will then be made by the respective  Depositary of the DTC Participant's
account against  delivery of the Global  Securities.  After  settlement has been
completed,  the Global  Securities will be 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  a
cross-market transaction will settle no differently than a trade between two DTC
Participants.                                                                   

      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 the actual number of days in such interest period and a year assumed to
consist of 360 days. For transactions settling on the 31st of the month, payment
will include  interest  accrued to and  excluding the first day of the following
month.  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  Participants 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                                                             

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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 systems 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 that is not a United  States person within the meaning
of Section 7701(a)(30) of the Internal Revenue Code of 1986 holding a book-entry
certificate  through  Clearstream,  Euroclear  or  DTC  maybe  subject  to  U.S.
withholding tax at a rate of 30% unless such beneficial  owner provides  certain
documentation to the trustee or to the U.S. entity required to withhold tax (the
"U.S.  withholding agent") establishing an exemption from withholding.  A holder
that is not a United States person may be subject to 30% withholding unless:    

            I.    the  trustee  or  the  U.S.   withholding   agent  receives  a
statement--                                 

                  (a) from the  beneficial  owner on  Internal  Revenue  Service
    (IRS) From W-8BEN (or any successor form) that--

                        (i)   is signed by the beneficial  owner under penalties
of perjury,         

                        (ii)  certifies  that  such  beneficial  owner  is not a
     United States person, and

                        (iii) provides  the name and  address of the  beneficial
owner, or           

                  (b) from a securities clearing  organization,  a bank or other
                  financial  institution that holds customers' securities in the
   ordinary course of its trade or business that--

                        (i)   is  signed  under   penalties  of  perjury  by  an
                              authorized   representative   of   the   financial
institution,        

                        (ii)  states that the financial institution has received
                              an IRS Form  W-8BEN (or any  successor  form) from
                              the  beneficial  owner or that  another  financial
                              institution  acting on  behalf  of the  beneficial
                              owner has  received  such IRS Form  W-8BEN (or any
successor form),    

                        (iii) provides  the name and  address of the  beneficial
owner, and          

                        (iv)  attaches  the IRS Form  W-8BEN  (or any  successor
                   form) provides by the beneficial owner;

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            II.   the beneficial owner claims an exemption or reduced rate based
                  on a treaty and  provides a properly  executed IRS Form W-8BEN
                  (or any successor form) to the trustee or the U.S. withholding
agent;                                      

            III.  the  beneficial  owner  claims an  exemption  stating that the
                  income is  effectively  connected to a U.S.  trade or business
                  and  provides  a  properly  executed  IRS Form  W-8BEN (or any
                  successor form) to the trustee or the U.S.  withholding agent;
or                                          

            IV.   the  beneficial  owner  is a  nonwithholding  partnership  and
                  provides a properly executed IRS Form W-8IMY (or any successor
                  form) with all  necessary  attachments  to the  trustee or the
                  U.S.  withholding agent.  Certain  pass-through  entities that
                  have entered into agreements with the Internal Revenue Service
                  (for  example  qualified  intermediaries)  may be  subject  to
                  different documentation  requirements;  it is recommended that
                  such  beneficial  owner  consult with their tax advisors  when
purchasing the certificates.                

      A beneficial owner holding book-entry  certificates through Clearstream or
Euroclear provides the forms and statements referred to above by submitting them
to the person through which he holds an interest in the book-entry certificates,
which is the clearing  agency,  in the case of persons  holding  directly on the
books of the clearing  agency.  Under certain  circumstances  a Form W-8BEN,  if
furnished with a taxpayer  identification  number,  (TIN), will remain in effect
until the status of the beneficial  owner changes,  or a change in circumstances
makes any information on the form incorrect. A Form W-8BEN, if furnished without
a TIN, and a Form W-8ECI will remain in effect for a period starting on the date
the form is signed and ending on the last day of the third  succeeding  calendar
year,  unless  a change  in  circumstances  makes  any  information  on the form
incorrect.                                                                      

      In addition, all beneficial owners holding book-entry certificates through
Clearstream,  Euroclear or DTC may be subject to backup withholding at a rate of
up to 31% unless the beneficial owner:                                          

            I. provides a properly executed IRS Form W-8BEN, Form W-8ECI or Form
      W-8IMY  (or any  successor  forms) if that  person is not a United  States
person;                                                             

            II.  provides a properly  executed  IRS Form W-9 (or any  substitute
form) if that person is a United States person; or                  

            III. is a corporation,  within the meaning of Section 7701(a) of the
      Internal  Revenue  Code of 1986,  or  otherwise  establishes  that it is a
recipient exempt from United States backup withholding.             

      This  summary  does not deal  with  all  aspects  of  federal  income  tax
withholding or backup withholding that may be relevant to investors that are not
United States persons within the meaning of Section  7701(a)(30) of the Internal
Revenue Code.  Such  investors are advised to consult their own tax advisors for
specific tax advice  concerning  their holding and  disposing of the  book-entry
certificates.                                                                   

      The term  United  States  person  means (1) a citizen or  resident  of the
United States,  (2) a corporation or partnership  organized in or under the laws
of the United  States or any state or the  District  of  Columbia  (other than a
partnership  that is not treated as a United States person under any  applicable
Treasury regulations),  (3) an estate the income of which is includable in gross
income for United States tax purposes,  regardless of its source, (4) a trust if
a court within the United States is able to exercise  primary  supervision  over
the  administration  of the trust and one or more  United  States  persons  have
authority  to control all  substantial  decisions  of the trust,  and (5) to the
extent provided in  regulations,  certain trusts in existence on August 20, 1996
that are treated as United  States  persons prior to such date and that elect to
continue to be treated as United States persons.                                

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ANNEX II

SWAP AGREEMENT

Swap Payment Date                      Lower Bound ($)         Upper Bound ($)  
-----------------                      ---------------         ---------------  

December 2006                           1,060,000,000           1,081,200,000   
January 2007                            1,035,900,000           1,069,800,000   
February 2007                           1,009,000,000           1,057,200,000   
March 2007                                979,500,000           1,043,300,000   
April 2007                                947,700,000           1,028,200,000   
May 2007                                  913,600,000           1,012,000,000   
June 2007                                 877,500,000             994,600,000   
July 2007                                 839,900,000             976,200,000   
August 2007                               801,000,000             956,800,000   
September 2007                            763,900,000             936,300,000   
October 2007                              728,500,000             915,000,000   
November 2007                             694,700,000             892,900,000   
December 2007                             662,600,000             870,000,000   
January 2008                              631,900,000             846,400,000   
February 2008                             602,700,000             822,400,000   
March 2008                                574,900,000             798,100,000   
April 2008                                546,400,000             774,500,000   
May 2008                                  517,200,000             751,700,000   
June 2008                                 489,700,000             728,900,000   
July 2008                                 435,800,000             706,100,000   
August 2008                               387,900,000             683,400,000   
September 2008                            347,300,000             651,800,000   
October 2008                              312,700,000             621,700,000   
November 2008                             282,200,000             592,600,000   
December 2008                             267,300,000             566,000,000   
January 2009                              253,600,000             541,400,000   
February 2009                             240,300,000             517,400,000   
March 2009                                227,900,000             501,800,000   
April 2009                                216,300,000             486,900,000   
May 2009                                  201,300,000             460,900,000   
June 2009                                 184,600,000             427,700,000   
July 2009                                 175,300,000             414,700,000   
August 2009                                93,000,000             179,000,000   
September 2009                             87,900,000             168,600,000   
October 2009                               84,300,000             162,200,000   
November 2009                              80,900,000             156,000,000   
December 2009                              77,600,000             150,400,000   
January 2010                               74,500,000             145,100,000   
February 2010                              71,500,000             139,900,000   
March 2010                                 68,600,000             136,100,000   
April 2010                                 65,800,000             132,400,000   
May 2010                                   62,000,000             123,700,000   
June 2010                                  59,300,000             119,400,000   
July 2010                                  56,900,000             115,500,000   
August 2010                                47,500,000              80,200,000   
September 2010                             45,700,000              77,600,000   
October 2010                               44,000,000              75,600,000   
November 2010                              42,500,000              73,700,000   
December 2010                              40,900,000              71,800,000   
January 2011                               39,500,000              70,000,000   
February 2011                              38,000,000              68,200,000   
March 2011                                 36,700,000              66,500,000   
April 2011                                 35,400,000              64,800,000   
May 2011                                   34,100,000              63,100,000   
June 2011                                  32,800,000              61,200,000   
July 2011                                  31,500,000              58,800,000   
August 2011                                30,200,000              55,700,000   
September 2011                             29,000,000              54,000,000   
October 2011 and thereafter                      0                          0   

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PROSPECTUS                                                                      

Conduit Mortgage and Manufactured Housing Contract                              
Pass-Through Certificates                                                       

Credit Suisse First Boston Mortgage Securities Corp.                            
Depositor                                                                       

The depositor may periodically form separate trust funds to issue securities in 
series, secured by assets of that trust fund.                                   

Offered Securities. The securities in a series will consist of certificates     
representing interests in a trust fund and will be paid only from the assets of 
that trust fund. Each series may include multiple classes of securities with    
differing payment terms and priorities. Credit enhancement will be provided for 
all offered securities.                                                         

Trust Assets. Each trust fund will consist primarily of:                        

           o  closed-end and/or revolving credit mortgage loans secured by
one- to four-family residential properties;   

       o  mortgage loans secured by multifamily residential rental
       properties consisting of five or more dwelling units;

           o  mortgage loans secured by commercial real estate properties,
             provided that the concentration of these properties is less
than 10% of the pool;                         

              o  mortgage loans secured by mixed residential and commercial real
estate properties;                            

o  loans secured by unimproved land;                

            o  loans made to finance the purchase of certain rights relating
            to cooperatively owned properties secured by the pledge of
               shares issued by a cooperative corporation and the assignment
               of the proprietary lease or occupancy agreement providing the
       exclusive right to occupy a particular dwelling unit;

   o  manufactured housing installment sales contracts and
installment loan agreements; or               

        o  mortgage pass-through certificates backed by, or pro rata
         participation interests in, residential mortgage loans.

The securities of each series will represent interests or obligations of the    
issuing entity, and will not represent interests in or obligations of the       
sponsor, depositor, or any of their affiliates.                                 

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or determined that   
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.                                                               

 August 28, 2006

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Important notice about information presented in this
prospectus and the accompanying prospectus supplement 

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

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

      the accompanying prospectus supplement, which describes the specific terms
of your series of certificates.                                     

You should rely only on the information provided in this prospectus and the     
accompanying prospectus supplement, including the information incorporated by   
reference. We have not authorized anyone to provide you with different          
information. We are not offering the certificates in any state where the offer  
is not permitted.                                                               

If the description of your securities in the accompanying prospectus supplement 
differs from the related description in this prospectus, you should rely on the 
information in that prospectus supplement.                                      

Some capitalized terms used in this prospectus are defined in the section titled
'Glossary' beginning on page 137 of this prospectus.                            

We include cross-references in this prospectus and the accompanying prospectus  
supplement to captions in these materials where you can find further related    
discussions. The following table of contents and the table of contents included 
in the accompanying prospectus supplement provide the pages on which these      
captions are located.                                                           

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European Economic Area

In relation to each Member State of the European Economic Area which has        
implemented the Prospectus Directive (each, a 'Relevant Member State'), the     
underwriter has represented and agreed that with effect from and including the  
date on which the Prospectus Directive is implemented in that Relevant Member   
State (the 'Relevant Implementation Date') it has not made and will not make an 
offer of securities to the public in that Relevant Member State prior to the    
publication of a prospectus in relation to the securities which has been        
approved by the competent authority in that Relevant Member State or, where     
appropriate, approved in another Relevant Member State and notified to the      
competent authority in that Relevant Member State, all in accordance with the   
Prospectus Directive, except that it may, with effect from and including the    
Relevant Implementation Date, make an offer of securities to the public in that 
Relevant Member State at any time:                                              

 (a) to legal entities which are authorised or regulated to operate in the
        financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to invest in securities;                      

   (b) to any legal entity which has two or more of (1) an average of at least
       250 employees during the last financial year; (2) a total balance sheet
      of more than 'E'43,000,000 and (3) an annual net turnover of more than
       'E'50,000,000, as shown in its last annual or consolidated accounts; or

  (c) in any other circumstances which do not require the publication by the
issuer of a prospectus pursuant to Article 3 of the Prospectus  
Directive.                                                      

For the purposes of this provision, the expression an 'offer of securities to   
the public' in relation to any securities in any Relevant Member State means the
communication in any form and by any means of sufficient information on the     
terms of the offer and the securities to be offered so as to enable an investor 
to decide to purchase or subscribe the securities, as the same may be varied in 
that Member State by any measure implementing the Prospectus Directive in that  
Member State and the expression 'Prospectus Directive' means Directive          
2003/71/EC and includes any relevant implementing measure in each Relevant      
Member State.                                                                   

United Kingdom

The underwriter has represented and agreed that:                                

(a) it has only communicated or caused to be communicated and will only 
      communicate or cause to be communicated an invitation or inducement to
      engage in investment activity (within the meaning of Section 21 of the
  Financial Services and Markets Act (the 'FSMA')) received by it in
       connection with the issue or sale of the securities in circumstances in
 which Section 21(1) of the FSMA does not apply to the issuer; and

 (b) it has complied and will comply with all applicable provisions of the
      FSMA with respect to anything done by it in relation to the securities
in, from or otherwise involving the United Kingdom.             

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TABLE OF CONTENTS 

                Page
                ----

Risk Factors................................    5                               
The Trust Fund..............................   23                               
The Mortgage Pools.......................   23                            
Static Pool Information..................   30                            
Underwriting Standards for Mortgage                                       
Loans..................................   30                          
FICO Scores..............................   33                            
Qualifications of Unaffiliated Sellers...   33                            
Representations by Unaffiliated Sellers;                                  
Repurchases............................   33                          
Mortgage Certificates....................   35                            
The Contract Pools.......................   35                            
Underwriting Standards for Contracts.....   36                            
Pre-Funding..............................   36                            
The Depositor...............................   37                               
Use of Proceeds.............................   37                               
Yield Considerations........................   37                               
Maturity and Prepayment Considerations......   40                               
Description of the Certificates.............   43                               
General..................................   43                            
Form of Certificates.....................   45                            
Distributions of Principal and                                            
Interest...............................   47                          
Determination of LIBOR...................   50                            
Assignment of Mortgage Loans.............   50                            
Assignment of Contracts..................   53                            
Assignment of Mortgage Certificates......   54                            
Servicing of Mortgage Loans and                                           
Contracts..............................   55                          
Payments on Mortgage Loans...............   56                            
Payments on Contracts....................   57                            
Collection of Payments on Mortgage                                        
Certificates...........................   57                          
Distributions on Certificates............   58                            
Special Distributions....................   59                            
Reports to Certificateholders............   59                            
Modifications............................   61                            
Advances.................................   61                            
Collection and Other Servicing                                            
Procedures.............................   62                          
Standard Hazard Insurance................   62                            
Special Hazard Insurance.................   64                            
Pool Insurance...........................   64                            
Primary Mortgage Insurance...............   64                            
Mortgagor Bankruptcy Bond................   65                            
Presentation of Claims...................   65                            
Enforcement of Due-on-Sale Clauses;                                       
Realization Upon Defaulted Mortgage                                   
Loans..................................   66                          
Enforcement of 'Due-on-Sale' Clauses;                                     
Realization Upon Defaulted Contracts...   67                          
Servicing Compensation and Payment of                                     
Expenses...............................   67                          
Evidence as to Compliance................   68                            
Certain Matters Regarding the Servicer,                                   
the Depositor, the Trustee and the                                    
Special Servicer.......................   69                          
Events of Default........................   70                            
Rights Upon Event of Default.............   71                            
Amendment................................   71                            
Termination..............................   72                            
Exchangeable Securities.....................   73                               
General..................................   73                            
Exchanges................................   73                            
Procedures...............................   74                            
Credit Support..............................   75                               

                Page
                ----

Financial Guaranty Insurance Policies;                                    
Surety Bonds...........................   75                          
Letters of Credit........................   75                            
Subordinated Certificates................   76                            
Shifting Interest........................   76                            
Overcollateralization....................   77                            
Derivatives..............................   77                            
Purchase Obligations.....................   79                            
Reserve Fund.............................   79                            
Performance Bond.........................   81                            
Description of Insurance....................   81                               
Primary Mortgage Insurance Policies......   81                            
FHA Insurance and VA Guarantees..........   83                            
Standard Hazard Insurance Policies on                                     
Mortgage Loans.........................   84                          
Standard Hazard Insurance Policies on the                                 
Manufactured Homes.....................   85                          
Pool Insurance Policies..................   86                            
Special Hazard Insurance Policies........   88                            
Mortgagor Bankruptcy Bond................   88                            
Certain Legal Aspects of the Mortgage Loans                                     
and Contracts..............................   89                              
The Mortgage Loans.......................   89                            
The Manufactured Housing Contracts.......   98                            
Enforceability of Certain Provisions.....  100                            
Consumer Protection Laws.................  101                            
Applicability of Usury Laws..............  101                            
Environmental Legislation................  101                            
Servicemembers Civil Relief Act..........  102                            
Default Interest and Limitations on                                       
Prepayments............................  103                          
Forfeiture for Drug, RICO and Money                                       
Laundering Violations..................  103                          
Negative Amortization Loans..............  104                            
Material Federal Income Tax Consequences....  104                               
General..................................  104                            
Classification of REMICs.................  105                            
Taxation of Owners of REMIC Regular                                       
Certificates...........................  106                          
Taxation of Owners of REMIC Residual                                      
Certificates...........................  112                          
Backup Withholding with Respect to                                        
Securities.............................  121                          
Foreign Investors in Regular                                              
Certificates...........................  121                          
Non-REMIC Trust Funds....................  122                            
Reportable Transactions..................  125                            
Penalty Avoidance...........................  126                               
State and Other Tax Consequences............  126                               
ERISA Considerations........................  126                               
Plan Assets Regulation...................  127                            
Underwriter's PTE........................  127                            
General Considerations...................  131                            
Insurance Company General Accounts.......  131                            
Legal Investment............................  131                               
Plan of Distribution........................  134                               
Legal Matters...............................  134                               
Financial Information.......................  135                               
Additional Information......................  135                               
Reports to Certificateholders...............  135                               
Incorporation of Certain Information by                                         
Reference..................................  136                              
Ratings.....................................  136                               
Glossary....................................  137                               

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RISK FACTORS

   The prospectus and related prospectus supplement will describe the material
risk factors related to your securities. The securities offered under this      
prospectus and the related prospectus supplement are complex securities. You    
should possess, either alone or together with an investment advisor, the        
expertise necessary to evaluate the information contained in this prospectus and
the prospectus supplement in the context of your financial situation and        
tolerance for risk.                                                             

                                                        [Enlarge/Download Table]

                                                                                                    
There is no source of payments for your        When you buy a security, you will not own an interest
securities other than payments on the          in or a debt obligation of Credit Suisse First Boston
mortgage loans in the trust and any credit     Mortgage Securities Corp., the master servicer or any
enhancement.                                   of their affiliates. You will own an interest in the 
                                               trust. Your payments come only from assets in the    
                                               trust. Therefore, the mortgagors' payments on the    
                                               mortgage loans included in the trust (and any credit 
                                               enhancements) will be the sole source of payments to 
                                               you. If those amounts are insufficient to make       
                                               required payments of interest or principal to you,   
                                               there is no other source of payments. Moreover, no   
                                               governmental agency either guarantees or insures     
                                               payments on the securities or any of the mortgage    
                                               loans, except as otherwise described in the related  
                                               prospectus supplement.                               

In some instances, the return on your          In certain instances, a large percentage of the      
securities may be reduced by losses on the     mortgage loans are secured by second liens. In the   
mortgage loans, which are more likely if       case of second liens, proceeds from liquidation of   
substantially all are secured only by second   the mortgaged property will be available to satisfy  
liens.                                         the mortgage loans only if the claims of any senior  
                                               mortgages have been satisfied in full. When it is    
                                               uneconomical to foreclose on a mortgaged property or 
                                               engage in other loss mitigation procedures, the      
                                               related servicer may write off the entire outstanding
                                               balance of the mortgage loan as a bad debt. These are
                                               risks particularly applicable to mortgage loans      
                                               secured by second liens that have high combined loan 
                                               to value ratios or have small balances relative to   
                                               the total indebtedness of the borrower because it is 
                                               more likely that the related servicer would determine
                                               foreclosure to be uneconomical for those types of    
                                               mortgage loans than for first lien mortgage loans    
                                               with low loan-to-value ratios.                       

Debt incurred by the borrowers in addition to  With respect to mortgage loans that were used for    
that related to the mortgage loans could       debt consolidation, there can be no assurance that   
increase your risk.                            the borrower will not incur further debt in addition 
                                               to the mortgage loan. This additional debt could     
                                               impair the ability of borrowers to service their     
                                               debts, which in turn could result in higher rates of 
                                               delinquency and loss on the mortgage loans.          

Loss mitigation may increase your risk.        In some instances, the related servicer may use a    
                                               wide variety of practices to limit losses on         
                                               defaulted mortgage loans, including writing off part 
                                               of the debt, reducing future payments, and deferring 
                                               the collection of past due payments. The use of these
                                               practices may result in recognition of losses.       

You bear the risk of mortgagor defaults; some  Because your securities are backed by the mortgage   
kinds of mortgage loans may be especially      loans, your investment may be affected by a decline  
prone to defaults.                             in real estate values and changes in each individual 
                                               mortgagor's financial conditions. You should be aware
                                               that the value of the mortgaged properties may       
                                               decline. If the outstanding balance of a mortgage    
                                               loan and any secondary financing on the              

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                                                                [Download Table]

                                                       
underlying property is greater than the value of the   
property, there is an increased risk of delinquency,   
foreclosure and losses. To the extent your securities  
are not covered by credit enhancements, you will bear  
all of the risks resulting from defaults by            
mortgagors. In addition, several types of mortgage     
loans which have higher than average rates of default  
or loss may be included in the trust that issues your  
security. The following types of loans may be          
included:                                              

o  mortgage loans that are subject to 'negative        
   amortization'. The principal balances of these      
   loans may be increased to amounts greater than the  
   value of the underlying property. This increases    
   the likelihood of default;                          

o  mortgage loans that do not fully amortize over      
   their terms to maturity which are sometimes referred
   to as 'balloon loans' and some revolving credit     
   loans that do not significantly amortize prior to   
   maturity. Balloon loans and revolving credit        
   loans, if applicable, involve a greater degree of   
   risk because the ability of a mortgagor to make     
   the final payment on these types of mortgage loans  
   typically depends on the ability to refinance the   
   loan or sell the related mortgaged property. In     
   addition, due to the unpredictable nature of        
   principal payments for revolving credit loans, the  
   rates of principal payments for those loans may be  
   more volatile than for typical first lien loans.    
   To the extent the principal payments on certain     
   revolving credit loans are being reinvested on      
   Draws on other revolving credit loans in the pool,  
   principal distributions on your securities may be   
   further reduced;                                    

o  adjustable rate mortgage loans and other mortgage   
   loans that provide for escalating or variable       
   payments by the mortgagor. The mortgagor may have   
   qualified for those loans based on an income level  
   sufficient to make the initial payments only. As    
   the payments increase, the likelihood of default    
   will increase;                                      

o  loans secured by second or more junior liens. The   
   cost of foreclosure on these loans compared to the  
   potential foreclosure proceeds, after repaying all  
   senior liens, may cause these loans to be           
   effectively unsecured; and                          

o  mortgage loans that are concentrated in one or      
   more regions, states (including, but not limited to,
   California) or zip code areas of the United         
   States. If the regional economy or housing market   
   in that area weakens, the mortgage loans may        
   experience high rates of loss and delinquency,      
   resulting in losses to securityholders. The         
   economic condition and housing market in that area  
   may be adversely affected by a variety of events,   
   including a downturn in certain industries or       
   other businesses concentrated in that area,         
   natural disasters such as earthquakes, mudslides,   
   hurricanes, floods, wildfires and eruptions, and    
   civil disturbances such as riots. The               

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                                                  depositor cannot predict whether, or to what      
                                                  extent or for how long, such events may occur. See
                                                  'The Mortgage Pool' in the prospectus supplement  
                                                  to see if any of these or other types of special  
                                                  risk loans are included in the mortgage pool      
                                                  applicable to your securities.                    

The underwriting guidelines used to originate  The mortgage loans were originated or acquired       
the mortgage loans may impact losses.          generally in accordance with the underwriting        
                                               guidelines described in this prospectus. The         
                                               underwriting standards typically differ from, and are
                                               generally less stringent than, the underwriting      
                                               standards established by Fannie Mae or Freddie Mac.  
                                               In addition, the mortgage loans may have been made to
                                               mortgagors with imperfect credit histories, ranging  
                                               from minor delinquencies to bankruptcy, or mortgagors
                                               with relatively high ratios of monthly mortgage      
                                               payments to income or relatively high ratios of total
                                               monthly credit payments to income. Consequently, the 
                                               mortgage loans may experience rates of delinquency,  
                                               foreclosure and bankruptcy that are higher, and that 
                                               may be substantially higher, than those experienced  
                                               by mortgage loans underwritten in accordance with    
                                               higher standards.                                    

There is a risk that there may be a delay in   Substantial delays could be encountered in connection
receipt of liquidation proceeds and            with the liquidation of defaulted mortgage loans.    
liquidation proceeds may be less than the      Further, liquidation expenses such as legal fees,    
mortgage loan balance.                         real estate taxes and maintenance and preservation   
                                               expenses will reduce the portion of liquidation      
                                               proceeds payable to you. In addition, in some        
                                               instances a large portion of the mortgage loans are  
                                               secured by second liens on the related mortgaged     
                                               property. If a mortgagor on a mortgage loan secured  
                                               by a second lien defaults, the trust's rights to     
                                               proceeds on the liquidation of the related mortgaged 
                                               property are subordinate to the rights of the holder 
                                               of the first lien on the related mortgaged property. 
                                               There may not be enough proceeds to pay both the     
                                               first lien and the second lien. If a mortgaged       
                                               property fails to provide adequate security for the  
                                               mortgage loan and the available credit enhancement is
                                               insufficient to cover the loss, you will incur a loss
                                               on your investment.                                  

There are risks relating to alternatives to    Certain mortgage loans are or may become delinquent  
foreclosure.                                   after the closing date. A servicer may either        
                                               foreclose on a delinquent mortgage loan or, under    
                                               certain circumstances, work out an agreement with the
                                               related mortgagor, which may involve waiving or      
                                               modifying any term of the mortgage loan or charge off
                                               the mortgage loan. If a servicer extends the payment 
                                               period or accepts a lesser amount than stated in the 
                                               mortgage note in satisfaction of the mortgage note or
                                               charges off the mortgage loan, your yield may be     
                                               reduced.                                             

To the extent applicable, losses on the        To the extent applicable, with respect to some series
mortgage loans in one asset group related to   and any group of subordinate securities, the         
a group of subordinate securities may reduce   applicable coverage for special hazard losses, fraud 
the yield on certain senior securities         losses and bankruptcy losses covers all of the       
related to one or more other asset groups      mortgage loans in each asset group related to that   
related to that group of subordinate           group of subordinate securities. Therefore, if       
securities.                                    mortgage loans in any of such asset groups suffer a  
                                               high level of these types of losses, it will reduce  
                                               the available coverage for all                       

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                                               of the senior securities related to each of such       
                                               asset groups and certain classes of such group of      
                                               subordinate securities. Investors should be aware      
                                               that after the applicable coverage amounts have been   
                                               exhausted, if a mortgage loan in any of such asset     
                                               groups suffers these types of losses, all of the       
                                               senior securities related to such asset groups will,   
                                               and certain principal only securities related to such  
                                               asset groups may be allocated a portion of that loss.  

                                               Because each group of subordinate securities           
                                               represents interests in the mortgage loans in each     
                                               asset group related to such group of subordinate       
                                               securities, the class principal balances of these      
                                               classes of securities could be reduced to zero as a    
                                               result of realized losses on the mortgage loans in     
                                               any of such asset groups. Therefore, the allocation    
                                               of realized losses on the mortgage loans in each       
                                               asset group related to such group of subordinate       
                                               securities will reduce the subordination provided by   
                                               those classes of securities to all of the senior       
                                               securities related to such asset groups and certain    
                                               classes of such group of subordinate securities,       
                                               including the senior securities related to the asset   
                                               group that did not suffer any losses. This will        
                                               increase the likelihood that future realized losses    
                                               may be allocated to senior securities related to the   
                                               asset group that did not suffer those previous         
                                               losses.                                                

Credit enhancements may be limited or reduced  The prospectus supplement related to your securities   
and this may cause your securities to bear     may specify that credit enhancements will provide      
more risk of mortgagor defaults.               some protection to cover various losses on the         
                                               underlying mortgage loans. The forms of credit         
                                               enhancement include (but are not limited to) the       
                                               following: subordination of one or more classes of     
                                               securities to other classes of securities in the same  
                                               series evidencing beneficial ownership in the same     
                                               pool of collateral or different pools; having assets   
                                               in the trust with a greater amount of aggregate        
                                               principal balance than the aggregate principal         
                                               balance of the securities in a series; an insurance    
                                               policy on a particular class of securities; a letter   
                                               of credit; a mortgage pool insurance policy; a         
                                               reserve fund; or any combination of the above. See     
                                               'Credit Support' in this prospectus. See also 'Credit  
                                               Enhancement' in the prospectus supplement in order to  
                                               see what forms of credit enhancements apply to your    
                                               securities.                                            

                                               Regardless of the form of credit enhancement, an       
                                               investor should be aware that:                         

                                               o  The amount of coverage is usually limited;          

                                               o  The amount of coverage will usually be reduced      
                                                  over time according to a schedule or formula;       

                                               o  The particular forms of credit enhancement may      
                                                  provide coverage only to some types of losses on the
                                                  mortgage loans, and not to other types of losses;   

                                               o  The particular forms of credit enhancement may      
                                                  provide coverage only to some securities and not    
                                                  other securities of the same series; and            

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                                               o  If the applicable rating agencies believe that the
                                                  rating on the securities will not be adversely    
                                                  affected, some types of credit enhancement may be 
                                                  reduced or terminated.                            

If you hold auction securities, when those     For certain series, certain securities may be        
securities are transferred on the auction      offered, referred to in this prospectus as auction   
distribution date, you may not receive par     securities, which will be transferred to third-party 
for those securities if the money available    investors on a certain distribution date, referred to
under the auction and the swap agreement is    in this prospectus as the auction distribution date. 
insufficient                                   If you purchase an auction security, your investment 
                                               in that security will end on the related auction     
                                               distribution date.                                   

                                               If the outstanding principal balance of any class of 
                                               auction securities, after application of principal   
                                               distributions and realized losses on the related     
                                               auction distribution date, is greater than the amount
                                               received in the auction, a swap counterparty,        
                                               pursuant to a swap agreement, will be obligated to   
                                               pay the amount of that excess to the auction         
                                               administrator for distribution to the holders of the 
                                               auction securities. If all or a portion of a class of
                                               auction securities is not sold in the auction, the   
                                               auction price for such unsold securities will be     
                                               deemed to be zero and the swap counterparty will pay 
                                               the auction administrator the entire outstanding     
                                               principal balance of the unsold securities, after    
                                               application of principal distributions and realized  
                                               losses on the related auction distribution date. If  
                                               the swap counterparty defaults on its obligations    
                                               under the swap agreement, you may receive an amount  
                                               less than the outstanding principal balance of your  
                                               auction security, after application of principal     
                                               distributions and realized losses on the auction     
                                               distribution date. In addition, if the swap          
                                               counterparty defaults and if not all of a class of   
                                               securities is purchased by third-party investors in  
                                               the auction, then your auction security (or part of  
                                               your auction security) will not be transferred, in   
                                               which case you will not receive any proceeds from the
                                               auction and you will retain your auction security (or
                                               part of your auction security).                      

The ratings of your securities may be lowered  Any class of securities offered under this prospectus
or withdrawn, and do not take into account     and the accompanying prospectus supplement will be   
risks other than credit risks which you will   rated in one of the four highest rating categories of
bear.                                          at least one nationally recognized rating agency. 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 securities or the suitability of the    
                                               securities for any particular investor. If the       
                                               performance of the related mortgage loans is         
                                               substantially worse than assumed by the rating       
                                               agencies, the ratings of any class of the            
                                               certificates may be lowered in the future. This      

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                                               would probably reduce the value of those             
                                               certificates. None of the depositor, the servicers,  
                                               the master servicer, the special servicer, the       
                                               seller, the trustee, the trust administrator, the    
                                               underwriter or any other entity will have any        
                                               obligation to supplement any credit enhancement, or  
                                               to take any other action to maintain any rating of   
                                               the certificates.                                    

                                               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, 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 on an actuarial   
                                               analysis of the behavior of similar loans in a larger
                                               group. That analysis is often the basis on 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 a particular pool of mortgage      
                                               loans.                                               

Your yield may be reduced due to the optional  The master servicer or another entity specified in   
redemption of the securities or the options    the related prospectus supplement may elect to       
repurchase of underlying mortgage loans.       repurchase all of the assets of the trust if the     
                                               aggregate outstanding principal balance of those     
                                               assets is less than a percentage of their initial    
                                               outstanding principal amount specified in the        
                                               prospectus supplement. This kind of event will       
                                               subject the trust related to your securities to early
                                               retirement and would affect the average life and     
                                               yield of each class of securities in those series.   
                                               See 'Yield, Prepayment and Maturity Considerations'  
                                               in this prospectus and in the accompanying prospectus
                                               supplement.                                          

Violation of various federal and state laws    Applicable state laws generally regulate interest    
may result in losses on the mortgage loans     rates and other charges, require certain disclosures,
                                               and require licensing of mortgage loan originators.  
                                               In addition, other state laws, public policy and     
                                               general principles of equity relating to the         
                                               protection of consumers, unfair and deceptive        
                                               practices and debt collection practices may apply to 
                                               the origination, servicing and collection of the     
                                               mortgage loans.                                      

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

                                               o  the Federal Truth-in-Lending Act and Regulation Z 
                                                  promulgated thereunder, which require certain     
                                                  disclosures                                       

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                                              o  to the borrowers regarding the terms of the       
                                                 mortgage loans;                                   

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

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

                                              Violations of certain provisions of these state and  
                                              federal laws may limit the ability of the related    
                                              servicer to collect all or part of the principal of  
                                              or interest on the mortgage loans and in addition    
                                              could subject the trust to damages, including        
                                              monetary penalties, and administrative enforcement.  
                                              In particular, an originator's failure to comply with
                                              certain requirements of the Federal Truth-in-Lending 
                                              Act, as implemented by Regulation Z, could subject   
                                              the related trust to monetary penalties, and result  
                                              in the related obligors' rescinding the mortgage     
                                              loans against that trust.                            

                                              The seller will represent that any and all           
                                              requirements of any federal and state law (including 
                                              applicable predatory and abusive lending laws)       
                                              applicable to the origination of each mortgage loan  
                                              sold by it have been complied with. In the event of a
                                              breach of that representation, the seller will be    
                                              obligated to cure such breach or repurchase or       
                                              replace the affected mortgage loan in the manner     
                                              described in this prospectus.                        

                                              Given that the mortgage lending and servicing        
                                              business involves compliance with numerous local,    
                                              state and federal lending laws, lenders and          
                                              servicers, including the originators and the         
                                              servicers of the mortgage loans, are subject to      
                                              numerous claims, legal actions (including class      
                                              action lawsuits), investigations, subpoenas and      
                                              inquiries in the ordinary course of business. It is  
                                              impossible to determine the outcome of any such      
                                              actions, investigations or inquiries and the         
                                              resultant legal and financial liability with respect 
                                              thereto. If any finding were to have a material      
                                              adverse effect on the financial condition or results 
                                              of an originator or on the validity of the mortgage  
                                              loans, losses on the securities could result.        

You may have to hold your offered securities  A secondary market for the offered securities may not
to their maturity because of difficulty in    develop. Even if a secondary market does develop, it 
reselling the offered securities.             may not continue or it may be illiquid. Neither the  
                                              underwriter nor any other person will have any       
                                              obligation to make a secondary market in your        
                                              securities. Illiquidity means an investor may not be 
                                              able to find a buyer to buy its securities readily or
                                              at prices that will enable the investor to realize a 
                                              desired yield. Illiquidity can have a severe adverse 
                                              effect on the market value of the offered securities.
                                              Any class of offered securities may experience       
                                              illiquidity, although                                

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                                               generally illiquidity is more likely for classes that
                                               are especially sensitive to prepayment, credit or    
                                               interest rate risk, or that have been structured to  
                                               meet the investment requirements of limited          
                                               categories of investors.                             

The absence of physical securities may cause   The offered securities, other than certain classes of
delays in payments and cause difficulty in     residual securities, will not be issued in physical  
pledging or selling the offered securities.    form. Securityholders will be able to transfer       
                                               securities, other than such residual securities, only
                                               through The Depository Trust Company (referred to in 
                                               this prospectus as DTC), participating organizations,
                                               indirect participants and certain banks. The ability 
                                               to pledge a security to a person that does not       
                                               participate in DTC may be limited because of the     
                                               absence of a physical security. In addition,         
                                               securityholders may experience some delay in         
                                               receiving distributions on these securities because  
                                               the trustee or trust administrator, as applicable,   
                                               will not send distributions directly to them.        
                                               Instead, the trustee or trust administrator, as      
                                               applicable, will send all distributions to DTC, which
                                               will then credit those distributions to the          
                                               participating organizations. Those organizations will
                                               in turn credit accounts securityholders have either  
                                               directly or indirectly through indirect participants.

The yield to maturity on your securities will  The yield to maturity on each class of offered       
depend on various factors, including the rate  securities will depend on a variety of factors,      
of prepayments.                                including:                                           

                                               o  the rate and timing of principal payments on the  
                                                  related mortgage loans (including prepayments,    
                                                  defaults and liquidations, and repurchases due    
                                                  to breaches of representations or warranties);    

                                               o  the pass-through rate for that class;             

                                               o  with respect to any class of securities that      
                                                  receives payments under a yield maintenance       
                                                  agreement, whether the required payments are      
                                                  made under the yield maintenance agreement and    
                                                  are sufficient;                                   

                                               o  interest shortfalls due to mortgagor prepayments  
                                                  on the related mortgage loans;                    

                                               o  whether losses on the mortgage loans are covered  
                                                  by credit enhancements;                           

                                               o  rapid prepayment of the mortgage loans may        
                                                  result in a reduction of excess spread which      
                                                  will make it difficult to create or maintain      
                                                  overcollateralization, if applicable;             

                                               o  repurchases of mortgage loans as a result of      
                                                  defective documentation and breaches of           
                                                  representations and warranties;                   

                                               o  whether an optional termination or an auction     
                                                  sale of the related loan group or loan groups     
                                                  occurs; and                                       

                                               o  the purchase price of that class.                 

                                               The rate of prepayments is one of the most important 
                                               and least predictable of these factors.              

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                                               In general, if a class of securities is purchased at 
                                               a price higher than its outstanding principal balance
                                               and principal distributions on that class occur      
                                               faster than assumed at the time of purchase, the     
                                               yield will be lower than anticipated. Conversely, if 
                                               a class of securities is purchased at a price lower  
                                               than its outstanding principal balance and principal 
                                               distributions on that class occur more slowly than   
                                               assumed at the time of purchase, the yield will be   
                                               lower than anticipated.                              

The rate of prepayments on the mortgage loans  Since mortgagors can generally prepay their mortgage 
will be affected by various factors.           loans at any time, the rate and timing of principal  
                                               distributions on the offered securities are highly   
                                               uncertain. Generally, when market interest rates     
                                               increase, borrowers are less likely to prepay their  
                                               mortgage loans. Such reduced prepayments could result
                                               in a slower return of principal to holders of the    
                                               offered securities at a time when they may be able to
                                               reinvest such funds at a higher rate of interest than
                                               the pass-through rate on their class of securities.  
                                               Conversely, when market interest rates decrease,     
                                               borrowers are generally more likely to prepay their  
                                               mortgage loans. Such increased prepayments could     
                                               result in a faster return of principal to holders of 
                                               the offered securities at a time when they may not be
                                               able to reinvest such funds at an interest rate as   
                                               high as the pass-through rate on their class of      
                                               securities.                                          

                                               Some of the mortgage loan in a trust may be          
                                               adjustable rate mortgage loans, in which case, the   
                                               mortgage loans generally adjust after a one year, two
                                               year, three year, five year or seven year initial    
                                               fixed rate period. We are not aware of any publicly  
                                               available statistics that set forth principal        
                                               prepayment experience or prepayment forecasts of     
                                               mortgage loans of the type included in the trust over
                                               an extended period of time, and the experience with  
                                               respect to the mortgage loans included in the trust  
                                               is insufficient to draw any conclusions with respect 
                                               to the expected prepayment rates on such mortgage    
                                               loans. As is the case with conventional fixed rate   
                                               mortgage loans, adjustable rate mortgage loans may be
                                               subject to a greater rate of principal prepayments in
                                               a declining interest rate environment. For example,  
                                               if prevailing mortgage interest rates fall           
                                               significantly, adjustable rate mortgage loans with an
                                               initial fixed rate period could be subject to higher 
                                               prepayment rates either before or after the interest 
                                               rate on the mortgage loan begins to adjust than if   
                                               prevailing mortgage interest rates remain constant   
                                               because the availability of fixed rate mortgage loans
                                               at competitive interest rates may encourage          
                                               mortgagors to refinance their mortgage loans to 'lock
                                               in' lower fixed interest rates. The features of      
                                               adjustable rate mortgage loan programs during the    
                                               past years have varied significantly in response to  
                                               market conditions including the interest rate        
                                               environment, consumer demand, regulatory restrictions
                                               and other factors. The lack of uniformity of the     
                                               terms and provisions of such adjustable rate mortgage
                                               loan programs have made it impracticable to compile  
                                               meaningful comparative data on prepayment rates and, 
                                               accordingly, we cannot assure you as to the rate of  

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                                              prepayments on the mortgage loans in stable or       
                                              changing interest rate environments.                 

                                              Refinancing programs, which may involve soliciting   
                                              all or some of the mortgagors to refinance their     
                                              mortgage loans, may increase the rate of prepayments 
                                              on the mortgage loans. These refinancing programs may
                                              be offered by an originator, the servicers, the      
                                              master servicer, any sub-servicer or their affiliates
                                              and may include streamlined documentation programs.  

                                              Certain mortgage loans in each asset group may       
                                              provide for payment by the mortgagor of a prepayment 
                                              premium in connection with certain full or partial   
                                              prepayments of principal. Generally, each such       
                                              mortgage loan provides for payment of a prepayment   
                                              premium in connection with certain voluntary, full or
                                              partial prepayments made within the period of time   
                                              specified in the related mortgage note, generally    
                                              ranging from six months to five years from the date  
                                              of origination of such mortgage loan. The amount of  
                                              the applicable prepayment premium, to the extent     
                                              permitted under applicable law, is as provided in the
                                              related mortgage note; generally, such amount is     
                                              equal to six months' interest on any amounts prepaid 
                                              during any 12-month period in excess of 20% of the   
                                              original principal balance of the related mortgage   
                                              loan or a specified percentage of the amounts        
                                              prepaid. Such prepayment premiums may discourage     
                                              mortgagors from prepaying their mortgage loans during
                                              the penalty period and, accordingly, affect the rate 
                                              of prepayment of such mortgage loans even in a       
                                              declining interest rate environment. All prepayment  
                                              premiums will either be retained by the related      
                                              servicer, or in some instances, be paid to the holder
                                              of a class of non-offered securities, if applicable, 
                                              and in either case, will not be available for        
                                              distribution to the offered securities.              

                                              The seller may be required to purchase mortgage loans
                                              from the trust in the event certain breaches of      
                                              representations and warranties made by it have not   
                                              been cured. In addition, a special servicer may have 
                                              the option to purchase certain mortgage loans from   
                                              the trust that become ninety days or more delinquent.
                                              These purchases will have the same effect on the     
                                              holders of the offered securities as a prepayment of 
                                              the mortgage loans.                                  

The yield on your securities may also be      With respect to certain adjustable-rate mortgage     
affected by changes in the mortgage interest  loans, after an initial fixed-rate period, each      
rate, if applicable.                          mortgage loan provides for adjustments to the        
                                              interest rate generally every six months or twelve   
                                              months. The interest rate on each mortgage loan will 
                                              adjust to equal the sum of an index and a margin.    
                                              Interest rate adjustments may be subject to          
                                              limitations stated in the mortgage note with respect 
                                              to increases and decreases for any adjustment (i.e., 
                                              a 'periodic cap'). In addition, the interest rate may
                                              be subject to an overall maximum and minimum interest
                                              rate.                                                

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                                              With respect to certain of the variable rate offered 
                                              securities, if applicable, the pass-through rates may
                                              decrease, and may decrease significantly, after the  
                                              mortgage interest rates on the mortgage loans begin  
                                              to adjust as a result of, among other factors, the   
                                              dates of adjustment, the margins, changes in the     
                                              indices and any applicable periodic cap or lifetime  
                                              rate change limitations. Each adjustable-rate        
                                              mortgage loan has a maximum mortgage interest rate   
                                              and substantially all of the adjustable-rate mortgage
                                              loans have a minimum mortgage interest rate.         
                                              Generally, the minimum mortgage interest rate is the 
                                              applicable margin. In the event that, despite        
                                              prevailing market interest rates, the mortgage       
                                              interest rate on any mortgage loan cannot increase   
                                              due to a maximum mortgage interest rate limitation or
                                              a periodic cap, the yield on the securities could be 
                                              adversely affected.                                  

                                              Further, investment in the variable rate offered     
                                              securities, if applicable, involves the risk that the
                                              level of one-month LIBOR may change in a direction or
                                              at a rate that is different from the level of the    
                                              index used to determine the interest rates on the    
                                              related adjustable-rate mortgage loans. In addition, 
                                              because the mortgage rates on the adjustable-rate    
                                              mortgage loans adjust at different times and in      
                                              different amounts, there may be times when one-month 
                                              LIBOR plus the applicable margin could exceed the    
                                              applicable rate cap. This will have the effect of    
                                              reducing the pass-through rates on the related       
                                              securities, at least temporarily. This difference up 
                                              to certain limits described herein will be paid to   
                                              you on future distribution dates only to the extent  
                                              that there is sufficient cashflow as described in the
                                              prospectus supplement. No assurances can be given    
                                              that such additional funds will be available.        

Interest only mortgage loans have a greater   Certain of the mortgage loans may not provide for any
degree of risk of default.                    payments of principal (i) for a period generally     
                                              ranging from five to fifteen years following the date
                                              of origination or (ii) prior to their first          
                                              adjustment date. These mortgage loans may involve a  
                                              greater degree of risk because, if the related       
                                              mortgagor defaults, the outstanding principal balance
                                              of that mortgage loan will be higher than for an     
                                              amortizing mortgage loan.                            

Additional risk is associated with mezzanine  Investors in certain classes of securities, referred 
securities.                                   to in this prospectus as mezzanine securities, should
                                              be aware that, on any distribution date, certain     
                                              losses which would otherwise be allocated to one or  
                                              more other classes of securities, will be allocated  
                                              to the related class of mezzanine securities, until  
                                              its class principal balance is reduced to zero.      

An optional termination or, in some           With respect to each group of subordinate securities 
instances, an auction sale of the trust may   and any series, when the aggregate outstanding       
adversely affect the securities.              principal balance of the mortgage loans in the asset 
                                              groups related to such group of subordinate          
                                              securities is less than 10% of the aggregate         
                                              principal balance of those mortgage loans as of the  
                                              cut-off date for that series, the terminating entity,
                                              as provided in the related pooling and servicing     
                                              agreement or servicing                               

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                                               agreement, may purchase from the trust all of the    
                                               remaining mortgage loans in those asset groups.      

                                               If so specified in the related prospectus supplement,
                                               if the option to purchase the mortgage loans in each 
                                               asset group related to a group of subordinate        
                                               securities as described above is not exercised and   
                                               the aggregate outstanding principal balance of those 
                                               mortgage loans declines below 5% of the aggregate    
                                               principal balance of those mortgage loans as of the  
                                               cut-off date for that series, the related trustee or 
                                               trust administrator, as applicable, will conduct an  
                                               auction to sell those mortgage loans and the other   
                                               assets in the trust related to each asset group      
                                               related to such group of subordinate securities.     

                                               If the purchase option is exercised or a successful  
                                               auction occurs with respect to the remaining mortgage
                                               loans in the asset groups related to a group of      
                                               subordinate securities as described above, such      
                                               purchase of mortgage loans would cause an early      
                                               retirement or partial prepayment of the senior       
                                               securities and subordinate securities related to     
                                               those asset groups. If this happens, the purchase    
                                               price paid by the terminating entity or the auction  
                                               purchaser will be passed through to the related      
                                               securityholders. This would have the same effect as  
                                               if all of such remaining mortgagors made prepayments 
                                               in full. No assurance can be given that the purchase 
                                               price will be sufficient to pay your security in     
                                               full. Any class of securities purchased at a premium 
                                               could be adversely affected by an optional purchase  
                                               or auction sale of the related mortgage loans. See   
                                               'Maturity and Prepayment Considerations' in this     
                                               prospectus.                                          

If you own a special retail security, you may  Certain classes of securities that may be offered    
not receive a principal distribution on any    with respect to any series, referred to in this      
particular date principal distributions are    prospectus as special retail securities, are subject 
made on that class.                            to special rules regarding the procedures, practices 
                                               and limitations applicable to the distribution of    
                                               principal to the holders of these securities. Special
                                               retail securities may not be an appropriate          
                                               investment for you if you require a distribution of a
                                               particular amount of principal on a predetermined    
                                               date or an otherwise predictable stream of principal 
                                               distributions. If you purchase special retail        
                                               securities, we cannot give you any assurance that you
                                               will receive a distribution in reduction of principal
                                               on any particular distribution date.                 

Rapid prepayments on the mortgage loans in a   Payments to the holders of certain classes of        
loan group will reduce the yield on any        interest only securities that may be offered with    
related classes of interest-only securities.   respect to any series, referred to in this prospectus
                                               as ratio-stripped interest only securities, come only
                                               from interest payments on certain of the mortgage    
                                               loans in the related asset groups. These mortgage    
                                               loans are called premium rate mortgage loans because 
                                               in general they have the highest mortgage interest   
                                               rates in the loan group. In general, the higher the  
                                               mortgage interest rate is on a mortgage loan in a    
                                               loan group, the more interest the related class of   
                                               ratio-stripped interest only securities, if any,     
                                               receives from that mortgage loan. If mortgage        
                                               interest rates decline, these premium rate mortgage  

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                                               loans are more likely to be refinanced, and,         
                                               therefore, prepayments in full on these mortgage     
                                               loans are more likely to occur. If the related       
                                               mortgage loans prepay faster than expected or if the 
                                               related asset group or asset groups are terminated   
                                               earlier than expected, you may not fully recover your
                                               initial investment.                                  

                                               Certain classes of securities that may be offered    
                                               with respect to any series, referred to in this      
                                               prospectus as interest only securities, receive only 
                                               distributions of interest. Distributions to the      
                                               holders of any class of interest only securities are 
                                               based on its related notional amount, calculated as  
                                               described in the related prospectus supplement. You  
                                               should fully consider the risks associated with an   
                                               investment in any class of interest-only securities. 
                                               If the mortgage loans in the related asset group     
                                               prepay faster than expected or if the related asset  
                                               group is terminated earlier than expected, you may   
                                               not fully recover your initial investment.           

Slower prepayments on the mortgage loans will  Payments to the holders of certain principal only    
reduce the yield on any related class of       securities that may be offered with respect to any   
principal-only securities.                     series, referred to in this prospectus as            
                                               ratio-stripped principal only securities, come only  
                                               from principal payments on the discount mortgage     
                                               loans in the related asset group or asset groups.    
                                               These discount mortgage loans are the mortgage loans 
                                               in each of such asset groups with net mortgage rates 
                                               less than a certain percentage for each asset group, 
                                               referred to in this prospectus and the related       
                                               prospectus supplement as the required coupon. In     
                                               general, the lower the net mortgage rate is on a     
                                               mortgage loan, the more principal the related class  
                                               of ratio-stripped principal only securities receive  
                                               from that mortgage loan. Because holders of the      
                                               ratio-stripped principal only securities receive only
                                               distributions of principal, they will be adversely   
                                               affected by slower than expected prepayments on the  
                                               related mortgage loans. If you are investing in a    
                                               class of ratio-stripped principal only securities,   
                                               you should consider that since the discount mortgage 
                                               loans have lower net mortgage rates, they are likely 
                                               to have a slower prepayment rate than other mortgage 
                                               loans.                                               

                                               Certain classes of securities that may be offered    
                                               with respect to any series of securities, referred to
                                               in this prospectus as principal only securities,     
                                               receive only distributions of principal. You should  
                                               fully consider the risks associated with an          
                                               investment in any class of principal only securities.
                                               If the mortgage loans in the related asset group     
                                               prepay slower than expected, your yield will be      
                                               adversely affected.                                  

Any yield maintained securities may not        The mortgage loans in the asset group related to any 
receive amounts expected from the related      class of yield maintained securities may not generate
yield maintenance agreement.                   enough interest to pay the full pass-through rate on 
                                               that class on certain distribution dates and interest
                                               distributions on those distribution dates will be    
                                               made in part from payments under the related yield   
                                               maintenance agreement. Payments under the related    
                                               yield maintenance agreement for any distribution date
                                               will be based on a notional amount (as set forth in  
                                               an annex to the related prospectus supplement), which
                                               will decrease                                        

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                                               during the life of that yield maintenance agreement. 
                                               The notional amounts specified in the annex were     
                                               derived by assuming a certain rate of payment on the 
                                               mortgage loans in the related asset group (which will
                                               be described in the related prospectus supplement).  
                                               The actual rate of payment on those mortgage loans is
                                               likely to differ from the rate assumed. If           
                                               prepayments on those mortgage loans occur at a rate  
                                               slower than the rate used in determining the notional
                                               amounts specified in the related annex, the class    
                                               principal balance of the class of yield maintained   
                                               securities may be greater than such notional amount  
                                               for a distribution date. For any class of yield      
                                               maintained securities and any distribution date on   
                                               which the notional amount is lower than the actual   
                                               class principal balance of that class of securities, 
                                               the amount paid by the related cap counterparty under
                                               the related yield maintenance agreement will not be  
                                               enough to pay the full amount of interest due for    
                                               such distribution date, adversely affecting the yield
                                               on those securities.                                 

Certain classes of securities that may be      Certain classes of securities that may be offered    
offered with respect to any series will be     with respect to any series, referred to in this      
sensitive to changes in LIBOR.                 prospectus as floating rate securities, will receive 
                                               interest at a rate which varies directly with the    
                                               rate of LIBOR subject, in each case, to a certain    
                                               minimum pass-through rate and a certain maximum pass-
                                               through rate. Accordingly, these securities will be  
                                               sensitive to changes in the rate of LIBOR.           

Certain classes of certificates that may be    Certain classes of securities that may be offered    
offered with respect to any series will be     with respect to any series, referred to in this      
very sensitive to increases in the level of    prospectus as inverse floating rate securities, will 
LIBOR.                                         receive interest at a rate which varies inversely    
                                               with the rate of LIBOR to a certain minimum pass-    
                                               though rate and a certain maximum pass-through rate. 
                                               Accordingly, the yield to maturity on these          
                                               securities will be extremely sensitive to changes in 
                                               the rate of LIBOR.                                   

With respect to certain classes of securities  Certain classes of securities that may be offered    
that may be offered with respect to any        with respect to any series, referred to in this      
series, referred to in this prospectus as PAC  prospectus as planned amortization classes or PAC    
securities, although principal payments to     securities, will generally be less affected by the   
the PAC securities generally follow a          rate of principal prepayments than other related     
schedule, the rate of prepayments on the       classes of senior securities. This is because on each
related mortgage loans may still affect        distribution date, each class of PAC securities will 
distributions to these securities.             receive principal distributions according to a       
                                               schedule set forth in an annex to the related        
                                               prospectus supplement. The schedule for each class of
                                               PAC securities assumes that the rate of prepayments  
                                               on the mortgage loans in the related asset group     
                                               remains at a constant rate between a range set forth 
                                               in the related prospectus supplement. However, there 
                                               is no guarantee that the rate of prepayments on the  
                                               mortgage loans in the related asset group will remain
                                               at a constant rate between those levels. If the      
                                               mortgage loans in the related asset group prepay at a
                                               rate faster or slower than the related schedule      
                                               allows for, or do not prepay at a constant rate      
                                               between these levels, distributions of principal may 
                                               no longer be made according to such schedule.        
                                               Moreover, once certain classes of securities set     
                                               forth in the related prospectus supplement have been 
                                               paid in full, the PAC securities will                

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                                               become very sensitive to the rate of prepayments and 
                                               may no longer be paid according to their schedule.   

With respect to certain classes of securities  Certain classes of securities that may be offered    
that may be offered with respect to any        with respect to any series, referred to in this      
series, referred to in this prospectus as TAC  prospectus as targeted amortization classes or PAC   
securities, although principal payments to     securities, will generally be less affected by the   
the TAC securities generally follow a          rate of principal prepayments than other related     
schedule, the rate of prepayments on the       classes of senior securities. This is because on each
related mortgage loans may still affect        distribution date, each class of PAC securities will 
distributions to these securities.             receive principal distributions according to a       
                                               schedule set forth in an annex to the related        
                                               prospectus supplement. The schedule for each class of
                                               PAC securities assumes that the rate of prepayments  
                                               on the mortgage loans in the related asset group     
                                               remains at a constant rate set forth in the related  
                                               prospectus supplement. However, it is very unlikely  
                                               that the rate of prepayments on the mortgage loans in
                                               the related asset group will remain constant at that 
                                               level. If the mortgage loans in the related asset    
                                               group prepay at a rate faster or slower than the     
                                               related schedule allows for, or do not prepay at a   
                                               constant rate between these levels, distributions of 
                                               principal may no longer be made according to such    
                                               schedule. Moreover, once certain classes of          
                                               securities set forth in the related prospectus       
                                               supplement have been paid in full, the PAC securities
                                               will become very sensitive to the rate of prepayments
                                               and may no longer be paid according to their         
                                               schedule.                                            

Certain classes of securities that may be      Certain classes of securities that may be offered    
offered with respect to any series, referred   with respect to any series, referred to in this      
to in this prospectus as support securities,   prospectus as support securities, will be especially 
will be very sensitive to the rate of          sensitive to the rate of prepayments on the mortgage 
prepayments on the related mortgage loans and  loans in the related asset group. The support        
may not receive distributions of principal     securities will act as a prepayment cushion for      
for a long time.                               certain classes of PAC and/or TAC securities,        
                                               absorbing excess principal prepayments. On each      
                                               distribution date, each class of support securities  
                                               receive principal only if the related PAC and/or TAC 
                                               securities have been paid according to schedule. If  
                                               the rate of prepayments on the mortgage loans in the 
                                               related asset group is slow enough so that the TAC   
                                               and/or PAC securities are not paid according to their
                                               aggregate schedule, then the support securities will 
                                               not receive any distribution of principal on that    
                                               distribution date. However, if the rate of           
                                               prepayments is high enough so that the TAC and PAC   
                                               securities have been paid according to their         
                                               schedule, then all or certain of the classes of      
                                               support securities will receive all of the remaining 
                                               principal otherwise available for distribution to the
                                               TAC and PAC securities in accordance with the        
                                               priority of payment rules set forth in the related   
                                               prospectus supplement. This may cause wide variations
                                               in the amount of principal the support securities    
                                               will receive on each distribution date. Certain      
                                               classes of support securities may be more stable than
                                               other classes of support securities if they are also 
                                               TAC or PAC securities.                               

Potential inadequacy of credit enhancement.    The subordination and other credit enhancement       
                                               features described in this prospectus are intended to
                                               enhance the likelihood that the classes of securities
                                               will receive regular                                 

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                                               payments of interest and principal, but such credit  
                                               enhancements are limited in nature and may be        
                                               insufficient to cover all losses on the mortgage     
                                               loans.                                               

                                               None of the depositor, the master servicer, the      
                                               servicers, the special servicer, the seller, the     
                                               trustee, the trust administrator, the underwriter or 
                                               any other entity will have any obligation to         
                                               supplement any credit enhancement.                   

To the extent applicable, certain factors may  In some instances, in order to create                
limit the amount of excess interest on the     overcollateralization, it will be necessary that     
mortgage loans reducing                        certain of the mortgage loans generate more interest 
overcollateralization.                         than is needed to pay interest on the related        
                                               securities and the related fees and expenses of the  
                                               trust. In such scenario, we expect that such mortgage
                                               loans will generate more interest than is needed to  
                                               pay those amounts, at least during certain periods,  
                                               because the weighted average mortgage rate on the    
                                               those mortgage loans is higher than the net WAC rate 
                                               on the related securities. We cannot assure you,     
                                               however, that enough excess interest will be         
                                               generated to reach the rating agencies' targeted     
                                               overcollateralization level. The following factors   
                                               will affect the amount of excess interest that such  
                                               mortgage loans will generate:                        

                                               Prepayments. Each time one of such mortgage loan is  
                                               prepaid, total excess interest after the date of     
                                               prepayment will be reduced because that mortgage loan
                                               will no longer be outstanding and generating         
                                               interest. Prepayment of a disproportionately high    
                                               number of such mortgage loans with high mortgage     
                                               rates would have a greater adverse effect on future  
                                               excess interest.                                     

                                               Defaults. The actual rate of defaults on such        
                                               mortgage loans may be higher than expected. Defaulted
                                               mortgage loans may be liquidated, and liquidated     
                                               mortgage loans will no longer be outstanding and     
                                               generating interest.                                 

