Morgan Stanley Capital I Inc/Trust 2006-NC2 · 424B5 · On 3/30/06

Filed On 3/30/06 5:11pm ET   ·   SEC File 333-125593-16   ·   Accession Number 891092-6-819

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

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus                                           310   1.64M 

Document Table of Contents

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PROSPECTUS SUPPLEMENT                                                           
(To Prospectus dated March 27, 2006)                                            

$1,375,297,000

 Mortgage Pass-Through Certificates, Series 2006-NC2
Morgan Stanley Capital I Inc. Trust 2006-NC2
Issuing Entity

 Morgan Stanley Capital I Inc.
 Depositor

Morgan Stanley Mortgage Capital Inc.
 Sponsor

Wells Fargo Bank, National Association
Servicer

    The following classes of certificates are being offered pursuant to this
prospectus supplement and the accompanying prospectus:                          

Original Class  
Class               Certificate Balance    Pass-Through Rate
-----------------------       -------------------    -----------------          
Class A-1..............            $430,640,000           Variable              
Class A-2a.............            $352,800,000           Variable              
Class A-2b.............            $102,230,000           Variable              
Class A-2c.............            $156,030,000           Variable              
Class A-2d.............            $100,004,000           Variable              
Class M-1..............             $53,961,000           Variable              
Class M-2..............             $41,181,000           Variable              
Class M-3..............             $24,851,000           Variable              
Class M-4..............             $22,010,000           Variable              
Class M-5..............             $22,010,000           Variable              
Class M-6..............             $19,880,000           Variable              
Class B-1..............             $19,880,000           Variable              
Class B-2..............             $15,620,000           Variable              
Class B-3..............             $14,200,000           Variable              

--------------------------------------------------------------------------------
     You should read the section entitled "Risk Factors" starting on page S-13
of this prospectus supplement and page 11 of the accompanying prospectus and    
consider these factors before making a decision to invest in the certificates.  

   The certificates represent interests in the issuing entity only and are
not interests in or obligations of any other person.                            

      Neither the certificates nor the underlying mortgage loans will be insured
or guaranteed by any governmental agency or instrumentality.                    
--------------------------------------------------------------------------------

Assets of the Issuing Entity --                                                 

o     The issuing entity is a trust whose assets consist primarily of two groups
    of fixed- and adjustable-rate, first-lien and second-lien mortgage loans
secured by residential real properties.                             

The certificates --                                                             

o     The certificates represent beneficial interests in the assets of the      
issuing entity, as described in this prospectus supplement; and     

o     The certificates will accrue interest at a rate equal to one-month LIBOR  
      plus a related fixed margin, subject to certain caps, as described in this
prospectus supplement under "Summary--Pass-Through Rates."          

Credit enhancement --                                                           

o     Subordination as described in this prospectus supplement under            
"Description of the Certificates--Priority of Distributions Among   
Certificates,"                                                      

o     Overcollateralization as described in this prospectus supplement under    
    "Description of the Certificates--Overcollateralization Provisions," and

o     Excess interest as described in this prospectus supplement under          
"Description of the Certificates--Overcollateralization Provisions."

Interest Rate Support --                                                        

o     An interest rate swap agreement with Morgan Stanley Capital Services Inc.,
      as swap provider, for the benefit of the certificates as described in this
  prospectus supplement under "Description of the Certificates--Interest
Rate Swap Agreement."                                               

  THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED IF   
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR       
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.             

Morgan Stanley Capital I Inc. will not list the certificates on any 
securities exchanges or on any automated quotation system of any securities     
association.                                                                    

      Each class of certificates will receive monthly distributions of interest,
principal or both, commencing on April 25, 2006. The certificates offered by    
this prospectus supplement will be purchased by Morgan Stanley & Co.            
Incorporated and offered from time to time to the public in negotiated          
transactions or otherwise at varying prices to be determined at the time of     
sale. Proceeds to the depositor from the sale of the offered certificates are   
anticipated to be approximately $ 1,371,171,109 before the deduction of expenses
payable by the depositor, estimated to be approximately $800,000. The offered   
certificates will be available for delivery to investors in book entry form     
through the facilities of The Depository Trust Company, Clearstream Banking,    
societe anonyme and Euroclear Bank, as operator of the Euroclear System, on or  
about March 30, 2006.                                                           

MORGAN STANLEY

March 27, 2006                                                                  

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

We provide information to you about the certificates in two separate
documents that provide more detail in progression: (1) the accompanying         
prospectus, which provides general information, some of which may not apply     
directly to your series of certificates, and (2) this prospectus supplement,    
which describes the specific terms of your series of certificates. If the       
accompanying prospectus contemplates multiple options, you should rely on the   
information in this prospectus supplement as to the applicable option.          

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 Mortgage Pass-Through Certificates, Series  
2006-NC2 in any state or other jurisdiction where the offer is not permitted.   

     For 90 days following the date of this prospectus supplement, all dealers
selling certificates will deliver a prospectus supplement and prospectus. This  
requirement is in addition to the dealers' obligation to deliver a prospectus   
when acting as underwriters of the certificates with respect to their unsold    
allotments or subscriptions.                                                    

 We cannot sell the certificates to you unless you have been given the
opportunity to receive both this prospectus supplement and the accompanying     
prospectus.                                                                     

We include cross-references in this prospectus supplement and the   
accompanying prospectus to captions in these materials where you can find       
further information concerning a particular topic. The table of contents in this
prospectus supplement and the table of contents in the prospectus provide the   
pages on which these captions are located.                                      

 Some of the terms used in this prospectus supplement are capitalized.
These capitalized terms have specified definitions, which are included at the   
end of this prospectus supplement under the heading "Glossary."                 

      In this prospectus supplement, the terms "depositor," "we," "us" and "our"
refer to Morgan Stanley Capital I Inc.                                          

      All annexes and schedules to this prospectus supplement are a part of this
prospectus supplement.                                                          

 Morgan Stanley Capital I Inc.'s principal offices are located at 1585
Broadway, New York, New York 10036, and its phone number is (212) 761-4000.     

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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 certificates to the public in that Relevant Member State prior to the  
publication of a prospectus in relation to the certificates 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 certificates to the public in    
that Relevant Member State at any time:                                         

          (a) to legal entities which are authorized or regulated to operate
 in the financial markets or, if not so authorized 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 (euro)43,000,000 and (3) an annual net turnover of more
than (euro)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     
certificates to the public" in relation to any certificates 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 certificates to be offered so as  
to enable an investor to decide to purchase or subscribe the certificates, 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 2000 (the "FSMA")) received by it in
     connection with the issue or sale of the certificates 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  
certificates in, from or otherwise involving the United Kingdom.    

NOTICE TO UNITED KINGDOM INVESTORS

     The distribution of this prospectus supplement if made by a person who is
not an authorized person under the FSMA, is being made only to, or directed only
at persons who (1) are outside the United Kingdom, or (2) have professional     
experience in matters relating to investments, or (3) are persons falling within
Articles 49(2)(a) through (d) ("high net worth companies, unincorporated        
associations, etc.") or 19 (Investment Professionals) of the Financial Services 
and Market Act 2000 (Financial Promotion) Order 2005 (all such persons together 
being referred to as the "Relevant Persons"). This prospectus supplement must   
not be acted on or relied on by persons who are not Relevant Persons. Any       
investment or investment activity to which this prospectus supplement relates,  
including the offered certificates, is available only to Relevant Persons and   
will be engaged in only with Relevant Persons.                                  

    Potential investors in the United Kingdom are advised that all, or most,
of the protections afforded by the United Kingdom regulatory system will not    
apply to an investment in the trust fund and that compensation will not be      
available under the United Kingdom Financial Services Compensation Scheme.      