                                               Level of One-Month LIBOR. If one-month LIBOR         
                                               increases, more money will be needed to distribute   
                                               interest to the holders of the related securities, so
                                               less money will be available as excess interest.     

Holding subordinate securities creates         In some instances, the protections afforded the      
additional risks.                              senior securities in any transaction create risks for
                                               the related subordinate securities. Prior to any     
                                               purchase of these types of subordinate securities,   
                                               consider the following factors that may adversely    
                                               impact your yield:                                   

                                               o  Because the subordinate securities receive        
                                                  interest and principal distributions after the    
                                                  related senior securities receive such            
                                                  distributions, there is a greater likelihood      
                                                  that the subordinate securities will not receive  
                                                  the distributions to which they are entitled on   
                                                  any distribution date.                            

                                               o  With respect to certain series, the subordinate   
                                                  securities will not be entitled to a              
                                                  proportionate share of principal prepayments on   
                                                  the related mortgage loans until the beginning    
                                                  of the tenth and in some cases, twelfth, year     
                                                  after the closing date.                           

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                                            o  If certain losses on the related mortgage loans   
                                               exceed stated levels, a portion of the principal  
                                               distribution payable to classes of subordinate    
                                               securities with higher alphanumerical class       
                                               designations will be paid to the related classes  
                                               of subordinate securities with lower              
                                               alphanumerical class designations.                

                                            o  If a related servicer or the master servicer      
                                               determines not to advance a delinquent payment    
                                               on a mortgage loan because such amount is not     
                                               recoverable from a mortgagor, there may be a      
                                               shortfall in distributions on the securities      
                                               which will impact the related subordinate         
                                               securities.                                       

                                            o  Losses on the mortgage loans will generally be    
                                               allocated to the related subordinate securities   
                                               in reverse order of their priority of payment. A  
                                               loss allocation results in a reduction of a       
                                               security balance without a corresponding          
                                               distribution of cash to the holder. A lower       
                                               security balance will result in less interest     
                                               accruing on the security.                         

                                            o  Certain of the subordinate securities may not be  
                                               expected to receive principal distributions       
                                               until, at the earliest, the distribution date     
                                               occurring in the thirty-six month after the       
                                               related closing date, unless the class principal  
                                               balances of certain senior securities have been   
                                               reduced to zero prior to such date.               

                                            o  In some instances, after extinguishing all other  
                                               credit enhancement available to a group, losses   
                                               on the mortgage loans will be allocated to the    
                                               related subordinate securities in reverse order   
                                               of their priority of payment. A loss allocation   
                                               results in a reduction of a class principal       
                                               balance without a corresponding distribution of   
                                               cash to the holder. A lower class principal       
                                               balance will result in less interest accruing on  
                                               the security.                                     

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

If servicing is transferred, delinquencies  In certain circumstances, the entity specified in the
may increase.                               pooling and servicing agreement or servicing         
                                            agreement and its transferee or assigns may request  
                                            that that certain servicers or the master servicer,  
                                            subject to certain conditions specified in the       
                                            related pooling and servicing agreement or servicing 
                                            agreement, resign and appoint a successor servicer or
                                            master servicer, as applicable. If this happens, a   
                                            transfer of servicing will occur that may result in a
                                            temporary increase in the delinquencies on the       
                                            transferred mortgage loans, which in turn may result 
                                            in delays in distributions on the offered securities 
                                            and/or losses on the offered securities.             

                                            Any servicing transfer will involve notifying        
                                            mortgagors to remit payments to the new servicer,    
                                            transferring physical possession of the loan files   
                                            and records to the new servicer and entering loan and
                                            mortgagor data on the management                     

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                                               information systems of the new servicer, and such    
                                               transfers could result in misdirected notices,       
                                               misapplied payments, data input errors and other     
                                               problems. Servicing transfers may result in a        
                                               temporary increase in delinquencies, defaults and    
                                               losses on the mortgage loans. There can be no        
                                               assurance as to the severity or duration of any      
                                               increase in the rate of delinquencies, defaults or   
                                               losses due to transfers of servicing.                

The yield, market price, rating and liquidity  A trust may include one or more financial instruments
of your securities may be reduced if the       including interest rate or other swap agreements and 
provider of any financial instrument defaults  interest rate cap or floor agreements. These         
or is downgraded.                              financial instruments provide protection against some
                                               types of risks or provide specific cashflow          
                                               characteristics for one or more classes of a series. 
                                               The protection or benefit to be provided by any      
                                               specific financial instrument will be dependent on,  
                                               among other things, the credit strength of the       
                                               provider of that financial instrument. If that       
                                               provider were to be unable or unwilling to perform   
                                               its obligations under the financial instrument, the  
                                               securityholders of the applicable class or classes   
                                               would bear that credit risk. This could cause a      
                                               material adverse effect on the yield to maturity, the
                                               rating or the market price and liquidity for that    
                                               class. For example, suppose a financial instrument is
                                               designed to cover the risk that the interest rates on
                                               the mortgage assets that adjust based on one index   
                                               will be less than the interest rate payable on the   
                                               securities based on another index. If that financial 
                                               instrument does not perform, then the investors will 
                                               bear basis risk, or the risk that their yield will be
                                               reduced if the first index declines relative to the  
                                               second. Even if the provider of a financial          
                                               instrument performs its obligations under that       
                                               financial instrument, a withdrawal or reduction in a 
                                               credit rating assigned to that provider may adversely
                                               affect the rating or the market price and liquidity  
                                               of the applicable class or classes of securities.    

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The Trust Fund

   Ownership of the mortgage or contract pool included in the trust fund for a
series of certificates may be evidenced by one or more classes of certificates, 
which may consist of one or more subclasses, as described in the prospectus     
supplement for each series of certificates. Each certificate will evidence the  
undivided interest, beneficial interest or notional amount specified in the     
related prospectus supplement in a mortgage pool containing mortgage loans or a 
contract pool containing manufactured housing installment sales contracts or    
installment loan agreements, or contracts. If stated in the related prospectus  
supplement, each class or subclass of the certificates of a series will evidence
the percentage interest specified in the related prospectus supplement in the   
payments of principal and interest on the mortgage loans in the related mortgage
pool or on the contracts in the related contract pool.                          

   To the extent specified in the related prospectus supplement, each mortgage
pool or contract pool, with respect to a series will be covered by some form of 
credit enhancement. Types of credit enhancement that may be used include:       

(1) financial guaranty insurance policies or surety bonds;            

(2) letters of credit;                                                

(3) pool insurance policies;                                          

(4) special hazard insurance policies;                                

(5) mortgagor bankruptcy bonds;                                       

(6) the subordination of the rights of the holders of the subordinated
     certificates of a series to the rights of the holders of the senior
         certificates of that series, which, if stated in the related prospectus
 supplement, may include certificates of a subordinated class or
subclass;                                                     

(7) the establishment of a reserve fund;                              

  (8) by the right of one or more classes or subclasses of certificates to
receive a disproportionate amount of certain distributions of 
principal;                                                    

(9) overcollateralization;                                            

(10) interest rate swaps and yield supplement agreements;               

(11) performance bonds; or                                              

(12) by any combination of the foregoing.                               

See 'Description of Insurance' and 'Credit Support' in this prospectus.         

The Mortgage Pools                                                              

 General. If stated in the prospectus supplement with respect to a series,
the trust fund for that series may include:                                     

(1) one or more mortgage pools containing:                              

     o   conventional one- to four-family residential, first and/or second
           mortgage loans, which may include closed-end loans and/or revolving
        credit loans or certain balances forming a part of the revolving
credit loans,                                           

    o   Cooperative Loans made to finance the purchase of certain rights
           relating to cooperatively owned properties secured by the pledge of
          shares issued by a Cooperative and the assignment of a proprietary
            lease or occupancy agreement providing the exclusive right to occupy
a particular Cooperative Dwelling,                      

     o   mortgage loans secured by multifamily property, provided that the
         aggregate concentration by original principal balance of mortgage
         loans secured by commercial property in any mortgage pool will be
       less than 10% of the original principal balance of the mortgage
pool,                                                   

o   mortgage loans secured by commercial property,              

o   mortgage loans secured by Mixed-Use Property,               

o   mortgage loans secured by unimproved land,                  

o   participation interests in residential mortgage loans, or   

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   o   mortgage pass-through certificates issued by one or more trusts
established by one or more private entities;            

  (2) one or more contract pools containing manufactured housing conditional
sales contracts and installment loan agreements; or             

(3) any combination of the foregoing.                                   

The mortgage loans and contracts, will be newly originated or seasoned, and will
be purchased by the depositor, Credit Suisse First Boston Mortgage Securities   
Corp., either directly or through affiliates, from one or more affiliates or    
sellers unaffiliated with the depositor. Unless otherwise indicated, references 
to the term 'mortgage loans' or 'loans' includes closed-end loans and revolving 
credit loans. In connection with a series of securities backed by revolving     
credit loans, if the related prospectus supplement indicates that the pool      
consists of specified balances of the revolving credit loans, then the term     
revolving credit loans in this prospectus refers only to those balances.        

All mortgage loans will be evidenced by Mortgage Notes. Single family   
property will consist of one-to four-family residential dwelling units including
single family detached homes, attached homes, single family units having a      
common wall, individual units located in condominiums, and Cooperative Dwellings
and such other type of homes or units as are set forth in the related prospectus
supplement. Multi-family property may include multifamily residential rental    
properties and apartment buildings owned by cooperative housing corporations.   
Each detached or attached home or multifamily property will be constructed on   
land owned in fee simple by the mortgagor or on land leased by the mortgagor.   
Attached homes may consist of duplexes, triplexes and fourplexes (multifamily   
structures where each mortgagor owns the land upon which the unit is built with 
the remaining adjacent land owned in common). Multifamily property may include, 
and Mixed-Use Property will consist of, mixed commercial and residential        
buildings. The mortgaged properties may include investment properties and       
vacation and second homes. Commercial property will consist of income-producing 
commercial real estate. Mortgage loans secured by commercial property,          
multifamily property and Mixed-Use Property may also be secured by an assignment
of leases and rents and operating or other cash flow guarantees relating to the 
mortgaged properties to the extent specified in the related prospectus          
supplement.                                                                     

   If stated in the related prospectus supplement, a mortgage pool may contain
mortgage loans with adjustable mortgage rates. Any mortgage loan with an        
adjustable mortgage rate may provide that on the day on which the mortgage rate 
adjusts, the amount of the monthly payments on the mortgage loan will be        
adjusted to provide for the payment of the remaining principal amount of the    
mortgage loan with level monthly payments of principal and interest at the new  
mortgage rate to the maturity date of the mortgage loan. Alternatively, the     
mortgage loan may provide that the mortgage rate adjusts more frequently than   
the monthly payment. As a result, a greater or lesser portion of the monthly    
payment will be applied to the payment of principal on the mortgage loan, thus  
increasing or decreasing the rate at which the mortgage loan is repaid. See     
'Yield Considerations' in this prospectus. In the event that an adjustment to   
the mortgage rate causes the amount of interest accrued in any month to exceed  
the amount of the monthly payment on such mortgage loan, the excess or          
'deferred' interest will be added to the principal balance of the mortgage loan,
unless otherwise paid by the mortgagor, and will bear interest at the mortgage  
rate in effect from time to time. The amount by which the mortgage rate or      
monthly payment may increase or decrease and the aggregate amount of deferred   
interest on any mortgage loan may be subject to certain limitations, as         
described in the related prospectus supplement.                                 

   If stated in the prospectus supplement for the related series, the mortgage
rate on certain adjustable-rate mortgage loans will be convertible from an      
adjustable-rate to a fixed rate, at the option of the mortgagor under certain   
circumstances. If stated in the related prospectus supplement, the related      
pooling and servicing agreement will provide that the seller from which the     
depositor acquired the convertible adjustable-rate mortgage loans will be       
obligated to repurchase from the trust fund any adjustable-rate mortgage loan as
to which the conversion option has been exercised, at a purchase price set forth
in the related prospectus supplement. The amount of the purchase price will be  
required to be deposited in the Certificate Account and will be distributed to  
the certificateholders on the distribution date in the month following the month
of the exercise of the conversion option. The obligation of the related seller  
to repurchase converted adjustable-rate mortgage loans may or may not be        
supported by cash, letters of credit, insurance policies, third party guarantees
or other similar arrangements.                                                  

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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.                     

A mortgage pool may include VA Loans or FHA Loans. VA Loans will be     
partially guaranteed by the United States Department of Veteran's Affairs, or   
VA, under the Servicemen's Readjustment Act of 1944, as amended. The            
Servicemen's Readjustment Act of 1944, as amended, permits a veteran, or in     
certain instances the spouse of a veteran, to obtain a mortgage loan guarantee  
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 program has no mortgage
loan limits, requires no down payment from the purchasers and permits the       
guarantee of mortgage loans of up to 30 years' duration. However, no VA Loan    
will have an original principal amount greater than five times the partial VA   
guarantee for such VA Loan. The maximum guarantee that may be issued by VA under
this program is 50% of the principal amount of the mortgage loan if the         
principal amount of the mortgage loan is $45,000 or less, the lesser of $36,000 
and 40% of the principal amount of the mortgage loan if the principal amount of 
the mortgage loan is greater than $45,000 but less than or equal to $144,000,   
and the lesser of $46,000 and 25% of the principal amount of the mortgage loan  
if the principal amount of the mortgage loan is greater than $144,000.          

   FHA Loans will be insured by the Federal Housing Administration, or FHA, as
authorized under the National Housing Act, as amended, and the United States    
Housing Act of 1937, as amended. FHA Loans will be insured under various FHA    
programs including the standard FHA 203-b programs to finance the acquisition of
one-to four-family housing units, the FHA 245 graduated payment mortgage program
and the FHA 221 and 223 programs to finance certain multifamily residential     
rental properties. FHA Loans generally require a minimum down payment of        
approximately 5% of the original principal amount of the FHA Loan. No FHA Loan  
may have an interest rate or original principal amount exceeding the applicable 
FHA limits at the time of origination of such FHA Loan.                         

A mortgage pool may include mortgage loans made to borrowers that are   
corporations, limited liability partnerships or limited liability companies.    

   With respect to any trust fund that contains mortgage loans, the prospectus
supplement for the series of certificates related to that trust fund, will      
contain information as to the type of mortgage loans that will comprise the     
related mortgage pool. The related prospectus supplement will also contain      
information as to:                                                              

o   the aggregate principal balance of the mortgage loans as of the     
applicable Cut-off Date,                                        

o   the type of mortgaged properties securing the mortgage loans,       

o   the range of original terms to maturity of the mortgage loans,      

o   the range of principal balances and average principal balance of the
mortgage loans,                                                 

  o   the earliest origination date and latest maturity date of the mortgage
loans,                                                          

  o   the aggregate principal balance of mortgage loans having loan-to-value
ratios at origination exceeding 80%,                            

o   the interest rate or range of interest rates borne by the mortgage  
loans,                                                          

o   the geographical distribution of the mortgage loans,                

o   the aggregate principal balance of Buy-Down Loans or GPM Loans, if  
applicable,                                                     

o   the delinquency status of the mortgage loans as of the Cut-off Date,

 o   with respect to adjustable-rate mortgage loans, the adjustment dates,
       the highest, lowest and weighted average margin, the limitations on the
    adjustment of the interest rates on any adjustment date and over the
life of the loans,                                              

    o   for revolving credit loans, the aggregate credit limits and the range of
credit limits of the related credit line agreements; and        

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o   whether the mortgage loan provides for an interest only period and  
      whether the principal amount of that mortgage loan is fully amortizing
        or is amortized on the basis of a period of time that extends beyond the
maturity date of the mortgage loan.                             

The aggregate principal balance of the mortgage loans or contracts in a mortgage
pool or contract pool as stated in the related prospectus supplement is subject 
to a permitted variance of plus or minus 5%. In the event that mortgage loans   
are added to or deleted from the trust fund after the date of the related       
prospectus supplement but on or before the date of issuance of the securities if
any material pool characteristic differs by 5% or more from the description in  
the prospectus supplement, revised disclosure will be provided either in a      
supplement or in a Current Report on Form 8-K. The composition and              
characteristics of a pool that contains revolving credit loans may change from  
time to time as a result of any Draws made after the related cut-off date under 
the related credit line agreements. If trust assets are added to or deleted from
the trust after the date of the related prospectus supplement other than as a   
result of any Draws relating to the revolving credit loans, the addition or     
deletion will be noted in the Current Report on Form 8-K if the composition of  
the mortgage pool is effected thereby. Additions or deletions of this type, if  
any, will be made prior to the related closing date.                            

No assurance can be given that values of the mortgaged properties in a  
mortgage pool have remained or will remain at their levels on the dates of      
origination of the related mortgage loans. If the real estate market should     
experience an overall decline in property values such that the outstanding      
balances of the mortgage loans and any secondary financing on the mortgaged     
properties in a particular mortgage pool become equal to or greater than the    
value of the mortgaged properties, the actual rates of delinquencies,           
foreclosures and losses could be higher than those now generally experienced in 
the mortgage lending industry. In addition, the value of property securing      
Cooperative Loans and the delinquency rate with respect to Cooperative Loans    
could be adversely affected if the current favorable tax treatment of           
cooperative stockholders were to become less favorable. See 'Certain Legal      
Aspects of the Mortgage Loans and Contracts -- The Mortgage Loans' in this      
prospectus. To the extent that such losses are not covered by the methods of    
credit support or the insurance policies described in this prospectus, they will
be borne by holders of the certificates of the series evidencing interests in   
the related mortgage pool.                                                      

   The depositor will cause the mortgage loans constituting each mortgage pool
to be assigned to the trustee named in the applicable prospectus supplement, for
the benefit of the holders of the certificates of that series. The servicer, if 
any, named in the related prospectus supplement will service the mortgage loans,
either by itself or through other mortgage servicing institutions, if any, or a 
special servicer, if any, pursuant to a pooling and servicing agreement, as     
described in this prospectus, among the servicer, the special servicer, if any, 
the depositor and the trustee, or a separate servicing agreement between the    
servicer and the depositor and will receive a fee for those services. See       
' -- Mortgage Loan Program' and 'Description of the Certificates' in this       
prospectus. With respect to those mortgage loans serviced by a special servicer,
the special servicer will be required to service the related mortgage loans in  
accordance with a servicing agreement between the servicer and the special      
servicer, and will receive the fee for the services specified in the related    
agreement; however, the servicer will remain liable for its servicing           
obligations under the pooling and servicing agreement as if the servicer alone  
were servicing the related mortgage loans.                                      

  If stated in the applicable prospectus supplement, the depositor will make
certain limited representations and warranties regarding the mortgage loans, but
its assignment of the mortgage loans to the trustee will be without recourse.   
See 'Description of the Certificates -- Assignment of Mortgage Loans.' The      
seller of the Mortgage Loans will also make certain limited representations and 
warranties with respect to the Mortgage Loans. See ' -- Representations by      
Unaffiliated Sellers; Repurchases.' The servicer's obligations with respect to  
the mortgage loans will consist principally of its contractual servicing        
obligations under the related pooling and servicing agreement. This will include
its obligation to enforce certain purchase and other obligations of any special 
servicer, subservicers and/or sellers unaffiliated with the depositor, as more  
fully described in this prospectus under ' -- Mortgage Loan Program --          
Representations by Unaffiliated Sellers; Repurchases,' and 'Description of the  
Certificates -- Assignment of Mortgage Loans,' and its obligations to make      
Advances in the event of delinquencies in payments on or with respect to the    
mortgage loans or in connection with prepayments and liquidations of the        
mortgage loans, in amounts described in this prospectus under 'Description of   
the Certificates -- Advances.'                                                  

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Advances with respect to delinquencies will be limited to amounts that the      
servicer believes ultimately would be reimbursable under any applicable         
financial guaranty insurance policy or surety bond, letter of credit, pool      
insurance policy, special hazard insurance policy, mortgagor bankruptcy bond or 
other policy of insurance, from amounts in the related reserve fund, if any, or 
out of the proceeds of liquidation of the mortgage loans, cash in the           
Certificate Account or otherwise. See 'Description of the Certificates --       
Advances,' 'Credit Support' and 'Description of Insurance' in this prospectus.  

No series of certificates will be backed by a mortgage pool where       
substantially all of the mortgage loans are secured by multifamily properties,  
commercial properties or a combination of multifamily and commercial properties.
Mortgage loans secured by unimproved land will be treated as mortgage loans     
secured by commercial property for this purpose. Mixed-Use Property, where the  
residential use is insignificant, also will be treated as commercial property   
for this purpose.                                                               

  Each mortgage loan will be selected by the depositor or its affiliates for
inclusion in a mortgage pool from among those purchased by the depositor, either
directly or through its affiliates, from unaffiliated sellers or affiliated     
sellers. As to each series of securities, the mortgage loans will be selected   
for inclusion in the mortgage pool based on rating agency criteria, compliance  
with representations and warranties, and conformity to criteria relating to the 
characterization of securities for tax, ERISA, SMMEA, Form S-3 eligibility and  
other legal purposes. If a mortgage pool is composed of mortgage loans acquired 
by the depositor directly from unaffiliated sellers, the related prospectus     
supplement will specify the extent of mortgage loans so acquired. The           
characteristics of the mortgage loans will be as described in the related       
prospectus supplement. Other mortgage loans available for purchase by the       
depositor may have characteristics which would make them eligible for inclusion 
in a mortgage pool but were not selected for inclusion in the mortgage pool.    

Single Family Mortgage Loans. The applicable prospectus supplement will 
specify the types of mortgaged properties securing single family mortgage loans,
the original principal balances of the single family mortgage loans, the        
original maturities of such mortgage loans and the loan-to-value ratios of such 
mortgage loans. Single family mortgage loans may be fully-amortizing mortgage   
loans or balloon mortgage loans. If stated in the related prospectus supplement,
a mortgage pool may also include adjustable-rate mortgage loans with a mortgage 
interest rate adjusted periodically, with corresponding adjustments in the      
amount of monthly payments, to equal the sum, which may be rounded, of a fixed  
margin and an index described in that prospectus supplement, subject to any     
applicable restrictions on those adjustments. The mortgage pools may also       
include other types of single family mortgage loans to the extent set forth in  
the applicable prospectus supplement.                                           

    If provided for in the applicable prospectus supplement, a mortgage pool may
contain Buy-Down Loans. The resulting difference in payment on a Buy-Down Loan  
shall be compensated for from amounts on deposit in the related Buy-Down Fund.  
In lieu of a cash deposit, if stated in the related prospectus supplement, a    
letter of credit or guaranteed investment contract may be delivered to the      
trustee to fund the Buy-Down Fund. See 'Description of the                      
Certificates -- Payments on Mortgage Loans' in this prospectus. Buy-Down Loans  
included in a mortgage pool will provide for a reduction in monthly interest    
payments by the mortgagor for a period of up to the first four years of the term
of such mortgage loans.                                                         

    If provided for in the applicable prospectus supplement, a mortgage pool may
contain GPM Loans. If stated in the related prospectus supplement, the resulting
difference in payment on a GPM Loan shall be compensated for from amounts on    
deposit in the GPM Fund. In lieu of cash deposit, the depositor may deliver to  
the trustee a letter of credit, guaranteed investment contract or another       
instrument acceptable to the related Rating Agency to fund the GPM Fund.        

If specified in the related prospectus supplement, a mortgage pool may  
contain 're-performing loans', which includes previously delinquent loans that  
have been brought current, mortgage loans that are subject to a repayment plan  
or bankruptcy plan, and that had arrearages of at least three monthly payments  
when the repayment plan or bankruptcy plan was entered into, and mortgage loans 
that have been modified. These mortgage loans may be acquired by the depositor  
from a wide variety of sources through bulk or periodic sales. The rate of      
default on re-performing mortgage loans may be higher than the rate of default  
on mortgage loans that have not previously been in arrears.                     

    If specified in the applicable prospectus supplement, the mortgage loans may
include 'step-down' mortgage loans, which permit the servicer to reduce the     
interest rate on the mortgage loan if the borrower                              

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has been current in its monthly payments of principal and interest. The amount  
by which the mortgage rate may be reduced and the period during which the       
mortgage loan must have been current will be specified in the mortgage note.    

 Revolving Credit Loans. As more fully described in the related prospectus
supplement, the revolving credit loans will be originated under credit line     
agreements subject to a credit limit. Interest on each revolving credit loan,   
excluding introductory rates, if any, offered from time to time during          
promotional periods, will be calculated based on the average daily balance      
outstanding of that loan. Any revolving credit loan may have a mortgage rate    
that is subject to adjustment on the day specified in the related mortgage note.
As specified in the related mortgage note and described in the related          
prospectus supplement, the mortgage rate will be equal to the sum of (a) the    
index indicated on the related mortgage note as of the specified date of        
determination and (b) the gross margin which may vary under some circumstances, 
subject to the maximum rate specified in the mortgage note and permitted by     
applicable law. Under certain circumstances, under a revolving credit line 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.            

The borrower under each revolving credit loan may make Draws under the  
related credit line agreement at any time during the Draw Period. If the Draw   
Period is less than the full term of the revolving credit loan, the related     
borrower will not be permitted to make any Draw during the Repayment Period.    
During the Draw Period, the borrower under each revolving credit loan will be   
obligated to make monthly payments on the revolving credit loan in a minimum    
amount as specified in the related mortgage note, which usually will not be less
than the finance charge for the related billing cycle. During the Repayment     
Period, the borrower will not be permitted to make Draws and the revolving      
credit loan will either amortize in equal monthly installments until maturity,  
or the borrower will be obligated to pay off the remaining account balance on   
the related maturity date, which may be a substantial principal amount.         

    Subject to the terms of the related mortgage note, the maximum amount of any
Draw is equal to the excess, if any, of the credit limit over the principal     
balance outstanding under the mortgage note at the time of the Draw. Draws will 
be funded by the master servicer or another entity specified in the related     
prospectus supplement.                                                          

  With respect to any series of securities backed by revolving credit loans,
the related trust may include either the entire principal balance of each       
revolving credit loan outstanding at any time, including balances attributable  
to Draws made after the related cut-off date, or the Trust Balance of each      
revolving credit loan. The related prospectus supplement will describe the      
specific provisions by which payments and losses on any revolving credit loan   
will be allocated as between the Trust Balance and any Excluded Balance.        

  The mortgaged property securing each revolving credit loan will be subject
to the lien created by the related mortgage in respect of any related Excluded  
Balance, whether made on or prior to the related cut-off date or thereafter. The
lien will be the same rank as the lien created by the mortgage in respect of the
revolving credit loan. The depositor, an affiliate of the depositor or an       
unaffiliated seller may have an interest in any Draw or portion thereof excluded
from the pool. If any entity with an interest in a Draw or portion thereof      
excluded from the pool or any other Excluded Balance were to become a debtor    
under the Bankruptcy Code and regardless of whether the transfer of the related 
revolving credit loan constitutes an absolute assignment, a bankruptcy trustee  
or creditor of such entity or such entity as a debtor-in-possession could assert
that such entity retains rights in the related revolving credit loan and        
therefore compel the sale of such revolving credit loan, including any Trust    
Balance, over the objection of the trust and the securityholders. If that       
occurs, delays and reductions in payments to the trust and the securityholders  
could result.                                                                   

Commercial, Multifamily and Mixed-Use Mortgage Loans. The commercial    
mortgage loans, multifamily mortgage loans and Mixed-Use Mortgage Loans will    
consist of mortgage loans secured by first or junior mortgages, deeds of trust  
or similar security instruments on, or installment contracts for the sale of,   
fee simple or leasehold interests in commercial real estate property,           
multifamily residential property, cooperatively owned multifamily properties    
and/or mixed residential and commercial property, and                           

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related property and interests. Commercial mortgage loans, multifamily mortgage 
loans and Mixed-Use Mortgage Loans will not represent substantially all of the  
aggregate principal balance of any mortgage pool as of the related Cut-off Date.

Certain of the commercial mortgage loans, multifamily mortgage loans and
Mixed-Use Mortgage Loans may be Simple Interest Loans, and other mortgage loans 
may provide for payment of interest in advance rather than in arrears.          

The commercial mortgage loans, multifamily mortgage loans and Mixed-Use 
Mortgage Loans may also be secured by one or more assignments of leases and     
rents, management agreements or operating agreements relating to the mortgaged  
property and in some cases by certain letters of credit, personal guarantees or 
both. Pursuant to an assignment of leases and rents, the related mortgagor      
assigns its right, title and interest as landlord under each related lease and  
the income derived therefrom to the related lender, while retaining a license to
collect the rents for so long as there is no default. If the mortgagor defaults,
the license terminates and the related lender is entitled to collect the rents  
from tenants to be applied to the monetary obligations of the mortgagor. State  
law may limit or restrict the enforcement of the assignment of leases and rents 
by a lender until the lender takes possession of the related mortgaged property 
and a receiver is appointed. See 'Certain Legal Aspects of the Mortgage Loans   
and Contracts -- Leases and Rents' in this prospectus.                          

The prospectus supplement relating to each series will specify the      
originator or originators relating to the commercial mortgage loans, multifamily
mortgage loans and Mixed-Use Mortgage Loans, which may include, among others,   
commercial banks, savings and loan associations, other financial institutions,  
insurance companies or real estate developers and, to the extent available, the 
underwriting criteria in connection with originating the related mortgage loans.

Commercial, multifamily and mixed-use real estate lending is generally  
viewed as exposing the lender to a greater risk of loss than one- to four-family
residential lending. Commercial, multifamily and mixed-use real estate lending  
typically involves larger loans to single borrowers or groups of related        
borrowers than residential one- to four-family mortgage loans. Furthermore, the 
repayment of loans secured by income producing properties is typically dependent
upon the successful operation of the related real estate project. If the cash   
flow from the project is reduced, for example, if leases are not obtained or    
renewed, the borrower's ability to repay the loan may be impaired. Commercial,  
multifamily and mixed-use real estate can be affected significantly by supply   
and demand in the market for the type of property securing the loan and,        
therefore, may be subject to adverse economic conditions. Market values may vary
as a result of economic events or governmental regulations outside the control  
of the borrower or lender, such as rent control laws, which impact the future   
cash flow of the property. Corresponding to the greater lending risk is a       
generally higher interest rate applicable to commercial, multifamily and        
mixed-use real estate lending.                                                  

   Balloon Loans. A mortgagor's ability to pay the balloon amount at maturity,
which, based on the amortization schedule of those loans, is expected to be a   
substantial amount, will typically depend on the mortgagor's ability to obtain  
refinancing of the related mortgage loan or to sell the mortgaged property prior
to the maturity of the balloon loan. The ability to obtain refinancing will     
depend on a number of factors prevailing at the time refinancing or sale is     
required, including, without limitation, real estate values, the mortgagor's    
financial situation, the level of available mortgage loan interest rates, the   
mortgagor's equity in the related mortgaged property, tax laws, prevailing      
general economic conditions and the terms of any related first lien mortgage    
loan. Neither the depositor, the servicer or subservicer, the trustee, as       
applicable, nor any of their affiliates will be obligated to refinance or       
repurchase any mortgage loan or to sell the mortgaged property.                 

Simple Interest Loans. If specified in the accompanying prospectus      
supplement, a portion of the loans underlying a series of securities may be     
simple interest loans. A simple interest loan provides the amortization of the  
amount financed under the loan over a series of equal monthly payments, except, 
in the case of a balloon mortgage loan, the final payment. Each monthly payment 
consists of an installment of interest which is calculated on the basis of the  
outstanding principal balance of the loan multiplied by the stated loan rate and
further multiplied by a fraction, with the numerator equal to the number of days
in the period elapsed since the preceding payment of interest was made and the  
denominator equal to the number of days in the annual period for which interest 
accrues on the loan. As payments are received                                   

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under a simple interest loan, the amount received is applied first to interest  
accrued to the date of payment and then the remaining amount is applied to pay  
any unpaid fees and then to reduce the unpaid principal balance. Accordingly, if
a borrower pays a fixed monthly installment on a simple interest loan before its
scheduled due date, the portion of the payment allocable to interest for the    
period since the preceding payment was made will be less than it would have been
had the payment been made as scheduled, and the portion of the payment applied  
to reduce the unpaid principal balance will be correspondingly greater. On the  
other hand, if a borrower pays a fixed monthly installment after its scheduled  
due date, the portion of the payment allocable to interest for the period since 
the preceding payment was made will be greater than it would have been had the  
payment been made as scheduled, and the remaining portion, if any, of the       
payment applied to reduce the unpaid principal balance will be correspondingly  
less. If each scheduled payment under a simple interest loan is made on or prior
to its scheduled due date, the principal balance of the loan will amortize more 
quickly than scheduled. However, if the borrower consistently makes scheduled   
payments after the scheduled due date, the loan will amortize more slowly than  
scheduled. If a simple interest loan is prepaid, the borrower is required to pay
interest only to the date of prepayment. The variable allocations among         
principal and interest of a simple interest loan may affect the distributions of
principal and interest on the securities, as described in the accompanying      
prospectus supplement.                                                          

Monthly payments on most loans are computed and applied on an actuarial 
basis. Monthly payments on actuarial loans are applied first to interest,       
generally in an amount equal to, one-twelfth of the applicable loan rate times  
the unpaid principal balance, with any remainder of the payment applied to      
principal.                                                                      

Participation Interests. If specified in the accompanying prospectus    
supplement, some or all of the assets underlying a series of securities may be  
participation interests in residential mortgage loans, established under a      
participation agreement. Each participation interest will represent a pro rata  
entitlement to interest and principal payments on a single residential mortgage 
loan. The related trust fund will own the related pro rata entitlement, and the 
entitlement to the remaining interest and principal payments on the related     
mortgage loan will not be owned by the trust fund. Under the related            
participation agreement, there will be a single servicer that services the      
related mortgage loan on behalf of all of the respective owners, and the        
mortgage file for each mortgage loan will be held by a single custodian or      
trustee on behalf of all of the respective owners. Under the related            
participation agreement, the servicer will be obligated to service the mortgage 
loan in accordance with accepted servicing practices for that mortgage loan     
type. All collections received as to that mortgage loan will be promptly        
remitted on a pro rata basis to the respective owners of the participation      
interests. The servicer will not make advances for delinquent scheduled         
payments. No credit enhancement will be provided under the participation        
agreement. Participation arrangements of this type will be used in connection   
with comparatively larger balance residential mortgage loans, to allow for a    
number of pro rata interests in the loan to be held by a number of different    
asset pools (or other investors). This will have the effect of diversifying and 
therefore reducing risk to investors, as compared to having the entire amount of
the mortgage loan held within a single asset pool. Any offering of a series of  
securities backed by participation interests will be made in compliance with    
Rule 190(a) or 190(c) under the Securities Act of 1933, as amended.             

Static Pool Information                                                         

 For each mortgage pool discussed above, the depositor will provide static
pool information with respect to the experience of the sponsor, or other        
appropriate entity, in securitizing asset pools of the same type to the extent  
material.                                                                       

 With respect to each series of securities, the information referred to in
this section will be provided through an internet web site at the address       
disclosed in the related prospectus supplement.                                 

Underwriting Standards for Mortgage Loans                                       

The depositor expects that the originator of each of the loans will have
applied, consistent with applicable federal and state laws and regulations,     
underwriting procedures intended to evaluate the borrower's credit standing and 
repayment ability and/or the value and adequacy of the related property as      
collateral. The depositor expects that any FHA loan or VA loans will have been  
originated in compliance                                                        

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with the underwriting policies of the FHA or VA, respectively. The underwriting 
criteria applied by the originators of the loans included in a pool may vary    
significantly among sellers. The accompanying prospectus supplement will        
describe most aspects of the underwriting criteria, to the extent known by the  
depositor, that were applied by the originators of the loans. In most cases, the
depositor will have less detailed information concerning the origination of     
seasoned loans than it will have concerning newly-originated loans.             

   The underwriting standards of any particular originator typically include a
set of specific criteria by which the underwriting evaluation is made. However, 
the application of the underwriting standards does not imply that each specific 
criterion was satisfied individually. Rather, a loan will be considered to be   
originated in accordance with a given set of underwriting standards if, based on
an overall qualitative evaluation, the loan is in substantial compliance with   
the underwriting standards. For example, a loan may be considered to comply with
a set of underwriting standards, even if one or more specific criteria included 
in the underwriting standards were not satisfied, if other factors compensated  
for the criteria that were not satisfied or if the loan is considered to be in  
substantial compliance with the underwriting standards.                         

 Mortgage loans may have been originated over the internet, or acquired by
the depositor or the seller pursuant to a purchase that was arranged over the   
internet.                                                                       

   Single and Multi-Family Mortgage Loans. The mortgage loans either have been
originated by the seller or purchased by the seller from various banks, savings 
and loan associations, mortgage bankers (which may or may not be affiliated with
that seller) and other mortgage loan originators and purchasers of mortgage     
loans in the secondary market, and were originated generally in accordance with 
the underwriting criteria described herein.                                     

    The underwriting standards applicable to the mortgage loans typically differ
from, and are, with respect to a substantial number of mortgage loans, generally
less stringent than, the underwriting standards established by Fannie Mae or    
Freddie Mac primarily with respect to original principal balances, loan to value
ratios, borrower income, required documentation, interest rates, borrower       
occupancy of the mortgaged property and/or property types. To the extent the    
programs reflect underwriting standards different from those of Fannie Mae and  
Freddie Mac, the performance of the mortgage loans thereunder may reflect higher
delinquency rates and/or credit losses. In addition, certain exceptions to the  
underwriting standards described herein are made in the event that compensating 
factors are demonstrated by a prospective borrower. Neither the depositor nor   
any affiliate, including DLJ Mortgage Capital, has re underwritten any mortgage 
loan.                                                                           

    Generally, each mortgagor will have been required to complete an application
designed to provide to the original lender pertinent credit information         
concerning the mortgagor. As part of the description of the mortgagor's         
financial condition, the mortgagor will have furnished information with respect 
to its assets, liabilities, income (except as described below), credit history, 
employment history and personal information, and furnished an authorization to  
apply for a credit report which summarizes the mortgagor's credit history with  
local merchants and lenders and any record of bankruptcy. The mortgagor may also
have been required to authorize verifications of deposits at financial          
institutions where the mortgagor had demand or savings accounts. In the case of 
investment properties and two to four unit dwellings, income derived from the   
mortgaged property may have been considered for underwriting purposes, in       
addition to the income of the mortgagor from other sources. With respect to     
mortgaged property consisting of vacation or second homes, no income derived    
from the property generally will have been considered for underwriting purposes.
In the case of certain borrowers with acceptable payment histories, no income   
will be required to be stated (or verified) in connection with the loan         
application.                                                                    

  Based on the data provided in the application and certain verification (if
required), a determination is made by the original lender that the mortgagor's  
monthly income (if required to be stated) will be sufficient to enable the      
mortgagor to meet its monthly obligations on the mortgage loan and other        
expenses related to the property such as property taxes, utility costs, standard
hazard insurance and other fixed obligations other than housing expenses.       
Generally, scheduled payments on a mortgage loan during the first year of its   
term plus taxes and insurance and all scheduled payments on obligations that    
extend beyond ten months equal no more than a specified percentage of the       
prospective mortgagor's gross income. The percentage applied varies on a case by
case basis depending on a number of underwriting                                

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criteria, including the LTV ratio of the mortgage loan. The originator may also 
consider the amount of liquid assets available to the mortgagor after           
origination.                                                                    

The mortgage loans have been originated under 'full' or 'alternative,'  
'reduced documentation,' 'stated income/stated assets' or 'no income/no asset'  
programs. The 'alternative,' 'reduced,' 'stated income/stated asset' and 'no    
income/no asset' programs generally require either alternative or less          
documentation and verification than do full documentation programs which        
generally require standard Fannie Mae/Freddie Mac approved forms for            
verification of income/employment, assets and certain payment histories.        
Generally, an 'alternative' documentation program requires information regarding
the mortgagor's income (i.e., W 2 forms, tax returns and/or pay stubs) and      
assets (i.e., bank statements) as does a 'full doc' loan, however, alternative  
forms of standard verifications are used. Generally, under both 'full' and      
'alternative' documentation programs at least one year of income documentation  
is provided. Generally, under a 'reduced documentation' program, either no      
verification of a mortgagor's stated income is undertaken by the originator or  
no verification of a mortgagor's assets is undertaken by the originator. Under a
'stated income/stated assets' program, no verification of either a mortgagor's  
income or a mortgagor's assets is undertaken by the originator although both    
income and assets are stated on the loan application and a 'reasonableness test'
is applied. Generally, under a 'no income/no asset' program, the mortgagor is   
not required to state his or her income or assets and therefore, no verification
of such mortgagor's income or assets is undertaken by the originator. The       
underwriting for such mortgage loans may be based primarily or entirely on the  
estimated value of the mortgaged property and the LTV ratio at origination as   
well as on the payment history and credit score. The adequacy of the mortgaged  
property as security for repayment of the related mortgage loan will generally  
have been determined by an appraisal in accordance with pre established         
appraisal procedure guidelines for appraisals established by or acceptable to   
the originator. All appraisals conform to the Uniform Standards of Professional 
Appraisal Practice adopted by the Appraisal Standards Board of the Appraisal    
Foundation and must be on forms acceptable to Fannie Mae and/or Freddie Mac.    
Appraisers may be staff appraisers employed by the originator or independent    
appraisers selected in accordance with pre established appraisal procedure      
guidelines established by the originator. The appraisal procedure guidelines    
generally will have required the appraiser or an agent on its behalf to         
personally inspect the property and to verify whether the property was in good  
condition and that construction, if new, had been substantially completed. The  
appraisal generally will have been based upon a market data analysis of recent  
sales of comparable properties and, when deemed applicable, an analysis based on
income generated from the property or a replacement cost analysis based on the  
current cost of constructing or purchasing a similar property. Under some       
reduced documentation programs, the originator may rely on the original         
appraised value of the mortgaged property in connection with a refinance by an  
existing mortgagor.                                                             

Commercial and Mixed-Use Mortgage Loans. The underwriting procedures and
standards for commercial mortgage loans and Mixed-Use Mortgage Loans included in
a mortgage pool will be specified in the related prospectus supplement to the   
extent such procedures and standards are known or available. Such mortgage loans
may be originated in contemplation of the transactions described in this        
prospectus and the related prospectus supplement or may have been originated by 
third-parties and acquired by the depositor directly or through its affiliates  
in negotiated transactions.                                                     

The majority of originators of commercial mortgage loans or Mixed-Use   
Mortgage Loans will have applied underwriting procedures intended to evaluate,  
among other things, the income derived from the mortgaged property, the         
capabilities of the management of the project, including a review of            
management's past performance record, its management reporting and control      
procedures, to determine its ability to recognize and respond to problems, and  
its accounting procedures to determine cash management ability, the obligor's   
credit standing and repayment ability and the value and adequacy of the         
mortgaged property as collateral.                                               

    If stated in the related prospectus supplement, the adequacy of a commercial
property or Mixed-Use Property as security for repayment will generally have    
been determined by an appraisal by an appraiser selected in accordance with     
preestablished guidelines established by or acceptable to the loan originator   
for appraisers. If stated in the related prospectus supplement, the appraiser   
must have personally inspected the property and verified that it was in good    
condition and that construction, if new, has been completed. The appraisal will 
have been based upon a cash flow analysis and/or a market data analysis of      
recent sales of                                                                 

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comparable properties and, when deemed applicable, a replacement cost analysis  
based on the current cost of constructing or purchasing a similar property, or  
such other factors that are described in the applicable prospectus supplement.  

No assurance can be given that values of any commercial properties or   
Mixed-Use Properties in a mortgage pool have remained or will remain at their   
levels on the dates of origination of the related mortgage loans. Further, there
is no assurance that appreciation of real estate values generally will limit    
loss experiences on commercial properties or Mixed-Use Properties. If the       
commercial real estate market should experience an overall decline in property  
values such that the outstanding balances of any commercial mortgage loans      
and/or Mixed-Use Mortgage Loans and any additional financing on the related     
mortgaged properties in a particular mortgage pool become equal to or greater   
than the value of the mortgaged properties, the actual rates of delinquencies,  
foreclosures and losses on such mortgage loans could be higher than those now   
generally experienced in the mortgage lending industry. To the extent that such 
losses are not covered by the methods of credit support or the insurance        
policies described in this prospectus, they will be borne by holders of the     
certificates of the series evidencing interests in the mortgage pool. Even where
credit support covers all losses resulting from defaults and foreclosure, the   
effect of defaults and foreclosures may be to increase prepayment experience on 
the related mortgage loans, thus shortening weighted average life and affecting 
yield to maturity.                                                              

FICO Scores                                                                     

   The FICO Score is a statistical ranking of likely future credit performance
developed by Fair, Isaac & Company ('Fair, Isaac') and the three national credit
repositories-Equifax, Trans Union and First American (formerly Experian which   
was formerly TRW). The FICO Scores available from the three national credit     
repositories are calculated by the assignment of weightings to the most         
predictive data collected by the credit repositories and range from the 300's to
the 900's. Although the FICO Scores are based solely on the information at the  
particular credit repository, such FICO Scores have been calibrated to indicate 
the same level of credit risk regardless of which credit repository is used. The
FICO Score is used along with, but not limited to, mortgage payment history,    
seasoning on bankruptcy and/or foreclosure, and is not a substitute for the     
underwriter's judgment.                                                         

Qualifications of Unaffiliated Sellers                                          

Each seller unaffiliated with the depositor must be an institution      
experienced in originating conventional mortgage loans and/or FHA Loans or VA   
Loans in accordance with accepted practices and prudent guidelines, and must    
maintain satisfactory facilities to originate those loans, or have such other   
origination or servicing experience as may be specified in the related          
prospectus supplement.                                                          

Representations by Unaffiliated Sellers; Repurchases                            

If stated in the related prospectus supplement, each seller that sold   
mortgage loans directly or indirectly to the depositor, will have made          
representations and warranties in respect of the mortgage loans sold by that    
seller. These representations and warranties will generally include, among other
things:                                                                         

    o   with respect to each mortgaged property, that title insurance, or in the
     case of mortgaged properties located in areas where such policies are
    generally not available, an attorney's certificate of title, and any
   required hazard and primary mortgage insurance was effective at the
       origination of each mortgage loan, and that each policy, or certificate
    of title, remained in effect on the date of purchase of the mortgage
loan from the seller;                                           

    o   that the seller had good and marketable title to each mortgage loan sold
by it;                                                          

 o   to the best of the seller's knowledge, the mortgaged property is free
from damage and in good repair;                                 

   o   with respect to each mortgaged property, that each mortgage constituted
 a valid first lien, or, if applicable, a more junior lien, on the
mortgaged property, subject only to permissible title insurance 
exceptions; and                                                 

o   that there were no delinquent tax or assessment liens against the   
mortgaged property.                                             

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 With respect to a Cooperative Loan, the seller will represent and warrant
that:                                                                           

o   the security interest created by the cooperative security agreements
      constituted a valid first lien, or, if applicable, a more junior lien,
        on the collateral securing the Cooperative Loan, subject to the right of
      the related Cooperative to cancel shares and terminate the proprietary
       lease for unpaid assessments and to the lien of the related Cooperative
     for unpaid assessments representing the mortgagor's pro rata share of
    the Cooperative's payments for its mortgage, current and future real
       property taxes, maintenance charges and other assessments to which like
collateral is commonly subject; and                             

  o   the related cooperative apartment was free from damage and was in good
repair.                                                         

    The representations and warranties of a seller in respect of a mortgage loan
generally will have been made as of the date on which that seller sold the      
mortgage loan to the depositor or its affiliate. A substantial period of time   
may have elapsed between such date and the date of initial issuance of the      
series of certificates evidencing an interest in that mortgage loan. Since the  
representations and warranties of a seller do not address events that may occur 
following the sale of a mortgage loan by that seller, the repurchase obligation 
described below will not arise if, during the period commencing on the date of  
sale of a mortgage loan by that seller to or on behalf of the depositor, the    
relevant event occurs that would have given rise to a repurchase obligation had 
the event occurred prior to sale of the affected mortgage loan. However, the    
depositor will not include any mortgage loan in the trust fund for any series of
certificates if anything has come to the depositor's attention that would cause 
it to believe that the representations and warranties of an seller will not be  
accurate and complete in all material respects in respect of the related        
mortgage loan as of the related Cut-off Date. If stated in the related          
prospectus supplement, the seller may have made no, or extremely limited,       
representations and warranties regarding the mortgage loans.                    

In most cases, the depositor will assign its rights with respect to the 
representations and warranties of the seller regarding the mortgage loans to the
trustee for the benefit of the certificateholders. Alternatively, the depositor 
will make similar representations and warranties regarding the mortgage loans to
the trustee for the benefit of the certificateholders. Upon the discovery of the
breach of any representation or warranty made by a seller or the depositor in   
respect of a mortgage loan that materially and adversely affects the interests  
of the certificateholders of the related series, that seller or the depositor,  
as the case may be, will be obligated to repurchase the mortgage loan at a      
purchase price equal to 100% of the unpaid principal balance thereof at the date
of repurchase or, in the case of a series of certificates as to which the       
depositor has elected to treat the related trust fund as a REMIC, as defined in 
the Code, at some other price as may be necessary to avoid a tax on a prohibited
transaction, as described in Section 860F(a) of the Code, in each case together 
with accrued interest on the mortgage loans in the related mortgage pool, to the
first day of the month following the repurchase and the amount of any           
unreimbursed Advances made by the servicer or subservicer, as applicable, in    
respect of that mortgage loan. The servicer will be required to enforce this    
obligation for the benefit of the trustee and the certificateholders, following 
the practices it would employ in its good faith business judgment were it the   
owner of that mortgage loan. Subject to the right, if any, and the ability of   
the seller or the depositor to substitute for certain mortgage loans, this      
repurchase obligation constitutes the sole remedy available to the              
certificateholders of the related series for a breach of representation or      
warranty by a seller or the depositor.                                          

  If stated in the related prospectus supplement, if the seller or depositor
discovers or receives notice of any breach of its representations and warranties
relating to a mortgage loan within two years of the date of the initial issuance
of the certificates, or other period as may be specified in the related         
prospectus supplement, the seller or depositor may remove that mortgage loan    
from the trust fund, rather than repurchase the mortgage loan as provided above,
and substitute in its place a substitute mortgage loan. Any substitute mortgage 
loan, on the date of substitution, will:                                        

   o   have an outstanding principal balance, after deduction of all scheduled
payments due in the month of substitution, not in excess of the 
        outstanding principal balance of the mortgage loan that it is replacing,
      the amount of any shortfall to be distributed to certificateholders in
the month of substitution;                                      

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  o   have a mortgage rate not less than, and not more than 1% greater than,
the mortgage rate of the mortgage loan that it is replacing;    

 o   have a remaining term to maturity not greater than, and not more than
       one year less than, that of the mortgage loan that it is replacing; and

o   comply with all the representations and warranties set forth in the 
       related pooling and servicing agreement as of the date of substitution.

This repurchase or substitution obligation constitutes the sole remedy available
to the certificateholders or the trustee for any breach of representation.      

No assurance can be given that sellers will carry out their respective  
repurchase obligations with respect to mortgage loans. Neither the depositor nor
any other person will be obligated to repurchase mortgage loans if the seller   
fails to do so. The servicer's responsibilities for enforcing these             
representations and warranties will be as provided in the second preceding      
paragraph.                                                                      

Mortgage Certificates                                                           

  If stated in the prospectus supplement with respect to a series, the trust
fund for such series may include Mortgage Certificates. A description of the    
mortgage loans underlying the Mortgage Certificates and the related pooling and 
servicing arrangements will be set forth in the applicable prospectus           
supplement. The applicable prospectus supplement, will also set forth           
information with respect to the entity or entities forming the related mortgage 
pool, the issuer of any credit support with respect to the Mortgage             
Certificates, the aggregate outstanding principal balance and the pass-through  
rate borne by each Mortgage Certificate included in the trust fund. The         
inclusion of Mortgage Certificates in a trust fund with respect to a series of  
certificates is conditioned upon their characteristics being in form and        
substance satisfactory to the related Rating Agency.                            

The Contract Pools                                                              

 General. If stated in the prospectus supplement with respect to a series,
the trust fund for that series may include a contract pool evidencing interests 
in manufactured housing conditional sales contracts and installment loan        
agreements originated by a manufactured housing dealer in the ordinary course of
business and purchased by the depositor. The contracts may be conventional      
manufactured housing contracts or contracts insured by the FHA or partially     
guaranteed by the VA. Each contract will be secured by a manufactured home. The 
contracts may be fully amortizing or provide for a balloon payment at maturity, 
and will bear interest at a fixed annual percentage rate or a variable rate     
described in the applicable prospectus supplement.                              

   The manufactured homes securing the contracts consist of manufactured homes
within the meaning of 42 United States Code, Section 5402(6), which defines a   
'manufactured home' as 'a structure, transportable in one or more sections,     
which in the traveling mode, is eight body feet or more in width or forty body  
feet or more in length, or, when erected on site, is three hundred twenty or    
more square feet, and which is built on a permanent chassis and designed to be  
used as a dwelling with or without a permanent foundation when connected to the 
required utilities, and includes the plumbing, heating, air conditioning, and   
electrical systems contained therein; except that such term shall include any   
structure which meets all the requirements of [this] paragraph except the size  
requirements and with respect to which the manufacturer voluntarily files a     
certification required by the Secretary of Housing and Urban Development and    
complies with the standards established under [this] chapter.'                  

    The depositor will cause the contracts constituting each contract pool to be
assigned to the trustee named in the related prospectus supplement for the      
benefit of the related certificateholders. The servicer specified in the related
prospectus supplement will service the contracts, either by itself or through   
other subservicers, pursuant to a pooling and servicing agreement. See          
'Description of the Program -- Representations by Unaffiliated Sellers;         
Repurchases' in this prospectus. With respect to those contracts serviced by the
servicer through a subservicer, the servicer will remain liable for its         
servicing obligations under the related pooling and servicing agreement as if   
the servicer alone were servicing the related contracts. If stated in the       
related prospectus supplement, the contract documents may be held for the       

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benefit of the trustee by a custodian appointed pursuant to a custodial         
agreement among the depositor, the trustee and the custodian named in the       
custodial agreement.                                                            

   The related prospectus supplement, or, if such information is not available
in advance of the date of the related prospectus supplement, will specify, for  
the contracts contained in the related contract pool, among other things:       

o   the range of dates of origination of the contracts;                 

o   the weighted average annual percentage rate on the contracts;       

o   the range of outstanding principal balances as of the Cut-off Date; 

o   the average outstanding principal balance of the contracts as of the
Cut-off Date;                                                   

o   the weighted average term to maturity as of the Cut-off Date; and   

o   the range of original maturities of the contracts.                  

    The servicer or the seller of the contracts will represent and warrant as to
the payment status of the contracts as of the Cut-off Date and as to the        
accuracy in all material respects of certain information furnished to the       
trustee in respect of each such contract. Upon a breach of any representation   
that materially and adversely affects the interest of the certificateholders in 
a contract, the servicer or the seller, as appropriate, will be obligated either
to cure the breach in all material respects or to purchase the contract or, if  
stated in the related prospectus supplement, to substitute another contract as  
described below. This repurchase or substitution obligation constitutes the sole
remedy available to the certificateholders or the trustee for a breach of       
representation by the servicer or seller.                                       

Underwriting Standards for Contracts                                            

Conventional contracts will comply with the underwriting policies of the
originator or seller as described in the related prospectus supplement.         

With respect to a contract made in connection with the related obligor's
purchase of a manufactured home, the 'appraised value' is the amount determined 
by a professional appraiser. The appraiser must personally inspect the          
manufactured home and prepare a report which includes market data based on      
recent sales of comparable manufactured homes and, when deemed applicable, a    
replacement cost analysis based on the current cost of a similar manufactured   
home. The loan-to-value ratio of a contract will be equal to:                   

  o   the original principal amount of the contract divided by the lesser of
      the 'appraised value' or the sales price for the manufactured home; or

o   such other ratio as described in the related prospectus supplement. 

Pre-Funding                                                                     

 If stated in the related prospectus supplement, a portion of the issuance
proceeds of the certificates of a particular series will be deposited in a      
pre-funding account to be established with the trustee, which will be used to   
acquire additional mortgage loans or contracts from time to time during the time
period specified in the related prospectus supplement. Prior to the investment  
of amounts on deposit in the related pre-funding account in additional mortgage 
loans or contracts, those amounts may be invested in one or more Eligible       
Investments, or other investments that may be specified in the related          
prospectus supplement.                                                          

 Additional mortgage loans or contracts that are purchased with amounts on
deposit in a pre-funding account will be required to satisfy certain eligibility
criteria more fully set forth in the related prospectus supplement. The         
eligibility criteria for additional mortgage loans or contracts will be         
consistent with the eligibility criteria of the mortgage loans or contracts     
included in the related trust fund as of the related closing date subject to the
exceptions that are stated in the related prospectus supplement.                

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 Although the specific parameters of a pre-funding account with respect to
any issuance of certificates will be specified in the related prospectus        
supplement, it is anticipated that:                                             

 o   the period during which additional mortgage loans or contracts may be
    purchased from amounts on deposit in the related pre-funding account
will not exceed 90 days from the related closing date; and      

    o   the additional mortgage loans or contracts to be acquired by the related
        trust fund will be subject to the same representations and warranties as
     the mortgage loans or contracts included in the related trust fund on
  the related closing date, although additional criteria may also be
required to be satisfied, as described in the related prospectus
supplement.                                                     

In no event will the period during which additional mortgage loans or contracts 
may be purchased exceed one year. In no event will the amounts on deposit in any
pre-funding account exceed 50% of the proceeds of the offering of the related   
series.                                                                         

The Depositor 

  The depositor will be Credit Suisse First Boston Mortgage Securities Corp.
for each series of securities unless otherwise indicated in the related         
prospectus supplement. The depositor was incorporated in the State of Delaware  
on December 31, 1985, as a wholly-owned subsidiary of First Boston Securities   
Corporation, the name of which was subsequently changed to Credit Suisse First  
Boston Securities Corporation, or CSFBSC. CSFBSC, the name of which was         
subsequently changed to Credit Suisse First Boston Management LLC and more      
recently to Credit Suisse Management LLC, is an indirect wholly-owned subsidiary
of Credit Suisse Holding (USA), Inc. The principal executive offices of the     
depositor are located at 11 Madison Avenue, New York, N.Y. 10010. Its telephone 
number is (212) 325-2000.                                                       

The depositor was organized, among other things, for the purposes of    
establishing trusts, selling beneficial interests in those trusts and acquiring 
and selling mortgage assets to those trusts. Neither the depositor, its parent  
nor any of the depositor's affiliates will ensure or guarantee distributions on 
the certificates of any series. The Trust Assets will be acquired by the        
depositor directly or through one or more affiliates.                           

   After issuance of the certificates for a series, the depositor will have no
material obligations with respect to the certificates and Trust Assets, other   
than the (i) the right to appoint a successor trustee upon the resignation or   
removal of the trustee and (ii) the obligation to indemnify the underwriter     
against certain liabilities under the Securities Act of 1933, as amended.       

Use of Proceeds 

  The depositor will apply all or substantially all of the net proceeds from
the sale of each series offered by this prospectus and by the related prospectus
supplement to purchase the Trust Assets, to repay indebtedness which has been   
incurred to obtain funds to acquire the Trust Assets, to establish the reserve  
funds, if any, for the series and to pay costs of structuring and issuing the   
certificates. If stated in the related prospectus supplement, certificates may  
be exchanged by the depositor for Trust Assets. The Trust Assets for each series
of certificates will be acquired by the depositor either directly, or through   
one or more affiliates which will have acquired the related Trust Assets from   
time to time either in the open market or in privately negotiated transactions. 

None of the offering proceeds for a series will be used to pay expenses 
incurred in connection with the selection and acquisition of the related Trust  
Assets and no such expenses will be paid to the sponsor, a servicer, the        
depositor, the issuing entity, an originator of the Trust Assets, the           
underwriter or any affiliate of the foregoing parties.                          

Yield Considerations

The yield to maturity of a security will depend on the price paid by the
holder of the security, the pass-through rate on any security entitled to       
payments of interest, which pass-through rate may vary if stated in the         
accompanying prospectus supplement, and the rate and timing of principal        
payments on the                                                                 

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loans, including prepayments, liquidations and repurchases, and the allocation  
of principal payments to reduce the principal balance of the security or        
notional amount thereof, if applicable.                                         

    In general, if a security is purchased at a premium over its face amount and
payments of principal on the related loan occur at a rate faster than           
anticipated at the time of purchase, the purchaser's actual yield to maturity   
will be lower than that assumed at the time of purchase. In addition, if a class
of securities is purchased at a discount from its face amount and payments of   
principal on the related loan occur at a rate slower than anticipated at the    
time of purchase, the purchaser's actual yield to maturity will be lower than   
assumed. The effect of principal prepayments, liquidations and purchases on     
yield will be particularly significant in the case of a class of securities     
entitled to payments of interest only or disproportionate payments of interest. 
In addition, the total return to investors of securities evidencing a right to  
distributions of interest at a rate that is based on the weighted average net   
loan rate of the loans from time to time will be adversely affected by principal
prepayments on loans with loan rates higher than the weighted average loan rate 
on the loans. In general, loans with higher loan rates prepay at a faster rate  
than loans with lower loan rates. In some circumstances rapid prepayments may   
result in the failure of the holders to recoup their original investment. In    
addition, the yield to maturity on other types of classes of securities,        
including accrual securities, securities with a pass-through rate that          
fluctuates inversely with or at a multiple of an index or other classes in a    
series including more than one class of securities, may be relatively more      
sensitive to the rate of prepayment on the related loans than other classes of  
securities.                                                                     

 A class of securities may be entitled to payments of interest at a fixed,
variable or adjustable pass-through rate, or any combination of pass-through    
rates, each as specified in the accompanying prospectus supplement. A variable  
pass-through rate may be calculated based on the weighted average of the net    
loan rates, net of servicing fees and any excess spread, of the related loans   
for the month preceding the distribution date. An adjustable pass-through rate  
may be calculated by reference to an index or otherwise.                        