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 TABLE OF CONTENTS

SUMMARY .............................................................       S-5 
RISK FACTORS ........................................................      S-13 
THE MORTGAGE LOAN POOL ..............................................      S-25 
    General ........................................................      S-25
    Prepayment Premiums ............................................      S-26
    Adjustable Rate Mortgage Loans .................................      S-26
    The Index ......................................................      S-27
    Underwriting Guidelines ........................................      S-27
    The Mortgage Loans in the Aggregate ............................      S-32
    The Group I Mortgage Loans .....................................      S-33
    The Group II Mortgage Loans ....................................      S-34
    Credit Scores ..................................................      S-35
THE SPONSOR .........................................................      S-36 
STATIC POOL INFORMATION .............................................      S-37 
THE DEPOSITOR .......................................................      S-37 
THE ISSUING ENTITY ..................................................      S-38 
THE SERVICER ........................................................      S-38 
    General ........................................................      S-38
    Servicing Experience and Procedures of Wells Fargo .............      S-38
THE TRUSTEE .........................................................      S-40 
INTEREST RATE SWAP COUNTERPARTY .....................................      S-41 
DESCRIPTION OF THE CERTIFICATES .....................................      S-41 
    General ........................................................      S-41
    Book-Entry Registration ........................................      S-43
    Definitive Certificates ........................................      S-46
    Assignment of the Mortgage Loans ...............................      S-46
    Delivery of Mortgage Loan Documents ............................      S-47
Representations and Warranties Relating                               
      to the Mortgage Loans ........................................      S-48
    Payments on the Mortgage Loans .................................      S-52
    Distributions ..................................................      S-53
    Administration Fees ............................................      S-53
    Priority of Distributions Among Certificates....................      S-54
    Distributions of Interest and Principal ........................      S-54
    Allocation of Principal Payments to Class A Certificates .......      S-59
    Swap Account ...................................................      S-59
    Calculation of One-Month LIBOR .................................      S-61
    Excess Reserve Fund Account ....................................      S-61
    Interest Rate Swap Agreement ...................................      S-61
    Overcollateralization Provisions ...............................      S-64
    Reports to Certificateholders ..................................      S-65
THE POOLING AND SERVICING AGREEMENT .................................      S-66 
    General ........................................................      S-66
    Subservicers ...................................................      S-67
Servicing and Trustee Fees and Other                                  
      Compensation and Payment of Expenses .........................      S-67
    P&I Advances and Servicing Advances ............................      S-67
    Prepayment Interest Shortfalls .................................      S-68
    Servicer Reports ...............................................      S-68
    Collection and Other Servicing Procedures ......................      S-69
    Hazard Insurance ...............................................      S-70
    Realization Upon Defaulted Mortgage Loans ......................      S-70
    Removal and Resignation of the Servicer ........................      S-71
    Termination; Optional Clean-up Call ............................      S-73
Certain Matters Regarding the Depositor,                              
      the Servicer and the Trustee .................................      S-74
    Amendment ......................................................      S-74
PREPAYMENT AND YIELD CONSIDERATIONS .................................      S-75 
    Structuring Assumptions ........................................      S-75
    Defaults .......................................................      S-82
    Prepayment Considerations and Risks ............................      S-82
    Overcollateralization Provisions ...............................      S-83
    Subordinated Certificates ......................................      S-84
    Effect on Yields Due to Rapid Prepayments ......................      S-84
    Weighted Average Lives of the Offered Certificates .............      S-85
    Decrement Tables ...............................................      S-85
Hypothetical Available Funds and                                      
      Supplemental Interest Rate Cap Table .........................      S-93
    Final Scheduled Distribution Date ..............................      S-99
FEDERAL INCOME TAX CONSIDERATIONS ...................................      S-99 
    General ........................................................      S-99
    Taxation of Regular Interests ..................................      S-99
    Status of the Offered Certificates .............................     S-100
    The Basis Risk Contract Component ..............................     S-100
    Other Matters ..................................................     S-102
STATE AND LOCAL TAXES ...............................................     S-102 
ERISA CONSIDERATIONS ................................................     S-102 
LEGAL INVESTMENT ....................................................     S-104 
PLAN OF DISTRIBUTION ................................................     S-104 
LEGAL MATTERS .......................................................     S-105 
REPORTS TO CERTIFICATEHOLDERS .......................................     S-105 
RATINGS .............................................................     S-107 
GLOSSARY ............................................................     S-107 
ANNEX I - CERTAIN U.S. FEDERAL INCOME TAX                                       
 DOCUMENTATION REQUIREMENTS ........................................       I-1
ANNEX II - INTEREST RATE SWAP SCHEDULE ..............................      II-1 
ANNEX III - MORTGAGE LOAN TABLES ....................................     III-1 

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 SUMMARY

This summary highlights selected information from this prospectus   
supplement and does not contain all of the information that you need to consider
in making your investment decision. You should read this entire prospectus      
supplement and the accompanying prospectus carefully to understand all of the   
terms of the offering of the certificates.                                      

The Transaction Parties                                                         

      Sponsor. Morgan Stanley Mortgage Capital Inc., a New York corporation with
its principal executive offices at 1585 Broadway, New York, New York 10036,     
telephone number (212) 761-4000.                                                

     Depositor. Morgan Stanley Capital I Inc., a Delaware corporation with its
principal executive offices at 1585 Broadway, New York, New York 10036,         
telephone number (212) 761-4000.                                                

Issuing Entity. Morgan Stanley Capital I Inc. Trust 2006-NC2.       

Trustee. Deutsche Bank National Trust Company, a national banking   
association. The corporate trust office of the trustee is located at 1761 East  
St. Andrew Place, Santa Ana, California 92705, Attention: Trust Administration  
MS06C2, and its telephone number is (714) 247-6000. The trustee will have the   
custodial responsibility with respect to the mortgage files for all of the      
mortgage loans. For a description of the trustee, see "The Trustee" in this     
prospectus supplement.                                                          

Servicer. Wells Fargo Bank, National Association, a national banking
association. The principal executive office of the servicer is located at 1 Home
Campus, Des Moines, Iowa 50328. For further information regarding Wells Fargo   
Bank, National Association, see "The Servicer" in this prospectus supplement.   

    Responsible Party. NC Capital Corporation, a California corporation. The
principal executive office of NC Capital Corporation is 18400 Von Karman, Suite 
1000, Irvine, California 92612 and its telephone number is (949) 440-7030. For  
certain information regarding NC Capital Corporation see "The Mortgage Loan     
Pool--Underwriting Guidelines" in this prospectus supplement.                   

Swap Provider. Morgan Stanley Capital Services Inc., a Delaware     
corporation. Morgan Stanley Capital Services Inc. conducts business in the      
over-the-counter derivatives market, engaging in a variety of derivatives       
products, including interest rate swaps, currency swaps, credit default swaps   
and interest rate options with institutional clients. The principal executive   
office of the swap provider is located at 1585 Broadway, New York, New York     
10036, and its telephone number is (212) 761-4000. See "Interest Rate Swap      
Counterparty" in this prospectus supplement.                                    

 The following diagram illustrates the various parties involved in the
transaction and their functions.                                                

-----------------------------                                                   
NC Capital Corporation                                                  
(Responsible Party)                                                   
-----------------------------                                                   
|                                                   
| Loans                                             
|                                                   
-----------------------------                                                   
Morgan Stanley                                                  
Mortgage Capital Inc.                                                 
(Sponsor)                                                   
-----------------------------                                                   
|                                                   
| Loans                                             
|                                                   
-----------------------------                                                   
Morgan Stanley                                                  
Capital I Inc.               -----------------------------      
(Depositor)                    Morgan Stanley Capital         
-----------------------------      /         Service Inc.                       
|                   /  (Interest Rate Swap Provider)
| Loans            /   -----------------------------
|                 /                                 
-----------------------------  /     -----------------------------              
Morgan Stanley Capital I Inc. /             Wells Fargo Bank,                   
Trust 2006-NC2        --------    National Association            
(Issuing Entity)       \                 (Servicer)                 
----------------------------- \      -----------------------------              
\                 
                  \    -----------------------------
               \      Deutsche Bank National
            \          Trust Company
           \           (Trustee)
                       -----------------------------

The Offered Certificates                                                        

    The Morgan Stanley Capital I Inc. Trust 2006-NC2 will issue the Mortgage
Pass-Through Certificates, Series 2006-NC2. Fourteen classes of the certificates
- the Class A-1, Class A-2a, Class A-2b, Class A-2c, Class A-2d, Class M-1,     
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and 
Class B-3 certificates - are being offered to you by this prospectus supplement.
The Class A-1 certificates generally represent interests in the group I mortgage
loans. The Class A-2a, Class A-2b, Class A-2c and Class A-2d certificates       
generally represent interests in the group II mortgage loans. The Class M and   
Class B                                                                         

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certificates represent interests in all of the mortgage loans.                  

The Other Certificates                                                          

     The trust will also issue three other classes of certificates - the Class
X, Class P and Class R certificates - which will not be offered under this      
prospectus supplement.                                                          

     The Class X certificates will have an initial aggregate principal balance
of approximately $44,733,872, which is approximately equal to the initial       
overcollateralization required by the pooling and servicing agreement. The Class
X certificates will initially represent an interest of approximately 3.15% of   
the aggregate scheduled principal balance of the mortgage loans in the trust.   

     The Class P certificates will not have an aggregate principal balance and
will not be entitled to distributions in respect of principal or interest. The  
Class P certificates will be entitled to all prepayment premiums or charges     
received in respect of the mortgage loans.                                      

    The certificates will represent undivided interests in the assets of the
trust, which will consist primarily of the mortgage loans.                      

Structural Overview                                                             

     The following chart illustrates generally the distribution priorities and
the subordination features applicable to the offered certificates and the Class 
X certificates.                                                                 

|    ---------------------------    / \         
|                 |   Class A-2a     |          
|    Class A-1    |   Class A-2b     |          
|                 |   Class A-2c     |          
|                 |   Class A-2d     |          
|    ---------------------------     |          
|             Class M-1              |          
|    ---------------------------     |          
|             Class M-2              |          
|    ---------------------------     |          
|             Class M-3              |          
Accrued       |    ---------------------------     |                        
certificate     |             Class M-4              |                          
interest,      |    ---------------------------     |     Loans               
then         |             Class M-5              |                       
principal      |    ---------------------------     |                         
|             Class M-6              |          
|    ---------------------------     |          
|             Class B-1              |          
|    ---------------------------     |          
|             Class B-2              |          
|    ---------------------------     |          
|             Class B-3              |          
|    ---------------------------     |          
|              Class X               |          
\ /   ---------------------------     |           

Closing Date                                                                    

On or about March 30, 2006.                                         

Cut-off Date                                                                    

March 1, 2006.                                                      

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, on the next business day,     
beginning in April 2006, to the holders of record on the preceding record date. 

Final Scheduled Distribution Date                                               

    The final scheduled distribution date is the distribution date occurring
in February 2036. See "Prepayment and Yield Considerations--Final Scheduled     
Distribution Date" in this prospectus supplement.                               

Record Date                                                                     

 The record date for the offered certificates will be the business day
preceding the related distribution date, unless the offered certificates are    
issued in definitive form, in which case the record date will be the last       
business day of the month preceding the month in which the related distribution 
date occurs.                                                                    

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Pass-Through Rates                                                              

 The Class A-1 certificates will have a pass-through rate equal to the
least of (i) one-month LIBOR plus 0.1800% (0.3600% after the first distribution 
date on which the optional clean up call is exercisable), (ii) the Group I Loan 
Cap, as defined in the "Glossary" in this prospectus supplement, and (iii) the  
WAC Cap, as defined in the "Glossary" in this prospectus supplement.            

  The Class A-2a certificates will have a pass-through rate equal to the
least of (i) one-month LIBOR plus 0.0700% (0.1400% after the first distribution 
date on which the optional clean up call is exercisable), (ii) the Group II Loan
Cap, as defined in the "Glossary" in this prospectus supplement, and (iii) the  
WAC Cap.                                                                        

  The Class A-2b certificates will have a pass-through rate equal to the
least of (i) one-month LIBOR plus 0.1200% (0.2400% after the first distribution 
date on which the optional clean up call is exercisable), (ii) the Group II Loan
Cap, and (iii) the WAC Cap.                                                     

  The Class A-2c certificates will have a pass-through rate equal to the
least of (i) one-month LIBOR plus 0.1800% (0.3600% after the first distribution 
date on which the optional clean up call is exercisable), (ii) the Group II Loan
Cap, and (iii) the WAC Cap.                                                     

  The Class A-2d certificates will have a pass-through rate equal to the
least of (i) one-month LIBOR plus 0.2900% (0.5800% after the first distribution 
date on which the optional clean up call is exercisable), (ii) the Group II Loan
Cap, and (iii) the WAC Cap.                                                     

 The Class M-1 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 0.3600% (0.5400% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class M-2 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 0.3800% (0.5700% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class M-3 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 0.3900% (0.5850% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class M-4 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 0.5100% (0.7650% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class M-5 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 0.5300% (0.7950% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class M-6 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 0.6000% (0.9000% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class B-1 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 1.1500% (1.7250% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class B-2 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 1.4000% (2.1000% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

 The Class B-3 certificates will have a pass-through rate equal to the
lesser of (i) one-month LIBOR plus 2.2500% (3.3750% after the first distribution
date on which the optional clean up call is exercisable) and (ii) the WAC Cap.  

      Interest will accrue on the offered certificates on the basis of a 360-day
year and the actual number of days elapsed in the applicable interest accrual   
period. See "Description of the Certificates--Distributions of Interest and     
Principal" in this prospectus supplement.                                       

Interest Accrual Period                                                         

The interest accrual period for the offered certificates for any    
distribution date will be the period from and including the preceding           
distribution date (or, in the case of the first distribution date, the closing  
date) through the day before the current distribution date.                     

Distribution Priorities                                                         

     Distributions on the certificates are required to be made monthly on each
distribution date from available funds (after giving effect to the payment of   

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any fees and expenses of the servicer and the trustee) to the classes of        
certificates in the following order of priority:                                

(a) to an account for payment to the provider of the interest swap  
agreement of certain amounts payable to the swap provider;                      

   (b) (i) first, to the Class A-1, Class A-2a, Class A-2b, Class A-2c and
Class A-2d certificates, their accrued certificate interest for the related     
interest accrual period and any unpaid interest amounts from prior distribution 
dates, payable first from the interest payments on the mortgage loans in the    
applicable loan group related to those classes of certificates, and (ii) second,
to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class  
B-1, Class B-2 and Class B-3 certificates, in that order, their accrued         
certificate interest;                                                           

      (c) (1) on each distribution date prior to the Stepdown Date or on which a
Trigger Event is in effect, an amount equal to the principal distribution amount
(as further described in "Description of the Certificates--Distributions of     
Interest and Principal" in this prospects supplement) (i) first, to the Class A 
certificates, pursuant to the allocation described below, until their respective
class certificate balances have been reduced to zero, and (ii) second, to the   
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,    
Class B-2 and Class B-3 certificates, in that order, until their respective     
class certificate balances have been reduced to zero;                           

     (2) on each distribution date on and after the Stepdown Date and on which
a Trigger Event is not in effect, (i) first, to the Class A certificates,       
pursuant to the allocation described below, the lesser of the principal         
distribution amount and an amount equal to the principal distribution           
entitlement for the Class A certificates (each as further described in          
"Description of the Certificates--Distributions of Interest and Principal" in   
this prospectus supplement), until their respective class certificate balances  
have been reduced to zero, and (ii) second, to the Class M-1, Class M-2, Class  
M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3        
certificates, in that order, in each case, the lesser of the principal          
distribution amount and an amount equal to the principal distribution           
entitlement for that class of certificates (as further described in "Description
of the Certificates--Distributions of Interest and Principal" in this prospectus
supplement), until their respective class certificate balances have been reduced
to zero;                                                                        

    (d) any amount remaining after the distributions in clauses (a), (b) and
(c) above, (i) first, to the Class M-1, Class M-2, Class M-3, Class M-4, Class  
M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates, in that order, 
any unpaid interest amounts and principal amounts written down from prior       
distribution dates for those classes, (ii) second, to the excess reserve fund   
account, an amount equal to any Basis Risk Payment (as defined in the "Glossary"
in this prospectus supplement) for that distribution date, (iii) third, from    
funds on deposit in the excess reserve fund account, an amount equal to any     
basis risk carryforward amounts with respect to the offered certificates for    
that distribution date in the same order and priority in which accrued          
certificate interest is allocated among those classes of certificates, with the 
allocation to the Class A certificates being pro rata based on their respective 
class certificate balances and then based on their respective basis risk        
carryforward amounts, and (iv) fourth, to the swap provider or the Class P,     
Class X or Class R certificates, any remaining amounts.                         

   Principal payments on the Class A-1 certificates will generally be made
from principal payments on the group I mortgage loans. Principal payments on the
Class A-2a, Class A-2b, Class A-2c and Class A-2d certificates will generally be
made from principal payments on the group II mortgage loans, and such payments  
will be paid sequentially, to the Class A-2a, Class A-2b, Class A-2c and Class  
A-2d certificates, in that order, until their respective class certificate      
balances have been reduced to zero. However, from and after the distribution    
date on which the aggregate class certificate balances of the Class M-1, Class  
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class 
B-3 certificates and the principal balance of the Class X certificates have been
reduced to zero, any principal distributions allocated to the Class A-2a, Class 
A-2b, Class A-2c and Class A-2d certificates are required to be distributed pro 
rata among those classes, based on their respective class certificate balances, 
until their class certificate balances have been reduced to zero.               