  The aggregate payments of interest on a class of securities, and the yield
to maturity on that security, will be affected by the rate of payment of        
principal on the securities, or the rate of reduction in the notional amount of 
securities entitled to payments of interest only, and, in the case of securities
evidencing interests in adjustable-rate mortgage loans, by changes in the net   
loan rates on the adjustable-rate mortgage loans. See 'Maturity and Prepayment  
Considerations' in this prospectus. The yield on the securities will also be    
affected by liquidations of loans following borrower defaults and by purchases  
of loans in the event of breaches of representations made for the loans by the  
depositor, the servicer or the subservicer and others, or conversions of        
adjustable-rate mortgage loans to a fixed interest rate. See 'The Trust Fund' in
this prospectus.                                                                

  In general, defaults on mortgage loans and contracts are expected to occur
with greater frequency in their early years. The rate of default on cash out    
refinance, limited documentation or no documentation mortgage loans, and on     
loans with high loan-to-value ratios or combined loan-to-value ratios, as       
applicable, may be higher than for other types of loans. Likewise, the rate of  
default on loans that have been originated under lower than traditional         
underwriting standards may be higher than those originated under traditional    
standards. A trust fund may include mortgage loans or contracts that are one    
month or more delinquent at the time of offering of the related series of       
securities or which have recently been several months delinquent. The rate of   
default on delinquent mortgage loans or mortgage loans or contracts with a      
recent history of delinquency, including re-performing loans, is more likely to 
be higher than the rate of default on loans that have a current payment status. 

The rate of defaults and the severity of losses on mortgage loans or    
contracts with document deficiencies may be higher than for mortgage loans or   
contracts with no documentation deficiencies. To the extent that any document   
relating to a loan is not in the possession of the trustee, the deficiency may  
make it difficult or impossible to realize on the mortgaged property in the     
event of foreclosure, which will affect the timing and the amount of liquidation
proceeds received by the trustee.                                               

The risk of loss may also be greater on mortgage loans or contracts with
loan-to-value ratios or combined loan-to-value ratios greater than 80% and no   
primary insurance policies. The yield on any class of securities and the timing 
of principal payments on that class may also be affected by modifications or    
actions that may be taken or approved by the servicer, the subservicer or any of
their affiliates as described in this prospectus under 'Description of the      
Certificates -- Servicing of Mortgage Loans and                                 

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Contracts,' in connection with a mortgage loan or contract that is in default,  
or if a default is reasonably foreseeable.                                      

  In addition, the rate and timing of prepayments, defaults and liquidations
on the mortgage loans or contracts will be affected by the general economic     
condition of the region of the country or the locality in which the related     
mortgaged properties are located. The risk of delinquencies and loss is greater 
and prepayments are less likely in regions where a weak or deteriorating economy
exists, as may be evidenced by, among other factors, increasing unemployment or 
falling property values.                                                        

  For some loans, including adjustable-rate mortgage loans, the loan rate at
origination may be below the rate that would result if the index and margin     
relating to those loans were applied at origination. Under the applicable       
underwriting standards, the borrower under each of the loans usually will be    
qualified on the basis of the loan rate in effect at origination which reflects 
a rate significantly lower than the maximum rate. The repayment of any loan may 
thus be dependent on the ability of the borrower to make larger monthly payments
following the adjustment of the loan rate. In addition, the periodic increase in
the amount paid by the borrower of a Buy-Down Loan during or at the end of the  
applicable buy-down period may create a greater financial burden for the        
borrower, who might not have otherwise qualified for a mortgage under the       
applicable underwriting guidelines, and may accordingly increase the risk of    
default for the related loan.                                                   

    For any loans secured by junior liens on the related mortgaged property, the
inability of the borrower to pay off the balance thereof may be affected by the 
ability of the borrower to obtain refinancing of any related senior loan,       
thereby preventing a potential improvement in the borrower's circumstances.     

The holder of a loan secured by a junior lien on the related mortgaged  
property will be subject to a loss of its mortgage if the holder of a senior    
mortgage is successful in foreclosure of its mortgage and its claim, including  
any related foreclosure costs, is not paid in full, since no junior liens or    
encumbrances survive such a foreclosure. Also, due to the priority of the senior
mortgage, the holder of a loan secured by a junior lien on the related mortgaged
property may not be able to control the timing, method or procedure of any      
foreclosure action relating to the mortgaged property. Investors should be aware
that any liquidation, insurance or condemnation proceeds received relating to   
any loans secured by junior liens on the related mortgaged property will be     
available to satisfy the outstanding balance of such loans only to the extent   
that the claims of the holders of the senior mortgages have been satisfied in   
full, including any related foreclosure costs. For loans secured by junior liens
that have low balances relative to the amount secured by more senior mortgages, 
foreclosure costs may be substantial relative to the outstanding balance of the 
loan, and the amount of any liquidation proceeds available to certificateholders
may be smaller as a percentage of the outstanding balance of the loan than would
be the case for a first lien residential loan. In addition, the holder of a loan
secured by a junior lien on the related mortgaged property may only foreclose on
the property securing the related loan subject to any senior mortgages, in which
case the holder must either pay the entire amount due on the senior mortgages to
the senior mortgagees at or prior to the foreclosure sale or undertake the      
obligation to make payments on the senior mortgages.                            

   Similarly, a borrower of a Balloon Loan will be required to pay the Balloon
Amount at maturity. Those loans pose a greater risk of default than             
fully-amortizing loans, because the borrower's ability to make such a           
substantial payment at maturity will in most cases depend on the borrower's     
ability to obtain refinancing or to sell the mortgaged property prior to the    
maturity of the loan. The ability to obtain refinancing will depend on a number 
of factors prevailing at the time refinancing or sale is required, including,   
without limitation, the borrower's personal economic circumstances, the         
borrower's equity in the related mortgaged property, real estate values,        
prevailing market interest rates, tax laws and national and regional economic   
conditions. None of the depositor, any seller, or any of their affiliates will  
be obligated to refinance or repurchase any loan or to sell any mortgaged       
property, unless that obligation is specified in the accompanying prospectus    
supplement.                                                                     

The loans rates on adjustable-rate mortgage loans that are subject to   
negative amortization typically adjust monthly and their amortization schedules 
adjust less frequently. Because initial loan rates are typically lower than the 
sum of the indices applicable at origination and the related margins, during a  
period of rising interest rates as well as immediately after origination, the   
amount of interest accruing on the principal balance of those loans may exceed  
the amount of the scheduled monthly payment. As a                               

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result, a portion of the accrued interest on negatively amortizing loans may    
become deferred interest which will be added to their principal balance and will
bear interest at the applicable loan rate.                                      

    If stated in the accompanying prospectus supplement, a trust may contain GPM
Loans or Buy-down Loans that have monthly payments that increase during the     
first few years following origination. Borrowers in most cases will be qualified
for those loans on the basis of the initial monthly payment. To the extent that 
the related borrower's income does not increase at the same rate as the monthly 
payment, such a loan may be more likely to default than a mortgage loan with    
level monthly payments.                                                         

    Manufactured homes, unlike residential real estate properties, in most cases
depreciate in value. Consequently, at any time after origination it is possible,
especially in the case of contracts with high loan-to-value ratios at           
origination, that the market value of a manufactured home may be lower than the 
principal amount outstanding under the related contract.                        

   If credit enhancement for a series of securities is provided by a letter of
credit, insurance policy or bond that is issued or guaranteed by an entity that 
suffers financial difficulty, that credit enhancement may not provide the level 
of support that was anticipated at the time an investor purchased its           
certificate. In the event of a default under the terms of a letter of credit,   
insurance policy or bond, any Realized Losses on the loans not covered by the   
credit enhancement will be applied to a series of securities in the manner      
described in the accompanying prospectus supplement and may reduce an investor's
anticipated yield to maturity.                                                  

The accompanying prospectus supplement may set forth other factors      
concerning the loans securing a series of securities or the structure of that   
series that will affect the yield on the securities.                            

   No assurance can be given that the value of the mortgaged property securing
a loan has remained or will remain at the level existing on the date of         
origination. If the residential real estate market should experience an overall 
decline in property values such that the outstanding balances of the loans and  
any secondary financing on the mortgaged properties in a particular pool become 
equal to or greater than the value of the mortgaged properties, the actual rates
of delinquencies, foreclosures and losses could be higher than those now        
generally experienced in the mortgage lending industry.                         

 Generally, when a full prepayment is made on a mortgage loan or contract,
the mortgagor under the mortgage loan or the obligor under a contract, is       
charged interest for the number of days actually elapsed from the due date of   
the preceding monthly payment up to the date of such prepayment, at a daily     
interest rate determined by dividing the mortgage rate or contract rate by 365. 
Full prepayments will reduce the amount of interest paid by the related         
mortgagor or obligor because interest on the principal amount of any mortgage   
loan or contract so prepaid will be paid only to the date of prepayment instead 
of for a full month; however, unless otherwise provided in the applicable       
prospectus supplement, the servicer with respect to a series will be required to
pay from its own funds the portion of any interest at the related mortgage rate 
or contract rate, in each case less the servicing fee rate, that is not so      
received. Partial prepayments generally are applied on the first day of the     
month following receipt, with no resulting reduction in interest payable for the
period in which the partial prepayment is made. Accordingly, to the extent not  
covered by the servicer, prepayments will reduce the yield to maturity of the   
certificates. See 'Maturity and Prepayment Considerations' in this prospectus.  

Maturity and Prepayment Considerations

  As indicated in this prospectus under 'The Trust Fund,' the original terms
to maturity of the loans in a given trust will vary depending on the type of    
loans included in that trust. The prospectus supplement for a series of         
securities will contain information regarding the types and maturities of the   
loans in the related trust. The prepayment experience, the timing and rate of   
repurchases and the timing and amount of liquidations for the related loans will
affect the weighted average life of and yield on the related series of          
securities.                                                                     

    Prepayments on loans are commonly measured relative to a prepayment standard
or model. The prospectus supplement for each series of securities may describe  
one or more prepayment standards or models and may contain tables setting forth 
the projected yields to maturity on each class of securities or the weighted    
average life of each class of securities and the percentage of the original     
principal amount of each class of securities of that series that would be       
outstanding on the specified distribution dates for the                         

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series based on the assumptions stated in the accompanying prospectus           
supplement, including assumptions that prepayments on the loans are made at     
rates corresponding to various percentages of the prepayment standard or model. 
There is no assurance that prepayment of the loans underlying a series of       
securities will conform to any level of the prepayment standard or model        
specified in the accompanying prospectus supplement.                            

 The following is a list of factors that may affect prepayment experience:

o   homeowner mobility;                                                 

o   economic conditions;                                                

o   changes in borrowers' housing needs;                                

o   job transfers;                                                      

o   unemployment;                                                       

o   borrowers' equity in the properties securing the mortgages;         

o   servicing decisions;                                                

o   enforceability of due-on-sale clauses;                              

o   mortgage market interest rates;                                     

o   mortgage recording taxes;                                           

o   solicitations and the availability of mortgage funds; and           

o   the obtaining of secondary financing by the borrower.               

    All statistics known to the depositor that have been compiled for prepayment
experience on loans indicate that while some loans may remain outstanding until 
their stated maturities, a substantial number will be paid significantly earlier
than their respective stated maturities. The rate of prepayment for conventional
fixed-rate loans has fluctuated significantly in recent years. In general,      
however, if prevailing interest rates fall significantly below the loan rates on
the loans underlying a series of securities, the prepayment rate of those loans 
is likely to be significantly higher than if prevailing rates remain at or above
the rates borne by those loans. Conversely, when prevailing interest rates      
increase, borrowers are less likely to prepay their loans.                      

 Some mortgage loans may only be prepaid by the borrowers during specified
periods upon the payment of a prepayment fee or penalty. The requirement to pay 
a prepayment fee or penalty may discourage some borrowers from prepaying their  
mortgage loans or contracts. The servicer or subservicer will be entitled to all
prepayment charges and late payment charges received on the loans and those     
amounts will not be available for payment on the securities, except to the      
extent specified in the related prospectus supplement. However, some states'    
laws restrict the imposition of prepayment charges even when the mortgage loans 
or contracts expressly provide for the collection of those charges. As a result,
it is possible that prepayment charges may not be collected even on mortgage    
loans or contracts that provide for the payment of these charges.               

The addition of any deferred interest to the principal balance of any   
related class of securities will lengthen the weighted average life of that     
class of securities and may adversely affect yield to holders of those          
securities.                                                                     

  Mortgage loans and contracts with fixed interest rates, except in the case
of FHA and VA Loans, generally contain due-on-sale clauses permitting the       
mortgagee or obligee to accelerate the maturity thereof upon conveyance of the  
mortgaged property. In most cases, the servicer may permit proposed assumptions 
of mortgage loans and contracts where the proposed buyer meets the underwriting 
standards applicable to that mortgage loan or contract. This assumption would   
have the effect of extending the average life of the mortgage loan or contract. 
FHA Loans and VA Loans are not permitted to contain 'due on sale' clauses, and  
are freely assumable.                                                           

    An adjustable-rate mortgage loan is assumable, in some circumstances, if the
proposed transferee of the related mortgaged property establishes its ability to
repay the loan and, in the reasonable judgment of the servicer, the security for
the adjustable-rate mortgage loan would not be impaired by the assumption. The  
extent to which adjustable-rate mortgage loans are assumed by purchasers of the 
mortgaged properties rather than prepaid by the related borrowers in connection 
with the sales of the mortgaged properties will                                 

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affect the weighted average life of the related series of securities. See       
'Description of the Certificates -- Servicing of Mortgage Loans and Contracts,' 
' -- Enforcement of `Due-on-Sale' Clauses; Realization Upon Defaulted Mortgage  
Loans,' and 'Certain Legal Aspects of the Mortgage Loans and Contracts --       
Enforceability of Certain Provisions' for a description of provisions of each   
agreement and legal developments that may affect the prepayment rate of loans.  

Some of the revolving credit loans are not expected to significantly    
amortize during the related Repayment Period. As a result, a borrower will, in  
most cases, be required to pay a substantial principal amount at the maturity of
the revolving credit loan. There is a risk that revolving credit loans that     
require substantial principal payments at maturity may default at maturity, or  
that the maturity of those mortgage loans may be extended in connection with a  
workout. Based on the amortization schedule of those mortgage loans, such       
payment is expected to be the entire or a substantial amount of the original    
principal balance. Payment of a substantial principal amount at maturity will   
usually depend on the mortgagor's ability to obtain refinancing of those        
mortgage loans, to sell the mortgaged property prior to the maturity of that    
loan or to otherwise have sufficient funds to make that final payment.          

Revolving credit loans may provide for future Draws to be made only in  
specified minimum amounts, or alternatively may permit Draws to be made by check
or through a credit card in any amount. A pool of revolving credit loans subject
to the latter terms may be likely to remain outstanding longer with a higher    
aggregate principal balance than a pool of revolving credit loans with the      
former terms, because of the relative ease of making new Draws. Furthermore,    
revolving credit loans may have gross margins that may vary under some          
circumstances over the term of the loan. In extremely high market interest rate 
scenarios, securities backed by revolving credit loans with rates subject to    
substantially higher maximum rates than typically apply to revolving credit     
loans may experience rates of default and liquidation substantially higher than 
those that have been experienced on other revolving credit loan pools.          

 For any series of securities backed by revolving credit loans, provisions
governing whether future Draws on the revolving credit loans will be included in
the trust will have a significant effect on the rate and timing of principal    
payments on the securities. As a result of the payment terms of the revolving   
credit loans or of the mortgage note provisions relating to future Draws, there 
may be no principal payments on those securities in any given month. In         
addition, it is possible that the aggregate Draws on revolving credit loans     
included in a pool may exceed the aggregate payments of principal on those      
revolving credit loans for the related period. If specified in the related      
prospectus supplement, a series of securities may provide for a period during   
which all or a portion of the principal collections on the revolving credit     
loans are reinvested in additional balances or are accumulated in a trust       
account pending commencement of an amortization period relating to the          
securities.                                                                     

For revolving credit loans, due to the unpredictable nature of principal
payments, the rates of principal payments for those loans may be more volatile  
than for typical first lien loans. To the extent these principal payments are   
being reinvested on Draws on other revolving credit loans in the pool, principal
payments will be further reduced.                                               

The terms of the pooling and servicing agreement related to a specific  
series generally will require the related subservicer, special servicer, if     
applicable, or servicer to enforce any due-on-sale clause to the extent it has  
knowledge of the conveyance or the proposed conveyance of the underlying        
mortgaged property or Cooperative Dwelling; provided, however, that any         
enforcement action that would impair or threaten to impair any recovery under   
any related insurance policy will not be required or permitted. See 'Description
of the Certificates -- Enforcement of `Due-On-Sale' Clauses; Realization Upon   
Defaulted Mortgage Loans' and 'Certain Legal Aspects of the Mortgage Loans and  
Contracts -- The Mortgage Loans' for a description of certain provisions of each
pooling and servicing agreement and certain legal developments that may affect  
the prepayment experience on the related mortgage loans.                        

At the request of the related mortgagors, the related servicer or       
subservicer, as applicable, may refinance the mortgage loans in any mortgage    
pool by accepting prepayments on those mortgage loans and making new loans      
secured by a mortgage on the same property. Upon any refinancing, the new loans 
will not be included in the related mortgage pool and the related servicer or   
subservicer, as applicable, will be required to repurchase the affected mortgage
loan. A mortgagor may be legally entitled to require the related servicer or    
subservicer, as applicable, to allow a refinancing. Any repurchase of a         
refinanced mortgage loan will have the same effect as a prepayment in full of   
the related mortgage loan.                                                      

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For any index used in determining the rate of interest applicable to any
series of securities or loan rates of the underlying mortgage loans or          
contracts, there are a number of factors that affect the performance of that    
index and may cause that index to move in a manner different from other indices.
If an index applicable to a series responds to changes in the general level of  
interest rates less quickly than other indices, in a period of rising interest  
rates, increases in the yield to certificateholders due to those rising interest
rates may occur later than that which would be produced by other indices, and in
a period of declining rates, that index may remain higher than other market     
interest rates which may result in a higher level of prepayments of the loans,  
which adjust in accordance with that index, than of mortgage loans or contracts 
which adjust in accordance with other indices.                                  

Mortgage loans made with respect to commercial properties, multifamily  
properties and Mixed-Use Properties may have provisions that prohibit prepayment
entirely or for certain periods and/or require payment of premium or yield      
maintenance penalties, and may provide for payments of interest only during a   
certain period followed by amortization of principal on the basis of a schedule 
extending beyond the maturity of the related mortgage loan. Prepayments of such 
mortgage loans may be affected by these and other factors, including changes in 
interest rates and the relative tax benefits associated with ownership of       
commercial property, multifamily property and Mixed-Use Property.               

 If stated in the prospectus supplement relating to a specific series, the
depositor or other specified entity will have the option to repurchase the      
assets included in the related trust fund under the conditions stated in the    
related prospectus supplement. For any series of securities for which the       
depositor has elected to treat the trust fund as one or more REMICs, any        
optional repurchase of assets will be effected in compliance with the           
requirements of Section 860F(a)(4) of the Code so as to constitute a 'qualifying
liquidation' thereunder. In addition, the depositor will be obligated, under    
certain circumstances, to repurchase certain assets of the related trust fund.  
The sellers will also have certain repurchase obligations, as more fully        
described in this prospectus. In addition, the mortgage loans underlying        
Mortgage Certificates may be subject to repurchase under circumstances similar  
to those described above. Repurchases of the mortgage loans underlying Mortgage 
Certificates will have the same effect as prepayments in full. See 'The Trust   
Fund -- Mortgage Loan Program -- Representations by Unaffiliated Sellers;       
Repurchases,' 'Description of the Certificates -- Assignment of Mortgage Loans,'
' -- Assignment of Mortgage Certificates,' ' -- Assignment of Contracts' and    
' -- Termination.'                                                              

Description of the Certificates 

    Each series of securities will be issued pursuant to an agreement consisting
of either:                                                                      

o   a pooling and servicing agreement; or                               

o   a trust agreement.                                                  

A pooling and servicing agreement will be an agreement among the depositor, the 
servicer, if any, and the trustee named in the applicable prospectus supplement.
A trust agreement will be an agreement between the depositor and the trustee.   
Forms of the pooling and servicing agreement and the trust agreement have been  
filed as exhibits to the Registration Statement of which this prospectus is a   
part. The following summaries describe all material terms of the securities and 
the pooling and servicing agreements or trust agreement that are not described  
in the related prospectus supplement. The summaries do not purport to be        
complete and are subject to, and are qualified in their entirety by reference   
to, all of the provisions of the pooling and servicing agreement or trust       
agreement for the applicable series and the related prospectus supplement. As to
each series of securities, the related agreements will be filed with the        
Securities and Exchange Commission in a current report on Form 8-K following the
issuance of the securities.                                                     

General                                                                         

The trust fund with respect to a series will consist of:                

o   the mortgage loans, contracts, and Mortgage Certificates and        
        distributions thereon as from time to time are subject to the applicable
related pooling and servicing agreement;                        

  o   the assets as from time to time identified as deposited in the related
Certificate Account;                                            

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  o   the related property acquired by foreclosure of mortgage loans or deed
       in lieu of foreclosure, or manufactured homes acquired by repossession;

o   the surety bond or financial guaranty insurance policy, if any, with
respect to that series;                                         

o   the letter of credit, if any, with respect to that series;          

o   the pool insurance policy, if any, with respect to that series,     
described below under 'Description of Insurance';               

o   the special hazard insurance policy, if any, with respect to that   
series, described below under 'Description of Insurance';       

    o   the mortgagor bankruptcy bond and proceeds thereof, if any, with respect
    to that series, as described below under 'Description of Insurance';

   o   the performance bond and proceeds thereof, if any, with respect to that
series;                                                         

o   the interest rate swap or yield maintenance agreement and proceeds  
thereof, if any, with respect to that series;                   

 o   the primary mortgage insurance policies, if any, with respect to that
series, as described below under 'Description of Insurance'; and

  o   the GPM Funds and Buy-Down Funds, if any, with respect to that series.

Upon the original issuance of a series of securities, certificates      
representing the minimum undivided interest or beneficial ownership interest in 
the related trust fund or the minimum notional amount allocable to each class   
will evidence the undivided interest, beneficial ownership interest or          
percentage ownership interest specified in the related prospectus supplement.   

   If stated in the related prospectus supplement, one or more subservicers or
the depositor may directly perform some or all of the duties of a servicer with 
respect to a series.                                                            

   If stated in the prospectus supplement for a series, ownership of the trust
fund for that series may be evidenced by one or more classes of certificates.   
Distributions of principal and interest with respect to those classes may be    
made on a sequential or concurrent basis, as specified in the related prospectus
supplement.                                                                     

  The Residual Certificates, if any, included in a series will be designated
by the depositor as the 'residual interest' in the related REMIC for purposes of
Section 860G(a)(2) of the Code, and will represent the right to receive         
distributions as specified in the prospectus supplement for the related series. 
All other classes of securities of the related series will constitute 'regular  
interests' in the related REMIC, as defined in the Code. If stated in the       
related prospectus supplement, the Residual Certificates may be offered hereby  
and by means of the related prospectus supplement. See 'Federal Income Tax      
Consequences' in this prospectus.                                               

If stated in the prospectus supplement for a series, each asset in the  
related trust fund will be assigned an initial asset value. If stated in the    
related prospectus supplement, the asset value of each asset in the related     
trust fund will be the Certificate Principal Balance of each class or classes of
certificates of that series that, based upon certain assumptions, can be        
supported by distributions on the Trust Assets allocable to that class or       
subclass, together with reinvestment income thereon, to the extent specified in 
the related prospectus supplement. The method of determining the asset value of 
the assets in the trust fund for a series will be specified in the related      
prospectus supplement.                                                          

  If stated in the prospectus supplement with respect to a series, ownership
of the trust fund for that series may be evidenced by one or more classes or    
subclasses of securities that are senior securities and one or more classes or  
subclasses of securities that are subordinated securities, each representing the
undivided interests in the trust fund specified in the related prospectus       
supplement. If stated in the related prospectus supplement, one or more classes 
or subclasses of subordinated securities of a series may be subordinated to the 
right of the holders of securities of one or more other classes or subclasses of
subordinated securities within that series to receive distributions with respect
to the mortgage loans or contracts in the related trust fund, in the manner and 
to the extent specified in the related prospectus supplement. If stated in the  
related prospectus supplement, the holders of the senior certificates of that   
series may have the right to receive a greater than pro rata percentage of      
prepayments of principal on the                                                 

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related mortgage loans, contracts or mortgage loans underlying the related      
Mortgage Certificates in the manner and under the circumstances described in the
related prospectus supplement.                                                  

In any securitization where mortgage securities are included in a trust 
fund, unless the mortgage securities are exempt from registration under the     
Securities Act of 1933, as amended, the offering of the mortgage securities will
be registered if required in accordance with Rule 190 under the Securities Act  
of 1933. If stated in the related prospectus supplement, the depositor may sell 
certain classes or subclasses of the certificates of a series, including one or 
more classes or subclasses of subordinated certificates or Residual             
Certificates, in privately negotiated transactions exempt from registration     
under the Securities Act of 1933, as amended. Certificates sold in one of these 
privately negotiated exempt transactions will be transferable only pursuant to  
an effective registration statement or an applicable exemption under the        
Securities Act of 1933, as amended, and pursuant to any applicable state law.   
Alternatively, if stated in the related prospectus supplement, the depositor may
offer one or more classes or subclasses of the subordinated certificates or     
Residual Certificates of a series by means of this prospectus and the related   
prospectus supplement. The certificates of a series offered hereby and by means 
of the related prospectus supplements will be transferable and exchangeable at  
the office or agency maintained by the trustee for the purposes set forth in the
related prospectus supplement. No service charge will be made for any transfer  
or exchange of certificates, but the trustee may require payment of a sum       
sufficient to cover any tax or other governmental charge in connection with any 
transfer or exchange.                                                           

Form of Certificates                                                            

    As specified in the applicable prospectus supplement, the securities of each
series will be issued either as physical securities or in book-entry form. If   
issued as physical securities, the securities will be in fully registered form  
only in the denominations specified in the accompanying prospectus supplement,  
and will be transferable and exchangeable at the corporate trust office of the  
certificate registrar appointed under the related pooling and servicing         
agreement or trust agreement to register the certificates. No service charge    
will be made for any registration of exchange or transfer of securities, but the
trustee may require payment of a sum sufficient to cover any tax or other       
governmental charge. The term certificateholder or holder refers to the entity  
whose name appears on the records of the certificate registrar or, if           
applicable, a transfer agent, as the registered holder of the certificate,      
except as otherwise indicated in the accompanying prospectus supplement.        

   If issued in book-entry form, the classes of a series of securities will be
initially issued through the book-entry facilities of The Depository Trust      
Company, or DTC, or Clearstream Banking, societe anonyme, formerly known as     
Cedelbank, SA, or Clearstream, or the Euroclear System in Europe, if they are   
participants of those systems, or indirectly through organizations which are    
participants in those systems, or through any other depository or facility as   
may be specified in the accompanying prospectus supplement. As to any class of  
book-entry securities so issued, the record holder of those securities will be  
DTC's nominee. Clearstream and Euroclear System will hold omnibus positions on  
behalf of their participants through customers' securities accounts in          
Clearstream's and Euroclear System's names on the books of their respective     
depositaries, which in turn will hold those positions in customers' securities  
accounts in the depositaries' names on the books of DTC. DTC is a               
limited-purpose trust company organized under the laws of the State of New York,
which holds securities for its DTC participants, which include securities       
brokers and dealers, banks, trust companies and clearing corporations. DTC      
together with the Clearstream and Euroclear System participating organizations  
facilitates the clearance and settlement of securities transactions between     
participants through electronic book-entry changes in the accounts of           
participants. Other institutions that are not participants but indirect         
participants which clear through or maintain a custodial relationship with      
participants have indirect access to DTC's clearance system.                    

Unless otherwise specified in the accompanying prospectus supplement, no
beneficial owner in an interest in any book-entry certificate will be entitled  
to receive a certificate representing that interest in registered, certificated 
form, unless either (i) DTC ceases to act as depository for that certificate and
a successor depository is not obtained, or (ii) the depositor elects, with the  
consent of the participants, to discontinue the registration of the securities  
through DTC or (iii) after the occurrence of an event of default with respect to
the related series of certificates, beneficial owners of any class of DTC       
registered certificates representing not less than 51% of the related aggregate 
Certificate Principal Balance advise the                                        

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trustee and DTC through the 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 the beneficial owners. Additionally, after the occurrence of an    
event of default under the related pooling and servicing agreement, any         
beneficial owner materially and adversely affected by that event of default may,
at its option, request and, subject to the procedures set forth in the related  
pooling and servicing agreement, receive a definitive certificate evidencing    
that certificate owner's fractional undivided interest in the related class of  
certificates.                                                                   

Prior to any event described in the immediately preceding paragraph,    
beneficial owners will not be recognized by the trustee, the servicer or the    
subservicer as holders of the related securities for purposes of the related    
agreement, and beneficial owners will be able to exercise their rights as owners
of their securities only indirectly through DTC, participants and indirect      
participants. Any beneficial owner that desires to purchase, sell or otherwise  
transfer any interest in book-entry securities may do so only through DTC,      
either directly if the beneficial owner is a participant or indirectly through  
participants and, if applicable, indirect participants. Under the procedures of 
DTC, transfers of the beneficial ownership of any book-entry securities will be 
required to be made in minimum denominations specified in the accompanying      
prospectus supplement. The ability of a beneficial owner to pledge book-entry   
securities to persons or entities that are not participants in the DTC system,  
or to otherwise act with respect to the securities, may be limited because of   
the lack of physical certificates evidencing the securities and because DTC may 
act only on behalf of participants.                                             

    Because of time zone differences, the securities account of a Clearstream or
Euroclear System participant as a result of a transaction with a DTC            
participant, other than a depositary holding on behalf of Clearstream or        
Euroclear System, will be credited during a subsequent securities settlement    
processing day, which must be a business day for Clearstream or Euroclear       
System, as the case may be, immediately following the DTC settlement date.      
Credits or any transactions in those securities settled during this processing  
will be reported to the relevant Euroclear System participant or Clearstream    
participants on that business day. Cash received in Clearstream or Euroclear    
System as a result of sales of securities by or through a Clearstream           
participant or Euroclear System participant to a DTC participant, other than the
depositary for Clearstream or Euroclear System, will be received with value on  
the DTC settlement date, but will be available in the relevant Clearstream or   
Euroclear System 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 participants and Euroclear System participants    
will occur in accordance with their respective rules and operating procedures.  

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

Clearstream, as a professional depository, holds securities for its     
participating organizations and facilitates the clearance and settlement of     
securities transactions between Clearstream participants through electronic     
book-entry changes in accounts of Clearstream participants, thereby eliminating 
the need for physical movement of securities. As a professional depository,     
Clearstream is subject to regulation by the Luxembourg Monetary Institute.      

Euroclear System was created to hold securities for participants of     
Euroclear System and to clear and settle transactions between Euroclear System  
participants through simultaneous electronic book-entry delivery against        
payment, thereby eliminating the need for physical movement of securities and   
any risk from lack of simultaneous transfers of securities and cash. Euroclear  
System operator is the Euroclear Bank S.A./N.V., under contract with the        
clearance cooperative, Euroclear System Clearance Systems S.C.,                 

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a Belgian co-operative corporation. All operations are conducted by the         
Euroclear System operator, and all Euroclear System securities clearance        
accounts and Euroclear System cash accounts are accounts with the Euroclear     
System operator, not the clearance cooperative.                                 

   The clearance cooperative establishes policy for Euroclear System on behalf
of Euroclear System participants. The Euroclear System operator is the Belgian  
branch of a New York banking corporation which is a member bank of the Federal  
Reserve System. As a result, it is regulated and examined by the Board of       
Governors of the Federal Reserve System and the New York State Banking          
Department, as well as the Belgian Banking Commission. Securities clearance     
accounts and cash accounts with the Euroclear System operator are governed by   
the terms and conditions Governing Use of Euroclear System and the related      
operating procedures of the Euroclear System and applicable Belgian law. The    
terms and conditions govern transfers of securities and cash within Euroclear   
System, withdrawals of securities and cash from Euroclear System, and receipts  
of payments for securities in Euroclear System. All securities in Euroclear     
System are held on a fungible basis without attribution of specific securities  
to specific securities clearance accounts.                                      

   Distributions on the book-entry securities will be forwarded by the trustee
to DTC, and DTC will be responsible for forwarding those payments to            
participants, each of which will be responsible for disbursing the payments to  
the beneficial owners it represents or, if applicable, to indirect participants.
Accordingly, beneficial owners may experience delays in the receipt of payments 
relating to their securities. Under DTC's procedures, DTC will take actions     
permitted to be taken by holders of any class of book-entry securities under the
related agreement only at the direction of one or more participants to whose    
account the book-entry securities are credited and whose aggregate holdings     
represent no less than any minimum amount of percentage interests or voting     
rights required therefor. DTC may take conflicting actions for any action of    
certificateholders of any class to the extent that participants authorize those 
actions. None of the servicer, the subservicer, the depositor, the trustee or   
any of their respective affiliates will have any liability for any aspect of the
records relating to or payments made on account of beneficial ownership         
interests in the book-entry securities, or for maintaining, supervising or      
reviewing any records relating to those beneficial ownership interests.         

Distributions of Principal and Interest                                         

Beginning on the date specified in the related prospectus supplement,   
distributions of principal and interest on the certificates of a series will be 
made by the servicer or trustee, if stated in the related prospectus supplement,
on each distribution date to persons in whose name the certificates are         
registered at the close of business on the day specified in the related         
prospectus supplement. Distributions of interest will be calculated in the      
manner and at the per annum rate specified in the related prospectus supplement,
which rate may be fixed or variable. Interest on the certificates will be       
calculated on the basis of a 360-day year consisting of twelve 30-day months, or
such other method as specified in the related prospectus supplement.            
Distributions of principal on the certificates will be made in the priority and 
manner and in the amounts specified in the related prospectus supplement.       

  On each distribution date, the trustee will distribute to each holder of a
certificate for each class or subclass an amount equal to:                      

    o   the product of the Percentage Interest evidenced by that certificate and
    the interest of the related class or subclass in the distribution of
principal and the distribution of interest; or                  

o   some other amount as described in the related prospectus supplement.

A certificate of a class or subclass may represent a right to receive a         
percentage of both the distribution of principal and the distribution of        
interest or a percentage of either the distribution of principal or the         
distribution of interest, as specified in the related prospectus supplement. If 
stated in the related prospectus supplement, a class or subclass of certificates
may be entitled to interest only or principal only.                             

 If stated in the related prospectus supplement, the holders of the senior
certificates may have the right to receive a percentage of prepayments of       
principal on the related mortgage loans or contracts that is greater than the   
percentage of regularly scheduled payment of principal that holder is entitled  
to receive. These percentages may vary from time to time, subject to the terms  
and conditions specified in the prospectus supplement.                          

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   Distributions of interest on certain classes or subclasses of certificates,
known as Compound Interest Certificates, will be made only after the occurrence 
of certain events specified in the related prospectus supplement. Prior to the  
time distributions of interest are made on those certificates, accrued and      
unpaid interest, or Accrual Distribution Amount, will be added to the           
Certificate Principal Balance of those certificates on each distribution date   
and will accrue interest until paid as described in the related prospectus      
supplement. If stated in the related prospectus supplement, the Accrual         
Distribution Amount will be payable as principal to one or more classes or      
subclasses of certificates.                                                     

Distributions in reduction of the Certificate Principal Balance of      
certificates of a series will be made on each distribution date for the related 
series to the holders of the certificates of the class or subclass then entitled
to receive distributions until the aggregate amount of distributions have       
reduced the Certificate Principal Balance of the certificates to zero.          
Allocation of distributions in reduction of Certificate Principal Balance will  
be made to each class or subclass of certificates in the order and amounts      
specified in the related prospectus supplement, which, if stated in the related 
prospectus supplement, may be concurrently.                                     

  The Certificate Principal Balance of a certificate of a series at any time
represents the maximum specified dollar amount, exclusive of interest at the    
related Pass-Through Rate, to which the holder thereof is entitled from the     
assets in the trust fund for the related series, and will decline to the extent 
distributions in reduction of Certificate Principal Balance are received by, and
losses on the mortgage loans or contracts are allocated to, the                 
certificateholder. The initial Certificate Principal Balance of each class or   
subclass within a series that has been assigned a Certificate Principal Balance 
will be specified in the related prospectus supplement.                         

Distributions, other than the final distribution in retirement of the   
certificates, will be made by check mailed to the address of the person entitled
thereto as it appears on the certificate register for the related series, except
that, with respect to any holder of a certificate meeting the requirements      
specified in the applicable prospectus supplement, distributions shall be made  
by wire transfer in immediately available funds, provided that the trustee shall
have been furnished with appropriate wiring instructions not less than two      
business days prior to the related distribution date. The final distribution in 
retirement of certificates will be made only upon presentation and surrender of 
the certificates at the office or agency designated by the trustee or the       
servicer for that purpose, as specified in the final distribution notice to     
certificateholders.                                                             

Each series of securities may consist of any one or a combination of the
following types of classes:                                                     

                                                        [Enlarge/Download Table]
                                                                                               
Accretion Directed........................ A class of securities designated to receive         
                                           principal payments primarily from the interest that 
                                           accrues on specified Accrual Classes.               
Accrual................................... A class of securities where the accrued interest    
                                           otherwise payable to such certificates is allocated 
                                           to specified classes of certificates as principal   
                                           payments in reduction of their certificate principal
                                           balance. The certificate principal balance of the   
                                           Accrual Class will be increased to the extent such  
                                           accrued interest is so allocated.                   
Companion................................. 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................................. 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 list.                
Fixed Rate................................ A class with an interest rate that is fixed         
                                           throughout the life of the class.                   

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                                                        [Enlarge/Download Table]
                                                                                               
Floating Rate............................. A class that receives interest payments based on an 
                                           interest rate that fluctuates each payment period   
                                           based on a designated index plus a specified margin.
Interest Only or IO....................... A class of securities with no principal balance and 
                                           which is not entitled to principal payments.        
                                           Interest usually accrues based on a specified       
                                           notional amount.                                    
Inverse Floating Rate..................... A class of securities where the pass-through rate   
                                           adjusts based on the excess between a specified rate
                                           and LIBOR or another index.                         
Lock Out.................................. A class of securities which is 'locked out' of      
                                           certain payments, usually principal, for a specified
                                           period of time.                                     
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.                   
Principal Only............................ A class of securities which is not entitled to      
                                           interest payments.                                  
Planned Amortization Class or PAC......... A class of securities with a principal balance that 
                                           is reduced based on a schedule of principal         
                                           balances, assuming a certain range of prepayment    
                                           rates on the underlying assets.                     
Scheduled Principal....................... 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 assets.
                                           These two rates are the endpoints for the           
                                           'structuring range' for the scheduled principal     
                                           class.                                              
Senior Support............................ 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.  
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.                                              
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.    
Target Amortization or TAC................ A class of securities with a principal balance that 
                                           is reduced based on a scheduled of principal        
                                           balances, assuming a certain targeted rate of       
                                           prepayments on the related collateral.              

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                                                        [Enlarge/Download Table]
                                                                                               
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).                              

Determination of LIBOR                                                          

 With respect to certain of the certificates, the annual interest rates of
such certificates are based upon the London Interbank Offered Rate for one-month
United States dollar deposits ('LIBOR') as quoted on Telerate Page 3750 as of   
11:00 A.M., London time, on the second LIBOR business day prior to the first day
of the related interest accrual period (a 'LIBOR Determination Date'). Telerate 
Page 3750 means the display designated as page 3750 on the Moneyline Telerate,  
or any other page as may replace page 3750 on that service for the purpose of   
displaying London interbank offered rates of major banks. If the rate does not  
appear on the page, or any other page as may replace that page on that service, 
or if the service is no longer offered, or any other service for displaying     
LIBOR or comparable rates as may be selected by the trustee or trust            
administrator, as applicable, after consultation with DLJ Mortgage Capital, the 
rate will be the reference bank rate. The reference bank rate will be determined
on the basis of the rates at which deposits in U.S. Dollars are offered by the  
reference banks, which shall be three major banks that are engaged in           
transactions in the London interbank market, selected by the trustee or trust   
administrator, as applicable, after consultation with DLJ Mortgage Capital, as  
of 11:00 a.m., London time, on the day that is two LIBOR business days prior to 
the immediately preceding distribution date to prime banks in the London        
interbank market for a period of one month in amounts approximately equal to the
aggregate principal balance of related certificates. The trustee or trust       
administrator, as applicable, will request the principal London office of each  
of the reference banks to provide a quotation of its rate. If at least two      
quotations are provided, the rate will be the arithmetic mean of the quotations.
If on the related date fewer than two quotations are provided, the rate will be 
the arithmetic mean of the rates quoted by one or more major banks in New York  
City, selected by the trustee or trust administrator, as applicable, after      
consultation with DLJ Mortgage Capital, 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 aggregate class principal       
balance of the related certificates. If no quotations can be obtained, the rate 
will be LIBOR for the prior distribution date. LIBOR business day means any day 
other than a Saturday or a Sunday or a day on which banking institutions in the 
State of New York or in the city of London, England are required or authorized  
by law to be closed. The trustee's or trust administrator's, as applicable,     
calculation of LIBOR and the resulting pass-through rate on any class of such   
certificates with respect to any distribution date shall be final and binding in
the absence of manifest error.                                                  

Assignment of Mortgage Loans                                                    

Pursuant to the pooling and servicing agreement, on the closing date the
depositor will sell, transfer, assign, set over and otherwise convey without    
recourse to the trustee in trust for the benefit of the securityholders all     
right, title and interest of the depositor in and to each mortgage loan and     
other assets included in the trust fund, including all principal and interest   
received on or with respect to such mortgage loans, exclusive of principal and  
interest due on or prior to the Cut-off Date.                                   

 In connection with such transfer and assignment, except as provided below
for some securities backed by Trust Balances of revolving credit loans, the     
depositor will deliver or cause to be delivered to the trustee, or a custodian  
for the trustee, a mortgage file for each mortgage loan which will consist of,  
among other things, the original promissory note, or mortgage note, and any     
modification or amendment thereto endorsed in blank without recourse (except    
that the depositor may deliver or cause to be delivered a lost note affidavit in
lieu of any original mortgage note that has been lost), the original instrument 
creating a first or second, as applicable, lien on the related mortgaged        
property, or the mortgage, with evidence of recording indicated thereon, an     
assignment in recordable form of the mortgage, the title policy, if applicable, 
or a commitment to issue the title policy with respect to the related mortgaged 
property and, if applicable, all recorded intervening assignments of the        
mortgage and any riders or modifications to such mortgage note and mortgage     
except for any such document not returned from the public recording office,     
which will be delivered to the trustee or its custodian as soon as the same is  
available to the depositor.                                                     

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Assignments of the mortgage loans to the trustee or its nominee will be recorded
in the appropriate public office for real property records, except in states    
where, in the opinion of counsel, such recording is not required to protect the 
trustee's interest in the mortgage loan against the claim of any subsequent     
transferee or any successor to or creditor of the depositor or the seller. In   
addition, with respect to any commercial mortgage loans, multifamily mortgage   
loans and Mixed-Use Mortgage Loans, the depositor will deliver or cause to be   
delivered to the trustee, or the custodian hereinafter referred to, the         
assignment of leases, rents and profits, if separate from the mortgage, and an  
executed re-assignment of assignment of leases, rents and profits.              

 For any series of securities backed by Trust Balances of revolving credit
loans, the foregoing documents in most cases will have been delivered to an     
entity specified in the related prospectus supplement. That entity shall hold   
those documents as or on behalf of the trustee for the benefit of the           
securityholders, with respect to the Trust Balances of these loans, and on      
behalf of any other applicable entity with respect to any Excluded Balance of   
these loans, as their respective interests may appear. In those cases, the      
review of the related documents need not be performed if a similar review has   
previously been performed by the entity holding the documents for an Excluded   
Balance and that review covered all documentation for the Trust Balance.        

The depositor will cause to be delivered to the trustee, its agent, or a
custodian, with respect to any Cooperative Loan, the related original security  
agreement, the proprietary lease or occupancy agreement, the recognition        
agreement, an executed financing statement and the relevant stock certificate   
and related blank stock powers. The servicer will file in the appropriate office
a financing statement evidencing the trustee's security interest in each        
Cooperative Loan.                                                               

  The trustee or its custodian will review each mortgage file within 90 days
of the closing date, or promptly after receipt by the trustee or its custodian  
of any document permitted to be delivered after such date; and if any document  
in a mortgage file is found to be missing or defective in a material respect and
the seller does not cure such defect within 90 days of notice thereof from the  
trustee or its custodian or within such longer period not to exceed 720 days    
after such date in the case of missing documents not returned from the public   
recording office, the seller will be obligated to repurchase the related        
mortgage loan from the trust. 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 (a       
replacement mortgage loan). However, any such substitution occurring more than  
90 days after the closing date may not be made unless an opinion of counsel is  
provided to the effect that such substitution will not disqualify any REMIC or  
result in a prohibited transaction tax under the Code; provided, however, that  
such opinion will not be required if (1) the substitution occurs within two     
years of the closing date and (2) the substitution occurs with respect to       
mortgage loans that are 'defective' under the Code and the seller delivers to   
the trustee and the trust administrator an officer's security to that effect.   
Any replacement mortgage loan generally will, or, if more than one replacement  
mortgage loan is being substituted for a mortgage loan, generally will have in  
the aggregate or on a weighted average basis, on the date of substitution, among
other characteristics set forth in the pooling and servicing agreement:         

   o   have a principal balance, after deduction of all scheduled payments due
     in the month of substitution, not in excess of, and not more than 10%
    less than, the Stated Principal Balance of the deleted mortgage loan
       (the amount of any shortfall to be deposited by the seller and held for
      distribution to the securityholders on the related distribution date);

 o   have a current mortgage rate not lower than, and not more than 1% per
    annum higher than, that of the deleted mortgage loan, have a maximum
    mortgage rate and minimum mortgage rate not less than the respective
      rate for the deleted mortgage loan, have the same index as the deleted
        mortgage loan and a margin equal to or greater than the deleted mortgage
loan;                                                           

    o   have an LTV, or if applicable, a CLTV, ratio not higher than that of the
deleted mortgage loan;                                          

    o   have a remaining term to maturity not more than one year greater than or
       less than that of the deleted mortgage loan provided that the remaining
       term to maturity of any such mortgage loan shall be no greater than the
 last maturing mortgage loan in the trust immediately prior to any
substitution; and                                               

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  o   comply with all of the representations and warranties set forth in the
pooling and servicing agreement as of the date of substitution. 

    This cure, repurchase or substitution obligation constitutes the sole remedy
available to securityholders or the trustee for omission of, or a material      
defect in, a mortgage loan document.                                            

Notwithstanding the foregoing, in lieu of providing the duly executed   
assignment of the mortgage to the trustee and the original recorded assignment  
or assignments of the mortgage together with all interim recorded assignments of
that mortgage, 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 of the mortgage loans in the trust that are not already held through   
the MERS'r' System may, at the discretion of a 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, as nominee for the owner of the mortgage loans and      
subsequent assignments of the mortgage were, or in the future may be, at the    
discretion of a servicer, registered electronically through the MERS'r' System. 
For each of these mortgage loans, MERS serves as mortgagee of record on the     
mortgage solely as a nominee in an administrative capacity on behalf of the     
trustee, and does not have any interest in the mortgage loan.                   

If stated in the applicable prospectus supplement, with respect to the  
mortgage loans in a mortgage pool, the depositor or the seller will make        
representations and warranties as to the types and geographical distribution of 
the related mortgage loans and as to the accuracy in all material respects of   
certain information furnished to the trustee in respect of each mortgage loan.  
In addition, if stated in the related prospectus supplement, the depositor will 
represent and warrant that, as of the Cut-off Date for the related series of    
certificates, no mortgage loan is more than 30 days delinquent as to payment of 
principal and interest. Upon a breach of any representation or warranty by the  
depositor or the seller that materially and adversely affects the interest of   
the certificateholders, the depositor or the seller, as applicable, will be     
obligated either to cure the breach in all material respects or to purchase the 
mortgage loan at the purchase price set forth in the previous paragraph. In some
cases, the depositor or the seller may substitute for mortgage loans as         
described in the succeeding paragraph. This repurchase or substitution          
obligation constitutes the sole remedy available to the certificateholders or   
the trustee for a breach of representation or warranty by the depositor or the  
seller.                                                                         

   Within the period specified in the related prospectus supplement, following
the date of issuance of a series of certificates, the depositor, the servicer,  
sellers unaffiliated with the depositor or the related subservicer, as the case 
may be, may deliver to the trustee substitute mortgage loans in substitution for
any one or more of the mortgage loans initially included in the trust fund but  
which do not conform in one or more respects to the description thereof         
contained in the related prospectus supplement, or as to which a breach of a    
representation or warranty is discovered, which breach materially and adversely 
affects the interests of the certificateholders. The required characteristics of
any substitute mortgage loan and any additional restrictions relating to the    
substitution of mortgage loans will generally be as described in this prospectus
under 'The Trust Fund -- Representations by Unaffiliated Sellers; Repurchases.' 

If stated in related prospectus supplement, mortgage loans may be       
transferred to the trust fund with documentation of defects or omissions, such  
as missing notes or mortgages or missing title insurance policies. If stated in 
the related prospectus supplement, none of the seller, the depositor or any     
other person will be required to cure those defects or repurchase those mortgage
loans if the defect or omission is not cured.                                   

 The trustee will be authorized, with the consent of the depositor and the
servicer, to appoint a custodian pursuant to a custodial agreement to maintain  
possession of documents relating to the mortgage loans as the agent of the      
trustee.                                                                        

Pursuant to each pooling and servicing agreement, the servicer, either  
directly or through subservicers, or a special servicer, if applicable, will    
service and administer the mortgage loans assigned to the trustee as more fully 
set forth below. The special servicer may also be a party to the pooling and    
servicing agreement with respect to a series of certificates, in which case the 
related prospectus supplement shall set forth the duties and responsibilities of
the special servicer thereunder.                                                

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Assignment of Contracts                                                         

   The depositor will cause the contracts constituting the contract pool to be
assigned to the trustee, together with principal and interest due on or with    
respect to the contracts after the Cut-off Date, but not including principal and
interest due on or before the Cut-off Date. If the depositor is unable to obtain
a perfected security interest in a contract prior to transfer and assignment to 
the trustee, the related unaffiliated seller will be obligated to repurchase    
that contract. The trustee, concurrently with an assignment of contracts, will  
authenticate and deliver the certificates for that series. Each contract will be
identified in a schedule appearing as an exhibit to the related pooling and     
servicing agreement. That contract schedule will specify, with respect to each  
contract, among other things:                                                   

  o   the original principal amount and the adjusted principal balance as of
the close of business on the Cut-off Date;                      

o   the annual percentage rate;                                         

  o   the current scheduled monthly level payment of principal and interest;
and                                                             

o   the maturity of the contract.                                       

   In addition, in most cases the depositor, as to each contract, will deliver
or cause to be delivered to the trustee, or, as specified in the related        
prospectus supplement, the custodian, the original contract and copies of       
documents and instruments related to each contract and the security interest in 
the manufactured home securing each contract. In other cases, the contract and  
other documents and instruments may be retained by sellers unaffiliated with the
depositor or the servicer under the circumstances described in the related      
prospectus supplement. In order to give notice of the right, title and interest 
of the certificateholders to the contracts, the depositor will cause a UCC-1    
financing statement to be filed identifying the trustee as the secured party and
identifying all contracts as collateral. If stated in the related prospectus    
supplement, the contracts will be stamped or otherwise marked to reflect their  
assignment from the depositor to the trust fund. However, in most cases the     
contracts will not be stamped or otherwise marked to reflect their assignment   
from the depositor to the trust fund. Therefore, if a subsequent purchaser were 
able to take physical possession of the contracts without notice of the         
assignment to the trustee, the interest of the certificateholders in the        
contracts could be defeated. See 'Certain Legal Aspects of Mortgage Loans and   
Contracts -- The Contracts' in this prospectus.                                 

The trustee, or a custodian on behalf of the trustee, will review the   
contract documents within the number of days specified in the related prospectus
supplement after receipt thereof. If any contract document is found to be       
defective in any material respect, the related seller unaffiliated with the     
depositor must cure that defect within 90 days, or within some other period that
is specified in the related prospectus supplement. If the defect is not cured,  
the related seller will repurchase the related contract or any property acquired
in respect thereof from the trustee at a price equal to:                        

o   the remaining unpaid principal balance of the defective contract; or

o   in the case of a repossessed manufactured home, the unpaid principal
        balance of the defective contract immediately prior to the repossession;
or                                                              

  o   in the case of a series as to which an election has been made to treat
the related trust fund as a REMIC, at some other price as may be
     necessary to avoid a tax on a prohibited transaction, as described in
Section 860F(a) of the Code;                                    

in each case together with accrued but unpaid interest to the first day of the  
month following repurchase, plus any unreimbursed Advances respecting the       
defective contract. The repurchase obligation constitutes the sole remedy       
available to the certificateholders or the trustee for a material defect in a   
contract document.                                                              

If stated in the related prospectus supplement, each seller of contracts
will have represented, among other things, that:                                

  o   immediately prior to the transfer and assignment of the contracts, the
     seller unaffiliated with the depositor had good title to, and was the
sole owner of each contract and there had been no other sale or 
assignment thereof;                                             

o   as of the date of the transfer to the depositor, the contracts are  
subject to no offsets, defenses or counterclaims;               

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   o   each contract at the time it was made complied in all material respects
     with applicable state and federal laws, including usury, equal credit
opportunity and disclosure laws;                                

o   as of the date of the transfer to the depositor, each contract is a 
 valid first lien on the related manufactured home and the related
   manufactured home is free of material damage and is in good repair;

o   as of the date of the transfer to the depositor, no contract is more
     than 30 days delinquent in payment and there are no delinquent tax or
assessment liens against the related manufactured home; and     

o   with respect to each contract, the manufactured home securing the   
       contract is covered by a standard hazard insurance policy in the amount
    required in the related pooling and servicing agreement and that all
premiums now due on the insurance have been paid in full.       

All of the representations and warranties of a seller in respect of a   
contract will have been made as of the date on which that seller sold the       
contract to the depositor or its affiliate, which may be a date prior to the    
date of initial issuance of the related series of certificates. A substantial   
period of time may have elapsed between the date as of which the representations
and warranties were made and the later date of initial issuance of the related  
series of certificates. Since the representations and warranties referred to in 
the preceding paragraph are the only representations and warranties that will be
made by a seller, the seller's repurchase obligation described below will not   
arise if, during the period commencing on the date of sale of a contract by the 
seller to the depositor or its affiliate, the relevant event occurs that would  
have given rise to the repurchase obligation had the event occurred prior to    
sale of the affected contract.                                                  

  If a seller cannot cure a breach of any representation or warranty made by
it in respect of a contract that materially and adversely affects the interest  
of the certificateholders in that contract within 90 days, or other period      
specified in the related prospectus supplement, after notice from the servicer, 
the related seller will be obligated to repurchase the defective contract at a  
price equal to:                                                                 

o   the principal balance thereof as of the date of the repurchase; or  

  o   in the case of a series as to which an election has been made to treat
the related trust fund as a REMIC, at some other price as may be
     necessary to avoid a tax on a prohibited transaction, as described in
Section 860F(a) of the Code;                                    

in each case together with accrued and unpaid interest to the first day of the  
month following repurchase, plus the amount of any unreimbursed Advances in     
respect of the defective contract. The servicer will be required under the      
applicable pooling and servicing agreement to enforce this obligation for the   
benefit of the trustee and the certificateholders, following the practices it   
would employ in its good faith business judgment were it the owner of the       
contract. This repurchase obligation will constitute the sole remedy available  
to certificateholders or the trustee for a breach of representation by a seller 
unaffiliated with the depositor.                                                

Neither the depositor nor the servicer will be obligated to purchase a  
contract if a seller defaults on its obligation to do so, and no assurance can  
be given that sellers will carry out their respective repurchase obligations    
with respect to defective contracts. However, to the extent that a breach of the
representations and warranties of a seller may also constitute a breach of a    
representation made by the depositor, the depositor may have a purchase         
obligation as described in this prospectus under 'The Trust Fund -- The Contract
Pools.'                                                                         

If stated in the related prospectus supplement, the depositor may make  
certain limited representations with respect to the contracts.                  

Assignment of Mortgage Certificates                                             

  Pursuant to the applicable pooling and servicing agreement for a series of
certificates that includes Mortgage Certificates in the related trust fund, the 
depositor will cause the Mortgage Certificates to be transferred to the trustee 
together with all principal and interest distributed on those Mortgage          
Certificates after the Cut-off Date. Each Mortgage Certificate included in a    
trust fund will be identified in a schedule appearing as an exhibit to the      
applicable pooling and servicing agreement. The schedule will include           

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information as to the principal balance of each Mortgage Certificate as of the  
date of issuance of the certificates and its interest rate, maturity and        
original principal balance. In addition, steps will be taken by the depositor as
are necessary to cause the trustee to become the registered owner of each       
Mortgage Certificate which is included in a trust fund and to provide for all   
distributions on each Mortgage Certificate to be made directly to the trustee.  

  In connection with the assignment of Mortgage Certificates to the trustee,
the depositor will make certain representations and warranties in the related   
pooling and servicing agreement as to, among other things, its ownership of the 
Mortgage Certificates. In the event that these representations and warranties   
are breached, and the breach or breaches adversely affect the interests of the  
certificateholders in the Mortgage Certificates, the depositor will be required 
to repurchase the affected Mortgage Certificates at a price equal to the        
principal balance thereof as of the date of purchase together with accrued and  
unpaid interest thereon at the related pass-through rate to the distribution    
date for the Mortgage Certificates. The Mortgage Certificates with respect to a 
series may also be subject to repurchase, in whole but not in part, under the   
circumstances and in the manner described in the related prospectus supplement. 
Any amounts received in respect of repurchases of Mortgage Certificates will be 
distributed to certificateholders on the immediately succeeding distribution    
date or such other date described in the related prospectus supplement.         

 The applicable prospectus supplement will describe the characteristics of
the mortgage loans and contracts underlying the Mortgage Certificates.          

   If stated in the related prospectus supplement, within the specified period
following the date of issuance of a series of certificates, the depositor may,  
in lieu of the repurchase obligation set forth above, and in certain other      
circumstances, deliver to the trustee new Mortgage Certificates in substitution 
for any one or more of the Mortgage Certificates initially included in the trust
fund. The required characteristics or any such substitute Mortgage Certificates 
and any additional restrictions relating to the substitution of Mortgage        
Certificates will be set forth in the related prospectus supplement.            

Servicing of Mortgage Loans and Contracts                                       

    Each seller of a mortgage loan or a contract may act as the servicer for the
related mortgage loan or contract pursuant to a pooling and servicing agreement.
A representative form of pooling and servicing agreement has been filed as an   
exhibit to the Registration Statement of which this prospectus is a part. The   
following description does not purport to be complete and is qualified in its   
entirety by reference to the pooling and servicing agreement entered into by the
servicer, the subservicer, the depositor and the trustee. If a servicer is      
appointed pursuant to a separate servicing agreement, that agreement will       
contain servicing provisions generally consistent with the provisions described 
in this prospectus and will not contain any terms that are inconsistent with the
related pooling and servicing agreement or other agreement that governs the     
servicing responsibilities of the servicer, as specified in the related         
prospectus supplement.                                                          

Any servicer will be required to perform the customary functions of a   
servicer, including:                                                            

 o   collection of payments from mortgagors and obligors and remittance of
collections to the servicer;                                    

   o   maintenance of primary mortgage, hazard insurance, FHA insurance and VA
    guarantees and filing and settlement of claims under those policies;

    o   maintenance of escrow accounts of mortgagors and obligors for payment of
      taxes, insurance, and other items required to be paid by the mortgagor
      pursuant to terms of the related mortgage loan or the obligor pursuant
to the related contract;                                        

o   processing of assumptions or substitutions;                         

o   attempting to cure delinquencies;                                   

o   supervising foreclosures or repossessions;                          

    o   inspection and management of mortgaged properties, Cooperative Dwellings
or manufactured homes under certain circumstances; and          

o   maintaining accounting records relating to the mortgage loans and   
contracts.                                                      

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A servicer may delegate its servicing obligations to third-party        
subservicers, but will continue to be responsible for the servicing of the      
mortgage loans or contracts pursuant to the related pooling and servicing       
agreement.                                                                      

    A servicer or subservicer will also be obligated to make Advances in respect
of delinquent installments of principal and interest on mortgage loans and      
contracts, as described more fully in this prospectus under ' -- Payments on    
Mortgage Loans' and ' -- Payments on Contracts,' and in respect of certain taxes
and insurance premiums not paid on a timely basis by mortgagors and obligors.   

   As compensation for its servicing duties, a servicer or subservicer will be
entitled to amounts from payments with respect to the mortgage loans and        
contracts serviced by it. A servicer or subservicer will also be entitled to    
collect and retain, as part of its servicing compensation, certain fees and late
charges provided in the Mortgage Note or related instruments. A subservicer will
be reimbursed by the servicer for certain expenditures that it makes, generally 
to the same extent that the servicer would be reimbursed under the applicable   
pooling and servicing agreement.                                                

Payments on Mortgage Loans                                                      

    The servicer will establish and maintain a Certificate Account in connection
with each series. The Certificate Account may be maintained with a depository   
institution that is an affiliate of the servicer.                               

The servicer will deposit in the Certificate Account for each series of 
certificates on a daily basis the following payments and collections received or
made by it subsequent to the Cut-off Date, other than payments due on or before 
the Cut-off Date, in the manner set forth in the related prospectus supplement: 

  o   all payments on account of principal, including principal prepayments,
  on the related mortgage loans, net of any portion of payments that
    represent unreimbursed or unrecoverable Advances made by the related
servicer or subservicer;                                        

  o   all payments on account of interest on the related mortgage loans, net
       of any portion thereof retained by the servicer or subservicer, if any,
as its servicing fee;                                           

o   all Insurance Proceeds;                                             

o   all Liquidation Proceeds, net of expenses of liquidation, unpaid    
     servicing compensation with respect to the related mortgage loans and
unreimbursed or unrecoverable Advances made by the servicers or 
subservicers of the related mortgage loans;                     

   o   all payments under the financial guaranty insurance policy, surety bond
or letter of credit, if any, with respect to that series;       

    o   all amounts required to be deposited in the Certificate Account from the
reserve fund, if any, for that series;                          

    o   any Advances made by a subservicer or the servicer, as described in this
prospectus under ' -- Advances';                                

o   any Buy-Down Funds, and, if applicable, investment earnings thereon,
        required to be deposited in the Certificate Account, as described below;
and                                                             

o   all proceeds of any mortgage loan repurchased by the servicer, the  
depositor, any subservicer or any seller unaffiliated with the  
   depositor, as described in this prospectus under 'The Trust Fund --
 Mortgage Loan Program -- Representations by Unaffiliated Sellers;
        Repurchases' or ' -- Assignment of Mortgage Loans' or repurchased by the
  depositor as described in this prospectus under ' -- Termination'.

   If stated in the applicable prospectus supplement, the servicer, in lieu of
establishing a Certificate Account, may instead establish a Custodial Account.  
If the servicer elects to establish a Custodial Account, amounts in that        
Custodial Account, after making the required deposits and withdrawals specified 
in this section ' -- Payments on Mortgage Loans,' shall be remitted to the      
Certificate Account maintained by the trustee for distribution to               
certificateholders in the manner set forth in this prospectus and in the related
prospectus supplement. The servicer will also be required to advance any monthly
installment of principal and interest that was not timely received, less its    
servicing fee, provided that this requirement shall only apply to the extent the
servicer determines in good faith any advance will be recoverable out of        
insurance proceeds, proceeds of the liquidation of the related mortgage loans or
otherwise.                                                                      

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   In those cases where a subservicer is servicing a mortgage loan pursuant to
a subservicing agreement, the subservicer will establish and maintain a         
Servicing Account that will comply with either the standards set forth for a    
Custodial Account or, subject to the conditions set forth in the servicing      
related pooling and servicing agreement, meeting the requirements of the related
Rating Agency, and that is otherwise acceptable to the servicer. The subservicer
will be required to deposit into the Servicing Account on a daily basis all     
amounts enumerated above in respect of the mortgage loans received by the       
subservicer, less its servicing compensation. On the date specified in the      
servicing related pooling and servicing agreement, the subservicer shall remit  
to the servicer all funds held in the Servicing Account with respect to each    
mortgage loan. Any payments or other amounts collected by a special servicer    
with respect to any specially serviced mortgage loans will be deposited by the  
related special servicer as set forth in the related prospectus supplement.     

   With respect to each series which contains Buy-Down Loans, if stated in the
related prospectus supplement, the servicer or the related subservicer will     
establish a Buy-Down Fund. Amounts on deposit in the Buy-Down Fund, together    
with investment earnings thereon if specified in the applicable prospectus      
supplement, will be used to support the full monthly payments due on the related
Buy-Down Loans on a level debt service basis. Neither the servicer nor the      
depositor will be obligated to add to the Buy-Down Fund should investment       
earnings prove insufficient to maintain the scheduled level of payments on the  
Buy-Down Loans. To the extent that any insufficiency is not recoverable from the
mortgagor under the terms of the related Mortgage Note, distributions to        
certificateholders will be affected. With respect to each Buy-Down Loan, the    
servicer will withdraw from the Buy-Down Fund and deposit in the Certificate    
Account on or before each distribution date the amount, if any, for each        
Buy-Down Loan that, when added to the amount due on that date from the mortgagor
on the related Buy-Down Loan, equals the full monthly payment that would be due 
on the Buy-Down Loan if it were not subject to a buy-down plan.                 

    If stated in the prospectus supplement with respect to a series, in lieu of,
or in addition to the foregoing, the depositor may deliver cash, a letter of    
credit or a guaranteed investment contract to the trustee to fund the Buy-Down  
Fund for that series, which shall be drawn upon by the trustee in the manner and
at the times specified in the related prospectus supplement.                    

Payments on Contracts                                                           

   A Certificate Account meeting the requirements set forth under 'Description
of the Certificates -- Payments on Mortgage Loans' will be established in the   
name of the trustee.                                                            

    There will be deposited in the Certificate Account or a Custodial Account on
a daily basis the following payments and collections received or made by it     
subsequent to the Cut-off Date, including scheduled payments of principal and   
interest due after the Cut-off Date but received by the servicer on or before   
the Cut-off Date:                                                               

o   all obligor payments on account of principal, including principal   
prepayments, on the contracts;                                  

    o   all obligor payments on account of interest on the contracts, net of the
servicing fee;                                                  

   o   all Liquidation Proceeds received with respect to contracts or property
acquired in respect thereof by foreclosure or otherwise;        

    o   all Insurance Proceeds received with respect to any contract, other than
       proceeds to be applied to the restoration or repair of the manufactured
home or released to the obligor;                                

 o   any Advances made as described under ' -- Advances' and certain other
amounts required under the pooling and servicing agreement to be
deposited in the Certificate Account;                           

   o   all amounts received from any credit support provided with respect to a
series of certificates;                                         

o   all proceeds of any contract or property acquired in respect thereof
    repurchased by the servicer, the depositor or otherwise as described
above or under ' -- Termination' below; and                     

o   all amounts, if any, required to be transferred to the Certificate  
Account from the reserve fund.                                  

Collection of Payments on Mortgage Certificates                                 

The Mortgage Certificates included in the trust fund with respect to a  
series of certificates will be registered in the name of the trustee so that all
distributions thereon will be made directly to the trustee.                     

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The pooling and servicing agreement will require the trustee, if it has not     
received a distribution with respect to any Mortgage Certificate by the second  
business day after the date on which that distribution was due and payable      
pursuant to the terms of the Mortgage Certificate, to request the issuer or     
guarantor, if any, of the Mortgage Certificate to make payment as promptly as   
possible and legally permitted and to take whatever legal action against the    
related issuer or guarantor as the trustee deems appropriate under the          
circumstances, including the prosecution of any claims in connection therewith. 
The reasonable legal fees and expenses incurred by the trustee in connection    
with the prosecution of any legal action will be reimbursable to the trustee out
of the proceeds of any action and will be retained by the trustee prior to the  
deposit of any remaining proceeds in the Certificate Account pending            
distribution thereof to certificateholders of the affected series. In the event 
that the trustee has reason to believe that the proceeds of any legal action may
be insufficient to reimburse it for its projected legal fees and expenses, the  
trustee will notify the related certificateholders that it is not obligated to  
pursue any available remedies unless adequate indemnity for its legal fees and  
expenses is provided by those certificateholders.                               

Distributions on Certificates                                                   

On each distribution date with respect to a series of certificates, the 
servicer will withdraw from the applicable Certificate Account funds on deposit 
in that Certificate Account and distribute, or, if stated in the applicable     
prospectus supplement, will withdraw from the Custodial Account funds on deposit
in that Custodial Account and remit to the trustee, who will distribute, those  
funds to certificateholders of record on the applicable Record Date. The        
distributions shall occur in the manner described in this prospectus under      
'Description of the Certificates -- Distributions of Principal and Interest' and
in the related prospectus supplement. Those funds shall consist of the aggregate
of all previously undistributed payments on account of principal, including     
principal prepayments, Insurance Proceeds and Liquidation Proceeds, if any, and 
interest received after the Cut-off Date and on or prior to the applicable      
Determination Date, except:                                                     

o   all payments that were due on or before the Cut-off Date;           

   o   all principal prepayments received during the month of distribution and
        all payments of principal and interest due after the related Due Period;

  o   all payments which represent early receipt, other than prepayments, of
   scheduled payments of principal and interest due on a date or dates
subsequent to the first day of the month of distribution;       

o   amounts received on particular mortgage loans or contracts as late  
       payments of principal or interest and respecting which the servicer has
made an unreimbursed Advance;                                   

   o   amounts representing reimbursement for previously unreimbursed expenses
incurred or Advances made by the servicer or subservicer;       

 o   amounts to pay the servicer or any subservicer for the funding of any
Draws made on revolving credit loans, if applicable; and        

o   that portion of each collection of interest on a particular mortgage
    loan in the related mortgage pool or on a particular contract in the
related contract pool that represents:                          

  (1) servicing compensation to the servicer and, if applicable, the
special servicer; or                                    

(2) amounts payable to the entity or entities specified in the  
          applicable prospectus supplement or permitted withdrawals from the
        Certificate Account out of payments under the financial guaranty
       insurance policy, surety bond or letter of credit, if any, with
respect to the series.                                  

  No later than the business day immediately preceding the distribution date
for a series of certificates, the servicer will furnish a statement to the      
trustee setting forth the information that is necessary for the trustee to      
determine the amount of distributions to be made on the certificates and a      
statement setting forth certain information with respect to the mortgage loans  
or contracts.                                                                   

If stated in the applicable prospectus supplement, the trustee will     
establish and maintain the Certificate Account for the benefit of the holders of
the certificates of the related series in which the trustee shall deposit, as   
soon as practicable after receipt, each distribution made to the trustee by the 
servicer, as set forth above, with respect to the mortgage loans or contracts,  
any distribution received by                                                    

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the trustee with respect to the Mortgage Certificates, if any, included in the  
trust fund and deposits from any reserve fund or GPM Fund. If stated in the     
applicable prospectus supplement, prior to making any distributions to          
certificateholders, any portion of the distribution on the Mortgage Certificates
that represents servicing compensation, if any, payable to the trustee shall be 
deducted and paid to the trustee.                                               

Funds on deposit in the Certificate Account may be invested in Eligible 
Investments maturing in general not later than the business day preceding the   
next distribution date. All income and gain realized from any investment will be
for the benefit of the servicer, or other entity if stated in the applicable    
prospectus supplement. The servicer or other entity will be required to deposit 
the amount of any losses incurred with respect to investments out of its own    
funds, when realized. The servicer or other entity will have sole discretion to 
determine the particular investments made so long as it complies with the       
investment terms of the related pooling and servicing agreement or the related  
servicing agreement.                                                            

    The timing and method of distribution of funds in the Certificate Account to
classes or subclasses of certificates having differing terms, whether           
subordinated or not, to the extent not described in this prospectus, will be set
forth in the related prospectus supplement.                                     

Special Distributions                                                           

    To the extent specified in the prospectus supplement relating to a series of
certificates, one or more classes of certificates that do not provide for       
monthly distribution dates may receive special distributions in reduction of    
Certificate Principal Balance in any month, other than a month in which a       
distribution date occurs, if, as a result of principal prepayments on the assets
in the related trust fund and/or low reinvestment yields, the trustee           
determines, based on assumptions specified in the related pooling and servicing 
agreement, that the amount of cash anticipated to be on deposit in the          
Certificate Account on the next distribution date for that series and available 
to be distributed to the holders of the certificates of those classes or        
subclasses may be less than the sum of:                                         

   o   the interest scheduled to be distributed to holders of the certificates
of those classes or subclasses; and                             

o   the amount to be distributed in reduction of Certificate Principal  
Balance on those certificates on that distribution date.        

Any special distributions will be made in the same priority and manner as       
distributions in reduction of Certificate Principal Balance would be made on the
next distribution date.                                                         

Reports to Certificateholders                                                   

The servicer or the trustee will include with each distribution to      
certificateholders of record of the related series, or within a reasonable time 
thereafter, a statement generally setting forth, among other things, the        
following information, if applicable:                                           

   (1) to each holder of a certificate, the amount of the related distribution
  allocable to principal of the assets of the related trust fund (by
      class), separately identifying the aggregate amount of any prepayments
       of principal on the related mortgage loans, contracts or mortgage loans
   underlying the related Mortgage Certificates included in that trust
fund, and the portion, if any, advanced by the servicer or a    
subservicer;                                                    

   (2) to each holder of a certificate, the amount of the related distribution
       allocable to interest on the assets of the related trust fund (by class
 and by any shortfalls or carry-forwards) and the portion, if any,
advanced by the servicer or a subservicer;                      

(3) in the case of a series of certificates with a variable Pass-Through
Rate, the Pass-Through Rate applicable to the distribution;     

(4) the total cash flows received and the general sources thereof;      

(5) the amount, if any, of fees and expenses accrued and paid, with an  
 identification of the payee and the general purpose of such fees;

(6) the book value of any collateral acquired by the mortgage pool or   
contract pool through foreclosure, repossession or otherwise;   

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    (7) the number and aggregate principal amount of mortgage loans or contracts
one month, two months, and three or more delinquent;            

(8) the remaining balance, if any, in the pre-funding account;          

 (9) the applicable record dates, accrual periods, determination dates for
calculating distributions and general distribution dates;       

(10) the amount, accrued or paid in respect of any credit enhancement or
    other support, including the payee and the general purpose of such
payment;                                                      

(11) the amount of, if any, of excess cash flow or excess spread and the
application of such excess cash flow;                         

(12) interest rates, as applicable, to the pool assets and securities;  

(13) the beginning and ending balance of the reserve fund or similar    
account, if any, together with any material activity;         

   (14) the amounts drawn on any credit enhancement, or other support, and the
amount of coverage remaining under any enhancement;           

(15) the aggregate unpaid principal balance of the assets of the related
      trust fund as of a date not earlier than the distribution date after
giving effect to payments of principal distributed to         
certificateholders on the distribution date;                  

(16) number and amount of pool assets, together with updated pool       
composition information;                                      

  (17) the aggregate amount of advances included in the distributions on the
         distribution date (including the general purpose of such advances), the
       aggregate amount of unreimbursed advances at the close of business on
the distribution date, and the general source of funds for    
reimbursements;                                               

 (18) if applicable, material modifications, extensions or waivers to pool
         asset terms, fees, penalties or payments during the distribution period
or that have become material over time;                       

(19) material breaches of pool asset representation or warranties or    
transaction covenants;                                        

 (20) information on loss, delinquency or other tests used for determining
 early amortization, liquidation, stepdowns or other performance
        triggers as more completely described in the prospectus supplement and
whether the trigger was met;                                  

    (21) information regarding any new issuance of securities backed by the same
      asset pool, any pool asset changes, such as additions or removals in
connection with a prefunding and pool asset substitutions and 
         repurchases, and cash flows available for future purchases, such as the
balances of any prefunding, if applicable;                    

(22) any material changes in the solicitation, credit-granting,         
      underwriting, origination, acquisition or pool selection criteria or
     procedures, as applicable, used to originate, acquire or select new
pool assets;                                                  

    (23) the number and aggregate principal balance of any mortgage loans in the
        related mortgage pool in respect of which (A) one scheduled payment is
     delinquent, (B) two scheduled payments are delinquent, (C) three or
        more scheduled payments are delinquent and (D) foreclosure proceedings
have been commenced, and loss information for the period;     

   (24) whether such loans are closed-end loans and/or revolving credit loans;

   (25) in the case of revolving credit loans, the general payments and credit
line terms of those loans and other pertinent features;       

   (25) the special hazard amount, fraud loss amount and bankruptcy amount, if
        applicable, as of the close of business on the applicable distribution
  date and a description of any change in the calculation of these
amounts; and                                                  

(26) with respect to any series of securities as to which the trust fund
        includes mortgage securities, additional information as required under
the related agreement and specified in the related prospectus 
supplement.                                                   

In addition, within a reasonable period of time after the end of each   
calendar year, the servicer, or the trustee, if specified in the applicable     
prospectus supplement, will cause to be furnished to each                       

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certificateholder of record at any time during that calendar year a report as to
the aggregate of amounts reported pursuant to (1) and (2) above and other       
information as in the judgment of the servicer or the trustee, as the case may  
be, is needed for the certificateholder to prepare its tax return, as           
applicable, for that calendar year or, in the event such person was a           
certificateholder of record during a portion of that calendar year, for the     
applicable portion of that year. Reports, whether monthly or annual, will be    
transmitted in paper format to the holder of record of the class of securities  
contemporaneously with the distribution on that particular class. In addition,  
the monthly reports will be posted on a website as described below under        
'Additional Information' and 'Reports to Certificateholders.'                   

Modifications                                                                   

In instances in which a mortgage loan is in default or if default is    
reasonably foreseeable (within the meaning of the REMIC provisions), and if in  
the servicer's determination such modification is not materially adverse to the 
interests of the certificateholders (taking into account any estimated realized 
loss that might result absent such action), the servicer may modify the terms of
the related mortgage loan to (1) capitalize to the principal balance of the     
mortgage loan unreimbursed Advances, unreimbursed servicing advances, unpaid    
servicing fees, and related amounts due to the servicer; (2) defer such amounts 
to a balloon payment due on the final payment date of the mortgage loan; (3)    
reduce the related mortgage rate (provided that the mortgage rate of any        
fixed-rate mortgage loan or any adjustable-rate mortgage loan contained in a    
loan group that does not relate to an overcollateralization structure, may not  
be reduced, and the mortgage rate of any adjustable-rate mortgage loan contained
in a loan group that relates to an overcollateralization structure may not be   
reduced below the mortgage rate of such mortgage loan immediately prior to the  
related first adjustment date); and/or (4) extend the maturity of the mortgage  
loan, but in no instance past the date on which the final payment is due on the 
latest maturing mortgage loan in the related mortgage pool or loan group, as    
applicable, as of the cut-off date; provided, however, that the related servicer
shall effect such modification only after the related borrower has made no less 
than three consecutive monthly payments pursuant the terms of the proposed      
modification. No modification will be granted without the prior written consent 
of the credit insurer provider if so required in any credit insurance policy.   

Advances                                                                        

If stated in the related prospectus supplement, each subservicer and the
servicer, with respect to mortgage loans or contracts serviced by it and with   
respect to Advances required to be made by the subservicers that were not so    
made, will be obligated to advance funds in an amount equal to the aggregate    
scheduled installments of payments of principal and interest, as reduced by the 
servicing fee, that were due on the due date with respect to a mortgage loan or 
contract and that were delinquent, as of the close of business on the date      
specified in the pooling and servicing agreement, to be remitted no later than  
the close of business on the business day immediately preceding the distribution
date, subject to their respective determinations that such advances are         
reimbursable under any financial guaranty insurance policy, surety bond, letter 
of credit, pool insurance policy, primary mortgage insurance policy, mortgagor  
bankruptcy bond, from cash in the reserve fund, or liquidation proceeds from the
mortgage loan or contracts. In making Advances, the subservicers and servicer   
will endeavor to maintain a regular flow of scheduled interest and principal    
payments to the certificateholders, rather than to guarantee or insure against  
losses. Any Advances are reimbursable to the subservicer or servicer out of     
related recoveries on the mortgage loans respecting which those amounts were    
advanced. In addition, Advances are reimbursable from cash in the reserve fund, 
the Servicing or Certificate Accounts to the extent that the subservicer or the 
servicer, as the case may be, shall determine that any Advances previously made 
are not ultimately recoverable from other sources.                              

  The subservicers and the servicer generally will also be obligated to make
advances in respect of certain taxes, insurance premiums and, if applicable,    
property protection expenses not paid by mortgagors or obligors on a timely     
basis and, to the extent deemed recoverable, foreclosure costs, including       
reasonable attorney's fees. 'Property protection expenses' comprise certain     
costs and expenses incurred in connection with defaulted mortgage loans,        
acquiring title or management of REO Property or the sale of defaulted mortgage 
loans or REO Properties, as more fully described in the related prospectus      
supplement.                                                                     

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Funds so advanced are reimbursable out of recoveries on the related mortgage    
loans. This right of reimbursement for any advance by the servicer or           
subservicer will be prior to the rights of the certificateholders to receive any
amounts recovered with respect to the related mortgage loans or contracts. If   
stated in the applicable prospectus supplement, the subservicers and the        
servicer will also be required to advance an amount necessary to provide a full 
month's interest, adjusted to the applicable Pass-Through Rate, in connection   
with full or partial prepayments of the mortgage loans or contracts. Those      
Advances will not be reimbursable to the subservicers or the servicer.          

Collection and Other Servicing Procedures                                       

  The servicer will be responsible for servicing the mortgage loans pursuant
to the related pooling and servicing agreement for the related series. The      
servicer may subcontract the servicing of all or a portion of the mortgage loans
to one or more subservicers and may subcontract the servicing of certain        
commercial mortgage loans, multifamily mortgage loans and/or Mixed-Use Mortgage 
Loans that are in default or otherwise require special servicing to a special   
servicer, and certain information with respect to the special servicer will be  
set forth in the related prospectus supplement. Any subservicer or any special  
servicer may be an affiliate of the depositor and may have other business       
relationships with depositor and its affiliates.                                

    The servicer, directly or through the subservicers or a special servicer, as
the case may be, will make reasonable efforts to collect all payments called for
under the mortgage loans or contracts and will, consistent with the applicable  
pooling and servicing agreement and any applicable financial guaranty insurance 
policy, surety bond, letter of credit, pool insurance policy, special hazard    
insurance policy, primary mortgage insurance policy or mortgagor bankruptcy     
bond, follow the collection procedures it follows with respect to mortgage loans
or contracts serviced by it that are comparable to the mortgage loans or        
contracts, except when, in the case of FHA or VA Loans, applicable regulations  
require otherwise. Consistent with the above, the servicer may, in its          
discretion, waive any late payment charge or any prepayment charge or penalty   
interest in connection with the prepayment of a mortgage loan or contract or    
extend the due dates for payments due on a Mortgage Note or contract for a      
period of not greater than 270 days, provided that the potential cash flow from 
the pool assets or the insurance coverage for that mortgage loan or contract or 
the coverage provided by any financial guaranty insurance policy, surety bond or
letter of credit, will not be adversely affected. In addition, the servicer of a
revolving credit loan may increase the credit limit or extend the Draw Period   
applicable to any revolving credit loan subject to the limitations described in 
the related agreement.                                                          

Under the related pooling and servicing agreement, the servicer, either 
directly or through subservicers or a special servicer, to the extent permitted 
by law, may establish and maintain an escrow in which mortgagors or obligors    
will be required to deposit amounts sufficient to pay taxes, assessments,       
mortgage and hazard insurance premiums and other comparable items. This         
obligation may be satisfied by the provision of insurance coverage against loss 
occasioned by the failure to escrow insurance premiums rather than causing      
escrows to be made. The special servicer, if any, will be required to remit     
amounts received for the purposes described in this paragraph on mortgage loans 
serviced by it for deposit in the related escrow account, and will be entitled  
to direct the servicer to make withdrawals from that escrow account as may be   
required for servicing of the related mortgage loans. Withdrawals from an escrow
account may be made to effect timely payment of taxes, assessments, mortgage and
hazard insurance, to refund to mortgagors or obligors amounts determined to be  
overages, to pay interest to mortgagors or obligors on balances in that escrow  
account, if required, and to clear and terminate that escrow account. The       
servicer will be responsible for the administration of each escrow account and  
will be obliged to make advances to those accounts when a deficiency exists in  
any of those escrow accounts. Alternatively, in lieu of establishing an escrow  
account, the servicer may procure a performance bond or other form of insurance 
coverage, in an amount acceptable to the related Rating Agency, covering loss   
occasioned by the failure to escrow such amounts.                               

Standard Hazard Insurance                                                       

    Except to the extent specified in a related prospectus supplement, the terms
of each pooling and servicing agreement will require the servicer or the special
servicer, if any, to cause to be maintained for                                 

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each mortgage loan or contract that it services, and the servicer will be       
required to maintain for each mortgage loan or contract serviced by it directly,
a policy of standard hazard insurance covering the mortgaged property underlying
the related mortgage loan or manufactured home underlying the related contract  
in an amount at least equal to the maximum insurable value of the improvements  
securing the related mortgage loan or contract or the principal balance of the  
related mortgage loan or contract, whichever is less.                           

    Each subservicer, the special servicer, if any, or the servicer, as the case
may be, shall also be required to maintain on property acquired upon            
foreclosure, or deed in lieu of foreclosure, of any mortgage loan or contract, a
standard hazard insurance policy. Any amounts collected by the subservicer, the 
special servicer, if any, or the servicer under those policies, other than      
amounts to be applied to the restoration or repair of the mortgaged property or 
manufactured home or released to the borrower in accordance with normal         
servicing procedures, shall be deposited in the related Servicing Account for   
deposit in the Certificate Account or, in the case of the servicer, may be      
deposited directly into the Certificate Account. Any cost incurred in           
maintaining any insurance shall not, for the purpose of calculating monthly     
distributions to certificateholders, be added to the amount owing under the     
mortgage loan or contract, notwithstanding that the terms of the mortgage loan  
or contract may so permit. The cost incurred in maintaining any insurance shall 
be recoverable by the servicer or the special servicer, if any, only by         
withdrawal of funds from the Servicing Account or by the servicer only by       
withdrawal from the Certificate Account, as described in the pooling and        
servicing agreement.                                                            

No earthquake or other additional insurance is to be required of any    
borrower or maintained on property acquired in respect of a mortgage loan or    
contract, other than pursuant to applicable laws and regulations as shall at any
time be in force and as shall require earthquake or additional insurance. When  
the mortgaged property or manufactured home is located at the time of           
origination of the mortgage loan or contract in a federally designated flood    
area, the related subservicer or the special servicer, if any, or the servicer, 
in the case of each mortgage loan or contract serviced by it directly, will     
cause flood insurance to be maintained, to the extent available, in those areas 
where flood insurance is required under the National Flood Insurance Act of     
1968, as amended.                                                               

The depositor 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 insurance or do not maintain adequate coverage or any      
insurance proceeds are not applied to the restoration of damaged property, any  
damage to that borrower's Cooperative Dwelling or that Cooperative's building   
could significantly reduce the value of the collateral securing the related     
Cooperative Loan to the extent not covered by other credit support.             

The related pooling and servicing agreement will permit the servicer to 
obtain and maintain a blanket policy insuring against hazard losses on all of   
the related mortgage loans or contracts, in lieu of maintaining a standard      
hazard insurance policy for each mortgage loan or contract that it services.    
This blanket policy may contain a deductible clause, in which case the servicer 
will, in the event that there has been a loss that would have been covered by a 
policy absent the deductible, deposit in the Certificate Account the amount not 
otherwise payable under the blanket policy because of the application of the    
deductible clause.                                                              

 Since the amount of hazard insurance to be maintained on the improvements
securing the mortgage loans or contracts may decline as the principal balances  
owing thereon decrease, and since properties have historically appreciated in   
value over time, in the event of partial loss, hazard insurance proceeds may be 
insufficient to fully restore the damaged mortgaged property or manufactured    
home. See 'Description of Insurance -- Special Hazard Insurance Policies' for a 
description of the limited protection afforded by a special hazard insurance    
policy against losses occasioned by certain hazards that are otherwise uninsured
against as well as against losses caused by the application of the coinsurance  
provisions contained in the standard hazard insurance policies.                 

With respect to mortgage loans secured by commercial property, Mixed-Use
Property and multifamily property, certain additional insurance policies may be 
required, including, but not limited to, loss of rent                           

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endorsements, business interruption insurance and comprehensive public liability
insurance, and the related pooling and servicing agreement may require the      
servicer to maintain public liability insurance with respect to any related REO 
Properties. Any cost incurred by the servicer in maintaining any insurance      
policy will be added to the amount owing under the related mortgage loan where  
the terms of that mortgage loan so permit; provided, however, that the addition 
of that cost will not be taken into account for purposes of calculating the     
distribution to be made to certificateholders. These costs may be recovered by  
the servicer from the Certificate Account, with interest thereon, as provided by
the related pooling and servicing agreement.                                    

Special Hazard Insurance                                                        

If stated in the related prospectus supplement, the servicer will be    
required to exercise its best reasonable efforts to maintain the special hazard 
insurance policy, if any, with respect to a series of certificates in full force
and effect, unless coverage thereunder has been exhausted through payment of    
claims, and will pay the premium for the special hazard insurance policy on a   
timely basis; provided, however, that the servicer shall be under no such       
obligation if coverage under the pool insurance policy with respect to that     
series has been exhausted. If the special hazard insurance policy is cancelled  
or terminated for any reason, other than the exhaustion of total policy         
coverage, the servicer will exercise its best reasonable efforts to obtain from 
another insurer a replacement policy comparable to the special hazard insurance 
policy with a total coverage that is equal to the then existing coverage of the 
special hazard insurance policy; provided that if the cost of any replacement   
policy is greater than the cost of the terminated special hazard insurance      
policy, the amount of coverage under the replacement special hazard insurance   
policy may be reduced to a level such that the applicable premium will not      
exceed the cost of the special hazard insurance policy that was replaced.       

Pool Insurance                                                                  

To the extent specified in a related prospectus supplement, the servicer
will exercise its best reasonable efforts to maintain a pool insurance policy   
with respect to a series of certificates in effect throughout the term of the   
pooling and servicing agreement, unless coverage thereunder has been exhausted  
through payment of claims, and will pay the premiums for the pool insurance     
policy on a timely basis. In the event that the related pool insurer ceases to  
be a qualified insurer because it is not qualified to transact a mortgage       
guaranty insurance business under the laws of the state of its principal place  
of business or any other state which has jurisdiction over the pool insurer in  
connection with the pool insurance policy, or if the pool insurance policy is   
cancelled or terminated for any reason, other than the exhaustion of total      
policy coverage, the servicer will exercise its best reasonable efforts to      
obtain a replacement policy of pool insurance comparable to the pool insurance  
policy and may obtain a total coverage that is equal to the then existing       
coverage of the special hazard insurance policy; provided that if the cost of   
any replacement policy is greater than the cost of the terminated pool insurance
policy, the amount of coverage under the replacement pool insurance policy may  
be reduced to a level such that the applicable premium will not exceed the cost 
of the pool insurance policy that was replaced.                                 

Primary Mortgage Insurance                                                      

  To the extent specified in the related prospectus supplement, the servicer
will be required to keep in force and effect for each mortgage loan secured by  
single family property serviced by it directly, and each subservicer of a       
mortgage loan secured by single family property will be required to keep in full
force and effect with respect to each mortgage loan serviced by it, in each case
to the extent required by the underwriting standards of the depositor, a primary
mortgage insurance policy issued by a qualified insurer with regard to each     
mortgage loan for which coverage is required pursuant to the applicable pooling 
and servicing agreement and to act on behalf of the trustee, or 'insured,' under
each primary mortgage insurance policy. Neither the servicer nor the subservicer
will be permitted to cancel or refuse to renew any primary mortgage insurance   
policy in effect at the date of the initial issuance of a series of certificates
that is required to be kept in force under the related pooling and servicing    
agreement unless a replacement primary mortgage insurance policy for the        
cancelled or non-renewed policy is maintained with an insurer whose             
claims-paying ability is acceptable to the related Rating Agency. See           
'Description of Insurance -- Primary Mortgage Insurance Policies.'              

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Mortgagor Bankruptcy Bond                                                       

  If stated in the related prospectus supplement, the servicer will exercise
its best reasonable efforts to maintain a mortgagor bankruptcy bond for a series
of certificates in full force and effect throughout the term of the pooling and 
servicing agreement, unless coverage thereunder has been exhausted through      
payment of claims, and will pay the premiums for the mortgagor bankruptcy bond  
on a timely basis. At the request of the depositor, coverage under a mortgagor  
bankruptcy bond will be cancelled or reduced by the servicer to the extent      
permitted by the related Rating Agency, provided that any cancellation or       
reduction does not adversely affect the then current rating of that series. See 
'Description of Insurance -- Mortgagor Bankruptcy Bond.'                        

Presentation of Claims                                                          

  The servicer, on behalf of itself, the trustee and the certificateholders,
will present claims to HUD, the VA, the pool insurer, the special hazard        
insurer, the issuer of the mortgagor bankruptcy bond, and each primary mortgage 
insurer, as applicable, and take whatever reasonable steps are necessary to     
permit recovery under the related insurance policies or mortgagor bankruptcy    
bond, if any, with respect to a series concerning defaulted mortgage loans or   
contracts or mortgage loans or contracts that are the subject of a bankruptcy   
proceeding. All collections by the servicer under any FHA insurance or VA       
guarantee, any pool insurance policy, any primary mortgage insurance policy or  
any mortgagor bankruptcy bond and, where the related property has not been      
restored, any special hazard insurance policy, are to be deposited in the       
Certificate Account, subject to withdrawal as heretofore described. In those    
cases in which a mortgage loan or contract is serviced by a subservicer, the    
subservicer, on behalf of itself, the trustee and the certificateholders, will  
present claims to the applicable primary mortgage insurer and to the FHA and the
VA, as applicable, and all collections thereunder shall be deposited in the     
Servicing Account, subject to withdrawal, as set forth above, for deposit in the
Certificate Account.                                                            

 If any property securing a defaulted mortgage loan or contract is damaged
and proceeds, if any, from the related standard 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 any pool    
insurance policy or any primary mortgage insurance policy, neither the servicer 
nor the subservicer, as the case may be, will be required to expend its own     
funds to restore the damaged property unless it determines, and, in the case of 
a determination by a subservicer, the servicer agrees:                          

    o   that the restoration will increase the proceeds to certificateholders on
       liquidation of the mortgage loan or contract after reimbursement of the
     expenses incurred by the subservicer or the servicer, as the case may
be; and                                                         

 o   that the expenses will be recoverable through proceeds of the sale of
        the mortgaged property or proceeds of any related pool insurance policy,
any related primary mortgage insurance policy or otherwise.     

 If recovery under a pool insurance policy or any related primary mortgage
insurance policy is not available because the related subservicer or the        
servicer has been unable to make the above determinations or otherwise, the     
subservicer or the servicer is nevertheless obligated to follow whatever normal 
practices and procedures are deemed necessary or advisable to realize upon the  
defaulted mortgage loan. If the proceeds of any liquidation of the mortgaged    
property or manufactured home are less than the principal balance of the        
defaulted mortgage loan or contract, respectively, plus interest accrued thereon
at the Pass-Through Rate, and if coverage under any other method of credit      
support with respect to that series is exhausted, the related trust fund will   
realize a loss in the amount of the difference plus the aggregate of expenses   
incurred by the subservicer or the servicer in connection with those proceedings
and which are reimbursable under the related pooling and servicing agreement. In
the event that any proceedings result in a total recovery that is, after        
reimbursement to the subservicer or the servicer of its expenses, in excess of  
the principal balance of the related mortgage loan or contract, together with   
accrued and unpaid interest thereon at the applicable Pass-Through Rates, the   
subservicer and the servicer will be entitled to withdraw amounts representing  
normal servicing compensation on the related mortgage loan or contract from the 
Servicing Account or the Certificate Account, as the case may be.               

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Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Mortgage Loans   

Each pooling and servicing agreement with respect to certificates       
representing interests in a mortgage pool will provide that, when any mortgaged 
property has been conveyed by the related borrower, the related subservicer or  
the servicer, as the case may be, will, to the extent it has knowledge of the   
conveyance, exercise its rights to accelerate the maturity of that mortgage loan
under any 'due-on-sale' clause applicable thereto, if any, unless it reasonably 
believes that enforcement of the 'due-on-sale' clause is not exercisable under  
applicable law or regulations, would result in loss of insurance coverage with  
respect to that mortgage loan or would not be in the best interest of the       
related series of certificateholders. In any case where the due-on-sale clause  
will not be exercised, the subservicer or the servicer is authorized to take or 
enter into an assumption and modification agreement from or with the person to  
whom the related mortgaged property has been or is about to be conveyed,        
pursuant to which that person becomes liable under the Mortgage Note and, unless
prohibited by applicable state law, the mortgagor remains liable thereon,       
provided that the mortgage loan will continue to be covered by any pool         
insurance policy and any related primary mortgage insurance policy. In the case 
of an FHA Loan, such an assumption can occur only with HUD approval of the      
substitute mortgagor. Each subservicer and the servicer will also be authorized,
with the prior approval of the insurer under any required insurance policies, to
enter into a substitution of liability agreement with that person, pursuant to  
which the original mortgagor is released from liability and that person is      
substituted as mortgagor and becomes liable under the Mortgage Note.            

Under each pooling and servicing agreement relating to a series, the    
subservicer or the servicer, as the case may be, will foreclose upon or         
otherwise comparably convert the ownership of properties securing those of the  
related mortgage loans as come into and continue in default and as to which no  
satisfactory arrangements can be made for collection of delinquent payments. In 
connection with the foreclosure or other conversion, the subservicer or the     
servicer will follow whatever practices and procedures are deemed necessary or  
advisable and as shall be normal and usual in its general mortgage servicing    
activities, except when, in the case of FHA or VA Loans, applicable regulations 
require otherwise. However, neither the subservicer nor the servicer will be    
required to expend its own funds in connection with any foreclosure or towards  
the restoration of any property unless it determines and, in the case of a      
determination by a subservicer, the servicer agrees:                            

 o   that the restoration and/or foreclosure will increase the proceeds of
    liquidation of the related mortgage loan to certificateholders after
reimbursement to itself for expenses; and                       

  o   that the expenses will be recoverable to it either through Liquidation
    Proceeds, Insurance Proceeds, payments under the letter of credit or
        amounts in the reserve fund, if any, with respect to the related series,
or otherwise.                                                   

Upon foreclosure of a revolving credit loan, the related Liquidation    
Proceeds will be allocated among the Trust Balances, if any, and Excluded       
Balances as described in the related prospectus supplement.                     

Any prospective purchaser of a Cooperative Dwelling will generally be   
required to obtain the approval of the board of directors of the related        
Cooperative before purchasing the shares and acquiring rights under the         
proprietary lease or occupancy agreement securing the Cooperative Loan. See     
'Certain Legal Aspects of the Mortgage Loans and Contracts -- The Mortgage      
Loans -- Foreclosure' in this prospectus. 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 the 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.                                          

 The market value of any single family property may have declined in value
since the date of origination of the mortgage loan. The market value of any     
commercial property, multifamily property or Mixed-Use Property obtained in     
foreclosure or by deed in lieu of foreclosure will be based substantially on the
operating income obtained from renting the commercial or dwelling units. Since a
default on a mortgage loan secured by commercial property, multifamily property 
or Mixed-Use Property is likely to have occurred because operating income, net  
of expenses, is insufficient to make debt service payments on the related       
mortgage loan, it can be anticipated that the market value of that property will
be less than was anticipated when the related mortgage loan was originated. To  
the extent that the equity in the                                               

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property does not absorb the loss in market value and the loss is not covered by
other credit support, a loss may be experienced by the related trust fund.      

With respect to multifamily property consisting of an apartment building
owned by a Cooperative, the Cooperative's ability to meet debt service          
obligations on the mortgage 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 or commercial areas
the Cooperative might control. Unanticipated expenditures may in some cases have
to be paid by special assessments of the tenant-stockholders. The Cooperative's 
ability to pay the principal amount of the mortgage loan at maturity may depend 
on its ability to refinance the mortgage loan. The depositor, any unaffiliated  
seller and the servicer will have no obligation to provide refinancing for any  
such mortgage loan.                                                             

  The servicer or subservicer will treat a defaulted mortgage loan as having
been finally liquidated after all Liquidation Proceeds, Insurance Proceeds and  
other amounts that the servicer or subservicer expects to receive in connection 
with the liquidation have been received. Any Realized Loss will be allocated to 
the certificates in the manner set forth in the related prospectus supplement.  
Generally, amounts received after a Realized Loss has been allocated to the     
certificates will not be distributed to the certificateholders, however, if     
stated in the related prospectus supplement, amounts received after a Realized  
Loss has been allocated to the certificates may be distributed to the           
certificateholders.                                                             

Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted Contracts        

Each pooling and servicing agreement with respect to certificates       
representing interests in a contract pool will provide that, when any           
manufactured home securing a contract is about to be conveyed by the related    
obligor, the servicer, to the extent it has knowledge of the prospective        
conveyance and prior to the time of the consummation of the conveyance, may     
exercise its rights to accelerate the maturity of that contract under the       
applicable 'due-on-sale' clause, if any, unless it is not exercisable under     
applicable law. In that case, the servicer is authorized to take or enter into  
an assumption agreement from or with the person to whom the related manufactured
home has been or is about to be conveyed, pursuant to which that person becomes 
liable under the contract and, unless determined to be materially adverse to the
interests of certificateholders, with the prior approval of the related pool    
insurer, if any, to enter into a substitution of liability agreement with that  
person, pursuant to which the original obligor is released from liability and   
that person is substituted as obligor and becomes liable under the contract.    
Where authorized by the contract, the annual percentage rate may be increased,  
upon assumption, to the then-prevailing market rate, but shall not be decreased.

Under pooling and servicing agreement, the servicer will repossess or   
otherwise comparably convert the ownership of properties securing those of the  
related manufactured homes as come into and continue in default and as to which 
no satisfactory arrangements can be made for collection of delinquent payments. 
In connection with the repossession or other conversion, the servicer or        
subservicer will follow whatever practices and procedures it shall deem         
necessary or advisable and as shall be normal and usual in its general contract 
servicing activities. The servicer or subservicer, however, will not be required
to expend its own funds in connection with any repossession or towards the      
restoration of any property unless it determines:                               

o   that the restoration or repossession will increase the proceeds of  
   liquidation of the related contract to the certificateholders after
reimbursement to itself for the expenses; and                   

  o   that the expenses will be recoverable to it either through liquidation
proceeds or through insurance proceeds.                         

Servicing Compensation and Payment of Expenses                                  

   Under the pooling and servicing agreement for a series of certificates, the
depositor or the person or entity specified in the related prospectus supplement
and any servicer will be entitled to receive an amount described in that        
prospectus supplement. The servicer's primary compensation generally will be    
equal to a monthly servicing fee in the amount specified in the pooling and     
servicing agreement. Servicing compensation shall be payable by withdrawal from 
the related Servicing Account prior to deposit in the Certificate Account from  
interest payments on the mortgage loans or contracts, Insurance Proceeds,       
Liquidation Proceeds or letter of credit payments, as applicable. Additional    
servicing compensation in the form of prepayment charges, assumption fees, late 
payment charges or otherwise shall be retained by the                           

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subservicers and the servicer to the extent not required to be deposited in the 
Certificate Account. If the servicer subcontracts the servicing of specially    
serviced mortgage loans to a special servicer, the amount and calculation of the
fee payable to the special servicer will be set forth in the related prospectus 
supplement. Subservicers will also be entitled to receive servicing compensation
in addition to the servicing compensation to the extent described in the        
prospectus supplement.                                                          

The subservicers, any special servicer and the servicer will pay certain
expenses incurred in connection with the servicing of the mortgage loans or     
contracts, including, without limitation, payment of the insurance policy       
premiums and, in the case of the servicer, payment of the fees and disbursements
of the trustee, and any custodian selected by the trustee, the certificate      
register for the related series and independent accountants and payment of      
expenses incurred in enforcing the obligations of servicers and sellers. Certain
of these expenses may be reimbursable pursuant to the terms of the related      
pooling and servicing agreement. In addition, the servicer will be entitled to  
reimbursement of expenses incurred in enforcing the obligations of any special  
servicers, subservicers and any sellers under certain circumstances.            

As set forth in the preceding section, the subservicers, any special    
servicer and the servicer will be entitled to reimbursement for certain expenses
incurred by them in connection with the liquidation of defaulted mortgage loans 
or contracts. The related trust fund will suffer no loss by reason of those     
expenses to the extent claims are fully paid under the financial guaranty       
insurance policy, surety bond or letter of credit, if any, the related insurance
policies or from amounts in the reserve fund. In the event, however, that claims
are either not made or fully paid under a financial guaranty insurance policy,  
surety bond, letter of credit or insurance policies, or if coverage thereunder  
has ceased, or if amounts in the reserve fund are not sufficient to fully pay   
the losses, the related trust fund will suffer a loss to the extent that the    
Liquidation Proceeds, after reimbursement of the expenses of the subservicers or
the servicer, as the case may be, are less than the principal balance of the    
related mortgage loan or contract. In addition, the subservicers, a special     
servicer and the servicer will be entitled to reimbursement of expenditures     
incurred by them in connection with the restoration of a mortgaged property,    
Cooperative Dwelling or manufactured home. The right of reimbursement will be   
prior to the rights of the certificateholders to receive any payments under the 
financial guaranty insurance policy, surety bond or letter of credit, if any, or
from any related Insurance Proceeds, Liquidation Proceeds or amounts in the     
reserve fund.                                                                   

Under the applicable trust agreement, the trustee or a certificate      
administrator will be entitled to deduct, from distributions of interest with   
respect to the Mortgage Certificates, a specified percentage of the unpaid      
principal balance of each Mortgage Certificate as servicing compensation. The   
trustee or certificate administrator shall be required to pay all expenses,     
except as expressly provided in the related trust agreement, subject to limited 
reimbursement as provided in the related trust agreement.                       

Evidence as to Compliance                                                       

Each entity responsible for the servicing function will deliver to the  
depositor and the trustee, on or before the date specified in the pooling and   
servicing agreement, an officer's certificate stating that:                     

  o   a review of the activities of the servicer and the subservicers during
      the preceding calendar year and of their performance under the related
      pooling and servicing agreement has been made under the supervision of
that officer; and                                               

o   to the best of that officer's knowledge, based on the review, the   
     servicer and each subservicer has fulfilled all its obligations under
    the related pooling and servicing agreement, or, if there has been a
     failure in the fulfillment of any obligation, specifying such failure
known to that officer and the nature and status thereof.        

The officer's certificate shall be accompanied by a report on an assessment of  
compliance with the minimum servicing criteria established in Item 1122(a) of   
Regulation AB (the 'AB Servicing Criteria'). The AB Servicing Criteria include  
specific criteria relating to the following areas: general servicing            
considerations, cash collection and administration, investor remittances and    
reporting, and pool asset administration. Such report will indicate that the AB 
Servicing Criteria were used to test compliance on a platform level basis and   
will set out any material instances of noncompliance.                           

 Each entity responsible for the servicing function will also deliver with
its report on assessment of compliance, an attestation report from a firm of    
independent public accountants on the assessment of compliance with the AB      
Servicing Criteria.                                                             

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Copies of the annual reports of assessment of compliance, attestation   
reports, and statements of compliance may be obtained by securityholders without
charging upon written request to the servicer or trustee. These items will be   
filed with the issuing entity's annual report on Form 10-K, to the extent       
required under Regulation AB.                                                   

Certain Matters Regarding the Servicer, the Depositor, the Trustee and the      
Special Servicer                                                                

    The servicer under each pooling and servicing agreement will be named in the
applicable prospectus supplement. The entity acting as servicer may be a seller 
unaffiliated with the depositor and have other normal business relationships    
with the depositor and/or affiliates of the depositor or may be an affiliate of 
the depositor. In the event there is no servicer under a pooling and servicing  
agreement, all servicing of mortgage loans or contracts will be performed by a  
servicer pursuant to a servicing agreement, which will provide for servicing    
responsibilities similar to those described in this prospectus for a servicer   
acting pursuant to a pooling and servicing agreement.                           

The servicer may not resign from its obligations and duties under the   
pooling and servicing agreement except in connection with an assignment of its  
obligations and duties permitted by the pooling and servicing agreement or upon 
a determination that its duties thereunder are no longer permissible under      
applicable law. No resignation will become effective until the trustee or a     
successor servicer has assumed the servicer's obligations and duties under the  
pooling and servicing agreement.                                                

 The trustee under each pooling and servicing agreement or trust 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 and/or its affiliates and with the servicer and/or its affiliates.    

 The trustee may resign from its obligations under the related pooling and
servicing agreement or trust agreement at any time, in which event a successor  
trustee will be appointed. In addition, the depositor may remove the trustee if 
the trustee ceases to be eligible to act as trustee under the related pooling   
and servicing agreement or trust agreement or if the trustee becomes insolvent, 
at which time the depositor will become obligated to appoint a successor        
trustee. The trustee may also be removed at any time by the holders of          
certificates evidencing voting rights aggregating not less than 50% of the      
voting rights evidenced by the certificates of that series. Any resignation and 
removal of the trustee, and the appointment of a successor trustee, will not    
become effective until acceptance of the appointment by the successor trustee.  

On and after the time a servicer receives a notice of termination or the
resignation of a servicer, the trustee shall be the successor to the related    
servicer, but only in its capacity as servicer, and not in any other, and the   
transactions set forth or provided for therein and shall be subject to all the  
responsibilities, duties and liabilities relating thereto placed on the related 
servicer including the obligation to make Advances which have been or will be   
required to be made by the terms and provisions thereof. As compensation        
therefor, the trustee shall be entitled to all funds relating to the mortgage   
loans that the related servicer would have been entitled to charge to the       
Collection Account, provided that the terminated servicer shall nonetheless be  
entitled to payment or reimbursement to the extent that such payment or         
reimbursement relates to the period prior to termination of the related         
servicer. Notwithstanding the foregoing, if the trustee has become the successor
to a servicer, the trustee may, if it shall be unwilling to so act, or shall, if
it is prohibited by applicable law from making Advances, or if it is otherwise  
unable to so act, appoint, or petition a court of competent jurisdiction to     
appoint, any established mortgage loan servicing institution, which is also a   
Fannie Mae or Freddie Mac approved seller/servicer for first and second loans in
good standing, having a net worth of at least $10,000,000, as the successor to a
servicer in the assumption of all or any part of the responsibilities, duties or
liabilities of a servicer hereunder. Pending appointment of a successor to a    
servicer hereunder, the trustee, unless the trustee is prohibited by law from so
acting, shall act in such capacity as herein above provided. In connection with 
such appointment and assumption, the trustee may make such arrangements for the 
compensation of such successor out of payments on the related mortgage loans as 
it and such successor shall agree; provided, however, that no such compensation 
shall be in excess of the servicing fee. The trustee and such successor shall   
take such action, consistent with the related agreement, as shall be necessary  
to effectuate any such succession. Neither the trustee nor any other successor  
servicer shall be deemed to be in default by reason of any failure to make, or  
any delay in making, any distribution hereunder or any portion                  

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thereof or any failure to perform, or any delay in performing, any duties or    
responsibilities hereunder, in either case caused by the failure of the related 
servicer to deliver or provide, or any delay in delivering or providing, any    
cash, information, documents or records to it.                                  

  Each pooling and servicing agreement and trust agreement will also provide
that neither the depositor nor the servicer nor any director, officer, employee 
or agent of the depositor or the servicer or the trustee, ed 42 or any          
responsible officers of the trustee will be under any liability to the          
certificateholders, for the taking of any action or for refraining from the     
taking of any action in good faith pursuant to the pooling and servicing        
agreement, or for errors in judgment; provided, however, that none of the       
depositor, the servicer or the trustee nor any director, officer, employee or   
agent of the depositor or the servicer or the trustee, or any responsible       
officers of the trustee will be protected against, in the case of the servicer  
and the depositor, any breach of representations or warranties made by them, and
in the case of the servicer, the depositor and the trustee, against any         
liability that would otherwise be imposed by reason of willful misfeasance, bad 
faith or negligence in the performance of its duties or by reason of reckless   
disregard of its obligations and duties thereunder.                             

Each pooling and servicing agreement and trust agreement will further   
provide that the depositor, the servicer and the trustee and any director,      
officer and employee or agent of the depositor, the servicer or the trustee     
shall be entitled to indemnification, by the trust fund in the case of the      
depositor and servicer and by the servicer in the case of the trustee, and will 
be held harmless against any loss, liability or expense incurred in connection  
with any legal action relating to the applicable related pooling and servicing  
agreement or the certificates, and in the case of the trustee, resulting from   
any error in any tax or information return prepared by the servicer or from the 
exercise of any power of attorney granted pursuant to the pooling and servicing 
agreement, other than any loss, liability or expense related to any specific    
mortgage loan, contract or Mortgage Certificate, except any loss, liability or  
expense otherwise reimbursable pursuant to the applicable related pooling and   
servicing agreement, and any loss, liability or expense incurred by reason of   
willful misfeasance, bad faith or gross negligence (or, in the case of the      
trustee, negligence), in the performance of their duties thereunder or by reason
of reckless disregard of their obligations and duties thereunder. In addition,  
each related pooling and servicing agreement will provide that neither the      
depositor nor the servicer, as the case may be, will be under any obligation to 
appear in, prosecute or defend any legal action that is not incidental to its   
duties under the related pooling and servicing agreement and that in its opinion
may involve it in any expense or liability. The depositor or the servicer may,  
however, in their discretion, undertake any action deemed by them necessary or  
desirable with respect to the applicable related pooling and servicing agreement
and the rights and duties of the parties thereto and the interests of the       
certificateholders thereunder. In that event, the legal expenses and costs of an
action and any liability resulting therefrom will be expenses, costs and        
liabilities of the related trust fund, and the servicer or the depositor, as the
case may be, will be entitled to be reimbursed therefor out of the Certificate  
Account.                                                                        

 If the servicer subcontracts the servicing of specially serviced mortgage
loans to a special servicer, the standard of care for, and any indemnification  
to be provided to, the special servicer will be set forth in the related        
prospectus supplement or pooling and servicing agreement.                       

Events of Default                                                               

  Events of default under each pooling and servicing agreement will include:

  o   any failure to make a specified payment which continues unremedied, in
      most cases, for five business days after the giving of written notice;

o   any failure by the trustee, the subservicer or the servicer, as     
        applicable, duly to observe or perform in any material respect any other
     of its covenants or agreements in the pooling and servicing agreement
  which failure shall continue for 60 days, 15 days in the case of a
     failure to pay the premium for any insurance policy, or any breach of
        any representation and warranty made by the servicer or the subservicer,
       if applicable, which continues unremedied for 120 days after the giving
of written notice of the failure or breach; and                 

o   certain events of insolvency, readjustment of debt, marshalling of  
       assets and liabilities or similar proceedings regarding the servicer or
a subservicer, as applicable.                                   

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Rights Upon Event of Default                                                    

So long as an event of default with respect to a series of certificates 
remains unremedied, the depositor, the trustee or the holders of certificates   
evidencing not less than the percentage of the voting rights evidenced by the   
certificates of that series specified in the related pooling and servicing      
agreement may terminate all of the rights and obligations of the servicer under 
the pooling and servicing agreement and in and to the mortgage loans and        
contracts and the proceeds thereof, whereupon, subject to applicable law        
regarding the trustee's ability to make advances, the trustee or, if the        
depositor so notifies the trustee and the servicer, the depositor or its        
designee, will succeed to all the responsibilities, duties and liabilities of   
the servicer under the related pooling and servicing agreement and will be      
entitled to similar compensation arrangements. In the event that the trustee    
would be obligated to succeed the servicer but is unwilling or unable so to act,
it may appoint, or petition to a court of competent jurisdiction for the        
appointment of, a successor servicer. Pending an appointment, the trustee,      
unless prohibited by law from so acting, shall be obligated to act in that      
capacity. The trustee and the successor servicer may agree upon the servicing   
compensation to be paid to the successor servicer, which in no event may be     
greater than the compensation to the servicer under the related pooling and     
servicing agreement.                                                            

    Upon any such termination or appointment of a successor to the servicer, the
trustee shall give prompt written notice thereof to the certificateholders and  
to each rating agency. Within 60 days after the occurrence of any event of      
default, the trustee shall transmit by mail to all certificateholders notice of 
each such event of default actually known to the trustee, unless such event of  
default shall have been cured or waived.                                        

Amendment                                                                       

 Each pooling and servicing agreement may be amended by the depositor, the
servicer and the trustee, without the consent of the certificateholders:        

o   to cure any ambiguity;                                              

o   to correct or supplement any provision in that pooling and servicing
   agreement that may be inconsistent with any other provision in that
pooling and servicing agreement; or                             

o   to make any other provisions with respect to matters or questions   
      arising under the related pooling and servicing agreement that are not
       inconsistent with the provisions thereof, provided that the action will
 not adversely affect in any material respect the interests of any
certificateholder of the related series.                        

The related pooling and servicing agreement may also be amended by the  
depositor, the servicer and the trustee with the consent of holders of          
certificates evidencing not less than 66 2/3% of the voting rights evidenced by 
the certificates, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of that pooling and servicing       
agreement or of modifying in any manner the rights of the certificateholders;   
provided, however, that no amendment may:                                       

 (1) reduce in any manner the amount of, delay the timing of or change the
      manner in which payments received on or with respect to mortgage loans
and contracts are required to be distributed with respect to any
  certificate without the consent of the holder of that certificate;

    (2) adversely affect in any material respect the interests of the holders of
        a class or subclass of the senior certificates, if any, of a series in a
        manner other than that set forth in (1) above without the consent of the
       holders of the senior certificates of that class or subclass evidencing
not less than 66 2/3% of that class or subclass;                

    (3) adversely affect in any material respect the interests of the holders of
    the subordinated certificates, if any, of a series in a manner other
      than that set forth in (1) above without the consent of the holders of
        subordinated certificates evidencing not less than 66 2/3% of that class
or subclass; or                                                 

(4) reduce the aforesaid percentage of the certificates, the holders of 
      which are required to consent to the amendment, without the consent of
the holders of the class affected thereby.                      

 The servicer and any director, officer, employee or agent of the servicer
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any person respecting any matters arising under the transaction
documents.                                                                      

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Termination                                                                     

   The obligations created by the pooling and servicing agreement for a series
of certificates will terminate upon the earlier of:                             

(1) the repurchase of all mortgage loans or contracts and all property  
acquired by foreclosure of any mortgage loan or contract; and   

(2) the later of:                                                       

  o   the maturity or other liquidation of the last mortgage loan or
    contract subject thereto and the disposition of all property
       acquired upon foreclosure of any mortgage loan or contract; and

    o   the payment to the certificateholders of all amounts held by the
        servicer and required to be paid to them pursuant to the related
pooling and servicing agreement.                        

 The obligations created by the related pooling and servicing agreement or
trust agreement for a series of certificates will terminate upon the            
distribution to certificateholders of all amounts required to be distributed to 
them pursuant to that pooling and servicing agreement or trust agreement. In no 
event, however, will the trust created by either the related pooling and        
servicing agreement or the related trust agreement continue beyond the          
expiration of 21 years from the death of the last survivor of certain persons   
identified in the related pooling and servicing agreement or the related trust  
agreement.                                                                      

 For each series of certificates, the servicer will give written notice of
termination of the applicable related pooling and servicing agreement or trust  
agreement of each certificateholder, and the final distribution will be made    
only upon surrender and cancellation of the certificates at an office or agency 
specified in the notice of termination. After termination of the applicable     
related pooling and servicing agreement or trust agreement, the certificates    
will no longer accrue interest, and the only obligation of the trust fund       
thereafter will be to pay principal and accrued interest that was available to  
be paid on the date of termination, upon surrender of the related certificates. 
The trust fund and the certificateholders will have no obligation to the        
purchaser of the assets of the related trust fund with respect to the assets so 
purchased.                                                                      

 If stated in the related prospectus supplement, the pooling and servicing
agreement for each series of certificates will permit, but not require, the     
servicer or some other person as stated in the related prospectus supplement to 
repurchase from the trust fund for that series all remaining mortgage loans or  
contracts subject to the pooling and servicing agreement at a price specified in
that prospectus supplement. If stated in the related prospectus supplement, the 
repurchase price will be equal to:                                              

(1) the aggregate principal balance of the mortgage loans outstanding,  
including mortgage loans that have been foreclosed upon if the  
    Liquidation Proceeds have not yet been distributed, plus accrued and
unpaid interest thereon; or                                     

 (2) the aggregate outstanding principal balance of and accrued and unpaid
      interest on the mortgage loans outstanding, plus the fair market value
    of any mortgaged property acquired in foreclosure or deed-in-lieu of
        foreclosure if the Liquidation Proceeds in respect of that property have
not yet been received by or on behalf of the trust fund.        

The purchase price described in clause (2) above could result in one or more    
classes of certificates receiving less than their outstanding principal and     
accrued interest if the fair market value of the property is less than the      
outstanding principal and accrued interest on the related mortgage loan.        

   In the event that the depositor elects to treat the related trust fund as a
REMIC under the Code, any repurchase will be effected in compliance with the    
requirements of Section 860F(a)(4) of the Code, in order to constitute a        
'qualifying liquidation' under the Code. The exercise of any right to repurchase
will effect early retirement of the certificates of that series, but the right  
so to repurchase may be effected only on or after the aggregate principal       
balance of the mortgage loans or contracts for that series at the time of       
repurchase is less than a specified percentage, not greater than 10%, of the    
aggregate principal balance at the Cut-off Date for the series, or on or after  
the date set forth in the related prospectus supplement.                        

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Exchangeable Securities 

General                                                                         

   As the related prospectus supplement will discuss, some series will include
one or more classes of exchangeable securities. In any of these series, the     
holders of one or more of the classes of exchangeable securities will be        
entitled, after notice and payment to the trustee of an administrative fee, to  
exchange all or a portion of those classes for proportionate interests in one or
more of the other classes of exchangeable securities.                           