    "Stepdown Date" is defined in the "Glossary" included in this prospectus
supplement and generally means the later to occur of (i) the earlier to occur of
(a) the distribution date in April 2009 and (b) the distribution date following 
the distribution date on which the aggregate class certificate balances of the  

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Class A certificates have been reduced to zero and (ii) the first distribution  
date on which the subordination below the Class A certificates is greater than  
or equal to 39.20% of the aggregate stated principal balance of the mortgage    
loans for that distribution date.                                               

    "Trigger Event" is defined in the "Glossary" included in this prospectus
supplement and generally means either a "cumulative loss trigger event" or a    
"delinquency loss trigger event." A "cumulative loss trigger event" with respect
to any distribution date means the circumstances in which the aggregate amount  
of realized losses incurred since the cut-off date through the last day of the  
related prepayment period divided by the aggregate stated principal balance of  
the mortgage loans as of the cut-off date exceeds the applicable cumulative loss
percentages described in the definition of "Cumulative Loss Trigger Event" in   
the "Glossary" included in this prospectus supplement. A "delinquency loss      
trigger event" with respect to any distribution date means the circumstances in 
which the quotient (expressed as a percentage) of (x) the rolling three-month   
average of the aggregate unpaid principal balance of mortgage loans that are 60 
days or more delinquent (including mortgage loans in foreclosure and mortgage   
loans related to REO property) and (y) the aggregate unpaid principal balance of
the mortgage loans, as of the last day of the related due period, equals or     
exceeds the applicable percentages described in the definition of "Delinquency  
Loss Trigger Event" included in the "Glossary."                                 

   In addition to the distributions set forth above, distributions will be
required to be made to certificateholders from any payments received by the     
trust under the interest rate swap agreement. Such payments will be made in the 
order and priority described under "Description of the Certificates--Swap       
Account" in this prospectus supplement.                                         

Credit Enhancement                                                              

 The credit enhancement provided for the benefit of the holders of the
certificates consists solely of:                                                

o     the use of excess interest, after taking into account certain 
            payments received or paid by the trust pursuant to the interest rate
       swap agreement described below, to cover losses on the mortgage
loans and as a distribution of principal to maintain    
overcollateralization;                                  

    o     the subordination of distributions on the more subordinate classes
        of certificates to the required distributions on the more senior
classes of certificates; and                            

o     the allocation of losses on the mortgage loans to the most    
subordinate classes of certificates.                    

Interest Rate Swap Agreement                                                    

On the closing date, the trust will enter into an interest rate swap
agreement with Morgan Stanley Capital Services Inc., the swap provider, whose   
obligations are 100% guaranteed by Morgan Stanley. Morgan Stanley is rated "Aa3"
by Moody's Investors Service, Inc., "A+" by Standard & Poor's Ratings Services, 
a division of The McGraw-Hill Companies, Inc., and "AA-" by Fitch, Inc.         

Under the interest rate swap agreement, with respect to the first 55
distribution dates, the trust will pay to the swap provider a fixed payment at a
rate of 5.00% per annum, determined on a "30/360" basis (or, in the case of the 
first distribution date, the number of days in the period from the closing date 
to the day immediately preceding the first distribution date, determined on a   
"30/360" basis), and the swap provider will pay to the trust a floating payment 
at a rate of one-month LIBOR (as determined pursuant to the interest rate swap  
agreement), determined on an "actual/360" basis, in each case calculated on the 
product of the scheduled notional amount and the multiplier set forth on the    
schedule attached as Annex II to this prospectus supplement for that            
distribution date. To the extent that the fixed payment exceeds the floating    
payment payable with respect to any of the first 55 distribution dates, amounts 
otherwise available for payments on the certificates will be applied on or prior
to such distribution date to make a net payment to the swap provider, and to the
extent that the floating payment exceeds the fixed payment payable with respect 
to any of the first 55 distribution dates, the swap provider will make a net    
payment to the trust on or prior to such distribution date. Any net amounts     
received by or paid out from the trust under the interest rate swap agreement   
will either increase or reduce the amount available to make payments on the     
certificates, as described under "Description of the Certificates--Swap Account"
in this prospectus supplement. The interest rate swap agreement is scheduled to 
terminate following the distribution date in October 2010.                      

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   For further information regarding the interest rate swap agreement, see
"Description of the Certificates--Interest Rate Swap Agreement" in this         
prospectus supplement.                                                          

The Mortgage Loans                                                              

      The mortgage loans to be included in the trust will be primarily fixed and
adjustable rate subprime mortgage loans secured by first-lien and second-lien   
mortgages or deeds of trust on residential real properties. All of the mortgage 
loans were purchased by the sponsor from NC Capital Corporation, which in turn  
acquired them from its affiliate New Century Mortgage Corporation. NC Capital   
Corporation will make certain representations and warranties relating to the    
mortgage loans.                                                                 

    On the closing date, the sponsor will transfer the mortgage loans to the
depositor and the trust will acquire the mortgage loans from the depositor. The 
aggregate scheduled principal balance of the mortgage loans as of the cut-off   
date will be approximately $1,420,030,872. Approximately 19.81% of the mortgage 
loans are fixed rate and approximately 80.19% of the mortgage loans are         
adjustable rate. Approximately 97.87% of the mortgage loans are first-lien      
mortgage loans, and approximately 2.13% of the mortgage loans are second-lien   
mortgage loans.                                                                 

      The information regarding the mortgage loans set forth below that is based
on the principal balance of the mortgage loans as of the cut-off date assumes   
the timely receipt of principal scheduled to be paid on the mortgage loans on or
prior to the cut-off date and no delinquencies, defaults or prepayments from    
February 1, 2006 through the cut-off date.                                      

      The mortgage loans have original terms to maturity of not greater than 360
months, have a weighted average remaining term to scheduled maturity of 355     
months and have the following approximate characteristics as of the cut-off     
date:                                                                           

Range of interest rates: ..........................   5.400%  to  13.400%       

Weighted average interest rate: ...................   7.844%                    

Range of gross margins of adjustable rate                                       
mortgage loans: .................................   3.690%  to  8.000%      

Weighted average gross margin of adjustable rate                                
mortgage loans: .................................   6.106%                  

Range of minimum interest rates of adjustable rate                              
mortgage loans: .................................   5.400%  to  11.750%     

Weighted average minimum interest rate of                                       
adjustable rate mortgage loans: .................   7.830%                  

Range of maximum interest rates of adjustable rate                              
mortgage loans: .................................   12.400%  to  18.750%    

Weighted average maximum interest rate of                                       
adjustable rate mortgage loans: .................   14.824%                 

Range of principal balances: ......................   $29,955  to  $952,945     

Average principal balance: ........................   $189,590                  

Range of combined original loan-to-value ratios: ..   8.55%    to  100.00%      

Weighted average combined original loan-to-value                                
ratio: ..........................................   80.06%                  

Weighted average next adjustment date of                                        
adjustable rate mortgage loans: .................   December 2007           

   Primarily for the purpose of calculating principal distributions on the
Class A certificates, as further described in this prospectus supplement, the   
mortgage loans will be divided into two subpools, designated as "group I        
mortgage loans" and "group II mortgage loans." The group I mortgage loans will  
consist only of those mortgage loans with principal balances that conform to    
Fannie Mae and Freddie Mac guidelines. The group II mortgage loans will consist 
of all other remaining mortgage loans. Information about the characteristics of 
the mortgage loans in each group is described under "The Mortgage Loan Pool" in 
this prospectus supplement.                                                     

After an initial fixed rate period, the interest rate on all of the 
adjustable rate mortgage loans will adjust semi-annually on each adjustment date
to equal the sum of six-month LIBOR and the gross margin for that mortgage loan 
subject to periodic and lifetime limitations. See "The Mortgage Loan Pool--The  
Index" in this prospectus supplement.                                           

  For the adjustable-rate mortgage loans, the first adjustment date will
occur only after initial periods of approximately two years or three years, as  
more fully described under "The Mortgage Loan Pool" in this prospectus          
supplement. For additional information regarding the mortgage loans, see "The   
Mortgage Loan Pool" in this prospectus supplement.                              

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Servicing of the Mortgage Loans                                                 

    Wells Fargo Bank, National Association will act as servicer with respect
to the mortgage loans, except for the period beginning on the closing date and  
scheduled to end on April 1, 2006, during which period New Century Mortgage     
Corporation will act as servicer for 96.57% of the mortgage loans and for the   
period beginning on the closing date and scheduled to end on April 30, 2006,    
during which period HomEq Servicing Corporation will act as servicer for 2.65%  
of the mortgage loans. The servicer will be obligated to service and administer 
the mortgage loans on behalf of the trust, for the benefit of the holders of the
certificates.                                                                   

Optional Termination of the Trust                                               

      Subject to the satisfaction of the conditions described under "The Pooling
and Servicing Agreement--Termination; Optional Clean-up Call" in this prospectus
supplement, Wells Fargo Bank, National Association may, at its option, purchase 
the mortgage loans and terminate the trust on any distribution date when the    
aggregate stated principal balance, as further described in this prospectus     
supplement, of the mortgage loans as of the last day of the related due period  
is equal to or less than 10% of the aggregate stated principal balance of the   
mortgage loans as of the cut-off date. That purchase of the mortgage loans would
result in the payment on that distribution date of the final distribution on the
certificates and a termination of the trust.                                    