   If the related prospectus supplement describes the issuance of exchangeable
securities, all of these classes of exchangeable securities will be listed on   
the cover of the prospectus supplement. The classes of securities that are      
exchangeable for one another will be referred to in the related prospectus      
supplement as 'related' to each other, and each related grouping of exchangeable
securities will be referred to as a 'combination.' Each combination of          
exchangeable securities will be issued by the related trust fund and, in the    
aggregate, will represent a distinct combination of uncertificated interests in 
the trust fund. At any time after their initial issuance, any class of          
exchangeable securities may be exchanged for the related class or classes of    
exchangeable securities. In some cases, multiple classes of exchangeable        
securities may be exchanged for one or more classes of related exchangeable     
securities.                                                                     

 Descriptions in the related prospectus supplement about the securities of
that series, including descriptions of principal and interest distributions,    
registration and denomination of securities, credit enhancement, yield and      
prepayment considerations and tax, ERISA and legal investment considerations,   
will also apply to each class of exchangeable securities. The related prospectus
supplement will separately describe the yield and prepayment considerations     
applicable to, and the risks of investment in, each class of exchangeable       
securities in a combination. For example, separate decrement tables and yield   
tables, if applicable, will be included for each class of a combination of      
exchangeable securities.                                                        

Exchanges                                                                       

If a holder elects to exchange its exchangeable securities for related  
exchangeable securities the following three conditions must be satisfied:       

   o   the aggregate principal balance of the exchangeable securities received
in the exchange, immediately after the exchange, must equal the 
      aggregate principal balance, immediately prior to the exchange, of the
        exchanged securities -- for purposes of this condition, an interest only
class will have a principal balance of zero;                    

   o   the aggregate annual amount of interest, or the annual interest amount,
   payable with respect to the exchangeable securities received in the
exchange must equal the aggregate annual interest amount of the 
exchanged securities; and                                       

    o   the class or classes of exchangeable securities must be exchanged in the
   applicable proportions, if any, described in the related prospectus
supplement.                                                     

There are different types of combinations that can exist. Any individual
series of securities may have multiple types of combinations. Some examples of  
combinations include:                                                           

o   A class of exchangeable securities with an interest rate that varies
        directly with changes in an index and a class of exchangeable securities
     with an interest rate that varies indirectly with changes in an index
       may be exchangeable for a class of exchangeable securities with a fixed
      interest rate. In this case, the classes that vary with an index would
  produce, in the aggregate, an annual interest amount equal to that
   generated by the class with a fixed interest rate. In addition, the
      aggregate principal balance of the two classes that vary with an index
      would equal the principal balance of the class with the fixed interest
rate.                                                           

o   An interest only class and principal only class of exchangeable     
      securities may be exchangeable, together, for a class that is entitled
     to both principal and interest payments. The principal balance of the
       principal and interest class would be equal to the principal balance of
   the exchangeable principal only class, and the interest rate on the
principal and interest class would be a fixed rate              

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       that when applied to the principal balance of this class would generate
    an annual interest amount equal to the annual interest amount of the
exchangeable interest only class.                               

o   Two classes of principal and interest classes with different fixed  
 interest rates may be exchangeable, together, for a class that is
  entitled to both principal and interest payments, with a principal
     balance equal to the aggregate principal balance of the two exchanged
     classes, and a fixed interest rate that when applied to the principal
     balance of the exchanged for class, would generate an annual interest
amount equal to the aggregate annual interest amount of the two 
exchanged classes.                                              

These examples of combinations of exchangeable securities describe      
combinations of exchangeable securities which differ in their interest          
characteristics. In some series, a securityholder may be able to exchange its   
exchangeable securities for other exchangeable securities that have different   
principal payment characteristics. Examples of these types of combinations      
include:                                                                        

    o   A class of exchangeable securities that accretes all of its interest for
   a specified period, with the accreted amount added to the principal
      balance of the accreting class, and a class of exchangeable securities
that receives principal payments from these accretions may be   
     exchangeable, together, for a single class of exchangeable securities
that receives payments of principal continuously from the first 
    distribution date on which it receives interest until it is retired.

    o   A class of exchangeable securities that is designed to receive principal
  payments in accordance with a predetermined schedule, or a planned
    amortization class, and a class of exchangeable securities that only
        receives principal payments on a distribution date if scheduled payments
      have been made on the planned amortization class, may be exchangeable,
        together, for a class of exchangeable securities that receives principal
        payments without regard to the schedule from the first distribution date
on which it receives principal until it is retired.             

   A number of factors may limit the ability of an exchangeable securityholder
to effect an exchange. For example, the securityholder must own, at the time of 
the proposed exchange, the class or classes necessary to make the exchange in   
the necessary proportions. If a securityholder does not own the necessary       
classes or does not own the necessary classes in the proper proportions, the    
securityholder may not be able to obtain the desired class of exchangeable      
securities. The securityholder desiring to make the exchange may not be able to 
purchase the necessary class from the then-current owner at a reasonable price  
or the necessary proportion of the needed class may no longer be available due  
to principal payments or prepayments that have been applied to that class.      

Procedures                                                                      

   The related prospectus supplement will describe the procedures that must be
followed to make an exchange. A securityholder will be required to provide      
notice to the trustee five business days prior to the proposed exchange date or 
as otherwise specified in the related prospectus supplement. The notice must    
include the outstanding principal or notional amount of the securities to be    
exchanged and to be received, and the proposed exchange date. When the trustee  
receives this notice, it will provide instructions to the securityholder        
regarding delivery of the securities and payment of the administrative fee. A   
securityholder's notice to the trustee will become irrevocable on the second    
business day prior to the proposed exchange date. Any exchangeable securities in
book-entry form will be subject to the rules, regulations and procedures        
applicable to DTC's book-entry securities.                                      

 If the related prospectus supplement describes exchange proportions for a
combination of classes of exchangeable securities, these proportions will be    
based on the original, rather than the outstanding, principal or notional       
amounts of these classes.                                                       

  The first payment on an exchangeable security received in an exchange will
be made on the distribution date in the month following the month of the        
exchange or as otherwise described in the related prospectus supplement. This   
payment will be made to the securityholder of record as of the applicable record
date.                                                                           

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Credit Support

  Credit support for a series of certificates may be provided by one or more
financial guaranty insurance policies, surety bonds or letters of credit, the   
issuance of subordinated classes or subclasses of certificates, which may, if   
stated in the related prospectus supplement, be issued in notional amounts, the 
provision for shifting interest credit enhancement, the establishment of a      
reserve fund, interest rate swaps and yield supplement agreements, performance  
bonds, or any combination of the foregoing, in addition to, or in lieu of, the  
insurance arrangements set forth in this prospectus under 'Description of       
Insurance.' The amount and method of credit support will be set forth in the    
prospectus supplement with respect to a series of certificates.                 

 For any series of securities backed by Trust Balances of revolving credit
loans, the credit support provided with respect to the securities will cover any
portion of any losses allocated to the Trust Balances, to the extent that credit
support is available to cover losses otherwise allocable to those securities,   
subject to any limitations described in this prospectus and in the related      
prospectus supplement.                                                          

Financial Guaranty Insurance Policies; Surety Bonds                             

  The depositor may obtain one or more financial guaranty insurance policies
or surety bonds issued by insurers or other parties acceptable to the rating    
agency or agencies rating the securities of a series. Any such policy or surety 
bond may provide payments to the holders of only one or more classes of         
securities of a series, as specified in the applicable prospectus supplement.   

Unless specified in the prospectus supplement, a financial guaranty     
insurance policy or surety bond will be unconditional and irrevocable and will  
guarantee to holders of the applicable securities that an amount equal to the   
full amount of payments due to these holders will be received by the trustee or 
its agent on behalf of the holders for payment on each payment date. The        
specific terms of any financial guaranty insurance policy or surety bond will be
described in the accompanying prospectus supplement. A financial guaranty       
insurance policy or surety bond may have limitations and, in most cases, will   
not insure the obligation of the sellers or the depositor to purchase or        
substitute for a defective trust asset and will not guarantee any specific rate 
of principal prepayments or cover specific interest shortfalls. In most cases,  
the insurer will be subrogated to the rights of each holder to the extent the   
insurer makes payments under the financial guaranty insurance policy.           

Letters of Credit                                                               

    The letters of credit, if any, with respect to a series of certificates will
be issued by the bank or financial institution specified in the related         
prospectus supplement. The maximum obligation of the letter of credit bank under
the related letter of credit will be to honor requests for payment in an        
aggregate fixed dollar amount, net of unreimbursed payments previously made     
under the letter of credit, equal to the percentage of the aggregate principal  
balance on the related Cut-off Date of the mortgage loans or contracts evidenced
by each series specified in the prospectus supplement for that series. The      
duration of coverage and the amount and frequency of any reduction in coverage  
provided by the letter of credit with respect to a series of certificates will  
be in compliance with the requirements established by the related Rating Agency 
and will be set forth in the prospectus supplement relating to that series of   
certificates. The amount available under the letter of credit in all cases shall
be reduced to the extent of the unreimbursed payments previously made under the 
letter of credit. The obligations of the letter of credit bank under the letter 
of credit for each series of certificates will expire 30 days after the latest  
of the scheduled final maturity dates of the mortgage loans or contracts in the 
related mortgage pool or contract pool or the repurchase of all mortgage loans  
or contracts in the mortgage pool or contract pool, or on another date specified
in the related prospectus supplement.                                           

    If stated in the applicable prospectus supplement, under the related pooling
and servicing agreement, the servicer will be required not later than three     
business days prior to each distribution date to determine whether a payment    
under the letter of credit will be necessary on the distribution date and will, 
no later than the third business day prior to that distribution date, advise the
letter of credit bank and the trustee of its determination, stating the amount  
of any required payment. On the distribution date, the letter of                

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credit bank will be required to honor the trustee's request for payment in an   
amount equal to the lesser of:                                                  

o   the remaining amount available under the letter of credit; and      

o   the outstanding principal balances of any Liquidating Loans to be   
    assigned on that distribution date, together with accrued and unpaid
       interest thereon at the related mortgage rate or annual percentage rate
to the related due date.                                        

The proceeds of payments under the letter of credit will be deposited into the  
Certificate Account and will be distributed to certificateholders, in the manner
specified in the related prospectus supplement, on that distribution date,      
except to the extent of any unreimbursed Advances, servicing compensation due to
the subservicers and the servicer and other amounts payable to the depositor or 
the person or entity named in the applicable prospectus supplement.             

 If at any time the letter of credit bank makes a payment in the amount of
the full outstanding principal balance and accrued interest on a Liquidating    
Loan, it will be entitled to receive an assignment by the trustee of that       
Liquidating Loan, and the letter of credit bank will thereafter own the         
Liquidating Loan free of any further obligation to the trustee or the           
certificateholders with respect to that loan. Payments made to the Certificate  
Account by the letter of credit bank under the letter of credit with respect to 
a Liquidating Loan will be reimbursed to the letter of credit bank only from the
proceeds, net of liquidation costs, of that Liquidating Loan. The amount        
available under the letter of credit will be increased to the extent it is      
reimbursed for those payments.                                                  

   To the extent the proceeds of liquidation of a Liquidating Loan acquired by
a letter of credit bank in the manner described in the preceding paragraph      
exceed the amount of payments made with respect thereto, the letter of credit   
bank will be entitled to retain the proceeds as additional compensation for     
issuance of the letter of credit.                                               

Prospective purchasers of certificates of a series with respect to which
credit support is provided by a letter of credit must look to the credit of the 
letter of credit bank, to the extent of its obligations under the letter of     
credit, in the event of default by mortgagors or obligors. If the amount        
available under the letter of credit is exhausted, or the letter of credit bank 
becomes insolvent, and amounts in the reserve fund, if any, with respect to that
series are insufficient to pay the entire amount of the loss and still be       
maintained at the level specified in the related prospectus supplement, the     
certificateholders, in the priority specified in the related prospectus         
supplement, will thereafter bear all risks of loss resulting from default by    
mortgagors or obligors, including losses not covered by insurance, and must look
primarily to the value of the properties securing defaulted mortgage loans or   
contracts for recovery of the outstanding principal and unpaid interest.        

Subordinated Certificates                                                       

To the extent of the Subordinated Amount as specified in the applicable 
prospectus supplement, credit support may be provided by the subordination of   
the rights of the holders of one or more classes or subclasses of certificates  
to receive distributions with respect to the mortgage loans in the mortgage pool
or contracts in the contract pool underlying that series, to the rights of      
senior certificateholders or holders of one or more classes or subclasses of    
subordinated certificates of that series to receive distributions. In such a    
case, credit support may also be provided by the establishment of a reserve     
fund, as described in ' -- Reserve Fund.' The Subordinated Amount will be       
reduced by an amount equal to the aggregate amount of Realized Losses that have 
occurred in the mortgage pool or contract pool. If stated in the related        
prospectus supplement, the Subordinated Amount will decline over time in        
accordance with a schedule which will also be set forth in the related          
prospectus supplement.                                                          

Shifting Interest                                                               

If stated in the prospectus supplement for a series of certificates for 
which credit enhancement is provided by shifting interest as described in this  
section, the rights of the holders of subordinated certificates of that series  
to receive distributions with respect to the mortgage loans or contracts in the 
related trust fund will be subordinated to the right of the holders of senior   
certificates of that series to                                                  

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receive distributions to the extent described in that prospectus supplement.    
This subordination feature is intended to enhance the likelihood of regular     
receipt by holders of senior certificates of the full amount of scheduled       
monthly payments of principal and interest due them and to provide limited      
protection to the holders of senior certificates against losses due to mortgagor
defaults.                                                                       

    The protection afforded to the holders of senior certificates of a series by
the shifting interest subordination feature will be effected by distributing to 
the holders of senior certificates a disproportionately greater percentage of   
prepayments of principal on the related mortgage loans, contracts or mortgage   
loans underlying the related Mortgage Certificates. The initial percentage of   
principal to be received by the senior certificates for a series will be the    
percentage specified in the related prospectus supplement and will decrease in  
accordance with the schedule and subject to the conditions stated in that       
prospectus supplement. This disproportionate distribution of prepayments of     
principal on the related mortgage loans, contracts or mortgage loans underlying 
the related Mortgage Certificates will have the effect of accelerating the      
amortization of the senior certificates while increasing the respective interest
of the subordinated certificates in the mortgage pool or contract pool.         
Increasing the respective interest of the subordinated certificates relative to 
that of the senior certificates is intended to preserve the availability of the 
benefits of the subordination provided by the subordinated certificates.        

Overcollateralization                                                           

  If stated in the applicable prospectus supplement, interest collections on
the mortgage loans or contracts may exceed interest payments on the securities  
for the related distribution date. To the extent such excess interest is applied
as principal payments on the securities, the effect will be to reduce the       
principal balance of the securities relative to the outstanding balance of the  
mortgage loan or contract, thereby creating overcollateralization and additional
protection to the securityholders, if and to the extent specified in the        
accompanying prospectus supplement.                                             

Derivatives                                                                     

   The trust fund may include one or more derivative instruments, as described
in this section. All derivative instruments included in any trust fund will be  
used only in a manner that reduces or alters risk resulting from the mortgage   
loans or other assets in the pool, and only in a manner such that the return on 
the offered securities will be based primarily on the performance of the        
mortgage loans or other assets in the pool. Derivative instruments may include  
1) interest rate swaps (or caps, floors and collars) and yield supplement       
agreements as described below, 2) currency swaps and 3) market value swaps that 
are referenced to the value of one or more of the mortgage loans or other assets
included in the trust fund or to a class of offered securities.                 

An interest rate swap is an agreement between two parties to exchange a 
stream of interest payments on an agreed hypothetical or 'notional' principal   
amount. No principal amount is exchanged between the counterparties to an       
interest rate swap. In the typical swap, one party agrees to pay a fixed rate on
a notional principal amount, while the counterparty pays a floating rate based  
on one or more reference interest rates including the London Interbank Offered  
Rate or, LIBOR, a specified bank's prime rate or U.S. Treasury Bill rates.      
Interest rate swaps also permit counterparties to exchange a floating rate      
obligation based on one reference interest rate (such as LIBOR) for a floating  
rate obligation based on another referenced interest rate (such as U.S. Treasury
Bill rates). An interest rate cap, collar or floor is an agreement where the    
counterparty agrees to make payments representing interest on a notional        
principal amount when a specified reference interest rate is above a strike     
rate, outside of a range of strike rates, or below a strike rate as specified in
the agreement, generally in exchange for a fixed amount paid to the counterparty
at the time the agreement is entered into. A yield supplement agreement is a    
type of cap agreement, and is substantially similar to a cap agreement as       
described above.                                                                

 The trustee on behalf of a trust fund may enter into interest rate swaps,
caps, floors and collars, or yield supplement agreements, to minimize the risk  
to securityholders from adverse changes in interest rates or to provide         
supplemental credit support. Cap agreements and yield supplement agreements may 
be entered into to supplement the interest rate or other rates available to make
interest payments on one or more classes of the securities of any series.       

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    A market value swap might be used in a structure where the pooled assets are
hybrid ARMs, or mortgage loans that provide for a fixed rate period and then    
convert by their terms to adjustable rate loans. Such a structure might provide 
that at a specified date near the end of the fixed rate period, the investors   
must tender their securities to the trustee who will then transfer the          
securities to other investors in a mandatory auction procedure. The market value
swap would ensure that the original investors would receive at least par at the 
time of tender, by covering any shortfall between par and the then current      
market value of their securities.                                               

   Under a mandatory auction procedure, the auction administrator will solicit
bids for purchase of the securities in the secondary market from dealers and    
institutional investors. The sponsor and depositor and their affiliates are not 
allowed to bid in an auction. There is no minimum required bid. If bids are     
received for the entire amount of the securities subject to the mandatory       
auction, then the auction will have been successful and the securities will be  
sold to the highest bidders. The prices at which the securities are sold through
this procedure will be used as the value of the securities for purposes of the  
market value swap. If the total auction price is less than par, the market value
swap counterparty will pay the shortfall. If the total auction price is greater 
than par, then the counterparty will receive the excess. If the total auction   
price is less than par, the original investors in the securities will receive   
the auction price plus the market value swap proceeds, which together will equal
par.                                                                            

 The mandatory auction will close if sufficient bids are received covering
all of the offered securities that are subject to the mandatory auction, and if 
the market value swap covers any shortfall from par. If these conditions are not
met, then the auction will have failed and the original investors will retain   
their securities. If these conditions are met, then the auction will close, and 
the original investors will be obligated to tender their securities and will    
receive the required par purchase price. If the offered securities are          
registered in book entry form, then the tender will take place through the book 
entry facilities, with no action required on the investor's part. When the      
mandatory auction closes and the original investors tender their securities and 
receive the par purchase price, the offered securities remain outstanding, and  
continue to receive distributions in accordance with their original terms.      

    The terms of any derivative product agreement and any counterparties will be
described in the accompanying prospectus supplement.                            

  The swap market has grown substantially in recent years with a significant
number of banks and financial service firms acting both as principals and as    
agents utilizing standardized swap documentation. Caps, floors and collars are  
more recent innovations, and they are less liquid than other swaps.             

 Any derivative contracts will be documented based upon the standard forms
provided by the International Swaps and Derivatives Association, or ISDA. These 
forms generally consist of an ISDA master agreement, a schedule to the master   
agreement, and a confirmation, although in some cases the schedule and          
confirmation will be combined in a single document and the standard ISDA master 
agreement will be incorporated therein by reference. Standard ISDA definitions  
also will be incorporated by reference. Each confirmation will provide for      
payments to be made by the derivative counterparty to the trust, and in some    
cases by the trust to the derivative counterparty, generally based upon         
specified notional amounts and upon differences between specified interest rates
or values. For example, the confirmation for an interest rate cap agreement will
contain a schedule of fixed interest rates, generally referred to as strike     
rates, and a schedule of notional amounts, for each distribution date during the
term of the interest rate cap agreement. The confirmation also will specify a   
reference rate, generally a floating or adjustable interest rate, and will      
provide that payments will be made by the derivative counterparty to the trust  
on each distribution date, based on the notional amount for that distribution   
date and the excess, if any, of the specified reference rate over the strike    
rate for that distribution date.                                                

In the event of the withdrawal of the credit rating of a derivative     
counterparty or the downgrade of such credit rating below levels specified in   
the derivative contract (where the derivative contract is relevant to the       
ratings of the offered securities, such levels generally are set by the rating  
agencies rating the offered securities), the derivative counterparty may be     
required to post collateral for the performance of its obligations under the    
derivative contract, or to take certain other measures intended to assure       
performance of those obligations. Posting of collateral will be documented using
the ISDA Credit Support Annex.                                                  

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There can be no assurance that the trust will be able to enter into     
derivatives at any specific time or at prices or on other terms that are        
advantageous. In addition, although the terms of the derivatives may provide for
termination under some circumstances, there can be no assurance that the trust  
will be able to terminate a derivative when it would be economically            
advantageous to the trust to do so.                                             

Purchase Obligations                                                            

  Some of the mortgage loans or contracts and classes of certificates of any
series, as specified in the related prospectus supplement, may be subject to a  
purchase obligation. The terms and conditions of each purchase obligation,      
including the purchase price, timing and payment procedure, will be described in
the related prospectus supplement. A purchase obligation with respect to        
mortgage loans or contracts may apply to the related mortgage loans or contracts
or to the related certificates. Each purchase obligation may be a secured or    
unsecured obligation of its provider, which may include a bank or other         
financial institution or an insurance company. Each purchase obligation will be 
evidenced by an instrument delivered to the trustee for the benefit of the      
applicable certificateholders of the related series. Each purchase obligation   
with respect to mortgage loans or contracts will be payable solely to the       
trustee for the benefit of the certificateholders of the related series, or if  
stated in the related prospectus supplement, to some other person. Other        
purchase obligations may be payable to the trustee or directly to the holders of
the certificates to which the obligations relate.                               

Reserve Fund                                                                    

   If stated in the related prospectus supplement, credit support with respect
to a series of certificates may be provided by the establishment and maintenance
with the trustee, in trust, of a reserve fund for that series. Generally, the   
reserve fund for a series will not be included in the trust fund for that       
series, however if stated in the related prospectus supplement the reserve fund 
for a series may be included in the trust fund for that series. The reserve fund
for each series will be created by the depositor and shall be funded by:        

   o   the retention by the servicer of certain payments on the mortgage loans
or contracts;                                                   

o   the deposit with the trustee, in escrow, by the depositor of a      
       subordinated pool of mortgage loans or manufactured housing conditional
  sales contracts and installment loan agreements with the aggregate
   principal balance, as of the related Cut-off Date, set forth in the
related prospectus supplement;                                  

o   an Initial Deposit;                                                 

o   any combination of the foregoing; or                                

o   some other manner as specified in the related prospectus supplement.

    Following the initial issuance of the certificates of a series and until the
balance of the reserve fund first equals or exceeds the Required Reserve, the   
servicer will retain specified distributions on the mortgage loans or contracts,
and/or on the mortgage loans or contracts in a subordinated pool, otherwise     
distributable to the holders of subordinated certificates and deposit those     
amounts in the reserve fund. After the amounts in the reserve fund for a series 
first equal or exceed the applicable Required Reserve, the servicer will retain 
such distributions and deposit so much of those amounts in the reserve fund as  
may be necessary, after the application of distributions to amounts due and     
unpaid on the certificates or on the certificates of that series to which the   
applicable class or subclass of subordinated certificates are subordinated and  
the reimbursement of unreimbursed Advances and liquidation expenses, to maintain
the reserve fund at the Required Reserve. The balance in the reserve fund in    
excess of the Required Reserve shall be paid to the applicable class or subclass
of subordinated certificates, or to another specified person or entity, as set  
forth in the related prospectus supplement, and shall be unavailable thereafter 
for future distribution to certificateholders of any class. The prospectus      
supplement for each series will set forth the amount of the Required Reserve    
applicable from time to time. The Required Reserve may decline over time in     
accordance with a schedule which will also be set forth in the related          
prospectus supplement.                                                          

Amounts held in the reserve fund for a series from time to time will    
continue to be the property of the subordinated certificateholders of the       
classes or subclasses specified in the related prospectus                       

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supplement until withdrawn from the reserve fund and transferred to the         
Certificate Account as described below. If on any distribution date the amount  
in the Certificate Account available to be applied to distributions on the      
senior certificates of that series, after giving effect to any Advances made by 
the subservicers or the servicer on the related distribution date, is less than 
the amount required to be distributed to the senior certificateholders on that  
distribution date, the servicer will withdraw from the reserve fund and deposit 
into the Certificate Account the lesser of:                                     

o   the entire amount on deposit in the reserve fund available for      
       distribution to the senior certificateholders, which amount will not in
any event exceed the Required Reserve; or                       

 o   the amount necessary to increase the funds in the Certificate Account
  eligible for distribution to the senior certificateholders on that
        distribution date to the amount required to be distributed to the senior
certificateholders on that distribution date;                   

provided, however, that in no event will any amount representing investment     
earnings on amounts held in the reserve fund be transferred into the Certificate
Account or otherwise used in any manner for the benefit of the senior           
certificateholders.                                                             

    Generally, whenever amounts on deposit in the reserve fund are less than the
Required Reserve, holders of the subordinated certificates of the applicable    
class or subclass will not receive any distributions with respect to the        
mortgage loans or contracts other than amounts attributable to any income       
resulting from investment of the reserve fund as described below, however, if   
stated in the related prospectus supplement, holders of the subordinated        
certificates of the applicable class or subclass may receive distributions with 
respect to the mortgage loans or contracts when amounts on deposit in the       
reserve fund are less than the Required Reserve. If specified in the applicable 
prospectus supplement, whether or not amounts on deposit in the reserve fund    
exceed the Required Reserve on any distribution date, the holders of the        
subordinated certificates of the applicable class or subclass are entitled to   
receive from the Certificate Account their share of the proceeds of any mortgage
loan or contract, or any property acquired in respect thereof, repurchased by   
reason of defective documentation or the breach of a representation or warranty 
pursuant to the pooling and servicing agreement.                                

    If specified in the applicable prospectus supplement, amounts in the reserve
fund shall be applied in the following order:                                   

(1)  to the reimbursement of Advances determined by the servicer and the
    subservicers to be otherwise unrecoverable, other than Advances of
  interest in connection with prepayments in full, repurchases and
         liquidations, and the reimbursement of liquidation expenses incurred by
         the subservicers and the servicer if sufficient funds for reimbursement
   are not otherwise available in the related Servicing Accounts and
Certificate Account;                                          

    (2)  to the payment to the holders of the senior certificates of that series
      of amounts distributable to them on the related distribution date in
    respect of scheduled payments of principal and interest due on the
         related due date to the extent that sufficient funds in the Certificate
Account are not available therefor; and                       

    (3)  to the payment to the holders of the senior certificates of that series
        of the principal balance or purchase price, as applicable, of mortgage
     loans or contracts repurchased, liquidated or foreclosed during the
period ending on the day prior to the due date to which that  
       distribution relates and interest thereon at the related Pass-Through
      Rate, to the extent that sufficient funds in the Certificate Account
are not available therefor.                                   

    Amounts in the reserve fund in excess of the Required Reserve, including any
investment income on amounts in the reserve fund, as set forth below, shall then
be released to the holders of the subordinated certificates, or to some other   
person as is specified in the applicable prospectus supplement, as set forth    
above.                                                                          

   Funds in the reserve fund for a series shall be invested as provided in the
related pooling and servicing agreement in Eligible Investments. The earnings on
those investments will be withdrawn and paid to the holders of the applicable   
class or subclass of subordinated certificates in accordance with their         
respective interests in the reserve fund in the priority specified in the       
related prospectus supplement. Investment income in the reserve fund is not     
available for distribution to the holders of the senior                         

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certificates of that series or otherwise subject to any claims or rights of the 
holders of the applicable class or subclass of senior certificates. Eligible    
Investments for monies deposited in the reserve fund will be specified in the   
pooling and servicing agreement for a series of certificates for which a reserve
fund is established and generally will be limited to investments acceptable to  
the related Rating Agency from time to time as being consistent with its        
outstanding rating of the certificates. With respect to a reserve fund, Eligible
Investments will be limited, however, to obligations or securities that mature  
at various time periods according to a schedule in the related pooling and      
servicing agreement based on the current balance of the reserve fund at the time
of the investment or the contractual commitment providing for the investment.   

 The time necessary for the reserve fund of a series to reach and maintain
the applicable Required Reserve at any time after the initial issuance of the   
certificates of that series and the availability of amounts in the reserve fund 
for distributions on the related certificates will be affected by the           
delinquency, foreclosure and prepayment experience of the mortgage loans or     
contracts in the related trust fund and/or in the subordinated pool and         
therefore cannot be accurately predicted.                                       

Performance Bond                                                                

    If stated in the related prospectus supplement, the servicer may be required
to obtain a performance bond that would provide a guarantee of the performance  
by the servicer of one or more of its obligations under the related pooling and 
servicing agreement, including its obligation to advance delinquent installments
of principal and interest on mortgage loans or contracts and its obligation to  
repurchase mortgage loans or contracts in the event of a breach by the servicer 
of a representation or warranty contained in the related pooling and servicing  
agreement. In the event that the outstanding credit rating of the obligor of the
performance bond is lowered by the related Rating Agency, with the result that  
the outstanding rating on the certificates would be reduced by the related      
Rating Agency, the servicer will be required to secure a substitute performance 
bond issued by an entity with a rating sufficient to maintain the outstanding   
rating on the certificates or to deposit and maintain with the trustee cash in  
the amount specified in the applicable prospectus supplement.                   

Description of Insurance

  To the extent that the applicable prospectus supplement does not expressly
provide for a form of credit support specified above in lieu of some or all of  
the insurance mentioned below, the following paragraphs on insurance shall apply
with respect to the mortgage loans included in the related trust fund. To the   
extent described in the related prospectus supplement, each manufactured home   
that secures a contract will be covered by a standard hazard insurance policy   
and other insurance policies. Any material changes in insurance from the        
description that follows will be set forth in the applicable prospectus         
supplement.                                                                     

Primary Mortgage Insurance Policies                                             

  To the extent specified in the related prospectus supplement, each pooling
and servicing agreement will require the subservicer to cause a primary mortgage
insurance policy to be maintained in full force and effect with respect to each 
mortgage loan that is secured by a single family property requiring the         
insurance and to act on behalf of the related insured with respect to all       
actions required to be taken by the insured under each primary mortgage         
insurance policy. Generally, a primary mortgage insurance policy covers the     
amount of the unpaid principal balance of the mortgage loan over 75% of the     
value of the mortgaged property at origination. Primary mortgage insurance      
policies are generally permitted or required to be terminated when the unpaid   
principal balance of the mortgage loan is reduced to 80% of the value of the    
mortgaged property at the time of origination. Any primary credit insurance     
policies relating to the contracts underlying a series of certificates will be  
described in the related prospectus supplement.                                 

    The amount of a claim for benefits under a primary mortgage insurance policy
covering a mortgage loan in the related mortgage pool generally will consist of 
the insured portion of the unpaid principal amount of the covered mortgage loan 
and accrued and unpaid interest thereon and reimbursement of certain expenses,  
less:                                                                           

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o   all rents or other payments collected or received by the related    
      insured, other than the proceeds of hazard insurance, that are derived
from or in any way related to the mortgaged property;           

 o   hazard insurance proceeds in excess of the amount required to restore
        the mortgaged property and which have not been applied to the payment of
the related mortgage loan;                                      

o   amounts expended but not approved by the primary mortgage insurer;  

o   claim payments previously made by the primary mortgage insurer; and 

o   unpaid premiums.                                                    

As conditions precedent to the filing of or payment of a claim under a  
primary mortgage insurance policy covering a mortgage loan in the related       
mortgage pool, the related insured generally will be required to, in the event  
of default by the mortgagor:                                                    

(1) advance or discharge:                                               

(A) all hazard insurance premiums; and                          

(B) as necessary and approved in advance by the primary mortgage
insurer:                                                                

o   real estate property taxes;                         

          o   all expenses required to preserve, repair and prevent waste to
               the mortgaged property so as to maintain the mortgaged property
                in at least as good a condition as existed at the effective date
            of such primary mortgage insurance policy, ordinary wear and
tear excepted;                                  

o   property sales expenses;                            

    o   any outstanding liens, as defined in the related primary
         mortgage insurance policy, on the mortgaged property; and

   o   foreclosure costs, including court costs and reasonable
attorneys' fees;                                

(2) in the event of a physical loss or damage to the mortgaged property,
       have the mortgaged property restored and repaired to at least as good a
 condition as existed at the effective date of the related primary
mortgage insurance policy, ordinary wear and tear excepted; and 

 (3) tender to the primary mortgage insurer good and merchantable title to
and possession of the mortgaged property.                       

 Other provisions and conditions of each primary mortgage insurance policy
covering a mortgage loan in the related mortgage pool generally will provide    
that:                                                                           

   (1) no change may be made in the terms of the related mortgage loan without
the consent of the primary mortgage insurer;                    

  (2) written notice must be given to the primary mortgage insurer within 10
days after the related insured becomes aware that a mortgagor is
delinquent in the payment of a sum equal to the aggregate of two
      scheduled monthly payments due under the related mortgage loan or that
   any proceedings affecting the mortgagor's interest in the mortgaged
      property securing the mortgage loan have commenced, and thereafter the
      insured must report monthly to the primary mortgage insurer the status
      of any mortgage loan until the mortgage loan is brought current, those
proceedings are terminated or a claim is filed;                 

    (3) the primary mortgage insurer will have the right to purchase the related
      mortgage loan, at any time subsequent to the 10 days' notice described
      in (2) above and prior to the commencement of foreclosure proceedings,
     at a price equal to the unpaid principal amount of the mortgage loan,
     plus accrued and unpaid interest and reimbursable amounts expended by
   the related insured for the real estate taxes and fire and extended
       coverage insurance on the mortgaged property for a period not exceeding
  12 months, and less the sum of any claim previously paid under the
      primary mortgage insurance policy and any due and unpaid premiums with
respect to that policy;                                         

   (4) the insured must commence proceedings at certain times specified in the
       primary mortgage insurance policy and diligently proceed to obtain good
   and merchantable title to and possession of the mortgaged property;

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(5) the related insured must notify the primary mortgage insurer of the 
      price specified in (3) above at least 15 days prior to the sale of the
 mortgaged property by foreclosure, and bid that amount unless the
primary mortgage insurer specifies a lower or higher amount; and

    (6) the related insured may accept a conveyance of the mortgaged property in
 lieu of foreclosure with written approval of the primary mortgage
      insurer provided the ability of the insured to assign specified rights
to the primary mortgage insurer are not thereby impaired or the 
specified rights of the primary mortgage insurer are not thereby
adversely affected.                                             

Any rents or other payments collected or received by the related insured
which are derived from or are in any way related to the mortgaged property will 
be deducted from any claim payment.                                             

FHA Insurance and VA Guarantees                                                 

    The FHA is responsible for administering various federal programs, including
mortgage insurance, authorized under the National Housing Act, as amended, and  
the United States Housing Act of 1937, as amended. Any FHA insurance or VA      
guarantees relating to contracts underlying a series of certificates will be    
described in the related prospectus supplement.                                 

  The insurance premiums for FHA Loans are collected by HUD approved lenders
or by the servicers of the FHA Loans and are paid to the FHA. The regulations   
governing FHA single-family mortgage insurance programs provide that insurance  
benefits are payable either upon foreclosure, or other acquisition of           
possession, and conveyance of the mortgaged premises to HUD or upon assignment  
of the defaulted FHA Loan to HUD. With respect to a defaulted FHA Loan, the     
servicer of that FHA Loan will be limited in its ability to initiate foreclosure
proceedings. When it is determined, either by the servicer or HUD, that default 
was caused by circumstances beyond the mortgagor's control, the servicer will be
expected to make an effort to avoid foreclosure by entering, if feasible, into  
one of a number of available forms of forbearance plans with the mortgagor.     
Forbearance plans may involve the reduction or suspension of scheduled mortgage 
payments for a specified period, with payments to be made upon or before the    
maturity date of the mortgage, or the recasting of payments due under the       
mortgage up to or beyond the scheduled maturity date. In addition, when a       
default caused by circumstances beyond the mortgagor's control is accompanied by
certain other criteria, HUD may provide relief by making payments to the        
servicer of the related mortgage loan in partial or full satisfaction of amounts
due thereunder, which payments are to be repaid by the mortgagor to HUD, or by  
accepting assignment of the mortgage loan from the servicer. With certain       
exceptions, at least three full monthly installments must be due and unpaid     
under the mortgage loan, and HUD must have rejected any request for relief from 
the mortgagor before the servicer may initiate foreclosure proceedings.         

HUD has the option, in most cases, to pay insurance claims in cash or in
debentures issued by HUD. Presently, claims are being paid in cash, and claims  
have not been paid in debentures since 1965. HUD debentures issued in           
satisfaction of FHA insurance claims bear interest at the applicable HUD        
debenture interest rate. The servicer of each FHA Loan in a mortgage pool will  
be obligated to purchase any debenture issued in satisfaction of a defaulted FHA
Loan serviced by it for an amount equal to the principal amount of the FHA Loan.

  The amount of insurance benefits generally paid by the FHA is equal to the
entire unpaid principal balance of the defaulted FHA Loan, adjusted to reimburse
the servicer of that FHA Loan for certain costs and expenses and to deduct      
certain amounts received or retained by the servicer after default. When        
entitlement to insurance benefits results from foreclosure, or other acquisition
of possession, and conveyance to HUD, the related servicer is compensated for no
more than two-thirds of its foreclosure costs, and is compensated for interest  
accrued and unpaid prior to that date in general only to the extent it was      
allowed pursuant to a forbearance plan approved by HUD. When entitlement to     
insurance benefits results from assignment of the FHA Loan to HUD, the insurance
payment includes full compensation for interest accrued and unpaid to the       
assignment date. The insurance payment itself, upon foreclosure of an FHA Loan, 
bears interest from a date 30 days after the mortgagor's first uncorrected      
failure to perform any obligation or make any payment due under the mortgage    
loan and, upon assignment, from the date of assignment, to the date of payment  
of the claim, in each case at the same interest rate as the applicable HUD      
debenture interest rate as described above.                                     

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    The maximum guarantee that may be issued by the VA under a VA Loan is 50% of
the principal amount of the VA Loan if the principal amount of the mortgage loan
is $45,000 or less, the lesser of $36,000 and 40% if the principal amount of the
VA Loan if the principal amount of that VA Loan is greater than $45,000 but less
than or equal to $144,000, and the lesser of $46,000 and 25% of the principal   
amount of the mortgage loan if the principal amount of the mortgage loan is     
greater than $144,000. The liability on the guarantee is reduced or increased   
pro rata with any reduction or increase in the amount of indebtedness, but in no
event will the amount payable on the guarantee exceed the amount of the original
guarantee. The VA may, at its option and without regard to the guarantee, make  
full payment to a mortgage holder of unsatisfied indebtedness on a mortgage upon
its assignment to the VA.                                                       

With respect to a defaulted VA Loan, the servicer is, absent exceptional
circumstances, authorized to announce its intention to foreclose only when the  
default has continued for three months. Generally, a claim for the guarantee is 
submitted after liquidation of the mortgaged property.                          

    The amount payable under the guarantee will be the percentage of the VA Loan
originally guaranteed applied to indebtedness outstanding as of the applicable  
date of computation specified in the VA regulations. Payments under the         
guarantee will be equal to the unpaid principal amount of the VA Loan, interest 
accrued on the unpaid balance of the VA Loan to the appropriate date of         
computation and limited expenses of the mortgagee, but in each case only to the 
extent that those amounts have not been recovered through liquidation of the    
mortgaged property. The amount payable under the guarantee may in no event      
exceed the amount of the original guarantee.                                    

Standard Hazard Insurance Policies on Mortgage Loans                            

The pooling and servicing agreement will require that standard hazard   
insurance policies covering the mortgage loans in a mortgage pool provide for   
coverage at least equal to the applicable state standard form of fire insurance 
policy with extended coverage. In general, the standard form of fire and        
extended coverage policy will cover physical damage to, or destruction of, the  
improvements on the mortgaged property caused by fire, lightning, explosion,    
smoke, windstorm, hail, riot, strike and civil commotion, subject to the        
conditions and exclusions particularized in each policy. Because the standard   
hazard insurance policies relating to mortgage loans will be underwritten by    
different insurers and will cover mortgaged properties located in various       
states, those policies will not contain identical terms and conditions. The most
significant terms thereof, however, generally will be determined by state law   
and generally will be similar.                                                  

Most standard hazard insurance policies typically will not cover any    
physical damage resulting from the following: war, revolution, governmental     
actions, floods and other water-related causes, earth movement, including       
earthquakes, landslides and mudflows, nuclear reaction, wet or dry rot, vermin, 
rodents, insects or domestic animals, theft and, in certain cases, vandalism.   
The foregoing list is merely indicative of certain kinds of uninsured risks and 
is not intended to be all-inclusive.                                            

The standard hazard insurance policies covering mortgaged properties    
securing mortgage loans typically will contain a 'coinsurance' clause which, in 
effect, will require the insured at all times to carry insurance of a specified 
percentage, generally 80% to 90%, of the full replacement value of the          
dwellings, structures and other improvements on the mortgaged property in order 
to recover the full amount of any partial loss. If the insured's coverage falls 
below this specified percentage, the coinsurance clause will provide that the   
insurer's liability in the event of partial loss will not exceed the greater of:

   o   the actual cash value, the replacement cost less physical depreciation,
of the dwellings, structures and other improvements damaged or  
destroyed; or                                                   

  o   the proportion of the loss, without deduction for depreciation, as the
    amount of insurance carried bears to the specified percentage of the
    full replacement cost of the related dwellings, structures and other
improvements.                                                   

The depositor 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 insurance or do not maintain                               

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adequate coverage or any insurance proceeds are not applied to the restoration  
of damaged property, any damage to that borrower's Cooperative Dwelling or that 
Cooperative's building could significantly reduce the value of the collateral   
securing the related Cooperative Loan to the extent not covered by other credit 
support.                                                                        

  Any losses incurred with respect to mortgage loans due to uninsured risks,
including earthquakes, mudflows and, with respect to mortgaged properties       
located in areas other than HUD designated flood areas, floods, or insufficient 
hazard insurance proceeds and any hazard losses incurred with respect to        
Cooperative Loans could affect distributions to the certificateholders.         

With respect to mortgage loans secured by commercial property, Mixed-Use
Property and multifamily property, certain additional insurance policies may be 
required; for example, general liability insurance for bodily injury and        
property damage, steam boiler coverage where a steam boiler or other pressure   
vessel is in operation, business interruption insurance and rent loss insurance 
to cover income losses following damage or destruction of the mortgaged         
property. The related prospectus supplement will specify the required types and 
amounts of additional insurance that may be required in connection with mortgage
loans secured by commercial property, Mixed-Use Property and multifamily        
property and will describe the general terms of such insurance and conditions to
payment thereunder.                                                             

Standard Hazard Insurance Policies on the Manufactured Homes                    

  The terms of the pooling and servicing agreement will require the servicer
to cause to be maintained with respect to each contract one or more standard    
hazard insurance policies which provide, at a minimum, the same coverage as a   
standard form file and extended coverage insurance policy that is customary for 
manufactured housing, issued by a company authorized to issue those policies in 
the state in which the manufactured home is located, and in an amount which is  
not less than the maximum insurable value of that manufactured home or the      
principal balance due from the obligor on the related contract, whichever is    
less; provided, however, that the amount of coverage provided by each standard  
hazard insurance policy shall be sufficient to avoid the application of any     
coinsurance clause contained in the related standard hazard insurance policy.   
When a manufactured home's location was, at the time of origination of the      
related contract, within a federally designated flood area, the servicer also   
shall cause such flood insurance to be maintained, which coverage shall be at   
least equal to the minimum amount specified in the preceding sentence or such   
lesser amount as may be available under the federal flood insurance program.    
Each standard hazard insurance policy caused to be maintained by the servicer   
shall contain a standard loss payee clause in favor of the servicer and its     
successors and assigns. If any obligor is in default in the payment of premiums 
on its standard hazard insurance policy or policies, the servicer shall pay the 
premiums out of its own funds, and may add separately the premium to the        
obligor's obligation as provided by the contract, but may not add the premium to
the remaining principal balance of the contract.                                

The servicer may maintain, in lieu of causing individual standard hazard
insurance policies to be maintained with respect to each manufactured home, and 
shall maintain, to the extent that the related contract does not require the    
obligor to maintain a standard hazard insurance policy with respect to the      
related manufactured home, one or more blanket insurance policies covering      
losses on the obligor's interest in the contracts resulting from the absence or 
insufficiency of individual standard hazard insurance policies. Any blanket     
policy shall be substantially in the form and in the amount carried by the      
servicer as of the date of the pooling and servicing agreement. The servicer    
shall pay the premium for the policy on the basis described in that policy and  
shall pay any deductible amount with respect to claims under the policy relating
to the contracts. If the insurer thereunder shall cease to be acceptable to the 
servicer, the servicer shall exercise its best reasonable efforts to obtain from
another insurer a replacement policy comparable to the original policy.         

   If the servicer shall have repossessed a manufactured home on behalf of the
trustee, the servicer shall either:                                             

    o   maintain hazard insurance with respect to the related manufactured home,
    which expenses will be reimbursable to the servicer out of the trust
fund; or                                                        

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o   indemnify the trustee against any damage to the related manufactured
home prior to resale or other disposition.                      

Pool Insurance Policies                                                         

  If stated in the related prospectus supplement, the servicer will obtain a
pool insurance policy for a mortgage pool underlying certificates of that       
series. The pool insurance policy will be issued by the pool insurer named in   
the applicable prospectus supplement. Each pool insurance policy will cover any 
loss, subject to the limitations described below, by reason of default to the   
extent the related mortgage loan is not covered by any primary mortgage         
insurance policy, FHA insurance or VA guarantee. The amount of the pool         
insurance policy, if any, with respect to a series will be specified in the     
related prospectus supplement. A pool insurance policy, however, will not be a  
blanket policy against loss, because claims thereunder may only be made for     
particular defaulted mortgage loans and only upon satisfaction of certain       
conditions precedent described below. Any pool insurance policies relating to   
the contracts will be described in the related prospectus supplement.           

The pool insurance policy generally will provide that as a condition    
precedent to the payment of any claim the insured will be required              

   (1) to advance hazard insurance premiums on the mortgaged property securing
the defaulted mortgage loan;                                    

 (2) to advance, as necessary and approved in advance by the pool insurer,

o   real estate property taxes;                                 

        o   all expenses required to preserve and repair the mortgaged property,
           to protect the mortgaged property from waste, so that the mortgaged
          property is in at least as good a condition as existed on the date
           upon which coverage under the pool insurance policy with respect to
            the related mortgaged property first became effective, ordinary wear
and tear excepted;                                      

o   property sales expenses;                                    

o   any outstanding liens on the mortgaged property; and        

     o   foreclosure costs including court costs and reasonable attorneys'
fees; and                                               

   (3) if there has been physical loss or damage to the mortgaged property, to
    restore the mortgaged property to its condition, reasonable wear and
 tear excepted, as of the issue date of the pool insurance policy.

It also will be a condition precedent to the payment of any claim under the pool
insurance policy that the related insured maintain a primary mortgage insurance 
policy that is acceptable to the pool insurer on all mortgage loans that have   
loan-to-value ratios at the time of origination in excess of 80%. FHA insurance 
and VA guarantees will be considered to be an acceptable primary mortgage       
insurance policy under the pool insurance policy.                               

    Assuming satisfaction of these conditions, the related pool insurer will pay
to the related insured the amount of loss, but not more than the remaining      
amount of coverage under the pool insurance policy determined as follows:       

   (1) the amount of the unpaid principal balance of the related mortgage loan
 immediately prior to the Approved Sale of the mortgaged property;

 (2) the amount of the accumulated unpaid interest on the related mortgage
     loan to the date of claim settlement at the applicable mortgage rate;
and                                                             

(3) advances as described above, less:                                  

        o   all rents or other payments, excluding proceeds of fire and extended
         coverage insurance, collected or received by the related insured,
     which are derived from or in any way related to the mortgaged
property;                                               

     o   amounts paid under applicable fire and extended coverage policies
      which are in excess of the cost of restoring and repairing the
            mortgaged property and which have not been applied to the payment of
the related mortgage loan;                              

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  o   any claims payments previously made by the pool insurer on the
related mortgage loan;                                  

      o   due and unpaid premiums payable with respect to the pool insurance
policy; and                                             

      o   all claim payments received by the related insured pursuant to any
primary mortgage insurance policy.                      

  The related pool insurer must be provided with good and merchantable title
to the mortgaged property as a condition precedent to the payment of any amount 
of a claim for benefits under a primary mortgage insurance policy. If any       
mortgaged property securing a defaulted mortgage loan is damaged and the        
proceeds, if any, from the related standard hazard insurance policy or the      
applicable special hazard insurance policy are insufficient to restore the      
mortgaged property to a condition sufficient to permit recovery under the pool  
insurance policy, the servicer or the subservicer of the related mortgage loan  
will not be required to expend its own funds to restore the damaged mortgaged   
property unless it is determined:                                               

o   that the restoration will increase the proceeds to the              
       certificateholders of the related series on liquidation of the mortgage
loan, after reimbursement of the expenses of the servicer or the
subservicer, as the case may be; and                            

  o   that the expenses will be recoverable by it through payments under the
        financial guaranty insurance policy, surety bond or letter of credit, if
 any, with respect to that series, Liquidation Proceeds, Insurance
     Proceeds or amounts in the reserve fund, if any, with respect to that
series.                                                         

 No pool insurance policy will insure, and many primary mortgage insurance
policies may not insure, against loss sustained by reason of a default arising  
from, among other things:                                                       

   (1) fraud or negligence in the origination or servicing of a mortgage loan,
      including misrepresentation by the mortgagor, any unaffiliated seller,
       the originator or other persons involved in the origination thereof; or

  (2) the exercise by the related insured of a 'due-on-sale' clause or other
similar provision in the mortgage loan.                         

  Depending upon the nature of the event, a breach of representation made by
the depositor or a seller may also have occurred. Such a breach, if it          
materially and adversely affects the interests of the certificateholders of that
series and cannot be cured, would give rise to a repurchase obligation on the   
part of the depositor or seller as more fully described under 'The Trust        
Fund -- Mortgage Loan Program -- Representations by Unaffiliated Sellers;       
Repurchases' and 'Description of the Certificates -- Assignment of Mortgage     
Loans.'                                                                         

The original amount of coverage under the pool insurance policy will be 
reduced over the life of the certificates of the related series 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 mortgaged properties covered
thereby.                                                                        

The amount of claims paid will include certain expenses incurred by the 
servicer or by the subservicer of the defaulted mortgage loan as well as accrued
interest on delinquent mortgage loans to the date of payment of the claim.      
Accordingly, if aggregate net claims paid under a pool insurance policy reach   
the original policy limit, coverage under the pool insurance policy will lapse  
and any further losses will be borne by the holders of the certificates of that 
series. In addition, unless the servicer or the related subservicer could       
determine that an Advance in respect of a delinquent mortgage loan would be     
recoverable to it from the proceeds of the liquidation of that mortgage loan or 
otherwise, neither the subservicer nor the servicer would be obligated to make  
an Advance respecting any delinquency, since the Advance would not be ultimately
recoverable to it from either the pool insurance policy or from any other       
related source. See 'Description of the Certificates -- Advances.'              

Any pool insurance policy for a contract pool underlying a series of    
certificates will be described in the related prospectus supplement.            

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Special Hazard Insurance Policies                                               

   If stated in the related prospectus supplement, the servicer shall obtain a
special hazard insurance policy for the mortgage pool underlying a series of    
certificates. A special hazard insurance policy for a mortgage pool underlying  
the certificates of a series will be issued by the special hazard insurer named 
in the applicable prospectus supplement. Each special hazard insurance policy   
will, subject to the limitations described below, protect against loss by reason
of damage to mortgaged properties caused by certain hazards, including vandalism
and earthquakes and, except where the mortgagor is required to obtain flood     
insurance, floods and mudflows, not insured against under the standard form of  
hazard insurance policy for the respective states in which the mortgaged        
properties are located. See 'Description of the Certificates -- Maintenance of  
Insurance Policies' and ' -- Standard Hazard Insurance.' The special hazard     
insurance policy will not cover losses occasioned by war, certain governmental  
actions, nuclear reaction and certain other perils. Coverage under a special    
hazard insurance policy will be at least equal to the amount set forth in the   
related prospectus supplement.                                                  

  Subject to the foregoing limitations, each special hazard insurance policy
will provide that, when there has been damage to the mortgaged property securing
a defaulted mortgage loan and to the extent the damage is not covered by the    
standard hazard insurance policy, if any, maintained by the mortgagor, the      
servicer or the subservicer, the special hazard insurer will pay the lesser of: 

o   the cost of repair or replacement of the mortgaged property; or     

  o   upon transfer of the mortgaged property to the special hazard insurer,
the unpaid balance of the related mortgage loan at the time of  
       acquisition of the mortgaged property by foreclosure or deed in lieu of
   foreclosure, plus accrued interest to the date of claim settlement,
 excluding late charges and penalty interest, and certain expenses
incurred in respect of the mortgaged property.                  

 No claim may be validly presented under a special hazard insurance policy
unless:                                                                         

 o   hazard insurance on the mortgaged property has been kept in force and
    other reimbursable protection, preservation and foreclosure expenses
        have been paid, all of which must be approved in advance as necessary by
the related insurer; and                                        

 o   the related insured has acquired title to the mortgaged property as a
result of default by the mortgagor.                             

If the sum of the unpaid principal balance plus accrued interest and certain    
expenses is paid by the special hazard insurer, the amount of further coverage  
under the related special hazard insurance policy will be reduced by that amount
less any net proceeds from the sale of the mortgaged property. Any amount paid  
as the cost of repair of the mortgaged property will further reduce coverage by 
that amount.                                                                    

 The terms of the related pooling and servicing agreement will require the
subservicer to maintain the special hazard insurance policy in full force and   
effect throughout the term of the pooling and servicing agreement. If a pool    
insurance policy is required to be maintained pursuant to the related pooling   
and servicing agreement, the special hazard insurance policy will be designed to
permit full recoveries under the pool insurance policy in circumstances where   
recoveries would otherwise be unavailable because the related mortgaged property
has been damaged by a cause not insured against by a standard hazard insurance  
policy. In that event, the related pooling and servicing agreement will provide 
that, if the related pool insurance policy shall have terminated or been        
exhausted through payment of claims, the servicer will be under no further      
obligation to maintain the special hazard insurance policy.                     

Any special hazard insurance policies for a contract pool underlying a  
series of certificates will be described in the related prospectus supplement.  

Mortgagor Bankruptcy Bond                                                       

    In the event of a personal bankruptcy of a mortgagor, a bankruptcy court may
establish the value of the related mortgaged property or Cooperative Dwelling at
an amount less than the then outstanding principal balance of the related       
mortgage loan. The amount of the secured debt could be reduced to that lesser   
value, and the holder of the mortgage loan thus would become an unsecured       
creditor to the extent the outstanding principal balance of that mortgage loan  
exceeds the value so assigned to the related mortgaged property or Cooperative  
Dwelling by the bankruptcy court. In addition, certain other                    

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modifications of the terms of a mortgage loan can result from a bankruptcy      
proceeding. If stated in the related prospectus supplement, losses resulting    
from a bankruptcy proceeding affecting the mortgage loans in a mortgage pool    
will be covered under a mortgagor bankruptcy bond, or any other instrument that 
will not result in a downgrading of the rating of the certificates of a series  
by the related Rating Agency. Any mortgagor bankruptcy bond will provide for    
coverage in an amount acceptable to the related Rating Agency, which will be set
forth in the related prospectus supplement. Subject to the terms of the         
mortgagor bankruptcy bond, the issuer thereof may have the right to purchase any
mortgage loan with respect to which a payment or drawing has been made or may be
made for an amount equal to the outstanding principal amount of that mortgage   
loan plus accrued and unpaid interest thereon. The coverage of the mortgagor    
bankruptcy bond with respect to a series of certificates may be reduced as long 
as any reduction will not result in a reduction of the outstanding rating of the
certificates of that series by the related Rating Agency.                       

Certain Legal Aspects of the Mortgage Loans and Contracts 

The following discussion contains summaries of some legal aspects of the
mortgage loans and contracts that are general in nature. Because these legal    
aspects are governed in part by state law, which laws may differ substantially  
from state to state, the summaries do not purport to be complete, to reflect the
laws of any particular state or to encompass the laws of all states in which the
mortgaged properties may be situated. These legal aspects are in addition to the
requirements of any applicable FHA regulations described in 'Description of FHA 
Insurance' in this prospectus and in the accompanying prospectus supplement     
regarding the contracts partially insured by FHA under Title I of the National  
Housing Act, or Title I. The summaries are qualified in their entirety by       
reference to the applicable federal and state laws governing the mortgage loans 
and contracts.                                                                  

The Mortgage Loans                                                              

  General. The mortgage loans, other than Cooperative Loans, will be secured
by deeds of trust, mortgages or deeds to secure debt depending on the prevailing
practice in the state in which the related mortgaged property is located. In    
some states, a mortgage, deed of trust or deed to secure debt creates a lien on 
the related real property. In other states, the mortgage, deed of trust or deed 
to secure debt conveys legal title to the property to the mortgagee or to a     
trustee for the benefit of the mortgagee subject to a condition subsequent, for 
example, the payment of the indebtedness secured thereby. The liens created by  
these instruments are not prior to the lien for real estate taxes and           
assessments and other charges imposed under governmental police powers. Priority
with respect to these instruments depends on their terms and in some cases on   
the terms of separate subordination or inter-creditor agreements, and in most   
cases on the order of recordation of the mortgage, deed of trust or deed to     
secure debt in the appropriate recording office.                                

   There are two parties to a mortgage, the mortgagor, who is the borrower and
homeowner, and the mortgagee, who is the lender. Under the mortgage instrument, 
the mortgagor delivers to the mortgagee a note or bond and the mortgage. In some
states, three parties may be involved in a mortgage financing when title to the 
property is held by a land trustee under a land trust agreement of which the    
borrower is the beneficiary; at origination of a mortgage loan, the land        
trustee, as fee owner of the property, executes the mortgage and the borrower   
executes a separate undertaking to make payments on the related Mortgage Note.  
Although a deed of trust is similar to a mortgage, a deed of trust has three    
parties: the grantor, who is the borrower/homeowner; the beneficiary, who is the
lender; and a third-party grantee called the trustee. Under a deed of trust, the
borrower grants the mortgaged property to the trustee for the benefit of the    
beneficiary, irrevocably until satisfaction of the debt. A deed to secure debt  
typically has two parties, under which the borrower, or grantor, conveys title  
to the real property to the grantee, or lender, typically with a power of sale, 
until the time when the debt is repaid. The trustee's authority under a deed of 
trust and the mortgagee's or grantee's authority under a mortgage or a deed to  
secure debt, as applicable, are governed by the law of the state in which the   
real property is located, the express provisions of the deed of trust, mortgage 
or deed to secure debt and, in some deed of trust transactions, the directions  
of the beneficiary.                                                             

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Cooperative Loans. If stated in the prospectus supplement relating to a 
series of securities, the loans may include Cooperative Loans. Each note        
evidencing a Cooperative Loan will be secured by a security interest in shares  
issued by the Cooperative that owns the related apartment building and in the   
related proprietary lease or occupancy agreement granting exclusive rights to   
occupy a specific dwelling unit in the Cooperative's building. The security     
agreement will create a lien on, or grant a security interest in, the           
Cooperative shares and proprietary leases or occupancy agreements, the priority 
of which will depend on, among other things, the terms of the particular        
security agreement as well as the order of recordation and/or filing of the     
agreement, or the filing of the financing statements related thereto, in the    
appropriate recording office or the taking of possession of the Cooperative     
shares, depending on the law of the state in which the Cooperative is located.  
This type of lien or security interest is not, in general, prior to liens in    
favor of the cooperative corporation for unpaid assessments or common charges,  
or a lien for real estate taxes and assessments and other changes imposed under 
governmental police powers.                                                     

  In most cases, each Cooperative owns in fee or has a leasehold interest in
all the real property and owns in fee or leases the building and all separate   
dwelling units in the Cooperative. The Cooperative is directly responsible for  
property management and, in most cases, payment of real estate taxes, other     
governmental impositions and hazard and liability insurance. If there is an     
underlying mortgage or mortgages on the Cooperative's building or underlying    
land, as is typically the case, or an underlying lease of the land, as is the   
case in some instances, the Cooperative, as mortgagor or lessee, as the case may
be, is also responsible for fulfilling the mortgage or rental obligations.      

An underlying mortgage loan is ordinarily obtained by the Cooperative in
connection with either the construction or purchase of the Cooperative's        
building or the obtaining of capital by the Cooperative. The interest of the    
occupant under proprietary leases or occupancy agreements as to which that      
Cooperative is the landlord is usually subordinate to the interest of the holder
of an underlying mortgage and to the interest of the holder of a land lease. If 
the Cooperative is unable to meet the payment obligations:                      

o   arising under an underlying mortgage, the mortgagee holding an      
      underlying mortgage could foreclose on that mortgage and terminate all
subordinate proprietary leases and occupancy agreements; or     

o   arising under its land lease;                                       

the holder of the landlord's interest under the land lease could terminate it   
and all subordinate proprietary leases and occupancy agreements. In addition, an
underlying mortgage on a Cooperative may provide financing in the form of a     
mortgage that does not fully amortize, with a significant portion of principal  
being due in one final payment at maturity. The inability of the Cooperative to 
refinance a mortgage and its consequent inability to make the final payment     
could lead to foreclosure by the mortgagee. Similarly, a land lease has an      
expiration date and the inability of the Cooperative to extend its term or, in  
the alternative, to purchase the land, could lead to termination of the         
Cooperative's interest in the property and termination of all proprietary leases
and occupancy agreements. In either event, a foreclosure by the holder of an    
underlying mortgage or the termination of the underlying lease could eliminate  
or significantly diminish the value of any collateral held by the lender who    
financed the purchase by an individual tenant-stockholder of shares of the      
Cooperative, or in the case of the loans, the collateral securing the           
Cooperative Loans.                                                              

Each Cooperative is owned by shareholders, referred to as               
tenant-stockholders, who, through ownership of stock or shares in the           
Cooperative, receive proprietary leases or occupancy agreements which confer    
exclusive rights to occupy specific dwellings. In most instances, a             
tenant-stockholder of a Cooperative must make a monthly maintenance payment to  
the Cooperative under the proprietary lease, which rental payment represents the
tenant-stockholder's pro rata share of the Cooperative's payments for its       
underlying mortgage, real property taxes, maintenance expenses and other capital
or ordinary expenses. An ownership interest in a Cooperative and accompanying   
occupancy rights may be financed through a Cooperative Loan evidenced by a note 
and secured by an assignment of and a security interest in the occupancy        
agreement or proprietary lease and a security interest in the related shares of 
the related Cooperative. The lender usually takes possession of the stock       
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 or local offices to
perfect the lender's interest in its collateral. In accordance with the         
limitations discussed below, on default of the                                  

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tenant-stockholder, the lender may sue for judgment on the related 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. See ' -- Foreclosure on Shares  
of Cooperatives' in this prospectus.                                            

    Tax Aspects of Cooperative Ownership. In general, a 'tenant-stockholder,' as
defined in Section 216(b)(2) of the Code of a corporation that qualifies as a   
'cooperative housing corporation' within the meaning of Section 16(b)(1) of the 
Code is allowed a deduction for amounts paid or accrued within his or her       
taxable year to the corporation representing his or her proportionate share of  
certain interest expenses and real estate taxes allowable as a deduction under  
Section 216(a) of the Code to the corporation under Sections 163 and 164 of the 
Code. In order for a corporation to qualify under Section 216(b)(1) of the Code 
for its taxable year in which those items are allowable as a deduction to the   
corporation, the section requires, among other things, that at least 80% of the 
gross income of the corporation be derived from its tenant-stockholders. By     
virtue of this requirement, the status of a corporation for purposes of Section 
216(b)(1) of the Code 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 this section for any particular year. If 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 Section 216(a) of the Code with 
respect to those years. In view of the significance of the tax benefits accorded
tenant-stockholders of a corporation that qualifies under Section 216(b)(1) of  
the Code, the likelihood that this type of failure would be permitted to        
continue over a period of years appears remote.                                 

   Foreclosure on Mortgage Loans. Although a deed of trust or a deed to secure
debt may also be foreclosed by judicial action, foreclosure of a deed of trust  
or a deed to secure debt is typically accomplished by a non-judicial sale under 
a specific provision in the deed of trust or deed to secure debt which          
authorizes the trustee or grantee, as applicable, to sell the property on       
default by the borrower under the terms of the note or deed of trust or deed to 
secure debt. In addition to any notice requirements contained in a deed of trust
or deed to secure debt, in some states, prior to a sale the trustee or grantee, 
as applicable, must record a notice of default and send a copy to the borrower  
and to any person who has recorded a request for a copy of notice of default and
notice of sale. In addition, in some states, prior to a sale the trustee or     
grantee, as applicable, must provide notice to any other individual having an   
interest of record in the real property, including any junior lienholders. If   
the deed of trust or deed to secure debt is not reinstated within a specified   
period, a notice of sale must be posted in a public place and, in most states,  
published for a specific period of time in one or more newspapers. In addition, 
some states' laws require that a copy of the notice of sale be posted on the    
property, recorded and sent to all parties having an interest of record in the  
real property.                                                                  

   An action to foreclose a mortgage is an action to recover the mortgage debt
by enforcing the mortgagee's rights under the Mortgage. It is regulated by      
statutes and rules and subject throughout to the court's equitable powers. In   
most cases, a mortgagor is bound by the terms of the mortgage note and the      
mortgage as made and cannot be relieved from his default if the mortgagee has   
exercised his rights in a commercially reasonable manner. However, since a      
foreclosure action historically was equitable in nature, the court may exercise 
equitable powers to relieve a mortgagor of a default and deny the mortgagee     
foreclosure on proof that either the mortgagor's default was neither willful nor
in bad faith or the mortgagee's action established a waiver, fraud, bad faith,  
or oppressive or unconscionable conduct such as to warrant a court of equity to 
refuse affirmative relief to the mortgagee. Under various circumstances a court 
of equity may relieve the mortgagor from an entirely technical default where    
that default was not willful.                                                   

Foreclosure of a mortgage usually is accomplished by judicial action. In
most cases, the action is initiated by the service of legal pleadings on all    
parties having an interest of record in the real property. Delays in completion 
of the foreclosure may result from difficulties in locating and serving         
necessary parties, including borrowers, such as international borrowers, located
outside the jurisdiction in which the mortgaged property is located.            
Difficulties in foreclosing on mortgaged properties owned by international      
borrowers may result in increased foreclosure costs, which may reduce the amount
of proceeds from the                                                            

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liquidation of the related loan available to be distributed to the              
certificateholders of the related series. In addition, delays in completion of  
the foreclosure and additional losses may result where loan documents relating  
to the loan are missing. If the mortgagee's right to foreclose is contested, the
legal proceedings necessary to resolve the issue can be time-consuming.         

    In some states, the borrower has the right to reinstate the loan at any time
following default until shortly before the trustee's sale. In general, in those 
states, the borrower, or any other person having a junior encumbrance on the    
real estate, may, during a reinstatement period, cure the default by paying the 
entire amount of defaulted payments and all other sums owing lender due to the  
default, plus the costs and expenses incurred in enforcing the obligation.      

In the case of foreclosure under a mortgage, a deed of trust or deed to 
secure debt, the sale by the referee or other designated officer or by the      
trustee or grantee, as applicable, is a public sale. However, because of the    
difficulty a potential buyer at the sale may have in determining the exact      
status of title and because the physical condition of the property may have     
deteriorated during the foreclosure proceedings, it is uncommon for a third     
party to purchase the property at a foreclosure sale. Rather, it is common for  
the lender to purchase the property from the trustee or grantee, as applicable, 
or referee for a credit bid less than or equal to the unpaid principal amount of
the loan, plus accrued and unpaid interest and the expense of foreclosure, in   
which case the mortgagor's debt will be extinguished unless the lender purchases
the property for a lesser amount and preserves its right against a borrower to  
seek a deficiency judgment if such remedy is available under state law and the  
related loan documents. In some states, there is a statutory minimum purchase   
price that the lender may offer for the property and in most cases, state law   
controls the amount of foreclosure costs and expenses, including attorneys'     
fees, which may be recovered by a lender. Thereafter, subject to the right of   
the borrower in some states to remain in possession during the redemption       
period, the lender will assume the burdens of ownership, including obtaining    
hazard insurance, paying taxes and making repairs at its own expense that are   
necessary to render the property suitable for sale. In most cases, the lender   
will obtain the services of a real estate broker and pay the broker's commission
in connection with the sale of the property. Depending on market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's        
investment in the property and, in some states, the lender may be entitled to a 
deficiency judgment. In some cases, a deficiency judgment may be pursued in lieu
of foreclosure. Any loss may be reduced by the receipt of any mortgage insurance
proceeds or other forms of credit enhancement for a series of securities. See   
'Description of Credit Enhancement' in this prospectus.                         

  Foreclosure on Junior Mortgage Loans. A junior mortgagee may not foreclose
on the property securing a junior loan unless it forecloses subject to the      
senior mortgages, in which case it must either pay the entire amount due on the 
senior mortgages to the senior mortgagees prior to or at the time of the        
foreclosure sale or undertake the obligation to make payments on the senior     
mortgages if the mortgagor is in default thereunder, in either event adding the 
amounts expended to the balance due on the junior loan. In addition, if the     
foreclosure by a junior mortgagee triggers the enforcement of a 'due-on-sale'   
clause in a senior mortgage, the junior mortgagee may be required to pay the    
full amount of the senior mortgages to the senior mortgagees, to avoid a default
with respect thereto. Accordingly, if the junior lender purchases the property, 
the junior lender's title will be subject to all senior liens and claims and    
certain governmental liens. The proceeds received by the referee or trustee from
the sale are applied first to the costs, fees and expenses of sale and then in  
satisfaction of the indebtedness secured by the mortgage or deed of trust that  
is being foreclosed. Any remaining proceeds are typically payable to the holders
of junior mortgages or deeds of trust and other liens and claims in order of    
their priority, whether or not the borrower is in default. Any additional       
proceeds are usually payable to the mortgagor or trustor. The payment of the    
proceeds to the holders of junior mortgages may occur in the foreclosure action 
of the senior mortgagee or may require the institution of separate legal        
proceedings.                                                                    

   The purposes of a foreclosure action are to enable the mortgagee to realize
on its security and to bar the mortgagor, and all persons who have an interest  
in the property which is subordinate to the foreclosing mortgagee, from their   
'equity of redemption.' The doctrine of equity of redemption provides that,     
until the property covered by a mortgage has been sold in accordance with a     
properly conducted foreclosure and foreclosure sale, those having an interest   
which is subordinate to that of the foreclosing mortgagee have an equity of     
redemption and may redeem the property by paying the entire debt with           

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interest. In addition, in some states, when a foreclosure action has been       
commenced, the redeeming party must pay various costs of that action. Those     
having an equity of redemption must be made parties and duly summoned to the    
foreclosure action in order for their equity of redemption to be barred. See    
'Description of the Securities -- Servicing and Administration of               
Loans -- Realization Upon Defaulted Loans' in this prospectus.                  

  Foreclosure on Shares of Cooperatives. The Cooperative shares owned by the
tenant-stockholder, together with the rights of the tenant-stockholder under the
proprietary lease or occupancy agreement, are pledged to the lender and are, in 
almost all cases, subject to restrictions on transfer as set forth in the       
Cooperative's certificate of incorporation and by-laws, as well as in the       
proprietary lease or occupancy agreement. The proprietary lease or occupancy    
agreement, even while pledged, may be cancelled by the Cooperative for failure  
by the tenant-stockholder to pay rent or other obligations or charges owed by   
the tenant-stockholder, including mechanics' liens against the Cooperative's    
building incurred by the tenant-stockholder.                                    

In most cases, rent and other obligations and charges arising under a   
proprietary lease or occupancy agreement which are owed to the Cooperative are  
made liens on the shares to which the proprietary lease or occupancy agreement  
relates. In addition, the proprietary lease or occupancy agreement often permits
the Cooperative to terminate the lease or agreement if the borrower defaults in 
the performance of covenants thereunder. Typically, the lender and the          
Cooperative enter into a recognition agreement which, together with any lender  
protection provisions contained in the proprietary lease or occupancy agreement,
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 in most cases provides that, if the           
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the Cooperative will take no action to terminate the lease or        
agreement until the lender has been provided with notice of and an opportunity  
to cure the default. The recognition agreement typically provides that if the   
proprietary lease or occupancy agreement is terminated, the Cooperative will    
recognize the lender's lien against proceeds from a sale of the shares and the  
proprietary lease or occupancy agreement allocated to the dwelling, subject,    
however, to the Cooperative's right to sums due under the proprietary lease or  
occupancy agreement or which have become liens on the shares relating to the    
proprietary lease or occupancy agreement. The total amount owed to the          
Cooperative by the tenant-stockholder, which the lender in most cases cannot    
restrict and does not monitor, could reduce the amount realized upon a sale of  
the collateral below the outstanding principal balance of the Cooperative Loan  
and accrued and unpaid interest thereon.                                        

    Recognition agreements also typically provide that if the lender succeeds to
the tenant-shareholder's shares and proprietary lease or occupancy agreement as 
the result of realizing upon its collateral for a Cooperative Loan, the lender  
must obtain the approval or consent of the board of directors of the Cooperative
as required by the proprietary lease before transferring the Cooperative shares 
and assigning the proprietary lease. This approval or consent is usually based  
on the prospective purchaser's income and net worth, among other factors, and   
may significantly reduce the number of potential purchasers, which could limit  
the ability of the lender to sell and realize upon the value of the collateral. 
In most cases, the lender is not limited in any rights it may have to dispossess
the tenant-stockholder.                                                         

Because of the nature of Cooperative Loans, lenders do not require the  
tenant-stockholder, referred to as the borrower or the Cooperative, to obtain   
title insurance of any type. Consequently, the existence of any prior liens or  
other imperfections of title affecting the Cooperative's building or real estate
also may adversely affect the marketability of the shares allocated to the      
dwelling unit in the event of foreclosure.                                      

 A foreclosure on the Cooperative shares is accomplished by public sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code, or  
UCC, and the security agreement relating to those shares. Article 9 of the UCC  
requires that a sale be conducted in a 'commercially reasonable' manner. Whether
a 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 sale and the sale price. In most instances, a                      

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sale conducted according to the usual practice of creditors selling similar     
collateral in the same area will be considered reasonably conducted.            

Where the lienholder is the junior lienholder, any foreclosure may be   
delayed until the junior lienholder obtains actual possession of such           
Cooperative shares. Additionally, if the lender does not have a first priority  
perfected security interest in the Cooperative shares, any foreclosure sale     
would be subject to the rights and interests of any creditor holding senior     
interests in the shares. Also, a junior lienholder may not be able to obtain a  
recognition agreement from a Cooperative since many cooperatives do not permit  
subordinate financing. Without a recognition agreement, the junior lienholder   
will not be afforded the usual lender protections from the Cooperative which are
in most cases provided for in recognition agreements.                           

   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, in most cases provides that the lender's right to           
reimbursement is subject to the right of the Cooperative corporation to receive 
sums due under the proprietary lease or occupancy agreement. If there are       
proceeds remaining, the lender must account to the tenant-stockholder for the   
surplus. On the other hand, if a portion of the indebtedness remains unpaid, the
tenant-stockholder is in most cases responsible for the deficiency. See         
' -- Anti-Deficiency Legislation and Other Limitations on Lenders' in this      
prospectus.                                                                     

    Rights of Redemption. In some states, after sale under a deed of trust, or a
deed to secure debt or foreclosure of a mortgage, the borrower and foreclosed   
junior lienors or other parties are given a statutory period, typically ranging 
from six months to two years, in which to redeem the property from the          
foreclosure sale. In some states, redemption may occur only on payment of the   
entire principal balance of the mortgage loan, accrued interest and expenses of 
foreclosure. In other states, redemption may be authorized if the former        
borrower pays only a portion of the sums due. In some states, the right to      
redeem is an equitable right. The equity of redemption, which is a non-statutory
right, should be distinguished from statutory rights of redemption. The effect  
of a statutory right of redemption is to diminish the ability of the lender to  
sell the foreclosed property. The right of redemption would defeat the title of 
any purchaser subsequent to foreclosure or sale under a deed of trust or a deed 
to secure debt. 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 expired. 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. Some states
have imposed statutory prohibitions which limit the remedies of a beneficiary   
under a deed of trust, a mortgagee under a mortgage or a grantee under a deed to
secure debt. In some states, including California, statutes limit the right of  
the beneficiary, mortgagee or grantee to obtain a deficiency judgment against   
the borrower following foreclosure or sale under a deed of trust. A deficiency  
judgment is a personal judgment against the former borrower equal in most cases 
to the difference between the net amount realized upon the public sale of the   
real property and the amount due to the lender. In the case of a mortgage loan  
secured by a property owned by a trust where the Mortgage Note is executed on   
behalf of the trust, a deficiency judgment against the trust following          
foreclosure or sale under a deed of trust or deed to secure debt, even if       
obtainable under applicable law, may be of little value to the beneficiary,     
grantee or mortgagee if there are no mortgage loans against which the deficiency
judgment may be executed. Some state statutes require the beneficiary, grantee  
or mortgagee to exhaust the security afforded under a deed of trust, deed to    
secure debt or mortgage by foreclosure in an attempt to satisfy the full debt   
before bringing a personal action against the borrower.                         

In other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting the security; however,
in some of these states, the lender, following judgment on the personal action, 
may be deemed to have elected a remedy and may be precluded from exercising     
remedies for the security. Consequently, the practical effect of the election   
requirement, in those states permitting this election, is that lenders will     
usually proceed against the security first rather than bringing a personal      
action against the borrower. Finally, in some states, statutory provisions limit
any deficiency judgment against the borrower following a foreclosure to the     
excess of the outstanding debt over the fair value of the property at the time  
of the public sale. The purpose of these statutes is in most cases to           

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prevent a beneficiary, grantee or mortgagee from obtaining a large deficiency   
judgment against the borrower as a result of low or no bids at the judicial     
sale.                                                                           

In most cases, Article 9 of the UCC governs foreclosure on Cooperative  
shares and the related proprietary lease or occupancy agreement. Some courts    
have interpreted Article 9 to prohibit or limit a deficiency award in some      
circumstances, including circumstances where the disposition 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 not conducted in a
commercially reasonable manner.                                                 

  In addition to laws limiting or prohibiting deficiency judgments, 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 collateral and/or
enforce a deficiency judgment. For example, under the federal bankruptcy law,   
all actions against the debtor, the debtor's property and any co-debtor are     
automatically stayed upon the filing of a bankruptcy petition. Moreover, a court
having federal bankruptcy jurisdiction may permit a debtor through its          
Chapter 11 or Chapter 13 rehabilitative plan to cure a monetary default relating
to a mortgage loan or revolving credit loan on the debtor's residence by paying 
arrearages within a reasonable time period and reinstating the original loan    
payment schedule, even though the lender accelerated the mortgage loan or       
revolving credit loan and final judgment of foreclosure had been entered in     
state court, provided no sale of the residence has yet occurred, prior to the   
filing of the debtor's petition. Some courts with federal bankruptcy            
jurisdiction have approved plans, based on the particular facts of the          
reorganization case, that effected the curing of a mortgage loan or revolving   
credit loan default by paying arrearages over a number of years.                

Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan or revolving credit loan secured by property of the    
debtor may be modified. These courts have allowed modifications that include    
reducing the amount of each monthly payment, changing the rate of interest,     
altering the repayment schedule, forgiving all or a portion of the debt and     
reducing the lender's security interest to the value of the residence, thus     
leaving the lender a general unsecured creditor for the difference between the  
value of the residence and the outstanding balance of the mortgage loan or      
revolving credit loan. In most cases, however, the terms of a mortgage loan or  
revolving credit loan secured only by a mortgage on real property that is the   
debtor's principal residence may not be modified under a plan confirmed under   
Chapter 13, as opposed to Chapter 11, except for mortgage payment arrearages,   
which may be cured within a reasonable time period. Courts with federal         
bankruptcy jurisdiction similarly may be able to modify the terms of a          
Cooperative Loan.                                                               

    In a Chapter 11 case under the Bankruptcy Code, the lender is precluded from
foreclosing without authorization from the bankruptcy court. The lender's lien  
may be transferred to other collateral and/or be limited in amount to the value 
of the lender's interest in the collateral as of the date of the bankruptcy. The
loan term may be extended, the interest rate may be adjusted to market rates and
the priority of the loan may be subordinated to bankruptcy court-approved       
financing. The bankruptcy court can, in effect, invalidate due-on-sale clauses  
through confirmed Chapter 11 plans of reorganization.                           

The Bankruptcy Code provides priority to tax liens over the lender's    
security. This may have the effect of delaying or interfering with the          
enforcement of rights for a defaulted mortgage loan or revolving credit loan.   

In addition, substantive requirements are imposed on mortgage lenders in
connection with the origination and the servicing of mortgage loans or revolving
credit loans by numerous federal and some state consumer protection laws. These 
laws include the federal Truth-in-Lending Act, Real Estate Settlement Procedures
Act, Equal Credit Opportunity Act, Fair Credit Billing Act, Fair Credit         
Reporting Act and related statutes. These federal laws impose specific statutory
liabilities on lenders who originate mortgage loans or revolving credit loans   
and who fail to comply with the provisions of the law. In some cases, this      
liability may affect assignees of the mortgage loans or revolving credit loans. 

    Some of the mortgage loans or revolving credit loans may be High Cost Loans.
Purchasers or assignees of any High Cost Loan, including any trust, could be    
liable for all claims and subject to all defenses arising under any applicable  
law that the borrower could assert against the originator of the High           

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Cost Loan. Remedies available to the borrower include monetary penalties, as    
well as rescission rights if the appropriate disclosures were not given as      
required.                                                                       

Alternative Mortgage Instruments. Alternative mortgage instruments,     
including adjustable-rate mortgage loans and early ownership mortgage loans or  
revolving credit loans, originated by non-federally chartered lenders, have     
historically been subjected to a variety of restrictions. These restrictions    
differed from state to state, resulting in difficulties in determining whether a
particular alternative mortgage instrument originated by a state-chartered      
lender was in compliance with applicable law. These difficulties were alleviated
substantially as a result of the enactment of Title VIII of the Garn-St Germain 
Act, or Title VIII. Title VIII provides that, regardless of any state law to the
contrary:                                                                       

   o   state-chartered banks may originate alternative mortgage instruments in
 accordance with regulations promulgated by the Comptroller of the
   Currency for the origination of alternative mortgage instruments by
national banks;                                                 

o   state-chartered credit unions may originate alternative mortgage    
      instruments in accordance with regulations promulgated by the National
   Credit Union Administration for origination of alternative mortgage
instruments by federal credit unions; and                       

o   all other non-federally chartered housing creditors, including      
      state-chartered savings and loan associations, state-chartered savings
  banks and mutual savings banks and mortgage banking companies, may
 originate alternative mortgage instruments in accordance with the
        regulations promulgated by the Federal Home Loan Bank Board, predecessor
  to the OTS, for origination of alternative mortgage instruments by
federal savings and loan associations.                          

Title VIII also provides that any state may reject applicability of the         
provisions of Title VIII by adopting, prior to October 15, 1985, a law or       
constitutional provision expressly rejecting the applicability of these         
provisions. Some states have taken this action.                                 

Leasehold Considerations. Mortgage loans may contain leasehold mortgages
which are each secured by a lien on the related mortgagor's leasehold interest  
in the related mortgaged property. Mortgage loans secured by a lien on the      
borrower's leasehold interest under a ground lease are subject to various risks 
not associated with mortgage loans secured by a lien on the fee estate of the   
borrower. The most significant of these risks is that if the borrower's         
leasehold were to be terminated, for example, as a result of a lease default or 
the bankruptcy of the ground lessor or the borrower/ground lessee. The leasehold
mortgagee would be left without its security. In the case of each mortgage loan 
secured by a lien on the related mortgagor's leasehold interest under a ground  
lease, that ground lease contains provisions protective of the leasehold        
mortgagee. These provisions include a provision that requires the ground lessor 
to give the leasehold mortgagee notices of lessee defaults and an opportunity to
cure them, a provision that permits the leasehold estate to be assigned to the  
leasehold mortgagee or the purchaser at a foreclosure sale and after that       
assignment to be assigned by the leasehold mortgagee or that purchaser at a     
foreclosure sale to any financially responsible third party that executes an    
agreement obligating itself to comply with the terms and conditions of the      
ground lease and a provision that gives the leasehold mortgagee the right to    
enter into a new ground lease with the ground lessor on the same terms and      
conditions as the old ground lease on any termination of the old ground lease.  

Junior Mortgages; Rights of Senior Mortgagees. The mortgage loans or    
revolving credit loans included in the trust may be junior to other mortgages,  
deeds to secure debt or deeds of trust held by other lenders. Absent an         
intercreditor agreement, the rights of the trust, and therefore the             
certificateholders, as mortgagee under a junior mortgage, are subordinate to    
those of the mortgagee under the senior mortgage, including the prior rights of 
the senior mortgagee to receive hazard insurance and condemnation proceeds and  
to cause the property securing the mortgage loan or revolving credit loan to be 
sold on default of the mortgagor. The sale of the mortgaged property may        
extinguish the junior mortgagee's lien unless the junior mortgagee asserts its  
subordinate interest in the property in foreclosure litigation and, in certain  
cases, either reinstates or satisfies the defaulted senior mortgage loan or     
revolving credit loan or loans, as applicable. A junior mortgagee may satisfy a 
defaulted senior mortgage loan or revolving credit loan in full or, in some     
states, may cure the default and bring the senior mortgage loan or revolving    
credit loan current thereby reinstating the senior mortgage loan or revolving   
credit loan, in either event usually adding the amounts expended to the balance 
due on the junior mortgage loan or revolving credit                             

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loan. In most states, absent a provision in the senior mortgage, deed to secure 
debt or deed of trust, or an intercreditor agreement, no notice of default is   
required to be given to a junior mortgagee. Where applicable law or the terms of
the senior mortgage, deed to secure debt or deed of trust do not require notice 
of default to the junior mortgagee, the lack of any notice may prevent the      
junior mortgagee from exercising any right to reinstate the senior mortgage loan
or revolving credit loan which applicable law may provide.                      

The standard form of the senior mortgage, deed to secure debt or deed of
trust 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 the       
proceeds and awards to any indebtedness secured by the mortgage, deed to secure 
debt or deed of trust, in the order as the mortgagee may determine. Thus, if    
improvements on the property are damaged or destroyed by fire or other casualty,
or if the property is taken by condemnation, the mortgagee or beneficiary under 
underlying 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     
junior mortgages in the order of their priority.                                

 The form of credit line trust deed or mortgage used by most institutional
lenders which make revolving credit 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 designated 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 these 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 loans of the type which        
includes revolving credit loans applies retroactively to the date of the        
original recording of the trust deed or mortgage, provided that the total amount
of advances under the credit limit 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.                                                   

  Another provision sometimes found in the form of the senior mortgage, deed
to secure debt or deed of trust used by institutional lenders obligates the     
mortgagor to pay before delinquency all taxes and assessments on the property   
and, when due, all encumbrances, charges and liens on the property which are    
prior to the mortgage, deed to secure debt 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, deed to secure debt or deed of trust. After a     
failure of the mortgagor to perform any of these obligations, the mortgagee or  
beneficiary is given the right under certain mortgages, deeds to secure debt or 
deeds of trust 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 a senior mortgagee
become part of the indebtedness secured by the senior mortgage. Also, since most
senior mortgages require the related mortgagor to make escrow deposits with the 
holder of the senior mortgage for all real estate taxes and insurance premiums, 
many junior mortgagees will not collect and retain the escrows and will rely on 
the holder of the senior mortgage to collect and disburse the escrows.          

 The form of credit line trust deed or mortgage used by most institutional
lenders that make revolving credit 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 designated as a credit line deed of                                 

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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, regardless of the fact that there may be      
junior trust deeds or mortgages and other liens that intervene between the date 
of recording of the trust deed or mortgage and the date of the future advance,  
and regardless that the beneficiary or lender had actual knowledge of these     
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
or revolving credit loans of the type that includes revolving credit loans      
applies retroactively to the date of the original recording of the trust deed or
mortgage, provided that the total amount of advances under the credit limit 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.                    

The Manufactured Housing Contracts                                              

General. A manufactured housing contract evidences both:                

    o   the obligation of the mortgagor to repay the loan evidenced thereby; and

o   the grant of a security interest in the manufactured home to secure 
repayment of the loan.                                          

  Certain aspects of both features of the manufactured housing contracts are
described below.                                                                

   Security Interests in Manufactured Homes. The law governing perfection of a
security interest in a manufactured home varies from state to state. Security   
interests in manufactured homes may be perfected either by notation of the      
secured party's lien on the certificate of title or by delivery of the required 
documents and payments of a fee to the state motor vehicle authority, depending 
on state law. In some non-title states, perfection under the provisions of the  
UCC is required. The lender, the subservicer or the servicer may effect the     
notation or delivery of the required documents and fees, and obtain possession  
of the certificate of title, as appropriate under the laws of the state in which
any manufactured home securing a manufactured housing contract is registered. If
the servicer, the subservicer or the lender fails to effect the notation or     
delivery, or files the security interest under the wrong law, for example, under
a motor vehicle title statute rather than under the UCC, in a few states, the   
certificateholders may not have a first priority security interest in the       
manufactured home securing a manufactured housing contract. As manufactured     
homes have become larger and often have been attached to their sites without any
apparent intention to move them, courts in many states have held that           
manufactured homes, under certain circumstances, may become subject to real     
estate title and recording laws. As a result, a security interest in a          
manufactured home could be rendered subordinate to the interests of other       
parties claiming an interest in the home under applicable state real estate law.
In order to perfect a security interest in a manufactured home under real estate
laws, the holder of the security interest must record a mortgage, deed of trust 
or deed to secure debt, as applicable, under the real estate laws of the state  
where the manufactured home is located. These filings must be made in the real  
estate records office of the county where the manufactured home is located. In  
some cases, a security interest in the manufactured home will be governed by the
certificate of title laws or the UCC, and the notation of the security interest 
on the certificate of title or the filing of a UCC financing statement will be  
effective to maintain the priority of the seller's security interest in the     
manufactured home. If, however, a manufactured home is permanently attached to  
its site or if a court determines that a manufactured home is real property,    
other parties could obtain an interest in the manufactured home which is prior  
to the security interest originally retained by the mortgage collateral seller  
and transferred to the depositor. In certain cases, the servicer or the         
subservicer, as applicable, may be required to perfect a security interest in   
the manufactured home under applicable real estate laws. If the real estate     
recordings are not required and if any of the foregoing events were to occur,   
the only recourse of the related certificateholders would be against the        
mortgage collateral seller under its repurchase obligation for breach of        
representations or warranties.                                                  

  The depositor will assign its security interests in the manufactured homes
to the trustee on behalf of the certificateholders. See 'Description of the     
Securities -- Assignment of Loans' in this prospectus. If stated in the         
accompanying prospectus supplement, if a manufactured home is governed by the   
applicable motor vehicle laws of the relevant state the depositor or the trustee
will amend the certificates of title to identify the trustee as the new secured 
party. In most cases however, if a manufactured home is governed                

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by the applicable motor vehicle laws of the relevant state neither the depositor
nor the trustee will amend the certificates of title to identify the trustee as 
the new secured party. Accordingly, the depositor or any other entity as may be 
specified in the prospectus supplement will continue to be named as the secured 
party on the certificates of title relating to the manufactured homes. However, 
there exists a risk that, in the absence of an amendment to the certificate of  
title, the assignment of the security interest may not be held effective against
subsequent purchasers of a manufactured home or subsequent lenders who take a   
security interest in the manufactured home or creditors of the assignor.        

    If the owner of a manufactured home moves it to a state other than the state
in which the manufactured home initially is registered and if steps are not     
taken to re-perfect the trustee's security interest in the state, the security  
interest in the manufactured home will cease to be perfected. While in many     
circumstances the trustee would have the opportunity to re-perfect its security 
interest in the manufactured home in the state of relocation, there can be no   
assurance that the trustee will be able to do so.                               

   When a mortgagor under a manufactured housing contract sells a manufactured
home, the trustee, the subservicer or the servicer on behalf of the trustee,    
must surrender possession of the certificate of title or will receive notice as 
a result of its lien noted thereon and accordingly will have an opportunity to  
require satisfaction of the related lien before release of the lien. The ability
to accelerate the maturity of the related contract will depend on the           
enforceability under state law of the clause permitting acceleration on         
transfer. The Garn-St. Germain Depository Institutions Act of 1982 preempts,    
subject to certain exceptions and conditions, state laws prohibiting enforcement
of these clauses applicable to manufactured homes. To the extent the exceptions 
and conditions apply in some states, the servicer may be prohibited from        
enforcing the clause in respect of certain manufactured homes.                  

    Under the laws of most states, liens for repairs performed on a manufactured
home take priority over a perfected security interest. The applicable mortgage  
collateral seller typically will represent that it has no knowledge of any liens
for any manufactured home securing payment on any manufactured housing contract.
However, the liens could arise at any time during the term of a manufactured    
housing contract. No notice will be given to the trustee or certificateholders  
if a lien arises and the lien would not give rise to a repurchase obligation on 
the part of the party specified in the related agreement.                       

    To the extent that manufactured homes are not treated as real property under
applicable state law, manufactured housing contracts in most cases are 'chattel 
paper' as defined in the UCC in effect in the states in which the manufactured  
homes initially were registered. Under 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 servicer, the subservicer or the        
depositor, as the case may be, will transfer physical possession of the         
manufactured housing contracts to the trustee or its custodian. In addition, the
servicer or the subservicer will make an appropriate filing of a financing      
statement in the appropriate states to give notice of the trustee's ownership of
the manufactured housing contracts. If stated in the accompanying prospectus    
supplement, the manufactured housing contracts will be stamped or marked        
otherwise to reflect their assignment from the depositor to the trustee. In most
cases however, the manufactured housing contracts will not be stamped or marked 
otherwise to reflect their assignment from the depositor to the trustee.        
Therefore, if a subsequent purchaser were able to take physical possession of   
the manufactured housing contracts without notice of the assignment, the        
trustee's interest in the manufactured housing contracts could be defeated. Even
if unsuccessful, these claims could delay payments to the related trust fund and
certificateholders. If successful, losses to the related trust fund and         
certificateholders also could result. To the extent that manufactured homes are 
treated as real property under applicable state law, contracts will be treated  
in a manner similar to that described above with regard to mortgage loans. See  
'Certain Legal Aspects of the Mortgage Loans and Contracts -- The Mortgage      
Loans' in this prospectus.                                                      

Land Home and Land-in-Lieu Contracts. To the extent described in the    
applicable prospectus supplement, the related contract pool may contain land    
home contracts or land-in-lieu contracts. The land home contracts and the       
land-in-lieu contracts will be secured by either first mortgages or deeds of    
trust, depending upon the prevailing practice in the state in which the         
underlying property is located. See 'Certain Legal Aspects of the Mortgage Loans
and Contracts -- The Mortgage Loans' for a description of mortgages, deeds of   
trust and foreclosure procedures.                                               

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   Enforcement of Security Interests in Manufactured Homes. The subservicer or
the servicer on behalf of the trustee, to the extent required by the related    
agreement, may take action to enforce the trustee's security interest for       
manufactured housing contracts in default by repossession and sale of the       
manufactured homes securing the defaulted manufactured housing contracts. So    
long as the manufactured home has not become subject to real estate law, a      
creditor in most cases can repossess a manufactured home securing a contract by 
voluntary surrender, by 'self-help' repossession that is 'peaceful' or, in the  
absence of voluntary surrender and the ability to repossess without breach of   
the peace, by judicial process. 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 the sale. The   
debtor may also have a right to redeem the manufactured home at or before       
resale.                                                                         

Certain statutory provisions, including federal and state bankruptcy and
insolvency laws and general equitable principles, may limit or delay the ability
of a lender to repossess and resell collateral or enforce a deficiency judgment.
For a discussion of deficiency judgments, see ' -- The Mortgage Loans -- Anti-  
Deficiency Legislation and Other Limitations on Lenders' in this prospectus.    

Enforceability of Certain Provisions                                            

    If stated in accompanying prospectus supplement indicates otherwise, some or
all of the loans will not contain due-on-sale clauses. In most cases however,   
all of the loans will contain due-on-sale clauses. These clauses permit the     
lender to accelerate the maturity of the loan if the borrower sells, transfers  
or conveys the property without the consent of the lender. The enforceability of
these clauses has been the subject of legislation or litigation in many states, 
and in some cases the enforceability of these clauses has been limited or       
denied. However, the Garn-St Germain Depository Institutions Act of 1982, or    
Garn-St Germain Act, preempts state constitutional, statutory and case law that 
prohibit the enforcement of due-on-sale clauses and permits lenders to enforce  
these clauses in accordance with their terms, subject to limited exceptions. The
Garn-St Germain Act does 'encourage' lenders to permit 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.                                              

  The Garn-St Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the Garn-St Germain Act may not exercise a           
due-on-sale clause, regardless of the fact that a transfer of the property may  
have occurred. These include intra-family transfers, certain transfers by       
operation of law, leases of fewer than three years and the creation of a junior 
encumbrance. Regulations promulgated under the Garn-St Germain Act also prohibit
the imposition of a prepayment penalty on the acceleration of a loan under a    
due-on-sale clause.                                                             

  The inability to enforce a due-on-sale clause may result in a loan bearing
an interest rate below the current market rate being assumed by a new home buyer
rather than being paid off, which may have an impact on the average life of the 
loans and the number of loans which may be outstanding until maturity.          

 In connection with lenders' attempts to realize on their security, courts
have imposed general equitable principles. These equitable principles are       
designed to relieve the borrower from the legal effect of its defaults under the
loan documents. Examples of judicial remedies that have been fashioned include  
judicial requirements that the lender undertake affirmative and expensive       
actions to determine the causes for the borrower's default and the likelihood   
that the borrower will be able to reinstate the loan. In some cases, courts have
required that lenders reinstate loans or recast payment schedules in order to   
accommodate borrowers who are suffering from temporary financial disability. In 
other cases, courts have limited the right of the lender to realize on its      
security if the default under the mortgage instrument is not monetary, including
the borrower failing to adequately maintain the property. Finally, some courts  
have been faced with the issue of whether or not federal or state constitutional
provisions reflecting due process concerns for adequate notice require that     
borrowers under deeds of trust, deeds to secure debt or mortgages receive       
notices in addition to the statutorily prescribed minimum. For the most part,   
these cases have upheld the notice provisions as being reasonable or have found 
that the sale by a trustee under a deed of trust, or under a deed to secure a   
debt or a mortgagee having a power of sale, does not involve sufficient state   
action to afford constitutional protections to the borrower.                    

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Consumer Protection Laws                                                        

Numerous federal and state consumer protection laws impose requirements 
applicable to the origination of loans, including the Truth in Lending Act, the 
Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit      
Reporting Act, the Equal Credit Opportunity Act, the Fair Debt Collection       
Practices Act and the Uniform Consumer Credit Code. In the case of some of these
laws, the failure to comply with their provisions may affect the enforceability 
of the related loan.                                                            

   If the transferor of a consumer credit contract is also the seller of goods
that give rise to the transaction, and, in certain cases, related lenders and   
assignees, the 'Holder-in-Due-Course' rule of the Federal Trade Commission is   
intended to defeat the ability of the transferor to transfer the contract free  
of notice of claims by the debtor thereunder. The effect of this rule is to     
subject the assignee of the contract to all claims and defenses that the debtor 
could assert against the seller of goods. Liability under this rule is limited  
to amounts paid under a contract; however, the borrower also may be able to     
assert the rule to set off remaining amounts due as a defense against a claim   
brought against the borrower.                                                   

Applicability of Usury Laws                                                     

    Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, or Title V, provides that state usury limitations shall not apply to   
some types of residential first mortgage loans, including Cooperative Loans     
originated by some lenders. Title V also provides that, subject to certain      
conditions, state usury limitations shall not apply to any loan that is secured 
by a first lien on certain kinds of manufactured housing. Title V also provides 
that, subject to the following conditions, state usury limitations shall not    
apply to any home improvement contract that is secured by a first lien on some  
kinds of consumer goods. The contracts would be covered if they satisfy some    
conditions, among other things, governing the terms of any prepayments, late    
charges and deferral fees and requiring a 30-day notice period prior to         
instituting any action leading to repossession of the related unit.             

  Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional        
provision that expressly rejects application of the federal law. Fifteen states 
adopted this type of law prior to the April 1, 1983 deadline. In addition, even 
where Title V was not so rejected, any state is authorized by the law to adopt a
provision limiting discount points or other charges on loans covered by Title V.

  Usury limits apply to junior mortgage loans in many states. Any applicable
usury limits in effect at origination will be reflected in the maximum interest 
rates for the mortgage loans, as described in the accompanying prospectus       
supplement.                                                                     

    In most cases, each seller of a loan will have represented that the loan was
originated in compliance with then applicable state laws, including usury laws, 
in all material respects. However, the interest rates on the loans will be      
subject to applicable usury laws as in effect from time to time.                

Environmental Legislation                                                       

Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, or CERCLA, and under state law in some       
states, a secured party which takes a deed-in-lieu of foreclosure, purchases a  
mortgaged property at a foreclosure sale, or operates a mortgaged property may  
become liable in some circumstances for the costs of cleaning up hazardous      
substances regardless of whether they have contaminated the property. CERCLA    
imposes strict, as well as joint and several, liability on several classes of   
potentially responsible parties, including current owners and operators of the  
property who did not cause or contribute to the contamination. Furthermore,     
liability under CERCLA is not limited to the original or unamortized principal  
balance of a loan or to the value of the property securing a loan. Lenders may  
be held liable under CERCLA as owners or operators unless they qualify for the  
secured creditor exemption to CERCLA. This exemption exempts from the definition
of owners and operators those who, without participating in the management of a 
facility, hold indicia of ownership primarily to protect a security interest in 
the facility.                                                                   

   The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996,
as amended, or the Conservation Act, amended, among other things, the provisions
of CERCLA for lender liability and the                                          

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secured creditor exemption. The Conservation Act offers substantial protection  
to lenders by defining the activities in which a lender can engage and still    
have the benefit of the secured creditor exemption. For a lender to be deemed to
have participated in the management of a mortgaged property, the lender must    
actually participate in the operational affairs of the mortgaged property. The  
Conservation Act provides that 'merely having the capacity to influence, or     
unexercised right to control' operations does not constitute participation in   
management. A lender will lose the protection of the secured creditor exemption 
only if it exercises decision-making control over the mortgagor's environmental 
compliance and hazardous substance handling and disposal practices, or assumes  
day-to-day management of substantially all operational functions of the         
mortgaged property. The Conservation Act also provides that a lender will       
continue to have the benefit of the secured creditor exemption even if it       
forecloses on a mortgaged property, purchases it at a foreclosure sale or       
accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the
mortgaged property at the earliest practicable commercially reasonable time on  
commercially reasonable terms.                                                  

    Other federal and state laws in some circumstances may impose liability on a
secured party which takes a deed-in-lieu of foreclosure, purchases a mortgaged  
property at a foreclosure sale, or operates a mortgaged property on which       
contaminants other than CERCLA hazardous substances are present, including      
petroleum, agricultural chemicals, hazardous wastes, asbestos, radon, and       
lead-based paint. These cleanup costs may be substantial. It is possible that   
the cleanup costs could become a liability of a trust and reduce the amounts    
otherwise distributable to the holders of the related series of securities.     
Moreover, some federal statutes and some states by statute impose an            
Environmental Lien. All subsequent liens on that property are usually           
subordinated to an Environmental Lien and, in some states, even prior recorded  
liens are subordinated to Environmental Liens. In the latter states, the        
security interest of the trustee in a related parcel of real property that is   
subject to an Environmental Lien could be adversely affected.                   

Traditionally, many residential mortgage lenders have not taken steps to
evaluate whether contaminants are present for any mortgaged property prior to   
the origination of the loan or prior to foreclosure or accepting a deed-in-lieu 
of foreclosure. Neither the depositor nor any servicer or subservicer will be   
required by any agreement to undertake any of these evaluations prior to        
foreclosure or accepting a deed-in-lieu of foreclosure. The depositor does not  
make any representations or warranties or assume any liability for the absence  
or effect of contaminants on any mortgaged property or any casualty resulting   
from the presence or effect of contaminants. However, the servicer or the       
subservicer will not be obligated to foreclose on any mortgaged property or     
accept a deed-in-lieu of foreclosure if it knows or reasonably believes that    
there are material contaminated conditions on the property. A failure so to     
foreclose may reduce the amounts otherwise available to certificateholders of   
the related series.                                                             

If stated in the applicable prospectus supplement, at the time the loans
were originated, an environmental assessment of the mortgaged properties will   
have been conducted. In most cases however, at the time the loans were          
originated, no environmental assessment or a very limited environment assessment
of the mortgaged properties will have been conducted.                           

Servicemembers Civil Relief Act                                                 

  Under the terms of the Servicemembers Civil Relief Act, referred to herein
as the Relief Act, a borrower who enters military service after the origination 
of the borrower's loan, including a borrower who was in reserve status and is   
called to active duty after origination of the loan, may not be charged         
interest, including fees and charges, in excess of 6% per annum during the      
period of the borrower's active duty status. In addition to adjusting the       
interest, the lender must forgive any such interest in excess of 6% per annum,  
unless a court or administrative agency of the United States or of any state    
orders otherwise on application of the lender. The Relief Act applies to        
borrowers who are members of the Air Force, Army, Marines, Navy, National Guard,
Reserves or Coast Guard, and officers of the U.S. Public Health Service or the  
National Oceanic and Atmospheric Administration assigned to duty with the       
military.                                                                       

Because the Relief Act applies to borrowers who enter military service, 
including reservists who are called to active duty, after origination of the    
related loan, no information can be provided as to the number of loans that may 
be affected by the Relief Act. For loans included in a trust, application of the
Relief Act would adversely affect, for an indeterminate period of time, the     
ability of the subservicer or the servicer, as applicable, to collect full      
amounts of interest on the loans. Any shortfall in interest                     

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collections resulting from the application of the Relief Act or similar         
legislation or regulations, which would not be recoverable from the related     
loans, would result in a reduction of the amounts distributable to the holders  
of the related securities, and would not be covered by Advances or any form of  
credit enhancement provided in connection with the related series of securities.
In addition, the Relief Act imposes limitations that would impair the ability of
the subservicer or the servicer, as applicable, to foreclose on an affected loan
during the mortgagor's period of active duty status, and, under some            
circumstances, during an additional three month period thereafter. Thus, if the 
Relief Act or similar legislation or regulations applies to any loan which goes 
into default, there may be delays in payment and losses on the related          
securities in connection therewith. Any other interest shortfalls, deferrals or 
forgiveness of payments on the loans resulting from similar legislation or      
regulations may result in delays in payments or losses to certificateholders of 
the related series.                                                             

In June 2002, the California Military and Veterans Code was amended to  
provide protection equivalent to that provided by the Relief Act to California  
national guard members called up to active service by the governor of           
California, California national guard members called up to active service by the
President and reservists called to active duty. The amendment could result in   
shortfalls in interest and could affect the ability of the subservicer or the   
servicer, as applicable, to foreclose on defaulted mortgage loans in a timely   
fashion. In addition, the amendment, like the Relief Act, provides broad        
discretion for a court to modify a mortgage loan upon application by the        
mortgagor. The depositor has not undertaken a determination as to which mortgage
loans, if any, may be affected by the amendment or the Relief Act.              

Default Interest and Limitations on Prepayments                                 

    Notes and mortgages may contain provisions that obligate the borrower to pay
a late charge or additional interest if payments are not timely made, and in    
some circumstances, may prohibit prepayments for a specified period and/or      
condition prepayments on the borrower's payment of prepayment fees or yield     
maintenance penalties. In some states, there are or may be specific limitations 
on the late charges which a lender may collect from a borrower for delinquent   
payments. Some states also limit the amounts that a lender may collect from a   
borrower as an additional charge if the loan is prepaid. In addition, the       
enforceability of provisions that provide for prepayment fees or penalties on an
involuntary prepayment is unclear under the laws of many states. Most           
conventional single-family mortgage loans may be prepaid in full or in part     
without penalty. The regulations of the Federal Home Loan Bank Board, as        
succeeded by the OTS, prohibit the imposition of a prepayment penalty or        
equivalent fee for or in connection with the acceleration of a loan by exercise 
of a due-on-sale clause. A mortgagee to whom a prepayment in full has been      
tendered may be compelled to give either a release of the mortgage or an        
instrument assigning the existing mortgage. The absence of a restraint on       
prepayment, particularly for mortgage loans having higher loan rates, may       
increase the likelihood of refinancing or other early retirements of the        
mortgage loans.                                                                 

   Some state laws restrict the imposition of prepayment charges and late fees
even when the loans expressly provide for the collection of those charges. The  
Alternative Mortgage Transaction Parity Act of 1982, or the Parity Act, permits 
the collection of prepayment charges in connection with some types of loans     
subject to the Parity Act including adjustable rate mortgage loans, preempting  
any contrary state law prohibitions. However, some states may not recognize the 
preemptive authority of the Parity Act or have opted out of the Parity Act.     
Moreover, the OTS, the agency that administers the Parity Act for unregulated   
housing creditors, withdrew its favorable regulations and opinions that         
previously authorized lenders to charge prepayment charges and late fees on     
Parity Act loans notwithstanding contrary state law, effective with respect to  
Parity Act loans originated on or after July 1, 2003. However, the OTS's action 
does not affect Parity Act loans originated before July 1, 2003. As a result, it
is possible that prepayment charges and late fees may not be collected even on  
loans that provide for the payment of these charges. The servicer or subservicer
will be entitled to all prepayment charges and late payment charges to the      
extent collected on the loans and these amounts will not be available for       
payment on the securities, except to the extent specified in the related        
prospectus supplement.                                                          

Forfeiture for Drug, RICO and Money Laundering Violations                       

    Federal law provides that property purchased or improved with assets derived
from criminal activity or otherwise tainted, or used in the commission of       
certain offenses, can be seized and ordered forfeited to                        

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the United States of America. The offenses which can trigger such a seizure and 
forfeiture include, among others, violations of the Racketeer Influenced and    
Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws 
and regulations, including the USA Patriot Act of 2001 and the regulations      
issued pursuant to that Act, as well as the narcotic drug laws. In many         
instances, the United States may seize the property even before a conviction    
occurs.                                                                         

  In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and  
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before the commission of any
other crime upon which the forfeiture is based, or (2) the lender, at the time  
of the execution of the mortgage, was reasonably without cause to believe that  
the property was subject to forfeiture. However, there is no assurance that such
a defense will be successful.                                                   

Negative Amortization Loans                                                     

 A recent case held that state restrictions on the compounding of interest
are not preempted by the provisions of the Depository Institutions Deregulation 
and Monetary Control Act of 1980, or DIDMC, and as a result, a mortgage loan    
that provided for negative amortization violated New Hampshire's requirement    
that first mortgage loans provide for computation of interest on a simple       
interest basis. The court did not address the applicability of the Alternative  
Mortgage Transaction Parity Act of 1982, which authorizes a lender to make      
residential mortgage loans that provide for negative amortization. As a result, 
the enforceability of compound interest on mortgage loans that provide for      
negative amortization is unclear. The case, which was decided by the First      
Circuit Court of Appeals, is binding authority only on Federal District Courts  
in Maine, New Hampshire, Massachusetts, Rhode Island and Puerto Rico.           

Material Federal Income Tax Consequences

General                                                                         

 The following is a discussion of the material, and certain other, federal
income tax consequences of the purchase, ownership and disposition of the       
securities. Where appropriate, additional consequences will be discussed in the 
prospectus supplement relating to a particular series. This discussion is       
intended as an explanatory discussion of the consequences of holding the        
securities generally and does not purport to furnish information with the level 
of detail that would be expected to be provided by an investor's own tax        
advisor, or with consideration of an investor's specific tax circumstances.     
Accordingly, it is recommended that each prospective investor consult with its  
own tax advisor regarding the application of United States federal income tax   
laws, as well as any state, local, foreign or other tax laws, to their          
particular situation. Thacher Proffitt & Wood LLP, Orrick, Herrington &         
Sutcliffe LLP, McKee Nelson LLP and Sidley Austin LLP, counsel to the depositor,
rendered an opinion generally that the discussion in this section is correct in 
all material respects. In addition, counsel to the depositor has rendered an    
opinion to the effect that: (1) with respect to each series of REMIC            
certificates, issued as described in this prospectus and the related prospectus 
supplement, the related mortgage pool, or portion thereof, will be classified as
one or more REMICs and not an association taxable as a corporation -- or        
publicly traded partnership treated as a corporation -- and each class of       
securities will represent either a 'regular' interest or a 'residual' interest  
in the REMIC and (2) with respect to each other series of securities, issued as 
described in this prospectus and the related prospectus supplement, the related 
trust fund will be a grantor trust for federal income tax purposes and not an   
association taxable as a corporation -- or publicly traded partnership treated  
as a corporation -- and each holder of a security will be treated as holding an 
equity interest in that grantor trust. Prospective investors should be aware    
that counsel to the depositor has not rendered any other tax opinions. Further, 
if with respect to any series of securities, none of Thacher Proffitt & Wood    
LLP, Orrick, Herrington & Sutcliffe LLP, McKee Nelson LLP or Sidley Austin LLP  
are counsel to the depositor, depositor's then current counsel will be          
identified in the related prospectus supplement and will confirm or supplement  
the aforementioned opinions. If penalties were asserted against purchasers of   
the securities offered hereunder in respect of their treatment of the securities
offered for tax purposes, the summary of tax considerations contained, and the  
opinions stated, herein and in the prospectus supplement may not meet the       
conditions necessary for purchasers' reliance on that summary                   

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and those opinions to exculpate them from the asserted penalties. Prospective   
investors should be further aware that no rulings have been sought from the     
Internal Revenue Service, known as the IRS, and that legal opinions are not     
binding on the IRS or the courts. Accordingly, there can be no assurance that   
the IRS or the courts will agree with counsel to the depositor's opinions. If,  
contrary to those opinions, the trust fund related to a series of securities is 
characterized or treated as a corporation for federal income tax purposes, among
other consequences, that trust fund would be subject to federal income tax and  
similar state income or franchise taxes on its income and distributions to      
holders of the securities could be impaired.                                    

  The following summary is based on the Code as well as Treasury regulations
and administrative and judicial rulings and practice. Legislative, judicial and 
administrative changes may occur, possibly with retroactive effect, that could  
alter or modify the continued validity of the statements and conclusions set    
forth in this prospectus. This summary does not purport to address all federal  
income tax matters that may be relevant to particular holders of securities. For
example, it generally is addressed only to original purchasers of the securities
that are United States investors, deals only with securities held as capital    
assets within the meaning of Section 1221 of the Code, and does not address tax 
consequences to holders that may be relevant to investors subject to special    
rules, such as non-U.S. investors, banks, insurance companies, tax-exempt       
organizations, electing large partnerships, dealers in securities or currencies,
mutual funds, REITs, S corporations, estates and trusts, investors that hold the
securities as part of a hedge, straddle, integrated or conversion transaction,  
or holders whose 'functional currency' is not the United States dollar. Further,
it does not address alternative minimum tax consequences or the indirect effects
on the holders of equity interests in any entity that is a beneficial owner of  
the securities. Further, this discussion does not address the state or local tax
consequences of the purchase, ownership and disposition of those securities. It 
is recommended that investors consult their own tax advisors in determining the 
federal, state, local, or other tax consequences to them of the purchase,       
ownership and disposition of the securities offered under this prospectus and   
the related prospectus supplement.                                              

    The following discussion addresses REMIC certificates representing interests
in a trust for which the transaction documents require the making of an election
to have the trust, or a portion thereof, be treated as one or more REMICs and   
grantor trust certificates representing interests in a grantor trust. The       
prospectus supplement for each series of securities will indicate whether a     
REMIC election or elections will be made for the related trust fund and, if that
election is to be made, will identify all 'regular interests' and 'residual     
interests' in the REMIC. For purposes of this tax discussion, references to a   
'certificateholder' or a 'holder' are to the beneficial owner of a certificate. 

   Regulations specifically addressing certain of the issues discussed in this
prospectus have not been issued or have been issued only in proposed form and   
this discussion is based in part on regulations that do not adequately address  
some issues relevant to, and in some instances provide that they are not        
applicable to, securities similar to the securities.                            

Classification of REMICs                                                        

  Upon the issuance of each series of REMIC certificates, Thacher Proffitt &
Wood LLP, Orrick, Herrington & Sutcliffe LLP, McKee Nelson LLP, Sidley Austin   
LLP or such other counsel to the depositor as specified in the related          
prospectus supplement, will deliver its opinion to the effect that, assuming    
compliance with all provisions of the related pooling and servicing agreement,  
or trust agreement, the related trust fund, or each applicable portion of the   
related trust fund, will qualify as a REMIC and the certificates offered with   
respect thereto will be considered to be, or evidence the ownership of, 'regular
interests,' in the related REMIC or 'residual interests,' in that REMIC. If with
respect to any series, none of Thacher Proffitt & Wood LLP, Orrick, Herrington &
Sutcliffe LLP, McKee Nelson LLP or Sidley Austin LLP are counsel to the         
depositor, then depositor's counsel for such series will be identified in the   
related prospectus supplement and will confirm, or supplement, the              
aforementioned opinions. Opinions of counsel only represent the views of that   
counsel and are not binding on the IRS or the courts. Accordingly, there can be 
no assurance that the IRS and the courts will not take a differing position.    

  If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for that status during any taxable 
year, the Code provides that the entity will not be treated as a REMIC for that 
year and thereafter. In that event, the entity may be taxable as a              

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separate corporation under Treasury regulations, and the related certificates   
may not be accorded the status or given the tax treatment described in this     
prospectus under 'Material Federal Income Tax Consequences.' The IRS may, but is
not compelled to provide relief but any relief may be accompanied by sanctions, 
including the imposition of a corporate tax on all or a portion of the trust's  
income for the period in which the requirements for that status are not         
satisfied. The pooling and servicing agreement, indenture or trust agreement for
each REMIC will include provisions designed to maintain the related trust fund's
status as a REMIC. It is not anticipated that the status of any trust fund as a 
REMIC will be terminated.                                                       

Characterization of Investments in REMIC Regular Certificates. Except as
provided in the following sentence, the REMIC Regular Certificates will be real 
estate assets within the meaning of Section 856(c)(5)(B) of the Code and assets 
described in Section 7701(a)(19)(C) of the Code in the same proportion as the   
assets of the REMIC underlying the certificates. If 95% or more of the assets of
the REMIC qualify for either of the treatments described in the previous        
sentence at all times during a calendar year, the REMIC Regular Certificates    
will qualify for the corresponding status in their entirety for that calendar   
year. Interest, including original issue discount, on the REMIC Regular         
Certificates and income allocated to the class of REMIC Residual Certificates   
will be interest described in Section 856(c)(3)(B) of the Code to the extent    
that the certificates are treated as real estate assets within the meaning of   
Section 856(c)(5)(B) of the Code. In addition, the REMIC Regular Certificates   
will be qualified mortgages within the meaning of Section 860G(a)(3) of the Code
if transferred to another REMIC on its startup day in exchange for regular or   
residual interests of that REMIC. The determination as to the percentage of the 
REMIC's assets that constitute assets described in these sections of the Code   
will be made for each calendar quarter based on the average adjusted basis of   
each category of the assets held by the REMIC during the calendar quarter. The  
trustee will report those determinations to certificateholders in the manner and
at the times required by Treasury regulations.                                  

  The American Jobs Creation Act of 2004, or the Jobs Act, allows, effective
January 1, 2005, REMICs to hold reverse mortgages, home equity lines of credit  
loans and sufficient assets to fund draws on the foregoing mortgage loans. Under
the legislative history to the Jobs Act, a 'reverse mortgage,' is a loan that is
secured by an interest in real property, and that (1) provides for advances that
are secured by the same property, (2) requires the payment of an amount due at  
maturity that is no greater than the value of the securing property,            
(3) provides that all payments are due only on maturity of the loan, and        
(4) matures after a fixed term or at the time the obligor ceases to use the     
securing property as a personal residence. If reverse mortgages or home equity  
line of credit loans are contributed to a REMIC, the accompanying tax           
consequences will be discussed separately in the prospectus supplement offering 
interests in that REMIC.                                                        

 The assets of the REMIC will include mortgage loans, payments on mortgage
loans held prior to the distribution of these payments to the REMIC Certificates
and any property acquired by foreclosure held prior to the sale of this         
property, and may include amounts in reserve accounts. It is unclear whether    
property acquired by foreclosure held prior to the sale of this property and    
amounts in reserve accounts would be considered to be part of the mortgage      
loans, or whether these assets otherwise would receive the same treatment as the
mortgage loans for purposes of all of the Code sections discussed in the        
immediately preceding paragraph. The related prospectus supplement will describe
the mortgage loans that may not be treated entirely as assets described in the  
sections of the Code discussed in the immediately preceding paragraph. The REMIC
Regulations do provide, however, that cash received from payments on mortgage   
loans held pending distribution is considered part of the mortgage loans for    
purposes of Section 856(c)(5)(B) of the Code. Furthermore, foreclosure property 
will qualify as real estate assets under Section 856(c)(5)(B) of the Code.      

Taxation of Owners of REMIC Regular Certificates                                

   General. In general, REMIC Regular Certificates will be treated for federal
income tax purposes as debt instruments and not as ownership interests in the   
REMIC or its assets. Moreover, holders of Regular Certificates that otherwise   
report income under a cash method of accounting will be required to report      
income for Regular Certificates under an accrual method.                        

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   Original Issue Discount. Some REMIC Regular Certificates may be issued with
'original issue discount,' or OID, within the meaning of Section 1273(a) of the 
Code. Any holders of Regular Certificates issued with original issue discount   
typically will be required to include original issue discount in income as it   
accrues, in accordance with the method described below, in advance of the       
receipt of the cash attributable to that income. In addition, Section 1272(a)(6)
of the Code provides special rules applicable to Regular Certificates and       
certain other debt instruments issued with original issue discount. Regulations 
have not been issued under that section.                                        

  The Code requires that a prepayment assumption be used for loans held by a
REMIC in computing the accrual of original issue discount on Regular            
Certificates issued by that issuer, and that adjustments be made in the amount  
and rate of accrual of the discount to reflect differences between the actual   
prepayment rate and the prepayment assumption. The prepayment assumption is to  
be determined in a manner prescribed in Treasury regulations; as noted above,   
those regulations have not been issued. The conference committee report         
accompanying the Tax Reform Act of 1986 indicates that the regulations will     
provide that the prepayment assumption used for a Regular Certificate must be   
the same as that used in pricing the initial offering of the Regular            
Certificate. The prepayment assumption used by the servicer, the subservicer, or
the REMIC administrator, as applicable, in reporting original issue discount for
each series of Regular Certificates will be consistent with this standard and   
will be disclosed in the accompanying prospectus supplement. However, none of   
the depositor, the REMIC administrator, or the servicer or subservicer will make
any representation that the loans will in fact prepay at a rate conforming to   
the prepayment assumption or at any other rate.                                 