Advances                                                                        

The servicer will be required to make cash advances with respect to 
delinquent payments of principal and interest on the mortgage loans, unless the 
servicer reasonably believes that the cash advances cannot be repaid from future
payments on the applicable mortgage loans. The trustee acting as successor      
servicer will advance its own funds to make advances if the servicer fails to do
so (unless it deems the advances to be nonrecoverable) as required under the    
pooling and servicing agreement. These cash advances are only intended to       
maintain a regular flow of scheduled interest and principal payments on the     
certificates and are not intended to guarantee or insure against losses. The    
servicer (and the trustee as successor servicer and any other successor         
servicer, if applicable) will not be required to make any advance that it       
determines would be nonrecoverable. The servicer will also be required to pay   
compensating interest to cover prepayment interest shortfalls to the extent of  
its servicing fee.                                                              

Denominations                                                                   

    The offered certificates will be issued and available only in book-entry
form, in denominations of $25,000 initial principal balance and integral        
multiples of $1 in excess of $25,000, except that one certificate of each class 
may be issued in an amount less than $25,000.                                   

Servicing and Trustee Fees                                                      

    The servicer is entitled with respect to each mortgage loan to a monthly
servicing fee, which will be retained by the servicer from such mortgage loan or
payable monthly from amounts on deposit in the collection account. The servicing
fee for the servicer will be an amount equal to interest at one twelfth of a    
rate equal to 0.50% on the stated principal balance of each mortgage loan.      

   The trustee is entitled with respect to each mortgage loan to a monthly
trustee fee, which will be remitted to the trustee monthly by the servicer from 
amounts on deposit in the collection account. The trustee fee will be an amount 
equal to one twelfth of a rate not greater than 0.02% on the stated principal   
balance of each mortgage loan.                                                  

Required Repurchases or Substitutions of Mortgage Loans                         

    NC Capital Corporation has made or will make certain representations and
warranties relating to the mortgage loans. If with respect to any mortgage loan 
any of the representations and warranties made by NC Capital Corporation are    
breached in any material respect as of the date made, or there exists any       
uncured material document defect, NC Capital Corporation will be obligated to   
repurchase, or substitute for, the mortgage loan as further described in this   
prospectus supplement under "Description of the Certificates--Representations   
and Warranties Relating to the Mortgage Loans" and "--Delivery of Mortgage Loan 
Documents."                                                                     

ERISA Considerations                                                            

    Subject to the conditions described under "ERISA Considerations" in this
prospectus supplement, the offered certificates may be purchased by an employee 
benefit plan or other retirement arrangement subject to Title I of ERISA or     
Section 4975 of the Internal Revenue Code.                                      

In making a decision regarding investing in any class of offered    
certificates, fiduciaries of such plans or arrangements should consider the     
additional                                                                      

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requirements resulting from the interest rate swap agreement as discussed under 
"ERISA Considerations" in this prospectus supplement.                           

Federal Tax Aspects                                                             

Cadwalader, Wickersham & Taft LLP is acting as tax counsel to Morgan
Stanley Capital I Inc. and is of the opinion that: portions of the trust will be
treated as multiple real estate mortgage investment conduits, or REMICs, for    
federal income tax purposes; and the offered certificates will represent regular
interests in a REMIC, which will be treated as debt instruments of a REMIC, and 
will represent interests in certain basis risk interest carry forward payments, 
pursuant to the payment priorities in the transaction. Each interest in basis   
risk interest carry forward payments will be treated as an interest rate cap    
contract for federal income tax purposes.                                       

Legal Investment                                                                

    The Class A-1 certificates will constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as       
amended, so long as they are rated in one of the two highest rating categories  
by Fitch, Inc., Moody's Investors Service, Inc., Standard & Poor's Ratings      
Services, a division of The McGraw-Hill Companies, Inc. or another nationally   
recognized statistical rating organization. The other classes of offered        
certificates will not constitute "mortgage related securities" for purposes of  
that Act. If your investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory           
authorities, then you may be subject to restrictions on investment in the       
offered certificates. You should consult your own legal advisors for assistance 
in determining the suitability of and consequences to you of the purchase,      
ownership, and sale of the offered certificates. See "Legal Investment" in this 
prospectus supplement and in the prospectus.                                    

Ratings                                                                         

    In order to be issued, the offered certificates must be assigned ratings
not lower than the following by Standard & Poor's Ratings Services, a division  
of The McGraw-Hill Companies, Inc., Fitch, Inc., Moody's Investors Service,     
Inc., and Dominion Bond Rating Service:                                         

Class         S&P       Fitch       DBRS      Moody's                     
-----         ---       -----       ----      -------                     
A-1          AAA        AAA        AAA         Aaa                      
A-2a         AAA        AAA        AAA         Aaa                      
A-2b         AAA        AAA        AAA         Aaa                      
A-2c         AAA        AAA        AAA         Aaa                      
A-2d         AAA        AAA        AAA         Aaa                      
M-1          AA+        AA+      AA(high)      Aa1                      
M-2          AA         AA+         AA         Aa2                      
M-3          AA-        AA       AA(low)       Aa3                      
M-4          A+         A+       A(high)       A1                       
M-5           A          A       A(high)       A2                       
M-6          A-         A-          A          A3                       
B-1         BBB+       BBB+     BBB(high)     Baa1                      
B-2          BBB        BBB        BBB        Baa2                      
B-3         BBB-       BBB-      BBB(low)     Baa3                      

      A security rating is not a recommendation to buy, sell or hold securities.
These ratings may be lowered or withdrawn at any time by any of the rating      
agencies.                                                                       

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RISK FACTORS

    In addition to the risk factors discussed in the prospectus, prospective
certificateholders should consider, among other things, the following additional
factors in connection with the purchase of the certificates. Unless otherwise   
noted, all percentages are based upon the scheduled principal balances of the   
mortgage loans as of the cut-off date, which is March 1, 2006. Unless otherwise 
indicated in this prospectus supplement, the information regarding the mortgage 
loans set forth in this prospectus supplement that is based on the principal    
balance of the mortgage loans as of the cut-off date assumes the timely receipt 
of principal scheduled to be paid on the mortgage loans on or prior to the      
cut-off date and no delinquencies, defaults or prepayments from February 1, 2006
through the cut-off date.                                                       

Less stringent underwriting standards and the resultant potential for           
delinquencies on the mortgage loans could lead to losses on your securities.    

      The mortgage loans were made, in part, to borrowers who, for one reason or
another, are not able, or do not wish, to obtain financing from traditional     
sources. These mortgage loans may be considered to be of a riskier nature than  
mortgage loans made by traditional sources of financing, so that the holders of 
the certificates may be deemed to be at greater risk than if the mortgage loans 
were made to other types of borrowers. The underwriting standards used in the   
origination of the mortgage loans held by the trust are generally less stringent
than those of Fannie Mae or Freddie Mac with respect to a borrower's credit     
history and in certain other respects. Borrowers on the mortgage loans may have 
an impaired or unsubstantiated credit history. As a result of this less         
stringent approach to underwriting, the mortgage loans purchased by the trust   
may experience higher rates of delinquencies, defaults and foreclosures than    
mortgage loans underwritten in a manner which is more similar to the Fannie Mae 
and Freddie Mac guidelines.                                                     

Increased use of new mortgage loan products by borrowers may result in decline  
in real estate values generally.                                                

      In recent years, borrowers have increasingly financed their homes with new
mortgage loan products, which in many cases have allowed them to purchase homes 
that they might otherwise have been unable to afford. Many of these new products
feature low monthly payments during the initial years of the loan that can      
increase (in some cases, significantly) over the loan term. There is little     
historical data with respect to these new mortgage loan products. Consequently, 
as borrowers face potentially higher monthly payments for the remaining terms of
their loans, it is possible that, combined with other economic conditions such  
as increasing interest rates and deterioration of home values, borrower         
delinquencies and defaults could exceed anticipated levels. In that event, the  
securities, and your investment in the securities, may not perform as you       
anticipate.                                                                     

Violation of various federal, state and local laws may result in losses on the  
mortgage loans.                                                                 

     There has been an increased focus by state and federal banking regulatory
agencies, state attorneys general offices, the Federal Trade Commission, the    
U.S. Department of Justice, the U.S. Department of Housing and Urban Development
and state and local governmental authorities on certain lending practices by    
some companies in the subprime industry, sometimes referred to as "predatory    
lending" practices. Sanctions have been imposed by state, local and federal     
governmental agencies for practices including, but not limited to, charging     
borrowers excessive fees, imposing higher interest rates than the borrower's    
credit risk warrants and failing to adequately disclose the material terms of   
loans to the borrowers.                                                         

 Applicable state and local laws generally regulate interest rates and
other charges, require certain disclosure, and require licensing of the         
originators. In addition, other state and local 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 under
     that Act, which require certain disclosures to the mortgagors
regarding the terms of the mortgage loans;              

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     o     the Equal Credit Opportunity Act and Regulation B promulgated under
          that Act, 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 mortgagor's credit experience.