   The original issue discount, if any, on a REMIC Regular Certificate will be
the excess of its stated redemption price at maturity over its issue price. The 
issue price of a particular class of Regular Certificates will be the first cash
price at which a substantial amount of Regular Certificates of that class is    
sold, excluding sales to bond houses, brokers and underwriters. If less than a  
substantial amount of a particular class of Regular Certificates is sold for    
cash on or prior to the date of their initial issuance, or the closing date, the
issue price for that class will be treated as the fair market value of the class
on the closing date. Under the OID regulations, the stated redemption price of a
REMIC Regular Certificate is equal to the total of all payments to be made on   
that certificate other than 'qualified stated interest.' Qualified stated       
interest includes interest that is unconditionally payable at least annually at 
a single fixed rate, or in the case of a variable rate debt instrument, at a    
'qualified floating rate,' an 'objective rate,' a combination of a single fixed 
rate and one or more 'qualified floating rates' or one 'qualified inverse       
floating rate,' or a combination of 'qualified floating rates' that in most     
cases does not operate in a manner that accelerates or defers interest payments 
on a Regular Certificate. Because a portion of the interest payable on the      
certificates may be deferred, it is possible that some or all of such interest  
may not be treated as unconditionally payable. Nevertheless, for tax information
reporting purposes, unless disclosed otherwise in the applicable prospectus     
supplement, the trustee or other person responsible for tax information         
reporting will treat all stated interest on each class of certificates as       
qualified stated interest, provided that class is not an interest-only class (or
a class the interest on which is substantially disproportionate to its principal
amount), or an accrual class (i.e. a class on which interest is not payable     
currently in all accrual periods).                                              

  In the case of Regular Certificates bearing adjustable interest rates, the
determination of the total amount of original issue discount and the timing of  
the inclusion of the original issue discount will vary according to the         
characteristics of the Regular Certificates. If the original issue discount     
rules apply to the certificates, the accompanying prospectus supplement will    
describe the manner in which the rules will be applied by the servicer, the     
subservicer, or REMIC administrator for those certificates in preparing         
information returns to the certificateholders and the IRS.                      

   Some classes of the Regular Certificates may provide for the first interest
payment with respect to their certificates to be made more than one month after 
the date of issuance, a period which is longer than the subsequent monthly      
intervals between interest payments. Assuming the 'accrual period,' as defined  
below, for original issue discount is each monthly period that begins or ends on
a distribution date, in some cases, as a consequence of this 'long first accrual
period,' some or all interest payments may be required to be included in the    
stated redemption price of the Regular Certificate and accounted for as original
issue discount. Because interest on Regular Certificates must in any event be   
accounted for                                                                   

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under an accrual method, applying this analysis would result in only a slight   
difference in the timing of the inclusion in income of the yield on the Regular 
Certificates.                                                                   

 In addition, if the accrued interest to be paid on the first distribution
date is computed for a period that begins prior to the closing date, a portion  
of the purchase price paid for a Regular Certificate will reflect the accrued   
interest. In these cases, information returns to the certificateholders and the 
IRS will be based on the position that the portion of the purchase price paid   
for the interest accrued for periods prior to the closing date is treated as    
part of the overall cost of the Regular Certificate, and not as a separate asset
the cost of which is recovered entirely out of interest received on the next    
distribution date, and that portion of the interest paid on the first           
distribution date in excess of interest accrued for a number of days            
corresponding to the number of days from the closing date to the first          
distribution date should be included in the stated redemption price of the      
Regular Certificate. However, the OID regulations state that all or some portion
of the accrued interest may be treated as a separate asset the cost of which is 
recovered entirely out of interest paid on the first distribution date. It is   
unclear how an election to do so would be made under the OID regulations and    
whether that election could be made unilaterally by a certificateholder.        

 Regardless of the general definition of original issue discount, original
issue discount on a Regular Certificate will be considered to be de minimis if  
it is less than 0.25% of the stated redemption price of the Regular Certificate 
multiplied by its weighted average life. For this purpose, the weighted average 
life of the Regular Certificate is computed as the sum of the amounts           
determined, as to each payment included in the stated redemption price of the   
Regular Certificate, by multiplying:                                            

   o   the number of complete years, rounding down for partial years, from the
      issue date until the payment is expected to be made, presumably taking
into account the prepayment assumption;                         

by                                                          

    o   a fraction, the numerator of which is the amount of the payment, and the
      denominator of which is the stated redemption price at maturity of the
Regular Certificate.                                            

Under the OID regulations, original issue discount of only a de minimis amount, 
other than de minimis original issue discount attributable to a so-called       
'teaser' interest rate or an initial interest holiday, will be included in      
income as each payment of stated principal is made, based on the product of the 
total remaining amount of the de minimis original issue discount and a fraction,
the numerator of which is the amount of the principal payment and the           
denominator of which is the outstanding stated principal amount of the Regular  
Certificate. The OID regulations also would permit a certificateholder to elect 
to accrue de minimis original issue discount into income currently based on a   
constant yield method. See ' -- Market Discount' in this prospectus for a       
description of that election under the OID regulations.                         

If original issue discount on a Regular Certificate is in excess of a de
minimis amount, the holder of the certificate must include in ordinary gross    
income the sum of the 'daily portions' of original issue discount for each day  
during its taxable year on which it held the Regular Certificate, including the 
purchase date but excluding the disposition date. In the case of an original    
holder of a Regular Certificate, the daily portions of original issue discount  
will be determined as follows.                                                  

The 'accrual period' as used in this section will be:                   

o   the period that begins or ends on a date that corresponds to a      
       distribution date and begins on the first day following the immediately
     preceding accrual period, or in the case of the first accrual period,
begins on the closing date; or                                  

o   such other period as described in the related prospectus supplement.

As to each accrual period, a calculation will be made of the portion of the     
original issue discount that accrued during that accrual period. The portion of 
original issue discount that accrues in any accrual period will equal the       
excess, if any, of:                                                             

(1) the sum of:                                                 

          o   the present value, as of the end of the accrual period, of all
        of the distributions remaining to be made on the Regular
Certificate, if any, in future periods; and     

        o   the distributions made on the Regular Certificate during the
           accrual period of amounts included in the stated redemption
price;                                          

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over                                                

        (2) the adjusted issue price of the Regular Certificate at the beginning
of the accrual period.                                                  

The present value of the remaining distributions referred to in the     
preceding sentence will be calculated:                                          

  (1) assuming that distributions on the Regular Certificate will be
        received in future periods based on the loans being prepaid at a
rate equal to the prepayment assumption; and            

        (2) using a discount rate equal to the original yield to maturity of the
certificate.                                            

For these purposes, the original yield to maturity of the certificate will be   
calculated based on its issue price and assuming that distributions on the      
certificate will be made in all accrual periods based on the loans being prepaid
at a rate equal to the prepayment assumption. The adjusted issue price of a     
Regular Certificate at the beginning of any accrual period will equal the issue 
price of the certificate, increased by the aggregate amount of original issue   
discount that accrued for that certificate in prior accrual periods, and reduced
by the amount of any distributions made on that Regular Certificate in prior    
accrual periods of amounts included in its stated redemption price. The original
issue discount accruing during any accrual period, computed as described above, 
will be allocated ratably to each day during the accrual period to determine the
daily portion of original issue discount for that day.                          

    The OID regulations suggest that original issue discount for securities that
represent multiple uncertificated regular interests, in which ownership         
interests will be issued simultaneously to the same buyer and which may be      
required under the related pooling and servicing agreement to be transferred    
together, should be computed on an aggregate method. In the absence of further  
guidance from the IRS, original issue discount for securities that represent the
ownership of multiple uncertificated regular interests will be reported to the  
IRS and the certificateholders on an aggregate method based on a single overall 
constant yield and the prepayment assumption stated in the accompanying         
prospectus supplement, treating all uncertificated regular interests as a single
debt instrument as set forth in the OID regulations, so long as the pooling and 
servicing agreement requires that the uncertificated regular interests be       
transferred together.                                                           

A subsequent purchaser of a Regular Certificate that purchases the      
certificate at a cost, excluding any portion of that cost attributable to       
accrued qualified stated interest, less than its remaining stated redemption    
price will also be required to include in gross income the daily portions of any
original issue discount for that certificate. However, each daily portion will  
be reduced, if the cost is in excess of its 'adjusted issue price,' in          
proportion to the ratio that excess bears to the aggregate original issue       
discount remaining to be accrued on the Regular Certificate. The adjusted issue 
price of a Regular Certificate on any given day equals:                         

 o   the adjusted issue price or, in the case of the first accrual period,
   the issue price, of the certificate at the beginning of the accrual
period which includes that day;                                 

plus                                                        

 o   the daily portions of original issue discount for all days during the
accrual period prior to that day;                               

minus                                                       

   o   any principal payments made during the accrual period prior to that day
for the certificate.                                            

 The IRS proposed regulations on August 24, 2004 concerning the accrual of
interest income by the holders of REMIC regular interests. The proposed         
regulations would create a special rule for accruing OID on REMIC regular       
interests providing for a delay between record and payment dates, such that the 
period over which OID accrues coincides with the period over which the holder's 
right to interest payment accrues under the governing contract provisions rather
than over the period between distribution dates. If the proposed regulations are
adopted in the same form as proposed, taxpayers would be required to accrue     
interest from the issue date to the first record date, but would not be required
to accrue interest after the last record date. The proposed regulations are     
limited to REMIC regular interests with delayed payment for periods of fewer    
than 32 days. The proposed regulations are proposed to apply to any REMIC       
regular interest issued after the date the final regulations are published in   
the Federal Register. The proposed regulations provide automatic consent for the
holder of a REMIC regular interest to change its method of                      

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accounting for OID under the final regulations. The change is proposed to be    
made on a cut-off basis and, thus, does not affect REMIC regular interests      
issued before the date the final regulations are published in the Federal       
Register.                                                                       

  The IRS issued a notice of proposed rulemaking on the timing of income and
deductions attributable to interest-only regular interests in a REMIC on        
August 24, 2004. In this notice, the IRS and Treasury requested comments on     
whether to adopt special rules for taxing regular interests in a REMIC that are 
entitled only to a specified portion of the interest in respect of one or more  
mortgage loans held by the REMIC, or REMIC IOs, high-yield REMIC regular        
interests, and apparent negative-yield instruments. The IRS and Treasury also   
requested comments on different methods for taxing the foregoing instruments,   
including the possible recognition of negative amounts of OID, the formulation  
of special guidelines for the application of Code Section 166 to REMIC IOs and  
similar instruments, and the adoption of a new alternative method applicable to 
REMIC IOs and similar instruments. It is uncertain whether the IRS actually will
propose any regulations as a consequence of the solicitation of comments and    
when any resulting new rules would be effective.                                

    Market Discount. A certificateholder that purchases a Regular Certificate at
a market discount, that is, in the case of a Regular Certificate issued without 
original issue discount, at a purchase price less than its remaining stated     
principal amount, or in the case of a Regular Certificate issued with original  
issue discount, at a purchase price less than its adjusted issue price will     
recognize income on receipt of each distribution representing stated redemption 
price. In particular, under Section 1276 of the Code such a certificateholder in
most cases will be required to allocate the portion of each distribution        
representing stated redemption price first to accrued market discount not       
previously included in income, and to recognize ordinary income to that extent. 

    A certificateholder may elect to include market discount in income currently
as it accrues rather than including it on a deferred basis in accordance with   
the foregoing. If made, the election will apply to all market discount bonds    
acquired by the certificateholder on or after the first day of the first taxable
year to which the election applies. In addition, the OID regulations permit a   
certificateholder to elect to accrue all interest, discount, including de       
minimis market or original issue discount, and premium in income as interest,   
based on a constant yield method. If the election were made for a Regular       
Certificate with market discount, the certificateholder would be deemed to have 
made an election to include currently market discount in income for all other   
debt instruments having market discount that the certificateholder acquires     
during the taxable year of the election or thereafter. Similarly, a             
certificateholder that made this election for a certificate that is acquired at 
a premium would be deemed to have made an election to amortize bond premium for 
all debt instruments having amortizable bond premium that the certificateholder 
owns or acquires. See ' -- Premium' in this prospectus. Each of these elections 
to accrue interest, discount and premium for a certificate on a constant yield  
method or as interest may not be revoked without the consent of the IRS.        

   However, market discount for a Regular Certificate will be considered to be
de minimis for purposes of Section 1276 of the Code if the market discount is   
less than 0.25% of the remaining stated redemption price of the Regular         
Certificate multiplied by the number of complete years to maturity remaining    
after the date of its purchase. In interpreting a similar rule for original     
issue discount on obligations payable in installments, the OID regulations refer
to the weighted average maturity of obligations, and it is likely that the same 
rule will be applied for market discount, presumably taking into account the    
prepayment assumption. If market discount is treated as de minimis under this   
rule, it appears that the actual discount would be treated in a manner similar  
to original issue discount of a de minimis amount. See ' -- Original Issue      
Discount' in this prospectus. This treatment may result in discount being       
included in income at a slower rate than discount would be required to be       
included in income using the method described above.                            

Section 1276(b)(3) of the Code specifically authorizes the Treasury     
Department to issue regulations providing for the method for accruing market    
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, certain   
rules described in the Committee Report apply. The Committee Report indicates   
that in each accrual period market discount on Regular Certificates should      
accrue, at the certificateholder's option:                                      

o   on the basis of a constant yield method;                            

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o   in the case of a Regular Certificate issued without original issue  
       discount, in an amount that bears the same ratio to the total remaining
       market discount as the stated interest paid in the accrual period bears
  to the total amount of stated interest remaining to be paid on the
 Regular Certificate as of the beginning of the accrual period; or

o   in the case of a Regular Certificate issued with original issue     
       discount, in an amount that bears the same ratio to the total remaining
     market discount as the original issue discount accrued in the accrual
  period bears to the total original issue discount remaining on the
Regular Certificate at the beginning of the accrual period.     

Moreover, the prepayment assumption used in calculating the accrual of original 
issue discount is to be used in calculating the accrual of market discount.     
Because the regulations referred to in this paragraph have not been issued, it  
is not possible to predict what effect those regulations might have on the tax  
treatment of a Regular Certificate purchased at a discount in the secondary     
market.                                                                         

To the extent that Regular Certificates provide for monthly or other    
periodic distributions throughout their term, the effect of these rules may be  
to require market discount to be includible in income at a rate that is not     
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a Regular           
Certificate in most cases will be required to treat a portion of any gain on the
sale or exchange of that certificate as ordinary income to the extent of the    
market discount accrued to the date of disposition under one of the foregoing   
methods, less any accrued market discount previously reported as ordinary       
income.                                                                         

In addition, under Section 1277 of the Code, a holder of a Regular      
Certificate may be required to defer a portion of its interest deductions for   
the taxable year attributable to any indebtedness incurred or continued to      
purchase or carry a Regular Certificate purchased with market discount. For     
these purposes, the de minimis rule referred to above applies. Any deferred     
interest expense would not exceed the market discount that accrues during that  
taxable year and is, in general, allowed as a deduction not later than the year 
in which the market discount is includible in income. If the holder elects to   
include market discount in income currently as it accrues on all market discount
instruments acquired by that holder in that taxable year or thereafter, the     
interest deferral rule described above will not apply.                          

    Premium. A Regular Certificate purchased at a cost, excluding any portion of
that cost attributable to accrued qualified stated interest, greater than its   
remaining stated redemption price will be considered to be purchased at a       
premium. The holder of a Regular Certificate may elect under Section 171 of the 
Code to amortize that premium under the constant yield method over the life of  
the certificate. If made, this election will apply to all debt instruments      
having amortizable bond premium that the holder owns or subsequently acquires.  
Amortizable premium will be treated as an offset to interest income on the      
related Regular Certificate, rather than as a separate interest deduction. The  
OID regulations also permit certificateholders to elect to include all interest,
discount and premium in income based on a constant yield method, further        
treating the certificateholder as having made the election to amortize premium  
generally. See ' -- Market Discount' in this prospectus. The conference         
committee report states that the same rules that apply to accrual of market     
discount, which rules will require use of a prepayment assumption in accruing   
market discount for Regular Certificates without regard to whether those        
certificates have original issue discount, will also apply in amortizing bond   
premium under Section 171 of the Code. However, the use of an assumption that   
there will be no prepayments might be required.                                 

 Realized Losses. Under Section 166 of the Code, both corporate holders of
the Regular Certificates and noncorporate holders of the Regular Certificates   
that acquire those certificates in connection with a trade or business should be
allowed to deduct, as ordinary losses, any losses sustained during a taxable    
year in which their certificates become wholly or partially worthless as the    
result of one or more Realized Losses on the loans. However, it appears that a  
noncorporate holder that does not acquire a Regular Certificate in connection   
with a trade or business will not be entitled to deduct a loss under            
Section 166 of the Code until the holder's certificate becomes wholly worthless,
until its outstanding principal balance has been reduced to zero, and that the  
loss will be characterized as a short-term capital loss.                        

    Each holder of a Regular Certificate will be required to accrue interest and
original issue discount for that certificate, without giving effect to any      
reductions in distributions attributable to defaults or delinquencies on the    
loans or the underlying certificates until it can be established that any       
reduction                                                                       

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ultimately will not be recoverable. As a result, the amount of taxable income   
reported in any period by the holder of a Regular Certificate could exceed the  
amount of economic income actually realized by the holder in that period.       
Although the holder of a Regular Certificate eventually will recognize a loss or
reduction in income attributable to previously accrued and included income that,
as the result of a Realized Loss, ultimately will not be realized, the law is   
unclear with respect to the timing and character of the loss or reduction in    
income.                                                                         

Taxation of Owners of REMIC Residual Certificates                               

General. As residual interests, the REMIC Residual Certificates will be 
subject to tax rules that differ significantly from those that would apply if   
the REMIC Residual Certificates were treated for federal income tax purposes as 
direct ownership interests in the loans or as debt instruments issued by the    
REMIC.                                                                          

A holder of a REMIC Residual Certificate generally will be required to  
report its daily portion of the taxable income or, in accordance with the       
limitations noted in this discussion, the net loss of the REMIC for each day    
during a calendar quarter that the holder owned the REMIC Residual Certificate. 
For this purpose, the taxable income or net loss of the REMIC will be allocated 
to each day in the calendar quarter ratably using a '30 days per month/90 days  
per quarter/360 days per year' convention or some other convention if stated in 
the accompanying prospectus supplement. The daily amounts will then be allocated
among the REMIC residual certificateholders in proportion to their respective   
ownership interests on that day. Any amount included in the gross income or     
allowed as a loss of any REMIC residual certificateholder by virtue of this     
allocation will be treated as ordinary income or loss. The taxable income of the
REMIC will be determined under the rules described in this prospectus in        
' -- Taxable Income of the REMIC' and will be taxable to the REMIC residual     
certificateholders without regard to the timing or amount of cash distributions 
by the REMIC. Ordinary income derived from REMIC Residual Certificates will be  
'portfolio income' for purposes of the taxation of taxpayers in accordance with 
limitations under Section 469 of the Code on the deductibility of 'passive      
losses.'                                                                        

    A holder of a REMIC Residual Certificate that purchased the certificate from
a prior holder of that certificate also will be required to report on its       
federal income tax return amounts representing its daily portion of the taxable 
income or net loss of the REMIC for each day that it holds the REMIC Residual   
Certificate. These daily portions generally will equal the amounts of taxable   
income or net loss determined as described above. The committee report indicates
that modifications of the general rules may be made, by regulations, legislation
or otherwise, to reduce, or increase, the income or loss of a REMIC residual    
certificateholder that purchased the REMIC Residual Certificate from a prior    
holder of the certificate at a price greater than, or less than, the adjusted   
basis, as defined below, that REMIC Residual Certificate would have had in the  
hands of an original holder of that certificate. The REMIC regulations, however,
do not provide for any such modifications.                                      

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

  The amount of income REMIC residual certificateholders will be required to
report, or the tax liability associated with that income, may exceed the amount 
of cash distributions received from the REMIC for the corresponding period.     
Consequently, REMIC residual certificateholders should have other sources of    
funds sufficient to pay any federal income taxes due as a result of their       
ownership of REMIC Residual Certificates or unrelated deductions against which  
income may be offset, subject to the rules relating to 'excess inclusions' and  
'noneconomic' residual interests discussed below. The fact that the tax         
liability associated with the income allocated to REMIC residual                
certificateholders may exceed the cash                                          

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distributions received by the REMIC residual certificateholders for the         
corresponding period may significantly adversely affect the REMIC residual      
certificateholders after-tax rate of return.                                    

   Taxable Income of the REMIC. The taxable income of the REMIC will equal the
income from the loans and other assets of the REMIC plus any cancellation of    
indebtedness income due to the allocation of Realized Losses to Regular         
Certificates, less the deductions allowed to the REMIC for interest, including  
original issue discount and reduced by the amortization of any premium received 
on issuance, on the Regular Certificates, and any other class of REMIC          
certificates constituting 'regular interests' in the REMIC not offered hereby,  
amortization of any premium on the loans, bad debt deductions for the loans and,
except as described below, for servicing, administrative and other expenses.    

For purposes of determining its taxable income, the REMIC will have an  
initial aggregate basis in its assets equal to their fair market value          
immediately after their transfer to the REMIC. For this purpose, the servicer,  
the subservicer, or REMIC administrator, as applicable, intends to treat the    
fair market value of the loans as being equal to the aggregate issue prices of  
the Regular Certificates and REMIC Residual Certificates. The aggregate basis   
will be allocated among the loans collectively and the other assets of the REMIC
in proportion to their respective fair market values. The issue price of any    
REMIC certificates offered hereby will be determined in the manner described in 
this prospectus under ' -- Taxation of Owners of REMIC Regular                  
Certificates -- Original Issue Discount.' Accordingly, if one or more classes of
REMIC certificates are retained initially rather than sold, the servicer, the   
subservicer, or REMIC administrator, as applicable, may be required to estimate 
the fair market value of those interests in order to determine the basis of the 
REMIC in the loans and other property held by the REMIC.                        

  Subject to the possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount      
income for loans that it holds will be equivalent to the method of accruing     
original issue discount income for regular certificateholders; under the        
constant yield method taking into account the prepayment assumption. However, a 
REMIC that acquires collateral at a market discount must include the discount in
income currently, as it accrues, on a constant interest basis. See ' -- Taxation
of Owners of REMIC Regular Certificates' in this prospectus, which describes a  
method of accruing discount income that is analogous to that required to be used
by a REMIC as to loans with market discount that it holds.                      

   A loan will be deemed to have been acquired with discount or premium to the
extent that the REMIC's basis in that loan, determined as described in the      
preceding paragraph, is less than or greater than its stated redemption price.  
Any discount will be includible in the income of the REMIC as it accrues, in    
advance of receipt of the cash attributable to that income, under a method      
similar to the method described above for accruing original issue discount on   
the Regular Certificates. It is anticipated that each REMIC will elect under    
Section 171 of the Code to amortize any premium on the loans. Premium on any    
loan to which the election applies may be amortized under a constant yield      
method, presumably taking into account a prepayment assumption.                 

 A REMIC will be allowed deductions for interest, including original issue
discount, on the Regular Certificates, including any other class of REMIC       
certificates constituting 'regular interests' in the REMIC not offered hereby,  
equal to the deductions that would be allowed if the Regular Certificates,      
including any other class of REMIC certificates constituting 'regular interests'
in the REMIC not offered hereby, were indebtedness of the REMIC. Original issue 
discount will be considered to accrue for this purpose as described in this     
prospectus under ' -- Taxation of Owners of REMIC Regular                       
Certificates -- Original Issue Discount,' except that the de minimis rule and   
the adjustments for subsequent holders of 'regular interests' in the REMIC      
described in this prospectus under ' -- Taxation of Owners of REMIC Regular     
Certificates -- Original Issue Discount,' will not apply.                       

 If a class of Regular Certificates is issued at an Issue Premium, the net
amount of interest deductions that are allowed the REMIC in each taxable year   
for the Regular Certificates of that class will be reduced by an amount equal to
the portion of the Issue Premium that is considered to be amortized or repaid in
that year. Although the matter is not entirely certain, it is likely that Issue 
Premium would be amortized under a constant yield method in a manner analogous  
to the method of accruing original issue discount described in this prospectus  
under ' -- Taxation of Owners of REMIC Regular Certificates -- Original Issue   
Discount.'                                                                      

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    As a general rule, the taxable income of the REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its  
taxable year and using the accrual method of accounting. However, no item of    
income, gain, loss or deduction allocable to a prohibited transaction will be   
taken into account. See ' -- Prohibited Transactions and Other Taxes' in this   
prospectus. Further, the limitation on miscellaneous itemized deductions imposed
on individuals by Section 67 of the Code, which allows those deductions only to 
the extent they exceed in the aggregate two percent of the taxpayer's adjusted  
gross income, will not be applied at the REMIC level so that the REMIC will be  
allowed deductions for servicing, administrative and other non-interest expenses
in determining its taxable income. All of these expenses will be allocated as a 
separate item to the holders of REMIC Residual Certificates, subject to the     
limitation of Section 67 of the Code. See ' -- Possible Pass-Through of         
Miscellaneous Itemized Deductions' in this prospectus. If the deductions allowed
to the REMIC exceed its gross income for a calendar quarter, the excess will be 
the net loss for the REMIC for that calendar quarter.                           

Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for that REMIC Residual   
Certificate, increased by amounts included in the income of the related         
certificateholder and decreased, but not below zero, by distributions made, and 
by net losses allocated, to the related certificateholder.                      

  A REMIC residual certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent the net loss exceeds the REMIC  
residual certificateholder's adjusted basis in its REMIC Residual Certificate as
of the close of that calendar quarter, determined without regard to the net     
loss. Any loss that is not currently deductible by reason of this limitation may
be carried forward indefinitely to future calendar quarters and, in accordance  
with the same limitation, may be used only to offset income from the REMIC      
Residual Certificate. The ability of REMIC residual certificateholders to deduct
net losses may be limited in accordance with additional limitations under the   
Code, as to which the certificateholders are encouraged to consult their tax    
advisors.                                                                       

Any distribution on a REMIC Residual Certificate will be treated as a   
non-taxable return of capital to the extent it does not exceed the holder's     
adjusted basis in the REMIC Residual Certificate. To the extent a distribution  
on a REMIC Residual Certificate exceeds the adjusted basis, it will be treated  
as gain from the sale of the REMIC Residual Certificate. Holders of REMIC       
Residual Certificates may be entitled to distributions early in the term of the 
related REMIC under circumstances in which their basis in the REMIC Residual    
Certificates will not be sufficiently large that distributions will be treated  
as nontaxable returns of capital. Their basis in the REMIC Residual Certificates
will initially equal the amount paid for those REMIC Residual Certificates and  
will be increased by their allocable shares of taxable income of the related    
trust fund. However, their basis increases may not occur until the end of the   
calendar quarter, or perhaps the end of the calendar year, for which the REMIC  
taxable income is allocated to the REMIC residual certificateholders. To the    
extent the REMIC residual certificateholders initial basis are less than the    
distributions to the REMIC residual certificateholders, and increases in the    
initial basis either occur after distributions or, together with their initial  
basis, are less than the amount of the distributions, gain will be recognized to
the REMIC residual certificateholders on those distributions and will be treated
as gain from the sale of their REMIC Residual Certificates.                     

  The effect of these rules is that a certificateholder may not amortize its
basis in a REMIC Residual Certificate, but may only recover its basis through   
distributions, through the deduction of its share of any net losses of the REMIC
or on the sale of its REMIC Residual Certificate. See ' -- Sales of REMIC       
Certificates' in this prospectus. For a discussion of possible modifications of 
these rules that may require adjustments to income of a holder of a REMIC       
Residual Certificate other than an original holder in order to reflect any      
difference between the cost of the REMIC Residual Certificate to its holder and 
the adjusted basis the REMIC Residual Certificate would have had in the hands of
the original holder, see ' -- General' in this prospectus.                      

   Excess Inclusions. Any 'excess inclusions' for a REMIC Residual Certificate
will be subject to federal income tax in all events.                            

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    In general, the 'excess inclusions' for a REMIC Residual Certificate for any
calendar quarter will be the excess, if any, of:                                

  o   the sum of the daily portions of REMIC taxable income allocable to the
REMIC Residual Certificate;                                     

over                                                        

    o   the sum of the 'daily accruals,' as described in the following sentence,
        for each day during that quarter that the REMIC Residual Certificate was
held by the REMIC residual certificateholder.                   

The daily accruals of a REMIC residual certificateholder will be determined by  
allocating to each day during a calendar quarter its ratable portion of the     
product of the 'adjusted issue price' of the REMIC Residual Certificate at the  
beginning of the calendar quarter and 120% of the 'long-term Federal rate' in   
effect on the closing date. For this purpose, the adjusted issue price of a     
REMIC Residual Certificate as of the beginning of any calendar quarter will be  
equal to the issue price of the REMIC Residual Certificate, increased by the sum
of the daily accruals for all prior quarters and decreased, but not below zero, 
by any distributions made on the REMIC Residual Certificate before the beginning
of that quarter. The issue price of a REMIC Residual Certificate is the initial 
offering price to the public, excluding bond houses, brokers and underwriters,  
at which a substantial amount of the REMIC Residual Certificates were sold. If  
less than a substantial amount of a particular class of REMIC Residual          
Certificates is sold for cash on or prior to the closing date, the issue price  
of that class will be treated as the fair market value of that class on the     
closing date. The 'long-term Federal rate' is an average of current yields on   
Treasury securities with a remaining term of greater than nine years, computed  
and published monthly by the IRS.                                               

For REMIC residual certificateholders, an excess inclusion:             

o   will not be permitted to be offset by deductions, losses or loss    
carryovers from other activities;                               

  o   will be treated as 'unrelated business taxable income' to an otherwise
tax-exempt organization; and                                    

o   will not be eligible for any rate reduction or exemption under any  
       applicable tax treaty for the 30% United States withholding tax imposed
      on distributions to REMIC residual certificateholders that are foreign
investors.                                                      

See, however, ' -- Foreign Investors in Regular Certificates' in this           
prospectus.                                                                     

Furthermore, for purposes of the alternative minimum tax, (1) excess    
inclusions will not be permitted to be offset by the alternative tax net        
operating loss deduction and (2) alternative minimum taxable income may not be  
less than the taxpayer's excess inclusions; provided, however, that for purposes
of (2), alternative minimum taxable income is determined without regard to the  
special rule that taxable income cannot be less than excess inclusions. The     
latter rule has the effect of preventing nonrefundable tax credits from reducing
the taxpayer's income tax to an amount lower than the alternative minimum tax on
excess inclusions.                                                              

In the case of any REMIC Residual Certificates held by a real estate    
investment trust, the aggregate excess inclusions allocated to the REMIC        
Residual Certificates, reduced, but not below zero, by the real estate          
investment trust taxable income, within the meaning of Section 857(b)(2) of the 
Code, excluding any net capital gain, will be allocated among the shareholders  
of the trust in proportion to the dividends received by the shareholders from   
the trust, and any amount so allocated will be treated as an excess inclusion   
from a REMIC Residual Certificate as if held directly by the shareholder.       
Treasury regulations yet to be issued could apply a similar rule to regulated   
investment companies, common trust funds and some cooperatives; the REMIC       
regulations currently do not address this subject.                              

Noneconomic REMIC Residual Certificates. Under the REMIC regulations,   
transfers of 'noneconomic' REMIC Residual Certificates will be disregarded for  
all federal income tax purposes if 'a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax.' Such a    
purpose exists if the transferor, at the time of the transfer, either knew or   
should have known that the transferee would be unable or unwilling to pay taxes 
due on its share of the REMIC's taxable income (i.e. the transferor had         
'improper knowledge'). If the transfer is disregarded, the purported transferor 
will continue to remain liable for any taxes due with respect to the income on  
the 'noneconomic' REMIC Residual Certificate. The REMIC regulations provide that
a REMIC Residual Certificate is noneconomic                                     

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unless, based on the prepayment assumption and on any required or permitted     
clean up calls, or required qualified liquidation provided for in the REMIC's   
organizational documents:                                                       

    (1) the present value of the expected future distributions, discounted using
    the 'applicable federal rate' for obligations whose term ends on the
    close of the last quarter in which excess inclusions are expected to
    accrue on the REMIC Residual Certificate, which rate is computed and
      published monthly by the IRS, on the REMIC Residual Certificate equals
        at least the present value of the expected tax on the anticipated excess
inclusions; and                                                 

(2) the transferor reasonably expects that the transferee will receive  
        distributions on the REMIC Residual Certificate at or after the time the
taxes accrue on the anticipated excess inclusions in an amount  
sufficient to satisfy the accrued taxes.                        

The REMIC regulations provide a safe harbor under which a transferor is 
presumed to lack 'improper knowledge.' If the safe harbor is satisfied, a       
transfer is presumed to be a valid transfer that will be respected for federal  
income tax purposes. To qualify under the safe harbor set out in the            
regulations:                                                                    

   o   the transferor must perform a reasonable investigation of the financial
status of the transferee and determine that the transferee has  
    historically paid its debts as they come due and find no evidence to
       indicate that the transferee will not continue to pay its debts as they
come due,                                                       

  o   the transferor must obtain a representation from the transferee to the
      effect that the transferee understands that as the holder of the REMIC
    Residual Certificate the transferee will recognize taxable income in
       excess of cash flow and that the transferee intends to pay taxes on the
income as those taxes become due,                               

o   the transferee must represent that it will not cause income from the
    REMIC Residual Certificate to be attributable to a foreign permanent
       establishment or fixed base (within the meaning of an applicable income
tax treaty) of the transferee or another U.S. taxpayer and      

 o   either (i) the amount received by the transferee must be no less on a
   present value basis than the present value of the net tax detriment
     attributable to holding the REMIC Residual Certificate reduced by the
   present value of the projected payments to be received on the REMIC
       Residual Certificate or (ii) the transfer must be to a domestic taxable
      corporation with specified large amounts of gross and net assets where
       agreement is made that all future transfers will be to taxable domestic
    corporations in transactions that qualify for the same 'safe harbor'
provision.                                                      

Eligibility for the safe harbor requires, among other things, that the facts and
circumstances known to the transferor at the time of transfer not indicate to a 
reasonable person that the taxes with respect to the REMIC Residual Certificate 
will not be paid, with an unreasonably low cost for the transfer specifically   
mentioned as negating eligibility. The safe harbor rules contain additional     
detail regarding their application. Prior to purchasing a REMIC Residual        
Certificate, prospective purchasers are encouraged to consult their own tax     
advisors concerning the safe harbor rules and should consider the possibility   
that a purported transfer of the REMIC Residual Certificate by the purchaser may
be disregarded, which would result in the retention of tax liability by the     
purchaser.                                                                      

  The accompanying prospectus supplement will disclose whether offered REMIC
Residual Certificates may be considered 'noneconomic' residual interests under  
the REMIC regulations. Any disclosure that a REMIC Residual Certificate will not
be considered 'noneconomic' will be based on some assumptions, and the depositor
will make no representation that a REMIC Residual Certificate will not be       
considered 'noneconomic' for purposes of the above-described rules. See         
' -- Foreign Investors in Regular Certificates' for additional restrictions     
applicable to transfers of certain REMIC Residual Certificates to foreign       
persons.                                                                        

Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and    
expenses of a REMIC generally will be allocated to the holders of the related   
REMIC Residual Certificates. The applicable Treasury regulations indicate,      
however, that in the case of a REMIC that is similar to a single class grantor  
trust, all or a portion of those fees and expenses should be allocated to the   
holders of the related Regular Certificates. Fees and expenses will be allocated
to holders of the related REMIC Residual Certificates in their entirety and not 
to the holders of the related Regular Certificates or if stated in the          

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related prospectus supplement, some or all of the fees and expenses will be     
allocated to the holders of the related Regular Certificates.                   

    For REMIC Residual Certificates or Regular Certificates the holders of which
receive an allocation of fees and expenses in accordance with the preceding     
discussion, if any holder thereof is an individual, estate or trust, or a       
Pass-Through Entity beneficially owned by one or more individuals, estates or   
trusts:                                                                         

  o   an amount equal to the individual's, estate's or trust's share of fees
  and expenses will be added to the gross income of that holder; and

    o   the individual's, estate's or trust's share of fees and expenses will be
     treated as a miscellaneous itemized deduction allowable in accordance
  with the limitation of Section 67 of the Code, which permits those
      deductions only to the extent they exceed in the aggregate two percent
of a taxpayer's adjusted gross income.                          

In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income    
exceeds a specified amount will be reduced. As a result of the Economic Growth  
and Tax Relief Reconciliation Act of 2001, or the 2001 Act, these reductions    
will be phased out commencing in 2006 and eliminated by 2010. Unless amended,   
however, all provisions of the 2001 Act will no longer apply for taxable years  
beginning after 2010.                                                           

The amount of additional taxable income reportable by REMIC             
certificateholders that are in accordance with the limitations of either        
Section 67 or Section 68 of the Code may be substantial. Furthermore, in        
determining the alternative minimum taxable income of the holder of a REMIC     
certificate that is an individual, estate or trust, or a Pass-Through Entity    
beneficially owned by one or more individuals, estates or trusts, no deduction  
will be allowed for that holder's allocable portion of servicing fees and other 
miscellaneous itemized deductions of the REMIC, even though an amount equal to  
the amount of those fees and other deductions will be included in the holder's  
gross income. Accordingly, the REMIC certificates may not be appropriate        
investments for individuals, estates, or trusts, or Pass-Through Entities       
beneficially owned by one or more individuals, estates or trusts. Any           
prospective investors are encouraged to consult with their tax advisors prior to
making an investment in these certificates.                                     

   Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations. If a REMIC Residual Certificate is transferred to a Disqualified 
Organization, a tax will be imposed in an amount, determined under the REMIC    
regulations, equal to the product of:                                           

 o   the present value, discounted using the 'applicable federal rate' for
     obligations whose term ends on the close of the last quarter in which
       excess inclusions are expected to accrue on the certificate, which rate
      is computed and published monthly by the IRS, of the total anticipated
     excess inclusions on the REMIC Residual Certificate for periods after
the transfer; and                                               

    o   the highest marginal federal income tax rate applicable to corporations.

    The anticipated excess inclusions must be determined as of the date that the
REMIC Residual Certificate is transferred and must be based on events that have 
occurred up to the time of transfer, the prepayment assumption and any required 
or permitted clean up calls or required liquidation provided for in the REMIC's 
organizational documents. This tax generally would be imposed on the transferor 
of the REMIC Residual Certificate, except that where the transfer is through an 
agent for a Disqualified Organization, the tax would instead be imposed on that 
agent. However, a transferor of a REMIC Residual Certificate would in no event  
be liable for the tax on a transfer if the transferee furnishes to the          
transferor an affidavit that the transferee is not a Disqualified Organization  
and, as of the time of the transfer, the transferor does not have actual        
knowledge that the affidavit is false. Moreover, an entity will not qualify as a
REMIC unless there are reasonable arrangements designed to ensure that:         

o   residual interests in the entity are not held by Disqualified       
Organizations; and                                              

  o   information necessary for the application of the tax described in this
prospectus will be made available.                              

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Restrictions on the transfer of REMIC Residual Certificates and other   
provisions that are intended to meet this requirement will be included in the   
pooling and servicing agreement, including provisions:                          

  (1) requiring any transferee of a REMIC Residual Certificate to provide an
        affidavit representing that it is not a Disqualified Organization and is
        not acquiring the REMIC Residual Certificate on behalf of a Disqualified
        Organization, undertaking to maintain that status and agreeing to obtain
       a similar affidavit from any person to whom it shall transfer the REMIC
Residual Certificate;                                           

(2) providing that any transfer of a REMIC Residual Certificate to a    
Disqualified Organization shall be null and void; and           

    (3) granting to the servicer or the subservicer the right, without notice to
        the holder or any prior holder, to sell to a purchaser of its choice any
    REMIC Residual Certificate that shall become owned by a Disqualified
Organization despite (1) and (2) above.                         

  In addition, if a Pass-Through Entity includes in income excess inclusions
on a REMIC Residual Certificate, and a Disqualified Organization is the record  
holder of an interest in that entity, then a tax will be imposed on the entity  
equal to the product of:                                                        

  o   the amount of excess inclusions on the REMIC Residual Certificate that
    are allocable to the interest in the Pass-Through Entity held by the
Disqualified Organization; and                                  

 o   the highest marginal federal income tax rate imposed on corporations.

A Pass-Through Entity will not be subject to this tax for any period, however,  
if each record holder of an interest in the Pass-Through Entity furnishes to    
that Pass-Through Entity:                                                       

  o   the holder's social security number and a statement under penalties of
        perjury that the social security number is that of the record holder; or

  o   a statement under penalties of perjury that the record holder is not a
Disqualified Organization.                                      

In the case of a REMIC Residual Certificate held by an 'electing large          
partnership,' regardless of the preceding two sentences, all interests in that  
partnership shall be treated as held by Disqualified Organizations, without     
regard to whether the record holders of the partnership furnish statements      
described in the preceding sentence, and the amount that is subject to tax under
the second preceding sentence is excluded from the gross income of the          
partnership allocated to the partners, in lieu of allocating to the partners a  
deduction for the tax paid by the partners.                                     

Sales of certificates. If a certificate is sold, the selling            
certificateholder will recognize gain or loss equal to the difference between   
the amount realized on the sale and its adjusted basis in the certificate. The  
adjusted basis of a Regular Certificate generally will equal the cost of that   
Regular Certificate to that certificateholder, increased by income reported by  
the certificateholder with respect to that Regular Certificate, including       
original issue discount and market discount income, and reduced, but not below  
zero, by distributions on the Regular Certificate received by the               
certificateholder and by any amortized premium. The adjusted basis of a REMIC   
Residual Certificate will be determined as described under ' -- Taxation of     
Owners of REMIC Residual Certificates -- Basis Rules, Net Losses and            
Distributions' in this prospectus. Except as described below, any gain or loss  
generally will be capital gain or loss.                                         

 Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent the gain does not 
exceed the excess, if any, of:                                                  

 o   the amount that would have been includible in the seller's income for
     the Regular Certificate had income accrued thereon at a rate equal to
      110% of the 'applicable federal rate,' which is typically a rate based
        on an average of current yields on Treasury securities having a maturity
 comparable to that of the certificate, which rate is computed and
      published monthly by the IRS, determined as of the date of purchase of
the Regular Certificate;                                        

over                                                        

    o   the amount of ordinary income actually includible in the seller's income
prior to the sale.                                              

In addition, gain recognized on the sale of a Regular Certificate by a seller   
who purchased the Regular Certificate at a market discount will be taxable as   
ordinary income to the extent of any accrued and                                

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previously unrecognized market discount that accrued during the period the      
certificate was held. See ' -- Taxation of Owners of REMIC Regular              
Certificates -- Market Discount' in this prospectus.                            

A portion of any gain from the sale of a Regular Certificate that might 
otherwise be capital gain may be treated as ordinary income to the extent that  
the certificate is held as part of a 'conversion transaction' within the meaning
of Section 1258 of the Code. A conversion transaction generally is one in which 
the taxpayer has taken two or more positions in certificates or similar property
that reduce or eliminate market risk, if substantially all of the taxpayer's    
return is attributable to the time value of the taxpayer's net investment in the
transaction. The amount of gain so realized in a conversion transaction that is 
recharacterized as ordinary income generally will not exceed the amount of      
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate 'applicable federal rate,' which rate is computed and published     
monthly by the IRS, at the time the taxpayer enters into the conversion         
transaction, subject to appropriate reduction for prior inclusion of interest   
and other ordinary income items from the transaction.                           

Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include any net capital
gain in total net investment income for the taxable year, for purposes of the   
limitation on the deduction of interest on indebtedness incurred to purchase or 
carry property held for investment to a taxpayer's net investment income.       

 If the seller of a REMIC Residual Certificate reacquires the certificate,
any other residual interest in a REMIC or any similar interest in a 'taxable    
mortgage pool,' as defined in Section 7701(i) of the Code, within six months of 
the date of the sale, the sale will be subject to the 'wash sale' rules of      
Section 1091 of the Code. In that event, any loss realized by the REMIC residual
certificateholders on the sale will not be deductible, but instead will be added
to the REMIC residual certificateholders adjusted basis in the newly-acquired   
asset.                                                                          

Losses on the sale of a REMIC regular interest in excess of a threshold 
amount (which amount may need to be aggregated with similar or previous losses) 
may require disclosure of such loss on an IRS Form 8886. Investors are          
encouraged to consult with their tax advisors as to the need to file such a     
form.                                                                           

Prohibited Transactions and Other Taxes. The Code imposes a prohibited  
transactions tax, which is a tax on REMICs equal to 100% of the net income      
derived from prohibited transactions. In general, subject to specified          
exceptions a prohibited transaction means the disposition of a loan, the receipt
of income from a source other than any loan or other Permitted Investments, the 
receipt of compensation for services, or gain from the disposition of an asset  
purchased with the payments on the loans for temporary investment pending       
distribution on the REMIC certificates. It is not anticipated that any REMIC    
will engage in any prohibited transactions in which it would recognize a        
material amount of net income. In addition, some contributions to a REMIC made  
after the day on which the REMIC issues all of its interests could result in the
imposition of a contributions tax, which is a tax on the REMIC equal to 100% of 
the value of the contributed property. Each pooling and servicing agreement or  
trust agreement will include provisions designed to prevent the acceptance of   
any contributions that would be subject to the tax.                             

   REMICs also are subject to federal income tax at the highest corporate rate
on 'net income from foreclosure property,' determined by reference to the rules 
applicable to real estate investment trusts. 'Net income from foreclosure       
property' generally means gain from the sale of a foreclosure property that is  
inventory property and gross income from foreclosure property other than        
qualifying rents and other qualifying income for a real estate investment trust.
It is not anticipated that any REMIC will recognize 'net income from foreclosure
property' subject to federal income tax, however, if a REMIC may be required to 
recognize 'net income from foreclosure property' subject to federal income tax, 
it will be stated in the related prospectus supplement.                         

  It is not anticipated that any material state or local income or franchise
tax will be imposed on any REMIC, however if any material state or local income 
or franchise tax may be imposed on a REMIC, it will be stated in the related    
prospectus supplement.                                                          

    To the extent permitted by then applicable laws, any prohibited transactions
tax, contributions tax, tax on 'net income from foreclosure property' or state  
or local income or franchise tax that may be imposed on the REMIC will be borne 
by the related servicer, the subservicer, the REMIC administrator, the trustee, 

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or such other entity as stated in the applicable prospectus supplement, in any  
case out of its own funds, provided that the servicer, the subservicer, the     
REMIC administrator, the trustee, or other entity as stated in the applicable   
prospectus supplement, as the case may be, has sufficient assets to do so, and  
provided further that the tax arises out of a breach of the servicer's, the     
subservicer's, the REMIC administrator's, the trustee's, or other entity as     
stated in the applicable prospectus supplement, obligations, as the case may be,
under the related pooling and servicing agreement or trust agreement and        
relating to compliance with applicable laws and regulations. Any tax not borne  
by the servicer, the subservicer, the trustee, or other entity as stated in the 
applicable prospectus supplement, will be payable out of the related trust      
resulting in a reduction in amounts payable to holders of the related REMIC     
certificates.                                                                   

   Termination. A REMIC will terminate immediately after the distribution date
following receipt by the REMIC of the final payment from the loans or on a sale 
of the REMIC's assets following the adoption by the REMIC of a plan of complete 
liquidation. The last distribution on a Regular Certificate will be treated as a
payment in retirement of a debt instrument. In the case of a REMIC Residual     
Certificate, if the last distribution on the REMIC Residual Certificate is less 
than the certificateholder's adjusted basis in the certificate, the             
certificateholder should be treated as realizing a loss equal to the amount of  
the difference, and the loss may be treated as a capital loss.                  

Reporting and Other Administrative Matters. Solely for purposes of the  
administrative provisions of the Code, a REMIC will be treated as a partnership 
and REMIC residual certificateholders will be treated as partners. The servicer,
the subservicer, the REMIC administrator, or other entity as stated in the      
applicable prospectus supplement, as applicable, will file REMIC federal income 
tax returns on behalf of the related REMIC and will act as the 'tax matters     
person' for the REMIC in all respects, and may hold a nominal amount of REMIC   
Residual Certificates.                                                          

As the tax matters person, the servicer, the subservicer, the REMIC     
administrator, or other entity as stated in the applicable prospectus           
supplement, as applicable, will have the authority to act on behalf of the REMIC
and the REMIC residual certificateholders in connection with the administrative 
and judicial review of items of income, deduction, gain or loss of the REMIC, as
well as the REMIC's classification. REMIC residual certificateholders will be   
required to report the REMIC items consistently with their treatment on the     
related REMIC's tax return and may in some circumstances be bound by a          
settlement agreement between the servicer, the subservicer, the REMIC           
administrator, or other entity as stated in the applicable prospectus           
supplement, as applicable, as tax matters person, and the IRS concerning any    
REMIC item.                                                                     

Adjustments made to the REMIC tax return may require a REMIC residual   
certificateholder to make corresponding adjustments on its return, and an audit 
of the REMIC's tax return, or the adjustments resulting from an audit, could    
result in an audit of the certificateholder's return. No REMIC will be          
registered as a tax shelter under Section 6111 of the Code because it is not    
anticipated that any REMIC will have a net loss for any of the first five       
taxable years of its existence. Any person that holds a REMIC Residual          
Certificate as a nominee for another person may be required to furnish to the   
related REMIC, in a manner to be provided in Treasury regulations, the name and 
address of that person and other information.                                   

Reporting of interest income, including any original issue discount, on 
Regular Certificates is required annually, and may be required more frequently  
under Treasury regulations. These information reports are required to be sent to
individual holders of regular interests and the IRS; holders of Regular         
Certificates that are corporations, trusts, securities dealers and other        
non-individuals will be provided interest and original issue discount income    
information and the information in the following paragraph on request in        
accordance with the requirements of the applicable regulations. The information 
must be provided by the later of 30 days after the end of the quarter for which 
the information was requested, or two weeks after the receipt of the request.   
The REMIC must also comply with rules requiring that information be reported to 
the IRS with respect to a Regular Certificate issued with original issue        
discount including the amount of original issue discount and the issue date.    
Reporting for the REMIC Residual Certificates, including income, excess         
inclusions, investment expenses and relevant information regarding qualification
of the REMIC's assets will be made as required under the Treasury regulations,  
typically on a quarterly basis.                                                 

 As applicable, the Regular Certificate information reports will include a
statement of the adjusted issue price of the Regular Certificate at the         
beginning of each accrual period. In addition, the reports will                 

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include information required by regulations for computing the accrual of any    
market discount. Because exact computation of the accrual of market discount on 
a constant yield method requires information relating to the holder's purchase  
price that the servicer or the subservicer will not have, the regulations only  
require that information pertaining to the appropriate proportionate method of  
accruing market discount be provided. See ' -- Taxation of Owners of REMIC      
Regular Certificates -- Market Discount.'                                       

   The responsibility for complying with the foregoing reporting rules will be
borne by the subservicer, the trustee, or the REMIC administrator named in the  
related prospectus supplement, as specified in the prospectus supplement.       
Certificateholders may request any information with respect to the returns      
described in Section 1.6049-7(e)(2) of the Treasury regulations.                

Backup Withholding with Respect to Securities                                   

    Payments of interest and principal, as well as payments of proceeds from the
sale of securities, may be subject to the 'backup withholding tax' under        
Section 3406 of the Code if recipients of payments fail to furnish to the payor 
certain information, including their taxpayer identification numbers, or        
otherwise fail to establish an exemption from the tax. Any amounts deducted and 
withheld from a distribution to a recipient would be allowed as a credit against
the recipient's federal income tax. Furthermore, penalties may be imposed by the
IRS on a recipient of payments that is required to supply information but that  
does not do so in the proper manner.                                            

Foreign Investors in Regular Certificates                                       

 A regular certificateholder that is not a United States person and is not
subject to federal income tax as a result of any direct or indirect connection  
to the United States in addition to its ownership of a Regular Certificate will 
not be subject to United States federal income or withholding tax on a          
distribution on a Regular Certificate, provided that the holder complies to the 
extent necessary with certain identification requirements, including delivery of
a statement, signed by the certificateholder under penalties of perjury,        
certifying that the certificateholder is not a United States person and         
providing the name and address of the certificateholder.                        

For these purposes, United States person means:                         

o   a citizen or resident of the United States;                         

    o   a corporation, partnership or other entity treated as a corporation or a
     partnership for U.S. federal income tax purposes created or organized
     in, or under the laws of, the United States, any state thereof or the
  District of Columbia, except, in the case of a partnership, to the
extent regulations are adopted that provide otherwise;          

 o   an estate whose income is subject to United States federal income tax
regardless of its source; or                                    

   o   a trust if a court within the United States is able to exercise primary
       supervision over the administration of the trust and one or more United
      States persons have the authority to control all substantial decisions
      of the trust. To the extent prescribed in regulations by the Secretary
    of the Treasury, which regulations have not yet been issued, a trust
        which was in existence on August 20, 1996, other than a trust treated as
 owned by the grantor under subpart E of part I of subchapter J of
      chapter 1 of the Code, and which was treated as a United States person
   on August 19, 1996, may elect to continue to be treated as a United
States person regardless of the previous sentence.              

It is possible that the IRS may assert that the foregoing tax exemption should  
not apply to a REMIC Regular Certificate held by a REMIC residual               
certificateholder that owns directly or indirectly a 10% or greater interest in 
the REMIC Residual Certificates. If the holder does not qualify for exemption,  
distributions of interest, including distributions of accrued original issue    
discount, to the holder may be subject to a tax rate of 30%, subject to         
reduction under any applicable tax treaty.                                      

Special rules apply to partnerships, estates and trusts, and in certain 
circumstances certifications as to foreign status and other matters may be      
required to be provided by partners and beneficiaries thereof. A                
certificateholder who is not an individual or corporation holding the           
certificates on its own behalf may have substantially increased reporting       
requirements. In particular, in the case of a certificate held by a foreign     
partnership (or foreign trust), the partners (or beneficiaries) rather than the 
partnership (or trust)                                                          

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will be required to provide the certification discussed above, and the          
partnership (or trust) will be required to provide certain additional           
information.                                                                    

 In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on the United     
States shareholder's allocable portion of the interest income received by the   
controlled foreign corporation.                                                 

   Further, it appears that a Regular Certificate would not be included in the
estate of a non-resident alien individual and would not be subject to United    
States estate taxes. However, certificateholders who are non-resident alien     
individuals are encouraged to consult their tax advisors concerning this        
question.                                                                       

 Generally, transfers of REMIC Residual Certificates to investors that are
not United States persons will be prohibited under the related pooling and      
servicing agreement or trust agreement, however, if so stated in the applicable 
prospectus supplement transfers of REMIC Residual Certificates to investors that
are not United States persons will be allowed.                                  

Non-REMIC Trust Funds                                                           

  The discussion under this heading applies only to a series with respect to
which a REMIC election is not made.                                             

Characterization of the Trust Fund. Upon the issuance of any series with
respect to which no REMIC election is made and which is described in the related
prospectus supplement as a grantor trust, Thacher Proffitt & Wood LLP, Orrick,  
Herrington & Sutcliffe LLP, McKee Nelson LLP, Sidley Austin LLP or such other   
counsel to the depositor as may be identified in the related prospectus         
supplement, will deliver its opinion that, with respect to that series of       
securities, under then existing law and assuming compliance by the depositor,   
the servicer and the trustee of the related series with all of the provisions of
the related pooling and servicing agreement, and the agreement or agreements, if
any, providing for a credit facility or a liquidity facility, together with any 
agreement documenting the arrangement through which a credit facility or a      
liquidity facility is held outside the related trust fund, and the agreement or 
agreements with any underwriter, for federal income tax purposes, the trust fund
will be classified as a grantor trust and not as a corporation or an association
which is taxable as a corporation (or publicly traded partnership treated as a  
corporation) and the grantor trust certificates will be treated as equity in    
that trust fund. Accordingly, each grantor trust certificateholder will be      
treated for federal income tax purposes as the owner of an undivided equity     
interest in the assets included in that trust fund. Further, if with respect to 
any series of securities, none of Thacher Proffitt & Wood LLP, Orrick,          
Herrington & Sutcliffe LLP, McKee Nelson LLP or Sidley Austin LLP are counsel to
the depositor, depositor's then current counsel will be identified in the       
related prospectus supplement and will confirm or supplement the aforementioned 
opinions. As further described below, each grantor trust certificateholder must 
therefore report on its federal income tax return the gross income from the     
portion of the assets of the related trust fund that is allocable to the related
grantor trust certificate and may deduct its share of the expenses paid by the  
trust fund that are allocable to that grantor trust certificate, at the same    
time and to the same extent as those items would be reported by that holder if  
it had purchased and held directly such interest in the assets of the related   
trust fund and received directly its share of the payments on the assets of the 
related trust fund and paid directly its share of the expenses paid by the trust
fund when those amounts are received and paid by the trust fund. A grantor trust
certificateholder who is an individual will be allowed deductions for those     
expenses only to the extent that the sum of those expenses and certain other of 
the grantor trust certificateholder's miscellaneous itemized deductions exceeds 
2% of that individual's adjusted gross income. In addition, the amount of       
itemized deductions otherwise allowable for the taxable year of an individual   
whose adjusted gross income exceeds certain thresholds will be reduced. It      
appears that expenses paid by the trust fund, and the gross income used to pay  
those expenses, should be allocated among the classes of grantor trust          
certificates in proportion to their respective fair market values at issuance,  
but because other reasonable methods of allocation exist and the allocation of  
those items has not been the subject of a controlling court decision, regulation
or ruling by the IRS, no definitive advice concerning the allocation of those   
items can be given.                                                             

 Under current IRS interpretations of applicable Treasury regulations, the
depositor would be able to sell or otherwise dispose of any subordinated grantor
trust certificates. Accordingly, the depositor expects to offer subordinated    
grantor trust certificates for sale to investors. In general, subordination     
should not                                                                      

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affect the federal income tax treatment of either the subordinated or senior    
certificates, and holders of subordinated classes of certificates should be able
to recognize any losses allocated to the related class when and if losses are   
realized.                                                                       

 To the extent that any of the mortgage loans, contracts or mortgage loans
underlying the Mortgage Certificates included in a trust fund were originated on
or after March 21, 1984 and under circumstances giving rise to original issue   
discount, grantor trust certificateholders will be required to report annually  
an amount of additional interest income attributable to the discount in those   
mortgage loans, contracts or mortgage loans underlying the Mortgage Certificates
prior to receipt of cash related to the discount. See the discussion above under
'Taxation of Owners of REMIC Regular Certificates -- Original Issue Discount.'  
Similarly, Code provisions concerning market discount and amortizable premium   
will apply to the mortgage loans, contracts or mortgage loans underlying the    
Mortgage Certificates included in a trust fund to the extent that the mortgage  
loans, contracts or mortgage loans underlying the Mortgage Certificates were    
originated after July 18, 1984 and September 27, 1985, respectively. See the    
discussions above under 'Taxation of Owners of REMIC Regular                    
Certificates -- Market Discount' and ' -- Premium.'                             

Tax Status of Grantor Trust Certificates. In general, the grantor trust 
certificates, other than premium grantor trust certificates as discussed below, 
will be:                                                                        

  o   'real estate assets' within the meaning of Section 856(c)(5)(B) of the
Code; and                                                       

    o   assets described in Section 7701(a)(19)(C) of the Code to the extent the
trust fund's assets qualify under those sections of the Code.   

Any amount includible in gross income with respect to the grantor trust 
certificates will be treated as '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 to the extent the income on the trust fund's assets    
qualifies under that Code section. The IRS has ruled that obligations secured by
permanently installed mobile home units qualify as 'real estate assets' under   
Section 856(c)(5)(B) of the Code. Assets described in Section 7701(a)(19)(C) of 
the Code include loans secured by mobile homes not used on a transient basis.   
However, whether manufactured homes would be viewed as permanently installed for
purposes of Section 856 of the Code would depend on the facts and circumstances 
of each case, because the IRS rulings on this issue do not provide facts on     
which taxpayers can rely to achieve treatment as 'real estate assets'. No       
assurance can be given that the manufactured homes will be so treated. A 'real  
estate investment trust,' or REIT, will not be able to treat that portion of its
investment in certificates that represents ownership of contracts on            
manufactured homes that are not treated as permanently attached as a 'real      
estate asset' for REIT qualification purposes. In this regard, investors should 
note that generally, most contracts prohibit the related obligor from           
permanently attaching the related manufactured home to its site if it were not  
so attached on the date of the contract. If so specified in the related         
prospectus supplement, contracts included in the related trust fund may permit  
the obligor to permanently attach the related manufactured home to its site even
if not attached at the date of the contract. Grantor trust certificates that    
represent the right solely to interest payments on contracts and grantor trust  
certificates that are issued at prices that substantially exceed the portion of 
the principal amount of the contracts allocable to those grantor trust          
certificates, both types of non-REMIC certificates referred to as premium       
grantor trust certificates, should qualify under the foregoing sections of the  
Code to the same extent as other certificates, but the matter is not free from  
doubt. Prospective purchasers of certificates who may be affected by the        
foregoing Code provisions are encouraged to consult their tax advisors regarding
the status of the certificates under those provisions.                          

 Taxation of Grantor Trust Certificates Under Stripped Bond Rules. Certain
classes of grantor trust certificates may be subject to the stripped bond rules 
of Section 1286 of the Code. In general, a grantor trust certificate will be    
subject to the stripped bond rules where there has been a separation of         
ownership of the right to receive some or all of the principal payments on a    
mortgage loan, contract or mortgage loan underlying the Mortgage Certificates   
from ownership of the right to receive some or all of the related interest      
payments. Grantor trust certificates will constitute stripped certificates and  
will be subject to these rules under various circumstances, including the       
following:                                                                      

  (1) if any servicing compensation is deemed to exceed a reasonable amount;

(2) if the depositor or any other party retains a retained yield with   
respect to the assets included in a trust fund;                 

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(3) if two or more classes of grantor trust certificates are issued     
     representing the right to non-pro rata percentages of the interest or
principal payments on the assets included in a trust fund; or   

 (4) if grantor trust certificates are issued which represent the right to
interest only payments or principal only payments.              