   Violations of certain provisions of these federal, state and local laws
may limit the ability of the 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 and administrative enforcement (including disgorgement of prior      
interest and fees paid). In particular, an originator's failure to comply with  
certain requirements of these federal and state laws could subject the trust    
(and other assignees of the mortgage loans) to monetary penalties, and result in
the obligors' rescinding the mortgage loans against either the trust or         
subsequent holders of the mortgage loans.                                       

NC Capital Corporation has represented or will represent that each  
mortgage loan is in compliance with applicable federal, state and local laws and
regulations. In addition, NC Capital Corporation has also represented or will   
represent that none of the mortgage loans are covered by the Home Ownership and 
Equity Protection Act of 1994 or is classified as a "high cost home,"           
"threshold," "covered," "high risk home" or "predatory" loan under any other    
applicable federal, state or local law. In the event of a breach of any of such 
representations, NC Capital Corporation will be obligated to cure such breach or
repurchase or replace the affected mortgage loan, in the manner and to the      
extent described in this prospectus supplement.                                 

Geographic concentration of the mortgage loans in particular jurisdictions may  
result in greater losses if those jurisdictions experience economic downturns.  

    Different geographic regions of the United States from time to time will
experience weaker regional economic conditions and housing markets, and,        
consequently, may experience higher rates of loss and delinquency on mortgage   
loans generally. Any concentration of the mortgage loans in a region may present
risk considerations in addition to those generally present for similar          
mortgage-backed securities without that concentration. This may subject the     
mortgage loans held by the trust to the risk that a downturn in the economy in  
this region of the country would more greatly affect the pool than if the pool  
were more diversified.                                                          

  In particular, the following approximate percentages of mortgage loans
were secured by mortgaged properties located in the following states:           

Group I mortgage loans                                              

California            Florida                                   
----------            -------                                   
43.07%               9.18%                                  

Group II mortgage loans                                             

 California            Florida           New York            Texas
 ----------            -------           --------            -----
   34.11%              11.67%              5.41%             5.16%

Because of the relative geographic concentration of the mortgaged   
properties within these states, losses on the mortgage loans may be higher than 
would be the case if the mortgaged properties were more geographically          
diversified. For example, some of the mortgaged properties may be more          
susceptible to certain types of special hazards, such as earthquakes,           
hurricanes, wildfires, floods, and other natural disasters and major civil      
disturbances, than residential properties located in other parts of the country.

In addition, the economies of the states with high concentrations of
mortgaged properties may be adversely affected to a greater degree than the     
economies of other areas of the country by certain regional developments. If the
residential real estate markets in an area of concentration experience an       
overall decline in property values after the dates of origination of the        
respective mortgage loans, then the rates of delinquencies, foreclosures and    
losses on the mortgage loans may increase and the increase may be substantial.  

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Effect on yields caused by prepayments, defaults and losses.                    

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

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

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

    o     The rate of prepayments on the mortgage loans will be sensitive to
            prevailing interest rates. Generally, for fixed rate mortgage loans,
    if prevailing interest rates decline significantly below the
       interest rates on the fixed rate mortgage loans, the fixed rate
         mortgage loans are more likely to prepay than if prevailing rates
         remain above the interest rates on the fixed rate mortgage loans.
    Conversely, if prevailing interest rates rise significantly,
  prepayments on the fixed rate mortgage loans may decrease.

      o     The prepayment behavior of the adjustable rate mortgage loans and of
          the fixed rate mortgage loans may respond to different factors, or
       may respond differently to the same factors. If, at the time of
           their first adjustment, the interest rates on any of the adjustable
           rate mortgage loans would be subject to adjustment to a rate higher
     than the then prevailing mortgage interest rates available to
          borrowers, the borrowers may prepay their adjustable rate mortgage
    loans. The adjustable rate mortgage loans may also suffer an
          increase in defaults and liquidations following upward adjustments
   of their interest rates, especially following their initial
adjustments.                                            

      o     Approximately 80.13% of the group I mortgage loans and approximately
            74.56% of the group II mortgage loans require the mortgagor to pay a
           prepayment charge in certain instances if the mortgagor prepays the
            mortgage loan during a stated period, which may be from one to three
         years after the mortgage loan was originated. A prepayment charge
        may or may not discourage a mortgagor from prepaying the related
mortgage loan during the applicable period.             

   o     NC Capital Corporation may be required to purchase mortgage loans
           from the trust in the event certain breaches of its representations
        and warranties occur or certain material document defects occur,
         which in each case have not been cured. These purchases will have
       the same effect on the holders of the offered certificates as a
prepayment of those mortgage loans.                     

o     Wells Fargo Bank, National Association may purchase all of the
         mortgage loans when the aggregate stated principal balance of the
            mortgage loans as of the last day of the related due period is equal
            to or less than 10% of the aggregate stated principal balance of the
mortgage loans as of the cut-off date.                  

If the rate of default or the amount of losses on the mortgage loans is higher  
than you expect, then your yield may be lower than you expect.                  

  o     As a result of the absorption of realized losses on the mortgage
            loans by excess interest, after taking into account certain payments
        received or paid by the trust pursuant to the interest rate swap
            agreement, and overcollateralization as described in this prospectus
            supplement, liquidations of defaulted mortgage loans, whether or not
         realized losses are incurred upon the liquidations, are likely to
            result in an earlier return of principal to the offered certificates
            and are likely to influence the yield on the offered certificates in
            a manner similar to the manner in which principal prepayments on the
mortgage loans would influence the yield on the offered 
certificates.                                           

   o     The overcollateralization provisions are intended to result in an
     accelerated rate of principal distributions to holders of the
            offered certificates then entitled to principal distributions at any
         time that the overcollateralization provided by the mortgage loan
           pool falls below the required level. An earlier return of principal
     to the holders of the offered certificates as a result of the
overcollateralization provisions will                   

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           influence the yield on the offered certificates in a manner similar
          to the manner in which principal prepayments on the mortgage loans
will influence the yield on the offered certificates.   

     o     The multiple class structure of the offered certificates causes the
  yield of certain classes of the offered certificates to be
        particularly sensitive to changes in the rates of prepayments of
          mortgage loans. Because distributions of principal will be made to
       the classes of offered certificates according to the priorities
         described in this prospectus supplement, the yield to maturity on
            those classes of offered certificates will be sensitive to the rates
       of prepayment on the mortgage loans experienced both before and
           after the commencement of principal distributions on those classes.
         In particular, the Class M and Class B certificates generally are
          not entitled to receive (unless the aggregate principal balance of
         the Class A certificates has been reduced to zero) any portion of
            the amount of principal payable to the offered certificates prior to
            the distribution date in April 2009. Thereafter, subject to the loss
          and delinquency performance of the mortgage loan pool, the Class M
   and Class B certificates may continue (unless the aggregate
         principal balance of the Class A certificates has been reduced to
           zero) to receive no portion of the amount of principal then payable
      to the offered certificates. After taking into account certain
           payments by the trust pursuant to the interest rate swap agreement,
          the weighted average lives of the Class M and Class B certificates
      will therefore be longer than would otherwise be the case. The
          effect on the market value of the Class M and Class B certificates
        of changes in market interest rates or market yields for similar
    securities may be greater than for the Class A certificates.

The value of your certificates may be reduced if the rate of default or the     
amount of losses is higher than expected.                                       

      o     If the performance of the mortgage loans is substantially worse than
       assumed by the rating agencies, the ratings of any class of the
        certificates may be lowered or withdrawn in the future. This may
          reduce the value of those certificates. No one will be required to
        supplement any credit enhancement or to take any other action to
maintain any rating of the certificates.                

Newly originated mortgage loans may be more likely to default, which may cause  
losses on the offered certificates.                                             

     o     Defaults on mortgage loans tend to occur at higher rates during the
            early years of the mortgage loans. Substantially all of the mortgage
           loans have been originated within the 12 months prior to their sale
           to the trust. As a result, the trust may experience higher rates of
            default than if the mortgage loans had been outstanding for a longer
period of time.                                         

The credit enhancement features may be inadequate to provide protection for the 
offered certificates.                                                           

o     The credit enhancement features described in this prospectus  
         supplement are intended to enhance the likelihood that holders of
         the Class A certificates, and to a limited extent, the holders of
            the Class M certificates and, to a lesser degree, the holders of the
           Class B certificates, will receive regular payments of interest and
           principal. However, we cannot assure you that the applicable credit
          enhancement will adequately cover any shortfalls in cash available
            to pay your certificates as a result of delinquencies or defaults on
     the mortgage loans. If delinquencies or defaults occur on the
      mortgage loans, neither the servicer nor any other entity will
       advance scheduled monthly payments of interest and principal on
      delinquent or defaulted mortgage loans if the advances are not
likely to be recovered.                                 

    o     If substantial losses occur as a result of defaults and delinquent
payments on the mortgage loans, you may suffer losses.  

Interest generated by the mortgage loans may be insufficient to maintain the    
required level of overcollateralization.                                        

   The weighted average of the net interest rates on the mortgage loans is
expected to be higher than the weighted average of the pass-through rates on the
offered certificates. Interest on the mortgage loans, after taking into account 
certain payments received or paid by the trust pursuant to the interest rate    
swap agreement, is expected to generate more interest than is needed to pay     
interest owed on the offered certificates and to pay certain fees and expenses  
of the trust. Any remaining interest generated by the mortgage loans will then  
be used to absorb losses that occur on the mortgage loans. After these financial
obligations of the trust are covered, the available excess interest             

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generated by the mortgage loans will be used to maintain overcollateralization  
at the required level determined as provided in the pooling and servicing       
agreement. We cannot assure you, however, that enough excess interest will be   
generated to absorb losses or to maintain the required level of                 
overcollateralization. The factors described below, as well as the factors      
described in the next Risk Factor, will affect the amount of excess interest    
that the mortgage loans will generate:                                          

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

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

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

    o     All of the adjustable rate mortgage loans have interest rates that
         adjust based on an index that is different from the index used to
         determine the pass-through rates on the offered certificates, and
     the fixed rate mortgage loans have interest rates that do not
           adjust. In addition, the first adjustment of the interest rates for
           approximately 92.19% of the adjustable rate mortgage loans will not
         occur until two years after the date of origination and the first
       adjustment of the interest rates for approximately 7.81% of the
       adjustable rate mortgage loans will not occur until three years
          after the date of origination. As a result, the pass-through rates
         on the offered certificates may increase relative to the weighted
   average of the interest rates on the mortgage loans, or the
            pass-through rate on the offered certificates may remain constant as
        the weighted average of the interest rates on the mortgage loans
     declines. In either case, this would require that more of the
    interest generated by the mortgage loans be applied to cover
           interest on the offered certificates. The pass-through rates on the
    Class A-1, Class A-2a, Class A-2b, Class A-2c and Class A-2d
     certificates cannot exceed the lesser of the weighted average
            interest rate of the mortgage loans, reduced for net payments to the
      swap provider, in the applicable mortgage loan group or in the
         mortgage loan pool, in either case less certain fees and expenses
           payable by the trust, and the pass-through rates on the Class M and
        Class B certificates cannot exceed the weighted average interest
        rate of the mortgage loans, reduced for net payments to the swap
          provider, in the mortgage loan pool less certain fees and expenses
payable by the trust.                                   

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

     o     Investors in the offered certificates, and particularly the Class B
certificates, should consider the risk that the         
   overcollateralization may not be sufficient to protect your
certificates from losses.                               

Effect of interest rates on the mortgage loans and other factors on the         
pass-through rates of the offered certificates.                                 

   The offered certificates accrue interest at pass-through rates based on
the one-month LIBOR index plus specified margins, but are subject to certain    
limitations. Those limitations on the pass-through rates for the offered        
certificates are, in part, based on the weighted average of the interest rates  
on the mortgage loans reduced for net payments to the swap provider and net of  
certain fees and expenses of the trust.                                         

     A variety of factors, in addition to those described in the previous Risk
Factor, could limit the pass-through rates and adversely affect the yield to    
maturity on the offered certificates. Some of these factors are described below:

      o     The interest rates on the fixed rate mortgage loans will not adjust,
        and the interest rates on the adjustable rate mortgage loans are
    based on a six-month LIBOR index. All of the adjustable rate
        mortgage loans have periodic, minimum and maximum limitations on
     adjustments to their interest rates, and, as discussed in the

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         previous Risk Factor, the adjustable rate mortgage loans will not
            have the first adjustment to their interest rates until two years or
       three years after the origination of those mortgage loans. As a
     result of the limit on the pass-through rates for the offered
           certificates, those certificates may accrue less interest than they
         would accrue if their pass-through rates were based solely on the
one-month LIBOR index plus the specified margins.       

o     The six-month LIBOR index may change at different times and in
           different amounts than one-month LIBOR. As a result, it is possible
            that interest rates on certain of the adjustable rate mortgage loans
            may decline while the pass-through rates on the offered certificates
            are stable or rising. It is also possible that the interest rates on
          certain of the adjustable rate mortgage loans and the pass-through
         rates for the offered certificates may decline or increase during
 the same period, but that the pass-through rates on these
      certificates may decline more slowly or increase more rapidly.

    o     The pass-through rates for the offered certificates adjust monthly
        and are subject to maximum interest rate caps while the interest
          rates on the adjustable rate mortgage loans adjust less frequently
      and the interest rates on the fixed rate mortgage loans do not
         adjust. Consequently, the limit on the pass-through rates for the
          offered certificates may limit increases in the pass-through rates
        for those classes for extended periods in a rising interest rate
environment.                                            

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

   o     If the pass-through rates on the offered certificates are limited
            for any distribution date due to a cap based on the weighted average
        net interest rates of the mortgage loans and, in the case of the
       Class A certificates also, on the weighted average net interest
         rates of the related loan group (in each case, reduced by certain
     fees and expenses and net payments to the swap provider), the
        resulting interest shortfalls may be recovered by the holders of
     these certificates on the same distribution date or on future
        distribution dates on a subordinated basis to the extent that on
     that distribution date or future distribution dates there are
          available funds remaining after certain other distributions on the
            offered certificates and the payment of certain fees and expenses of
          the trust. In addition, these shortfalls may be recovered from net
           payments, if any, from the swap provider. However, we cannot assure
       you that these funds, if available, will be sufficient to fully
cover these shortfalls.                                 

Effect on yields due to rapid prepayments; no assurance of amounts received     
under the interest rate swap agreement.                                         

Any net payment payable to the swap provider under the terms of the 
interest rate swap agreement will reduce amounts available for distribution to  
certificateholders, and may reduce the pass-through rates on the offered        
certificates. If the rate of prepayments on the mortgage loans is faster than   
anticipated, the amount on which payments due under the interest rate swap      
agreement are calculated (namely, the product of the scheduled notional amount  
and the multiplier) may exceed the aggregate scheduled principal balance of the 
mortgage loans in the pool, thereby increasing the relative proportion of       
interest collections on the mortgage loans that must be applied to make net     
payments to the swap provider. The combination of a rapid rate of prepayment and
low prevailing interest rates could adversely affect the yields on the offered  
certificates.                                                                   

     In addition, certain swap termination payments arising under the interest
rate swap agreement are payable to the swap provider on a senior basis and such 
payments may reduce amounts available for distribution to certificateholders.   

Any amounts received under the interest rate swap agreement will be 
applied as described in this prospectus supplement to pay interest shortfalls,  
maintain overcollateralization and cover losses. However, no amounts will be    
payable to the trust by the swap provider unless the floating payment owed by   
the swap provider for a distribution date exceeds the fixed payment owed to the 
swap provider for that distribution date. This will not occur except in a period
where one-month LIBOR (as determined pursuant to the interest rate swap         
agreement) exceeds 5.00% per annum. We cannot assure you that any amounts will  
be received under the interest rate swap agreement, or that any                 

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such amounts that are received will be sufficient to cover interest shortfalls  
or losses on the mortgage loans, or to maintain required overcollateralization. 