The grantor trust certificates will either (a) be subject to the 'stripped bond'
rules of Section 1286 of the Code or, if the application of those rules to a    
particular series of grantor trust certificates is uncertain, the trust fund    
will take the position that they apply or (b) be subject to some other section  
of the Code as described in the related prospectus supplement. There is some    
uncertainty as to how Section 1286 of the Code will be applied to securities    
such as the grantor trust certificates. Investors are encouraged to consult     
their own tax advisors regarding the treatment of the grantor trust certificates
under the stripped bond rules.                                                  

   Although the matter is not entirely clear and alternative characterizations
could be imposed, it appears that each stripped grantor trust certificate should
be considered to be a single debt instrument issued on the day it is purchased  
for purposes of calculating original issue discount. Thus, in each month the    
holder of a grantor trust certificate, whether a cash or accrual method         
taxpayer, will be required to report interest income from the grantor trust     
certificate equal to the income that accrues on the grantor trust certificate in
that month, calculated, in accordance with the rules of the Code relating to    
original issue discount, under a constant yield method. In general, the amount  
of the income reported in any month would equal the product of the related      
holder's adjusted basis in the grantor trust certificate at the beginning of    
that month (see ' -- Sales of Certificates' below) and the yield of such grantor
trust certificate to that holder. The yield would be the monthly rate, assuming 
monthly compounding, determined as of the date of purchase that, if used in     
discounting the remaining payments on the portion of the assets in the related  
trust fund that is allocable to that grantor trust certificate, would cause the 
present value of those payments to equal the price at which the holder purchased
the grantor trust certificate.                                                  

 With respect to certain categories of debt instruments, the Code requires
the use of a reasonable prepayment assumption in accruing original issue        
discount and provides a method of adjusting those accruals to account for       
differences between the assumed prepayment rate and the actual rate. These rules
apply to 'regular interests' in a REMIC and are described under ' -- Taxation of
Owners of REMIC Regular Certificates -- Original Issue Discount.' Regulations   
could be adopted applying these rules to the grantor trust certificates.        
Although the matter is not free from doubt, it appears that the Taxpayer Relief 
Act of 1997 has expanded the requirement of the use of a reasonable prepayment  
assumption to instruments such as the grantor trust certificates. In the absence
of regulations interpreting the application of this requirement to those        
instruments particularly where those instruments are subject to the stripped    
bond rules, it is uncertain whether the assumed prepayment rate would be        
determined based on conditions at the time of the first sale of the grantor     
trust certificates or, with respect to any holder, at the time of purchase of   
the grantor trust certificate by that holder. Finally, if these rules were      
applied to the grantor trust certificates, and the principles used in           
calculating the amount of original issue discount that accrues in any month     
would produce a negative amount of original issue discount, it is unclear when  
the loss would be allowed.                                                      

   In the case of a grantor trust certificate acquired at a price equal to the
principal amount of the assets in the related trust fund allocable to that      
grantor trust certificate, the use of a reasonable prepayment assumption would  
not have any significant effect on the yield used in calculating accruals of    
interest income. In the case, however, of a grantor trust certificate acquired  
at a discount or premium, that is, at a price less than or greater than its     
principal amount, respectively, the use of a reasonable prepayment assumption   
would increase or decrease the yield, and thus accelerate or decelerate the     
reporting of interest income, respectively.                                     

If the yield used by the holder of a grantor trust certificate in       
calculating the amount of interest that accrues in any month is determined based
on scheduled payments on the mortgage loans, contracts, or mortgage loans       
underlying the Mortgage Certificates included in the related trust fund, that   
is, without using a reasonable prepayment assumption, and that grantor trust    
certificate was acquired at a discount or premium, then the holder generally    
will recognize a net amount of ordinary income or loss if a mortgage loan,      
contract, or mortgage loan underlying the Mortgage Certificates prepays in full 
in an amount equal to the difference between the portion of the prepaid         
principal amount of the mortgage loan, contract, or                             

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mortgage loan underlying the Mortgage Certificates that is allocable to the     
grantor trust certificate and the portion of the adjusted basis of the grantor  
trust certificate, see ' -- Sales of Certificates' below, that is allocable to  
the mortgage loan, contract, or mortgage loan underlying the Mortgage           
Certificates. In general, basis would be allocated among the mortgage loans,    
contracts, or mortgage loans underlying the Mortgage Certificates in proportion 
to their respective principal balances determined immediately before the        
prepayment. It is not clear whether any other adjustments would be required or  
permitted to take account of prepayments of the mortgage loans, contracts, or   
mortgage loans underlying the Mortgage Certificates.                            

    Solely for purposes of reporting income on the grantor trust certificates to
the IRS and to certain holders, as required under the Code, it is anticipated   
that, unless provided otherwise in the related prospectus supplement, the yield 
of the grantor trust certificates will be calculated based on:                  

o   a representative initial offering price of the grantor trust        
certificates to the public; and                                 

o   a reasonable assumed prepayment rate, which will be the rate used in
pricing the initial offering of the grantor trust certificates. 

  The yield may differ significantly from the yield to any particular holder
that would be used in calculating the interest income of that holder. No        
representation is made that the mortgage loans, contracts, or mortgage loans    
underlying the Mortgage Certificates will in fact prepay at the assumed         
prepayment rate or at any other rate.                                           

Sales of Certificates. Upon the sale or exchange of a grantor trust     
certificate, a grantor trust certificateholder will recognize gain or loss equal
to the difference between the amount realized in the sale and its aggregate     
adjusted basis in the assets included in the related trust fund represented by  
the grantor trust certificate. Generally, the aggregate adjusted basis will     
equal the grantor trust certificateholder's cost for the grantor trust          
certificate increased by the amount of any previously reported gain with respect
to the grantor trust certificate and decreased by the amount of any losses      
previously reported with respect to the grantor trust certificate and the amount
of any distributions received on that grantor trust certificate. Except as      
provided above with respect to the original issue discount and market discount  
rules, any gain or loss would be capital gain or loss if the grantor trust      
certificate was held as a capital asset.                                        

    Foreign Investors. Generally, interest or original issue discount paid to or
accruing for the benefit of a grantor trust certificateholder who is not a      
United States person will be treated as 'portfolio interest' and therefore will 
be exempt from the 30% withholding tax. That grantor trust certificateholder    
will be entitled to receive interest payments and original issue discount on the
grantor trust certificates free of United States federal income tax, but only to
the extent the mortgage loans, contracts, or mortgage loans underlying the      
Mortgage Certificates included in the related trust fund were originated after  
July 18, 1984 and provided that the grantor trust certificateholder periodically
provides the trustee, or other person who would otherwise be required to        
withhold tax, with a statement certifying under penalty of perjury that the     
grantor trust certificateholder is not a United States person and providing the 
name and address of the grantor trust certificateholder. For additional         
information concerning interest or original issue discount paid to a non-United 
States person and the treatment of a sale or exchange of a grantor trust        
certificate by a non-United States person, which will generally have the same   
tax consequences as the sale of a Regular Certificate, see the discussion above 
in 'Foreign Investors in Regular Certificates.'                                 

For information regarding withholding, see ' -- Backup Withholding with 
Respect to Securities' and ' -- Foreign Investors in Regular Certificates -- New
Withholding Regulations' above.                                                 

Reportable Transactions                                                         

A penalty in the amount of $10,000 in the case of a natural person and  
$50,000 in any other case is imposed on any taxpayer that fails to file timely  
an information return with the IRS with respect to a 'reportable transaction'   
(as defined in Section 6011 of the Code). The rules defining 'reportable        
transactions' are complex. In general, they include transactions that result in 
certain losses that exceed threshold amounts and transactions that result in    
certain differences between the taxpayer's tax treatment of an item and book    
treatment of that same item. Prospective investors are advised to consult their 
own tax advisers regarding any possible disclosure obligations in light of their
particular circumstances.                                                       

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Penalty Avoidance 

 The summary of tax considerations contained herein was written to support
the promotion and marketing of the securities, and was not intended or written  
to be used, and cannot be used, by a taxpayer for the purpose of avoiding United
States Federal income tax penalties that may be imposed. Each taxpayer is       
encouraged to seek advice based on the taxpayer's particular circumstances from 
an independent tax advisor.                                                     

State and Other Tax Consequences

    In addition to the federal income tax consequences described under 'Material
Federal Income Tax Consequences,' potential investors should consider the state 
and local tax consequences of the acquisition, ownership, and disposition of the
certificates offered hereunder. State tax law may differ substantially from the 
corresponding federal tax law, and the discussion above does not purport to     
describe any aspect of the tax laws of any state or other jurisdiction.         
Therefore, prospective investors are encouraged to consult their tax advisors   
with respect to the various tax consequences of investments in the certificates 
offered hereby.                                                                 

ERISA Considerations

  The Employee Retirement Income Security Act of 1974, as amended, or ERISA,
imposes certain restrictions on ERISA Plans and on those persons who are ERISA  
fiduciaries with respect to the assets of those ERISA Plans. In accordance with 
the general fiduciary standards of ERISA, an ERISA Plan fiduciary should        
consider whether an investment in the certificates is made for the exclusive    
benefit of Plan participants and their beneficiaries, permitted by the documents
and instruments governing the Plan, consistent with the Plan's overall          
investment policy and appropriate in view of the composition of its investment  
portfolio.                                                                      

Employee benefit plans which are governmental plans, and certain church 
plans, if no election has been made under Section 410(d) of the Code, are not   
subject to ERISA requirements. Accordingly, assets of those plans may be        
invested in the certificates subject to the provisions of applicable federal and
state law and, in the case of any plan which is qualified under Section 401(a)  
of the Code and exempt from taxation under Section 501(a) of the Code, the      
restrictions imposed under Section 503(b) of the Code.                          

   In addition to imposing general fiduciary standards, ERISA and Section 4975
of the Code prohibit a broad range of transactions involving assets of Plans and
persons having certain specific relationships to a Plan, called Parties in      
Interest, and impose taxes and/or other penalties on any such transaction unless
an exemption applies. Whether or not the assets of a trust fund are treated for 
ERISA purposes as the assets of the Plans that purchase or hold certificates    
under the rules described in 'Plan Assets Regulation' below. An investment in   
certificates by or with 'plan assets' of a Plan might constitute or give rise to
a prohibited transaction under ERISA or Section 4975 of the Code, unless a      
statutory, regulatory or administrative exemption applies. Violation of the     
prohibited transaction rules could result in the imposition of excise taxes     
and/or other penalties under ERISA and/or Section 4975 of the Code.             

A number of prohibited transaction class exemptions issued by the United
States Department of Labor, or DOL, might apply to exempt a prohibited          
transaction arising by virtue of the purchase of a certificate by or on behalf  
of, or with 'plan assets' of a Plan, i.e., PTCE 96-23 (Class Exemption for Plan 
Asset Transactions Determined by In-House Asset Managers), PTCE 95-60 (Class    
Exemption for Certain Transactions Involving Insurance Company General          
Accounts), PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank  
Collective Investment Funds), PTCE 90-1 (Class Exemption for Certain            
Transactions Involving Insurance Company Pooled Separate Accounts) or PTCE 84-14
(Class Exemption for Plan Asset Transactions Determined by Independent Qualified
Professional Asset Managers). There can be no assurance that any of these class 
exemptions will apply with respect to any particular Plan certificateholder or, 
even if it were to apply, that the available exemptive relief would apply to all
transactions involving the applicable trust fund. In particular, these          
exemptions may not provide relief for prohibited transactions that result when, 
as discussed below, the assets of the Trust Fund are deemed to be plan assets.  

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Plan Assets Regulation                                                          

The DOL has issued the Plan Assets Regulation. Unless an exception from 
'plan asset' treatment is available under the Plan Assets Regulation or         
elsewhere under ERISA, an undivided portion of the assets of a trust fund will  
be treated, for purposes of applying the fiduciary standards and prohibited     
transaction rules of ERISA and Section 4975 of the Code, as an asset of each    
Plan which becomes a certificateholder of the applicable series. This means that
each Plan will be deemed to hold an undivided interest in the underlying        
mortgages and other assets held in the trust. As a result, transactions         
involving the assets of the trust fund will be subject to the fiduciary         
responsibility provisions of ERISA and the prohibited transaction provisions of 
ERISA and Section 4975 of the Code.                                             

    The Plan Assets Regulation provides an exception from 'plan asset' treatment
for securities issued by an entity if, immediately after the most recent        
acquisition of any equity interest in the entity, less than 25% of the value of 
each class of equity interests in the entity, excluding interests held by a     
person who has discretionary authority or control with respect to the assets of 
the entity, or any affiliate of that person, are held by 'benefit plan          
investors'  -- e.g., Plans, governmental, foreign and other benefit plans not   
subject to ERISA and entities holding assets deemed to be 'plan assets.' Because
the availability of this exemption to any trust fund depends upon the identity  
of the certificateholders of the applicable series at any time, there can be no 
assurance that any series or class of certificates will qualify for this        
exemption.                                                                      

Underwriter's PTE                                                               

General Rules                                                           

 A predecessor of Credit Suisse Securities (USA) LLC, or Credit Suisse, is
the recipient of an underwriter's prohibited transaction exemption, or          
Underwriter's PTE, which may accord protection from certain violations under    
Sections 406 and 407 of ERISA and Section 4975 of the Code (including violations
that arise because the assets of the issuer are 'plan assets' under the Plan    
Assets Regulation) for Plans that acquire certificates:                         

(a) which represent:                                                    

    (1) a beneficial ownership interest in the assets of a trust and entitle
     the holder to pass-through payments of principal, interest and/or
        other payments made with respect to the assets of the trust fund; or

(2) an interest in a REMIC; and                                     

  (b) with respect to which Credit Suisse or any of its affiliates is either
the sole underwriter, the manager or co-manager or a selling or 
placement agent.                                                

The corpus of a trust fund to which the Underwriter's PTE applies may   
consist of:                                                                     

    (a) obligations which bear interest or are purchased at a discount and which
are secured by:                                                 

     (1) single family residential, multifamily residential or commercial real
          property, including obligations secured by leasehold interests on that
real property; or                                           

(2) shares issued by a cooperative housing association;             

 (b) secured consumer receivables that bear interest or are purchased at a
discount, including home equity or manufactured housing consumer
receivables;                                                    

(c) secured credit instruments that bear interest or are purchased at a 
discount in transactions by or between business entities;       

   (d) 'guaranteed governmental mortgage pool certificates,' as defined in the
Plan Assets Regulation; and                                     

 (e) undivided fractional interests in any of the obligations described in
(a) through (d) above.                                          

The Underwriter's PTE does not cover revolving pools of assets.         

Plans acquiring certificates may be eligible for protection under the   
Underwriter's PTE if:                                                           

 (a) at the time of the acquisition, the class of certificates acquired by
       the Plan has received a rating in one of the rating categories referred
to in condition (j)(1) below, except that, in the case of a     

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    trust fund containing any single family residential mortgage loan or
      home equity loan with a loan to value ratio exceeding 100% at the date
      of issuance of the certificates, the Underwriter's PTE will not apply:
      (1) to any of the certificates if (x) any mortgage loan or other asset
       held in the trust fund (other than a single family residential mortgage
        loan or home equity loan) has a loan-to-value ratio that exceeds 100% at
 the date of issuance of the certificates or (y) any single family
       residential mortgage loan or home equity loan has a loan-to-value ratio
       that exceeds 125% at the date of issuance of the certificates or (2) to
       any subordinate certificates or (3) to any certificates of a class that
  has not received a rating in one of the two highest generic rating
categories by Standard & Poor's, a division of The McGraw-Hill  
        Companies, Inc., Moody's Investors Service, Inc., or Fitch Ratings (each
an 'exemption rating agency');                                  

 (b) the trustee is not an affiliate of any member of the Restricted Group
other than an underwriter;                                      

   (c) if certain conditions specified in the applicable prospectus supplement
      are satisfied, the trust fund includes a pre-funding account or a swap
agreement;                                                      

 (d) the class of certificates acquired by the Plan is not subordinated to
    other classes of certificates of that trust fund with respect to the
     right to receive payment in the event of defaults or delinquencies on
  the underlying assets of the related trust fund unless none of the
        mortgage loans has a loan-to-value ratio or combined loan-to-value ratio
at the date of issuance of the securities that exceeds 100%;    

 (e) the Plan is an 'accredited investor,' as defined in Rule 501(a)(1) of
Regulation D under the Securities Act of 1933, as amended;      

    (f) the acquisition of the certificates by a Plan is on terms, including the
      price for the certificates, that are at least as favorable to the Plan
        as they would be in an arm's length transaction with an unrelated party;

   (g) the sum of all payments made to and retained by the related underwriter
or members of any underwriting syndicate in connection with the 
    distribution of the certificates represents not more than reasonable
compensation for underwriting the certificates;                 

  (h) the sum of all payments made to and retained by the seller pursuant to
     the sale of the assets of the trust fund to the trust fund represents
not more than the fair market value of those assets;            

(i) the sum of all payments made to and retained by the servicer and all
     subservicers represents not more than reasonable compensation for the
   related servicer's and subservicers' services under the pooling and
   servicing agreement and reimbursement of the related servicer's and
subservicers' reasonable expenses in connection therewith;      

 (j) assets of the type included as assets of a particular trust fund have
   been included in other investment pools and certificates evidencing
interests in those other pools have been both:                  

 (1) rated in one of the four highest generic rating categories (three
    highest in the case of pools holding certain types of assets) by
     Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
Moody's Investors Service, Inc., or Fitch Ratings; and      

(2) purchased by investors other than Plans,                        

  for at least one year prior to a Plan's acquisition of certificates in
reliance upon the Underwriter's PTE.                                

 Certificates that do not meet the requirements of condition (a) above are
not available for purchase by or with 'plan assets' of any Plan, other than an  
insurance company general account which satisfies the conditions set forth in   
Sections I and III of PTCE 95-60 as described above, and any acquisition of such
certificates by, on behalf of or with 'plan assets' of any such Plan, except as 
provided above, will be treated as null and void for all purposes.              

Pre-Funding Accounts                                                    

The Underwriter's PTE permits transactions using a pre-funding account  
whereby a portion of the loans are transferred to the trust fund within a       
specified period, the DOL Pre-Funding Period, following the closing date instead
of requiring that all such loans be either identified or transferred on or      
before the closing date, provided that the DOL Pre-Funding Period generally ends
no later than three months or 90                                                

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days after the closing date, the ratio of the amount allocated to the           
pre-funding account to the total principal amount of the certificates being     
offered generally does not exceed twenty-five percent (25%) and certain other   
conditions set forth in the Underwriter's PTE are satisfied.                    

Swaps                                                                   

The Underwriter's PTE permits an interest rate swap or yield maintenance
agreement to be held by the trust if it meets the conditions of the             
Underwriter's PTE.                                                              

    An interest rate swap or, if purchased by or on behalf of the trust fund, an
interest rate cap contract, collectively referred to in this prospectus as a    
'swap' or 'swap agreement', is a permitted trust fund asset if:                 

(a) it is an 'eligible swap;'                                           

(b) it is with an 'eligible counterparty;'                              

  (c) the classes of securities to which it relates may be purchased only by
plans that are 'qualified plan investors';                      

   (d) it meets certain additional specific conditions which depend on whether
  the swap is a 'ratings dependent swap' or a 'non-ratings dependent
swap;' and                                                      

(e) it permits the trust fund to make termination payments to the swap  
  counterparty, other than currently scheduled payments, solely from
        excess spread or amounts otherwise payable to the servicer, depositor or
seller.                                                         

An 'eligible swap' is one which:                                        

(a) is denominated in U.S. dollars;                                     

(b) pursuant to which the trust fund pays or receives, on or immediately
     prior to the respective payment or distribution date for the class of
   securities to which the swap relates, a fixed rate of interest or a
    floating rate of interest based on a publicly available index (e.g.,
LIBOR or the U.S. Federal Reserve's Cost of Funds Index (COFI)) 
        ('allowable interest rate'), with the trust fund receiving such payments
        on at least a quarterly basis and obligated to make separate payments no
     more frequently than the counterparty, with all simultaneous payments
being netted;                                                   

(c) has a notional amount that does not exceed either:                  

      (1) the principal balance of the class of securities to which the swap
relates; or                                             

     (2) the portion of the principal balance of that class represented by
obligations ('allowable notional amount');              

 (d) is not leveraged (i.e., payments are based on the applicable notional
      amount, the day count fractions, the fixed or floating rates permitted
       above, and the difference between the products thereof, calculated on a
one-to-one ratio and not on a multiplier of such difference)    
('leveraged');                                                  

  (e) has a final termination date that is the earlier of the date the trust
      fund terminates and the date the related class of securities are fully
repaid; and                                                     

(f) does not incorporate any provision which could cause a unilateral   
  alteration in the requirements described in (a) through (d) above.

    An 'eligible counterparty' means a bank or other financial institution which
has a rating at the date of issuance of the securities, which is in one of the  
three highest long-term credit rating categories or one of the two highest      
short-term credit rating categories, utilized by at least one of the exemption  
rating agencies rating the securities; provided that, if a counterparty is      
relying on its short-term rating to establish eligibility hereunder, that       
counterparty must either have a long-term rating in one of the three highest    
long-term rating categories or not have a long-term rating from the applicable  
exemption rating agency.                                                        

    A 'qualified plan investor' is a Plan on behalf of which the decision to buy
the class of securities to which the swap relates is made by an independent     
fiduciary qualified to understand the swap transaction and the effect the swap  
would have on the rating of the securities, which fiduciary is either:          

(a) a 'qualified professional asset manager,' or QPAM, under PTCE 84-14;

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(b) an 'in-house asset manager' under PTCE 96-23; or                    

   (c) has total assets, whether or not ERISA plan assets, under management of
    at least $100 million at the time the securities are acquired by the
Plan.                                                           

Ratings Dependent Swaps. In 'ratings dependent swaps,' those where the  
rating of a class of securities is dependent on the terms and conditions of the 
swap, the swap agreement must provide that, if the credit rating of the         
counterparty is withdrawn or reduced by any exemption rating agency below a     
level specified by the exemption rating agency, the servicer, as agent for the  
trustee, must, within the period specified under the pooling and servicing      
agreement:                                                                      

   (a) obtain a replacement swap agreement with an eligible counterparty which
       is acceptable to the exemption rating agency and the terms of which are
       substantially the same as the current swap agreement, at which time the
earlier swap agreement must terminate; or                       

   (b) cause the swap counterparty to establish any collateralization or other
     arrangement satisfactory to the exemption rating agency such that the
    then current rating by the exemption rating agency of the particular
      class of securities will not be withdrawn or reduced, and the terms of
 the swap agreement must specifically obligate the counterparty to
    perform these duties for any class of securities with a term of more
than one year.                                                  

In the event that the servicer, as agent for the trustee, fails to meet these   
obligations, holders of the securities that are Plans must be notified in the   
immediately following periodic report which is provided to the holders of the   
securities but in no event later than the end of the second month beginning     
after the date of that failure. Sixty days after the receipt of the report, the 
exemptive relief provided under the Underwriter's PTE will prospectively cease  
to be applicable to any class of securities held by a Plan to which the ratings 
dependent swap relates.                                                         

   Non-Ratings Dependent Swaps. 'Non-ratings dependent swaps,' those where the
rating of the securities does not depend on the terms and conditions of the     
swap, are subject to the following conditions. If the credit rating of the      
counterparty is withdrawn or reduced below the lowest level permitted above, the
servicer, as agent for the trustee, will, within a specified period after that  
rating withdrawal or reduction:                                                 

  (a) obtain a replacement swap agreement with an eligible counterparty, the
        terms of which are substantially the same as the current swap agreement,
at which time the earlier swap agreement must terminate;        

(b) cause the counterparty to post collateral with the trust fund in an 
 amount equal to all payments owed by the counterparty if the swap
transaction were terminated; or                                 

(c) terminate the swap agreement in accordance with its terms.          

 Yield Supplement Agreement. A 'yield supplement agreement' is a permitted
trust fund asset if it satisfies the conditions of an 'eligible yield supplement
agreement.' Generally, any yield supplement agreement will be an eligible yield 
supplement agreement, provided that if such yield supplement agreement is an    
interest rate cap contract, a corridor contract or similar arrangement with a   
notional amount and is purchased by or on behalf of the trust fund to supplement
the interest rates otherwise payable on obligations held by the trust fund, then
such yield supplement agreement will be an eligible yield supplement agreement  
only if it meets the following conditions:                                      

(a) it is denominated in U.S. dollars;                                  

(b) it pays an allowable interest rate;                                 

(c) it is not leveraged;                                                

(d) it does not allow any of these three preceding requirements to be   
unilaterally altered without the consent of the trustee;        

   (e) it is entered into between the trust fund and an eligible counterparty;
and                                                             

(f) it has an allowable notional amount.                                

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Obligor as Fiduciary of Plan                                            

The Underwriter's PTE will apply to a fiduciary violation arising from a
Plan's investment in certificates when the Plan fiduciary responsible for the   
decision to invest in the certificates is a mortgagor or obligor with respect to
obligations representing no more than 5% of the fair market value of the        
obligations constituting the assets of the related trust fund, or an affiliate  
of such an obligor, if:                                                         

    (a) in the case of an acquisition in connection with the initial issuance of
      any series of certificates, at least 50% of each class of certificates
      in which Plans have invested is acquired by persons independent of the
        Restricted Group and at least 50% of the aggregate interest in the trust
fund is acquired by persons independent of the Restricted Group;

  (b) the Plan's investment in any class of certificates does not exceed 25%
of the outstanding certificates of that class at the time of    
acquisition;                                                    

  (c) immediately after the acquisition, no more than 25% of the Plan assets
with respect to which the investing fiduciary has discretionary 
   authority or renders investment advice are invested in certificates
     evidencing interests in trusts sponsored or containing assets sold or
serviced by the same entity; and                                

(d) the Plan is not sponsored by any member of the Restricted Group.    

   Whether the conditions in the Underwriter's PTE will be satisfied as to the
certificates of any particular class will depend upon the relevant facts and    
circumstances existing at the time the Plan acquires the certificates. Any Plan 
investor who proposes to use 'plan assets' of a Plan to acquire certificates in 
reliance upon the Underwriter's PTE should determine whether the Plan satisfies 
all of the applicable conditions and consult with its counsel regarding other   
factors that may affect the applicability of the Underwriter's PTE.             

General Considerations                                                          

   Any member of the Restricted Group, a mortgagor or obligor, or any of their
affiliates might be considered or might become a Party in Interest with respect 
to a Plan. In that event, the acquisition or holding of certificates of the     
applicable series or class by, on behalf of or with 'plan assets' of that Plan  
might be viewed as giving rise to a prohibited transaction under ERISA and      
Section 4975 of the Code, unless the Underwriter's PTE or another exemption is  
available. Accordingly, before a Plan investor makes the investment decision to 
purchase, to commit to purchase or to hold certificates of any series or class, 
the Plan investor should determine:                                             

(a) whether the Underwriter's PTE is applicable and adequate exemptive  
relief is available;                                            

(b) whether any other prohibited transaction exemption, if required, is 
available under ERISA and Section 4975 of the Code; and         

(c) whether an exception from 'plan asset' treatment is available to the
applicable trust fund.                                          

The Plan investor should also consult the ERISA discussion, if any, in the      
applicable prospectus supplement for further information regarding the          
application of ERISA to any particular certificate.                             

Insurance Company General Accounts                                              

  Insurance companies contemplating the investment of general account assets
in the certificates are encouraged to consult with their legal advisors with    
respect to the applicability of Section 401(c) of ERISA. The DOL issued final   
regulations under Section 401(c) which were published in the Federal Register on
January 5, 2000.                                                                

   Any Plan investor who proposes to use 'plan assets' of any Plan to purchase
certificates of any series or class are encouraged to consult with its counsel  
with respect to the potential consequences under ERISA and Section 4975 of the  
Code of the acquisition and ownership of those certificates.                    

Legal Investment

The applicable prospectus supplement for a series of certificates will  
specify whether a class or subclass of those certificates, as long as it is     
rated in one of the two highest rating categories by one or                     

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more nationally recognized statistical rating organizations, will constitute a  
'mortgage related security' for purposes of the Secondary Mortgage Market       
Enhancement Act of 1984, as amended, or SMMEA. That class or subclass, if any,  
constituting a 'mortgage related security' will be a legal investment for       
persons, trusts, corporations, partnerships, associations, business trusts and  
business entities, including depository institutions, insurance companies,      
trustees and state government employee retirement systems, 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 regulation to the same extent that, under applicable law, obligations  
issued by or guaranteed as to principal and interest by the United States or any
agency or instrumentality thereof constitute legal investments for those        
entities.                                                                       

 Pursuant to SMMEA, a number of states enacted legislation, on or prior to
the October 3, 1991 cutoff for enactments, limiting to varying extents the      
ability of certain entities, in particular, insurance companies, to invest in   
'mortgage related securities,' in most cases by requiring the affected investors
to rely solely upon existing state law, and not SMMEA. Accordingly, the         
investors affected by the legislation will be authorized to invest in           
certificates qualifying as 'mortgage related securities' only to the extent     
provided in that legislation.                                                   

SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and   
federal savings banks may invest in, sell or otherwise deal in mortgage related 
securities without limitation as to the percentage of their assets represented  
thereby, federal credit unions may invest in those securities, and national     
banks may purchase those securities for their own account without regard to the 
limitations generally applicable to investment securities set forth in          
12 U.S.C. 24 (Seventh), subject in each case to any regulations as the          
applicable federal regulatory authority may prescribe. In this connection,      
federal credit unions should review 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. The NCUA has adopted rules, codified as 12 C.F.R. Section           
703.5(f)-(k), which prohibit federal credit unions from investing in certain    
mortgage related securities (including securities such as certain series,       
classes or subclasses of certificates), except under limited circumstances.     

The Office of Thrift Supervision, or the OTS, has issued Thrift Bulletin
73a, entitled 'Investing in Complex Securities,' or 'TB 73a,' which is effective
as of December 18, 2001 and applies to savings associations regulated by the    
OTS, and Thrift Bulletin 13a, entitled 'Management of Interest Rate Risk,       
Investment Securities, and Derivatives Activities,' or 'TB 13a,' which is       
effective as of December 1, 1998, and applies to thrift institutions regulated  
by the OTS.                                                                     

 One of the primary purposes of TB 73a is to require savings associations,
prior to taking any investment position, to determine that the investment       
position meets applicable regulatory and policy requirements (including those   
set forth TB 13a (see below)) and internal guidelines, is suitable for the      
institution, and is safe and sound. The OTS recommends, with respect to         
purchases of specific securities, additional analysis, including, among others, 
analysis of repayment terms, legal structure, expected performance of the issuer
and any underlying assets as well as analysis of the effects of payment         
priority, with respect to a security which is divided into separate tranches    
with unequal payments, and collateral investment parameters, with respect to a  
security that is prefunded or involves a revolving period. TB 73a reiterates the
OTS's due diligence requirements for investing in all securities and warns that 
if a savings association makes an investment that does not meet the applicable  
regulatory requirements, the savings association's investment practices will be 
subject to criticism, and the OTS may require divestiture of such securities.   
The OTS also recommends, with respect to an investment in any 'complex          
securities,' that savings associations should take into account quality and     
suitability, marketability, interest rate risk, and classification factors. For 
the purposes of each of TB 73a and TB 13a, 'complex security' includes among    
other things any collateralized mortgage obligation or real estate mortgage     
investment conduit security, other than any 'plain vanilla' mortgage            
pass-through security (that is, securities that are part of a single class of   
securities in the related pool that are non-callable and do not have any special
features). Accordingly, all classes of the offered certificates would likely be 
viewed as 'complex securities.' With respect to quality and suitability factors,
TB 73a warns:                                                                   

o   that a savings association's sole reliance on outside ratings for   
 material purchases of complex securities is an unsafe and unsound
practice,                                                       

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o   that a savings association should only use ratings and analyses from
 nationally recognized rating agencies in conjunction with, and in
validation of, its own underwriting processes, and              

o   that it should not use ratings as a substitute for its own thorough 
underwriting analyses.                                          

With respect the interest rate risk factor, TB 73a recommends that savings      
associations should follow the guidance set forth in TB 13a.                    

One of the primary purposes of TB 13a is to require thrift institutions,
prior to taking any investment position, to:                                    

o   conduct a pre-purchase portfolio sensitivity analysis for any       
        'significant transaction' involving securities or financial derivatives,
and                                                             

o   conduct a pre-purchase price sensitivity analysis of any 'complex   
security' or financial derivative.                              

The OTS recommends that while a thrift institution should conduct its own       
in-house pre-acquisition analysis, it may rely on an analysis conducted by an   
independent third-party as long as management understands the analysis and its  
key assumptions. Further, TB 13a recommends that the use of 'complex securities 
with high price sensitivity' be limited to transactions and strategies that     
lower a thrift institution's portfolio interest rate risk. TB 13a warns that    
investment in complex securities by thrift institutions that do not have        
adequate risk measurement, monitoring and control systems may be viewed by the  
OTS examiners as an unsafe and unsound practice.                                

  The predecessor to the OTS issued a bulletin entitled 'Mortgage Derivative
Products and Mortgage Swaps' applicable to thrift institutions regulated by the 
OTS. The bulletin established guidelines for the investment by savings          
institutions in certain 'high-risk' mortgage derivative securities and          
limitations on the use of those securities by insolvent, undercapitalized or    
otherwise 'troubled' institutions. According to the bulletin, these 'high-risk' 
mortgage derivative securities include securities such as the Class B           
Certificates. Similar policy statements have been issued by regulators having   
jurisdiction over other types of depository institutions.                       

 On April 23, 1998, the Federal Financial Institutions Examination Council
issued its 1998 Policy Statement. The 1998 Policy Statement has been adopted by 
the Federal Reserve Board, the Office of the Comptroller of the Currency, the   
FDIC, the National Credit Union Administration, or the NCUA, and the OTS with an
effective date of May 26, 1998. The 1998 Policy Statement rescinds a 1992 policy
statement that had required, prior to purchase, a depository institution to     
determine whether a mortgage derivative product that it is considering acquiring
is high-risk, and, if so, that the proposed acquisition would reduce the        
institution's overall interest rate risk. The 1998 Policy Statement eliminates  
former constraints on investing in certain 'high-risk' mortgage derivative      
products and substitutes broader guidelines for evaluating and monitoring       
investment risk.                                                                

Institutions whose investment activities are subject to regulation by   
federal or state authorities should review rules, policies and guidelines       
adopted from time to time by those authorities before purchasing any            
certificates, as certain series, classes or subclasses may be deemed unsuitable 
investments, or may otherwise be restricted, under those rules, policies or     
guidelines, in certain instances irrespective of SMMEA.                         

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, provisions which
may restrict or prohibit investment in securities which are not 'interest       
bearing' or 'income paying,' and, with regard to any certificates issued in     
book-entry form, provisions which may restrict or prohibit investments in       
securities which are issued in book-entry form.                                 

Except as to the status of certain classes of certificates as 'mortgage 
related securities,' no representation is made as to the proper characterization
of the certificates for legal investment purposes, financial institution        
regulatory purposes, or other purposes, or as to the ability of particular      
investors to purchase certificates under applicable legal investment            
restrictions. The uncertainties described above, and any unfavorable future     
determinations concerning legal investment or financial institution regulatory  
characteristics of the certificates, may adversely affect the liquidity of the  
certificates.                                                                   

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   Investors are encouraged to consult their own legal advisers in determining
whether and to what extent certificates offered by this prospectus and the      
accompanying prospectus supplement constitute legal investments for them.       

Plan of Distribution

Each series of certificates offered hereby and by means of the related  
prospectus supplement may be sold directly by the depositor or may be offered   
through Credit Suisse Securities (USA) LLC, an affiliate of the depositor, or   
underwriting syndicates represented by Credit Suisse Securities (USA) LLC. The  
prospectus supplement with respect to each series of certificates will set forth
the terms of the offering of that series of certificates and each subclass      
within that series, including the name or names of the underwriters, the        
proceeds to the depositor, and either the initial public offering price, the    
discounts and commissions to the underwriters and any discounts or concessions  
allowed or reallowed to certain dealers, or the method by which the price at    
which the underwriters will sell the certificates will be determined.           

Generally, the underwriters will be obligated to purchase all of the    
certificates of a series described in the prospectus supplement with respect to 
that series if any certificates are purchased. The certificates may be acquired 
by the underwriters for their own account 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. If stated in
the applicable prospectus supplement, the underwriters will not be obligated to 
purchase all of the certificates of a series described in the prospectus        
supplement with respect to that series if any certificates are purchased.       

As to any series of certificates backed by residential mortgage loan    
participation interests, the distribution of those certificates will be effected
in accordance with Rule 190(a) or 190(c) under the Securities Act of 1933, as   
amended.                                                                        

If stated in the prospectus supplement, the depositor will authorize    
underwriters or other persons acting as the depositor's agents to solicit offers
by certain institutions to purchase the certificates from the depositor pursuant
to contracts providing for payment and delivery on a future date. Institutions  
with which those contracts may be made include commercial and savings banks,    
insurance companies, pension funds, investment companies, educational and       
charitable institutions and others, but in all cases those institutions must be 
approved by the depositor. The obligation of any purchaser under any contract   
will be subject to the condition that the purchase of the offered certificates  
shall not at the time of delivery be prohibited under the laws of the           
jurisdiction to which that purchaser is subject. The underwriters and other     
agents will not have any responsibility in respect of the validity or           
performance of those contracts.                                                 

The depositor may also sell the certificates offered by means of this   
prospectus and the related prospectus supplements from time to time in          
negotiated transactions or otherwise, at prices determined at the time of sale. 
The depositor may effect those transactions by selling certificates to or       
through dealers, and those dealers may receive compensation in the form of      
underwriting discounts, concessions or commissions from the depositor and any   
purchasers of certificates for whom they may act as agents.                     

The place and time of delivery for each series of certificates offered  
hereby and by means of the related prospectus supplement will be set forth in   
the prospectus supplement with respect to that series.                          

  Securities offered hereby and by an accompanying prospectus supplement may
be distributed in connection with resecuritization transactions. In a           
resecuritization transaction, securities offered hereby will be transferred to a
trust (or other type of issuing entity) and securities backed by those          
securities will in turn be offered to investors. There is no assurance that any 
particular class of security offered hereby will be suitable for inclusion in a 
resecuritization transaction.                                                   

Legal Matters 

 Certain legal matters in connection with the certificates offered hereby,
including both federal income tax matters and the legality of the securities    
being offered, will be passed upon for the depositor and for the underwriters by
Thacher Proffitt & Wood LLP, New York, New York, Orrick, Herrington & Sutcliffe 
LLP, Los Angeles, California, McKee Nelson LLP, New York, New York, Sidley      
Austin LLP, New York, New York or by such other counsel as may be identified in 
the related prospectus supplement.                                              

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Financial Information 

   The depositor has determined that its financial statements are not material
to the offering made hereby. The certificates do not represent an interest in or
an obligation of the depositor. The depositor's only obligations for a series of
certificates will be to repurchase certain loans on any breach of limited       
representations and warranties made by the depositor, or as otherwise provided  
in the applicable prospectus supplement.                                        

Additional Information

  The depositor has filed the registration statement with the Securities and
Exchange Commission. The depositor is also subject to some of the information   
requirements of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and, accordingly, will file reports thereunder and reports required under  
the applicable agreements with the Securities and Exchange Commission. The      
registration statement and the exhibits thereto, and reports and other          
information filed by the depositor under the Exchange Act can be inspected and  
copied at the Public Reference Room maintained by the Securities and Exchange   
Commission at 100 F Street, N.E., Washington, DC 20549, and at certain of its   
Regional Offices located as follows: Chicago Regional Office, Citicorp Center,  
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Northeast
Regional Office, 233 Broadway, New York, New York 10279 and electronically      
through the Securities and Exchange Commission's Electronic Data Gathering,     
Analysis and Retrieval System at the Securities and Exchange Commission's Web   
Site (http://www.sec.gov). Information on the operation of the Public Reference 
Room may be obtained by calling the Securities and Exchange Commission at       
1-800-SEC-0330. Exchange Act reports as to any series filed with the Securities 
and Exchange Commission will be filed under the issuing entity's name. The      
issuing entity's annual reports on Form 10-K (including reports of assessment of
compliance with the AB Servicing Criteria, attestation reports, and statements  
of compliance, discussed in 'The Trust Fund -- Reports to Certificateholders'   
and 'The Trust Fund -- Evidence as to Compliance,' required to be filed under   
Regulation AB), periodic distribution reports on Form 10-D, current reports on  
Form 8-K and amendments to those reports, together with such other reports to   
security holders or information about the securities as shall have been filed   
with the Securities and Exchange Commission will be posted on the related       
trustee's internet web site as soon as reasonably practicable after it has been 
electronically filed with, or furnished to, the Securities and Exchange         
Commission. The address of the related trustee's website will be set forth in   
the related prospectus supplement.                                              

Reports to Certificateholders 

 Monthly reports which contain information concerning the trust fund for a
series of certificates will be sent by or on behalf of the servicer, the        
subservicer or the trustee to each holder of record of the certificates of the  
related series. See 'Description of the Certificates -- Reports to              
Certificateholders.' Reports forwarded to holders will contain financial        
information that has not been examined or reported on by an independent         
certified public accountant. The depositor will file with the Securities and    
Exchange Commission those periodic reports relating to the trust fund for a     
series of certificates as are required under the Exchange Act.                  

  As to each issuing entity, so long as it is required to file reports under
the Exchange Act, those reports will be made available as described above under 
'Additional Information.'                                                       

  As to each issuing entity that is no longer required to file reports under
the Exchange Act, periodic distribution reports will be posted on the related   
trustee's website referenced above under 'Additional Information' as soon as    
practicable. Annual reports of assessment of compliance with the AB Servicing   
Criteria as required by Item 1122(a) of Regulation AB, attestation reports as   
required by Item 1122(b) of Regulation AB, and statements of compliance as      
required by Item 1123 of Regulation AB prepared by or on behalf of each entity  
participating in the servicing function will be provided to the registered      
holders of the related securities upon request free of charge. See 'The Trust   
Fund -- Evidence as to Compliance' and 'The Trust Fund -- Reports to            
Certificateholders.'                                                            

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Incorporation of Certain Information by Reference 

  The SEC allows the depositor to 'incorporate by reference' the information
filed with the SEC by the depositor, under Section 13(a) or 15(d) of the        
Exchange Act, that relates to the trust fund for the certificates. This means   
that the depositor can disclose important information to any investor by        
referring the investor to these documents. The information incorporated by      
reference is an important part of this prospectus, and information filed by the 
depositor with the SEC that relates to the trust fund for any series of         
certificates will automatically update and supersede this information. Documents
that may be incorporated by reference for a particular series of certificates   
include an insurer's financial statements, a certificate policy, a mortgage pool
policy, computational materials, collateral term sheets, the related pooling and
servicing agreement and amendments thereto, other documents on Form 8-K,        
Form 10-D and Section 13(a) or 15(d) of the Exchange Act as may be required in  
connection with the related trust fund.                                         

At such time as may be required under the relevant SEC rules and        
regulations, the depositor may provide static pool information, in response to  
Item 1105 of Regulation AB, through an Internet Web site, and if the depositor  
decides to provide such information, the applicable prospectus supplement       
accompanying this prospectus will disclose the specific Internet address where  
such information is posted.                                                     

 The depositor will provide or cause to be provided without charge to each
person to whom this prospectus and accompanying prospectus supplement is        
delivered in connection with the offering of one or more classes of the related 
series of certificates, on written or oral request of that person, a copy of any
or all reports incorporated in this prospectus by reference, in each case to the
extent the reports relate to one or more of the classes of the related series of
certificates, other than the exhibits to those documents, unless the exhibits   
are specifically incorporated by reference in the documents. Requests should be 
directed either by telephone to 212-325-2000 or in writing to Credit Suisse     
First Boston Mortgage Securities Corp., 11 Madison Avenue, New York, New York   
10010, Attention: Treasurer.                                                    

Ratings 

    It is a condition to the issuance of the certificates of each series offered
hereby that at the time of issuance they shall have been rated in one of the    
four highest rating categories by the nationally recognized statistical rating  
agency or agencies specified in the related prospectus supplement.              

  Ratings on conduit mortgage and manufactured housing contract pass-through
certificates address the likelihood of the receipt by certificateholders of     
their allocable share of principal and interest on the underlying mortgage or   
manufactured housing contract assets. These ratings address:                    

o   structural and legal aspects associated with the certificates;      

o   the extent to which the payment stream on the underlying assets is  
adequate to make payments required by the certificates; and     

o   the credit quality of the credit enhancer or guarantor, if any.     

Ratings on the certificates do not, however, constitute a statement     
regarding:                                                                      

o   the likelihood of principal prepayments by mortgagors or obligors;  

o   the degree by which prepayments made by mortgagors or obligors might
differ from those originally anticipated; or                    

  o   whether the yield originally anticipated by investors of any series of
        certificates may be adversely affected as a result of those prepayments.

 As a result, investors of any series of certificates might suffer a lower
than anticipated yield.                                                         

 A rating on any or all of the certificates of any series by certain other
rating agencies, if assigned at all, may be lower than the rating or ratings    
assigned to the certificates by the rating agency or agencies specified in the  
related prospectus supplement. A security rating is not a recommendation to buy,
sell or hold certificates and may be subject to revision or withdrawal at any   
time by the assigning rating agency. Each security rating should be evaluated   
independently of any other security rating.                                     

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Glossary

  Below are abbreviated definitions of significant capitalized terms used in
this prospectus and in the accompanying prospectus supplement. The pooling and  
servicing agreement for the related series may contain more complete definitions
of the terms used in this prospectus and in the prospectus supplement and       
reference should be made to the pooling and servicing agreement for the related 
series for a more complete understanding of all such terms.                     

   '1998 Policy Statement' means the revised supervisory statement listing the
guidelines for investments in 'high risk mortgage securities,' and adopted by   
the Federal Reserve Board, the Office of the Comptroller of the Currency, the   
FDIC, the National Credit Union Administration, or NCUA and the OTS with an     
effective date of May 26, 1998.                                                 

    'Accrual Distribution Amount' means the amount of the interest, if any, that
has accrued but is not yet payable on the Compound Interest Certificates of a   
particular series since the prior distribution date, or since the date specified
in the related prospectus supplement in the case of the first distribution date.

   'Advance' means as to a particular mortgage loan, contract or mortgage loan
underlying a Mortgage Certificate and any distribution date, an amount equal to 
the scheduled payments of principal and interest at the applicable mortgage rate
or annual percentage rate, as applicable, which were delinquent as of the close 
of business on the business day preceding the Determination Date on the mortgage
loan, contract or mortgage loan underlying a Mortgage Certificate.              

'Approved Sale' means, with respect to a series which utilizes a pool   
insurance policy:                                                               

 o   the sale of a mortgaged property acquired because of a default by the
     mortgagor to which the related pool insurer has given prior approval;

o   the foreclosure or trustee's sale of a mortgaged property at a price
   exceeding the maximum amount specified by the related pool insurer;

 o   the acquisition of the mortgaged property under the primary insurance
policy by the primary mortgage insurer; or                      

o   the acquisition of the mortgaged property by the pool insurer.      

'Buy-Down Fund' means with respect to any series, a custodial account   
established by the related subservicer, subservicer or trustee as described in  
the related prospectus supplement, which contains amounts deposited by the      
depositor, the seller of the related mortgaged property, the subservicer or     
another source to cover shortfalls in payments created by Buy-Down Loans        
included in the related mortgage pool.                                          

 'Buy-Down Loans' means single family mortgage loans pursuant to which the
monthly payments made by the related mortgagor during the early years of that   
mortgage loan will be less than the scheduled monthly payments on that mortgage 
loan.                                                                           

'Certificate Account' means, with respect to each series, the separate  
account or accounts in the name of the trustee, which must be maintained with a 
depository institution and in a manner acceptable to the related Rating Agency. 

    'Certificate Principal Balance' means, for any class of certificates, and as
of any distribution date, the initial principal balance of that class of        
certificates, less all amounts previously distributed to holders of that class  
of certificates, as applicable, on account of principal.                        

'Code' means the Internal Revenue Code of 1986, as amended.             

'Compound Interest Certificates' means certificates that accrue interest
during certain periods that is not paid to the holder but is added to the       
Certificate Principal Balance of the certificate.                               

'Cooperative' means a corporation entitled to be treated as a housing   
cooperative under federal tax law.                                              

    'Cooperative Dwelling' means a specific dwelling unit in a building owned by
a Cooperative.                                                                  

 'Cooperative Loan' means a cooperative apartment loan evidenced by a note
secured a by security interest in shares issued by a Cooperative and in the     
related proprietary lease or occupancy agreement granting exclusive rights to   
occupy a Cooperative Dwelling.                                                  

    'Custodial Account' means, with respect to each series, the separate account
or accounts in the name of the trustee, meeting the requirements set forth in   
this prospectus for the Certificate Account.                                    

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'Cut-off Date' means, the date specified in the related prospectus      
supplement from which principal and interest payments on the assets of the trust
fund related to a series are transferred to that trust fund.                    

'Determination Date' means, with respect to each series and each        
distribution date, the 20th day, or if the 20th day is not a business day, the  
next preceding business day, of the month of in which the distribution date     
occurs, or some other day if stated in the related prospectus supplement.       

'Disqualified Organization' means:                                      

o   the United States, any state or political subdivision thereof, any  
    foreign government, any international organization, or any agency or
        instrumentality of the foregoing, but does not include instrumentalities
described in Section 168(h)(2)(D) of the Code;                  

  o   any organization, other than a cooperative described in Section 521 of
      the Code, that is exempt from federal income tax, unless it is subject
to the tax imposed by Section 511 of the Code; or               

o   any organization described in Section 1381(a)(2)(C) of the Code.    

   'Draw' means, with respect to any revolving credit loan, money drawn by the
borrower in most cases with either checks or credit cards, subject to applicable
law, on the revolving credit loan under the related credit line agreement at any
time during the Draw Period.                                                    

  'Draw Period' means, with respect to any revolving credit loan, the period
specified in the related credit line agreement when a borrower on the revolving 
credit loan may make a Draw.                                                    

'Due Period' means, with respect to any distribution date, the calendar 
month preceding the month of that distribution or some other period as defined  
in the related prospectus supplement.                                           

'Eligible Investments' means any of the following, in each case as      
determined at the time of the investment or contractual commitment to invest in 
that Eligible Investment:                                                       

o   obligations which have the benefit of full faith and credit of the  
        United States of America, including depositary receipts issued by a bank
        as custodian with respect to any such instrument or security held by the
   custodian for the benefit of the holder of such depositary receipt;

   o   demand deposits or time deposits in, or bankers' acceptances issued by,
       any depositary institution or trust company incorporated under the laws
   of the United States of America or any state thereof and subject to
     supervision and examination by Federal or state banking or depositary
   institution authorities; provided that at the time of the trustee's
investment or contractual commitment to invest in that Eligible 
       Investment, the certificates of deposit or short-term deposits, if any,
     or long-term unsecured debt obligations, other than obligations whose
     rating is based on collateral or on the credit of a Person other than
    such institution or trust company, of that depositary institution or
     trust company has a credit rating in the highest rating category from
the related Rating Agency;                                      

  o   certificates of deposit having a rating in the highest rating from the
related Rating Agency;                                          

o   investments in money market funds which are rated in the highest    
category from the related Rating Agency or which are composed of
        instruments or other investments which are rated in the highest category
from the related Rating Agency;                                 

o   commercial paper, having original or remaining maturities of no more
       than 270 days, having credit rating in the highest rating category from
the related Rating Agency;                                      

    o   repurchase agreements involving any Eligible Investment described in any
     of the first three bullet points above, so long as the other party to
     the repurchase agreement has its long-term unsecured debt obligations
    rated in the highest rating category from the related Rating Agency;

o   any other investment with respect to which the related Rating Agency
    indicates will not result in the reduction or withdrawal of its then
existing rating of the certificates; or                         

o   other investments that are described in the applicable prospectus   
supplement.                                                     

Except as otherwise provided in the applicable pooling and servicing    
agreement, any Eligible Investment must mature no later than the business day   
prior to the next distribution date.                                            

'ERISA Plans' means employee benefit plans subject to Title I of the    
Employee Retirement Income Security Act of 1974, or ERISA.                      

'Excluded Balance' means with respect to any revolving credit loan, that
portion of the principal balance of that revolving credit loan not included in  
the Trust Balance at any time, which may include balances attributable to Draws 
after the cut-off date and may include a portion of the principal balance       

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outstanding as of the cut-off date, and which may also include balances         
attributable to Draws after the occurrence of certain events specified in the   
related prospectus supplement.                                                  

    'FHA Loans' means mortgage loans or contracts insured by the Federal Housing
Administration.                                                                 

    'GPM Fund' means with respect to any series, a custodial account established
by the related servicer, subservicer or trustee as described in the related     
prospectus supplement, which contains amounts deposited by the depositor or     
another source to cover shortfalls in payments created by GPM Loans included in 
the related mortgage pool.                                                      

    'GPM Loans' means single family mortgage loans pursuant to which the monthly
payments by the related mortgagor during the early years of the related Mortgage
Note are less than the amount of interest that would otherwise be payable       
thereon, with that interest paid from amounts on deposit in a GPM Fund.         

'High Cost Loans' means mortgage loans, contracts or mortgage loans     
underlying Mortgage Certificates that are subject to the special rules,         
disclosure requirements and other provisions that were added to the federal     
Truth-in-Lending Act by the Homeownership and Equity Protection Act of 1994,    
which were originated on or after October 1, 1995, are not loans made to finance
the purchase of the mortgaged property and have mortgage rates or annual        
percentage rates, as applicable, or origination costs in excess of prescribed   
levels.                                                                         

    'Initial Deposit' means, with respect to each series in which a reserve fund
has been established, the deposit of cash into the reserve fund in the amount   
specified in the related prospectus supplement.                                 

  'Insurance Proceeds' means, with respect to each series, proceeds from any
special hazard insurance policy, primary mortgage insurance policy, FHA         
insurance, VA guarantee, mortgagor bankruptcy bond or pool insurance policy with
respect to the related series of certificates and any title, hazard or other    
insurance policy covering any of the mortgage loans included in the related     
mortgage pool, to the extent those proceeds are not applied to the restoration  
of the related property or released to the mortgagor in accordance with         
customary servicing procedures.                                                 

    'Issue Premium' means with respect to a class of REMIC Regular Certificates,
the issue price in excess of the stated redemption price of that class.         

'Liquidating Loan' means:                                               

 o   each mortgage loan with respect to which foreclosure proceedings have
      been commenced and the mortgagor's right of reinstatement has expired;

   o   each mortgage loan with respect to which the related subservicer or the
servicer has agreed to accept a deed to the property in lieu of 
foreclosure;                                                    

   o   each Cooperative Loan as to which the shares of the related Cooperative
       and the related proprietary lease or occupancy agreement have been sold
or offered for sale; or                                         

  o   each contract with respect to which repossession proceedings have been
commenced.                                                      

   'Liquidation Proceeds' means, with respect to each series, all cash amounts
received and retained in connection with the liquidation of defaulted mortgage  
loans, by foreclosure or otherwise, other than Insurance Proceeds, payments     
under any applicable financial guaranty insurance policy, surety bond or letter 
of credit, if any, with respect to the related series.                          

'Mixed-Use Mortgage Loans' means mortgage loans secured by Mixed-Use    
Property.                                                                       

'Mixed-Use Property' means mixed residential and commercial properties. 

'Mortgage Certificates' means certain conventional mortgage pass-through
certificates issued by one or more trusts established by one or more private    
entities and evidencing the entire or a fractional interest in a pool of        
mortgage loans.                                                                 

'Mortgage Note' means with respect to each mortgage loan, the promissory
note secured by a first or more junior mortgage or deed of trust or other       
similar security instrument creating a first or more junior lien, as applicable,
on the related mortgaged property.                                              

'Parties in Interest' means certain persons who have certain specified  
relationships to a Plan, as described in Section 3(14) of ERISA and Section     
4975(c)(2) of the Code.                                                         

 'Pass-Through Entity' means any regulated investment company, real estate
investment trust, trust, partnership or other entities described in Section     
860E(e)(6) of the Code. In addition, a person holding an                        

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interest in a Pass-Through Entity as a nominee for another person will, for that
interest, be treated as a Pass-Through Entity.                                  

 'Pass-Through Rate' means with respect to each class of certificates in a
series, the rate of interest borne by that class as described in the related    
prospectus supplement.                                                          

'Percentage Interest' means, as to any certificate of any class, the    
percentage interest evidenced thereby in distributions required to be made on   
the certificates in that class, which percentage interest will be based on the  
original principal balance or notional amount of the certificates of that class.

   'Permitted Investments' means United States government securities and other
investment grade obligations specified in the related pooling and servicing     
agreement.                                                                      

'Plan Assets Regulation' means the final regulation made by the United  
States Department of Labor, or DOL, under which assets of an entity in which a  
Plan makes an equity investment will be treated as assets of the investing Plan 
in certain circumstances.                                                       

'Plans' means ERISA Plans and other plans subject to Section 4975 of the
Code.                                                                           

  'Rating Agency' means, collectively, the nationally recognized statistical
rating agency or agencies rating the related series of certificates.            

    'Realized Loss' means any shortfall between the unpaid principal balance and
accrued interest on a mortgage loan, after application of all Liquidation       
Proceeds, Insurance Proceeds and other amounts received in connection with the  
liquidation of that mortgage loan, net of reimbursable costs and expenses,      
including Advances.                                                             

 'Record Date' means, with respect to each distribution date, the close of
business on the last day of the calendar month preceding the related            
distribution date, or such other date as specified in the related prospectus    
supplement.                                                                     

'Regular Certificate' means a REMIC Regular Certificate.                

   'REMIC' means a 'real estate mortgage investment conduit' as defined in the
Code.                                                                           

'REMIC Regular Certificates' means certificates or notes representing   
ownership of one or more regular interests in a REMIC.                          

    'Repayment Period' means with respect to a revolving credit loan, the period
from the end of the related Draw Period to the related maturity date.           

  'Required Reserve' means the amount specified in the prospectus supplement
for a series of certificates which utilizes a reserve fund, to be deposited into
the reserve fund.                                                               

'Residual Certificates' means one or more classes or subclasses of      
certificates of a series that evidence a residual interest in the related trust 
fund.                                                                           

 'Restricted Group' means the depositor, any underwriter, the trustee, any
subservicer, any pool special hazard or primary mortgage insurer, the obligor   
under any other credit support mechanism or the swap counterparty in any        
eligible swap arrangement, a mortgagor or obligor with respect to obligations   
constituting more than 5% of the aggregate unamortized principal balance of the 
assets of the related trust fund on the date of the initial issuance of         
certificates, and any of their affiliates.                                      

 'Servicing Account' means the separate account or accounts established by
each subservicer for the deposit of amounts received in respect of the mortgage 
loans, contracts or mortgage loans underlying the Mortgage Certificates,        
serviced by that subservicer.                                                   

'Simple Interest Loans' means mortgage loans that provide that scheduled
interest and principal payments thereon are applied first to interest accrued   
from the last date to which interest has been paid to the date the payment is   
received and the balance thereof is applied to principal.                       

'Subordinated Amount' means the amount of subordination with respect to 
subordinated certificates stated in the prospectus supplement relating to a     
series of certificates that contains subordinate certificates.                  

'Trust Assets' means with respect to each series of certificates, the   
mortgage loans, contracts or Mortgage Certificates conveyed to the related trust
fund.                                                                           

'Trust Balance' means with respect to a mortgage pool consisting of     
revolving credit loans, as described in the related prospectus supplement, a    
specified portion of the total principal balance of each revolving credit loan  
outstanding at any time, which will consist of the principal balance thereof as 
of the cut-off date minus the portion of all payments and losses thereafter that
are allocated to the Trust Balance                                              

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and minus the portion of the principal balance that has been transferred to     
another trust fund prior to the cut-off date, and will not include any portion  
of the principal balance attributable to Draws made after the cut-off date.     

   'Underwriter's PTE' means the final prohibited transaction exemption issued
to Credit Suisse, 54 Fed. Reg. 42597 (October 17, 1989), as amended by          
PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765  
(November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002).      

'VA Loans' means mortgage loans or contracts partially guaranteed by the
United States Department of Veterans Affairs.                                   

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$1,069,750,050
 (Approximate)

Home Equity Asset Trust 2006-7
Issuing Entity

Home Equity Pass-Through Certificates,
Series 2006-7 

Credit Suisse First Boston
Mortgage Securities Corp. 
 Depositor

DLJ Mortgage Capital, Inc.
Sponsor and Seller

 ---------------------
 PROSPECTUS SUPPLEMENT
 ---------------------

 Credit Suisse
 Underwriter

You should rely only on the  information  contained or incorporated by reference
in this  prospectus  supplement  and the  accompanying  prospectus.  We have not
authorized anyone to provide you with different information.                    

We are not  offering  the  certificates  in any  state  where  the  offer is not
permitted.                                                                      

We represent the accuracy of the information in this  prospectus  supplement and
the accompanying prospectus only as of the dates on their respective covers.    

Dealers will be required to deliver a prospectus  supplement and prospectus when
acting as  Underwriter  of the  certificates  offered hereby and with respect to
their unsold allotments or subscriptions.  In addition,  all dealers selling the
offered  certificates,  whether or not  participating  in this offering,  may be
required to deliver a prospectus  supplement and prospectus  until 90 days after
the date of this prospectus supplement.                                         

September 29, 2006