See "Description of the Certificates--Distributions of Interest and 
Principal," "--Swap Account" and "--Interest Rate Swap Agreement" in this       
prospectus supplement.                                                          

Prepayments on the mortgage loans could lead to shortfalls in the distribution  
of interest on your certificates.                                               

When a voluntary principal prepayment is made by the mortgagor on a 
mortgage loan (excluding any payments made upon liquidation of any mortgage     
loan), the mortgagor is charged interest only up to the date of the prepayment, 
instead of for a full month. However, principal prepayments will only be passed 
through to the holders of the certificates once a month on the distribution date
that follows the prepayment period in which the prepayment was received by the  
servicer. In the event the timing of any voluntary prepayments in full would    
cause there to be less than one full month's interest, at the applicable        
interest rates, available to be distributed to certificateholders with respect  
to the prepaid mortgage loans, the servicer is obligated to pay an amount,      
without any right of reimbursement, for the amount of shortfalls in interest    
collections payable on the certificates that are attributable to the difference 
between the interest paid by a mortgagor in connection with those principal     
prepayments in full and thirty days' interest on the prepaid mortgage loans, but
only to the extent those shortfalls do not exceed the servicing fee for that    
distribution date payable to that servicer.                                     

    If the servicer fails to make such payments or the shortfall exceeds the
servicing fee payable to the servicer for the month, there will be fewer funds  
available for the distribution of interest on the certificates. In addition, no 
such payments from the servicer will be available to cover prepayment interest  
shortfalls resulting from partial prepayments or involuntary prepayments such as
liquidation of a defaulted mortgage loan. Such shortfalls of interest, if they  
result in the inability of the trust to pay the full amount of the current      
interest on the certificates, will result in a reduction of the yield on your   
certificates.                                                                   

Additional risks associated with the Class M and Class B Certificates.          

   The weighted average lives of, and the yields to maturity on, the Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2
and Class B-3 certificates will be progressively more sensitive, in that order, 
to the rate and timing of mortgagor defaults and the severity of ensuing losses 
on the mortgage loans. If the actual rate and severity of losses on the mortgage
loans is higher than those assumed by an investor in such certificates, the     
actual yield to maturity of such certificates may be lower than the yield       
anticipated by such holder based on such assumption. The timing of losses on the
mortgage loans will also affect an investor's actual yield to maturity, even if 
the rate of defaults and severity of losses over the life of the mortgage loans 
are consistent with an investor's expectations. In general, the earlier a loss  
occurs, the greater the effect on an investor's yield to maturity. Realized     
losses on the mortgage loans, to the extent they exceed the amount of excess    
interest, after taking into account certain payments received or paid by the    
trust pursuant to the interest rate swap agreement, and the amount of           
overcollateralization following distributions on the related distribution date, 
will reduce the aggregate principal balance of the Class B-3, Class B-2, Class  
B-1, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1        
certificates, in that order. As a result of this reduction, less interest will  
accrue on such class of certificates than would otherwise be the case. Once a   
realized loss is allocated to a certificate, no principal or interest will be   
distributable with respect to such written down amount, except to the extent of 
any subsequent recoveries received on liquidated mortgage loans after they are  
liquidated. However, the amount of any realized losses allocated to the Class M 
or Class B certificates may be paid to the holders of those certificates        
according to the priorities set forth under "Description of the                 
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

    Unless the aggregate principal balances of the Class A certificates have
been reduced to zero, the Class M and Class B certificates will not be entitled 
to any principal distributions until at least April 2009 or a later date as     
provided in this prospectus supplement, or during any period in which           
delinquencies or cumulative losses on the mortgage loans exceed certain levels. 
As a result, the weighted average lives of the Class M and Class B certificates 
will be longer than would otherwise be the case if distributions of principal   
were allocated among all of the certificates at the same time. As a result of   
the longer weighted average lives of the Class M and Class B certificates, the  
holders of such certificates have a greater risk of suffering a loss on their   
investments. Further,                                                           

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because such certificates might not receive any principal if certain delinquency
levels occur, it is possible for such certificates to receive no principal      
distributions even if no losses have occurred on the mortgage loan pool.        

In addition, the multiple class structure of the Class M and Class B
certificates causes the yield of such classes to be particularly sensitive to   
changes in the rates of prepayment of the mortgage loans. Because distributions 
of principal will be made to the holders of such certificates according to the  
priorities described in this prospectus supplement, the yield to maturity on    
such classes of certificates will be sensitive to the rates of prepayment on the
mortgage loans experienced both before and after the commencement of principal  
distributions on such classes. The yield to maturity on such classes of         
certificates will also be extremely sensitive to losses due to defaults on the  
mortgage loans (and the timing of those losses), to the extent such losses are  
not covered by excess interest, after taking into account certain payments      
received or paid by the trust pursuant to the interest rate swap agreement, the 
Class X certificates or a class of Class M and Class B certificates with a lower
payment priority. Furthermore, as described in this prospectus supplement, the  
timing of receipt of principal and interest by the Class M and Class B          
certificates may be adversely affected by losses even if such classes of        
certificates do not ultimately bear such loss.                                  

Delay in receipt of liquidation proceeds; liquidation proceeds may be less than 
the mortgage loan balance.                                                      

      Substantial delays could be encountered in connection with the liquidation
of delinquent mortgage loans. Further, reimbursement of advances made on a      
mortgage loan, liquidation expenses such as legal fees, real estate taxes,      
hazard insurance and maintenance and preservation expenses may reduce the       
portion of liquidation proceeds payable on the certificates. If a mortgaged     
property fails to provide adequate security for the mortgage loan, you will     
incur a loss on your investment if the credit enhancements described in this    
prospectus supplement are insufficient to cover the loss.                       

A portion of the mortgage loans are secured by subordinate mortgages; in the    
event of a default, these mortgage loans are more likely to experience losses.  

      None of the group I mortgage loans and approximately 3.42% of the group II
mortgage loans are secured by second-lien mortgages, which are subordinate to   
the rights of the holder of the related senior mortgages. As a result, the      
proceeds from any liquidation, insurance or condemnation proceedings will be    
available to satisfy the principal balance of the mortgage loan only to the     
extent that the claims, if any, of each related senior mortgagee are satisfied  
in full, including any related foreclosure costs. In addition, a holder of a    
subordinate or junior mortgage may not foreclose on the mortgaged property      
securing such mortgage unless it either pays the entire amount of the senior    
mortgages to the senior mortgagees at or prior to the foreclosure sale or       
undertakes the obligation to make payments on each senior mortgage in the event 
of a default under any senior mortgage. The trust will have no source of funds  
to satisfy any senior mortgage or make payments due to any senior mortgagee.    

     An overall decline in the residential real estate markets could adversely
affect the values of the mortgaged properties and cause the outstanding         
principal balances of the second-lien mortgage loans, together with the senior  
mortgage loans secured by the same mortgaged properties, to equal or exceed the 
value of the mortgaged properties. This type of a decline would adversely affect
the position of a second mortgagee before having the same effect on the related 
first mortgagee. A rise in interest rates over a period of time and the general 
condition of a mortgaged property as well as other factors may have the effect  
of reducing the value of the mortgaged property from the appraised value at the 
time the mortgage loan was originated. If there is a reduction in value of the  
mortgaged property, the ratio of the amount of the mortgage loan to the value of
the mortgaged property may increase over what it was at the time the mortgage   
loan was originated. This type of increase may reduce the likelihood of         
liquidation or other proceeds being sufficient to satisfy the second-lien       
mortgage loan after satisfaction of any senior liens.                           

High loan-to-value ratios increase risk of loss.                                

      Mortgage loans with higher loan-to-value ratios may present a greater risk
of loss than mortgage loans with loan-to-value ratios of 80% or below.          
Approximately 42.87% and approximately 34.94% of the group I mortgage loans and 
group II mortgage loans, respectively, had loan-to-value ratios at origination, 
or with respect to second-lien mortgage loans, combined loan-to-value ratios at 
origination, in excess of 80% but not more than 100% at origination.            
Additionally, the determination of the value of a mortgaged property used in the
calculation of the                                                              

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loan-to-value ratios or combined loan-to-value ratios of the mortgage loans may 
differ from the appraised value of such mortgaged properties or the actual value
of such mortgaged properties.                                                   

Some of the mortgage loans have an initial interest-only period, which may      
result in increased delinquencies and losses.                                   

Approximately 11.63% of the group I mortgage loans and approximately
11.58% of the group II mortgage loans have an initial interest-only period of up
to five years after the date of origination. During this period, the payment    
made by the related mortgagor will be less than it would be if the principal of 
the mortgage loan was required to amortize. In addition, the mortgage loan      
principal balance will not be reduced because there will be no scheduled monthly
payments of principal during this period. As a result, no principal payments    
will be made on the offered certificates with respect to these mortgage loans   
during their interest-only period unless there is a principal prepayment.       

    After the initial interest-only period, the scheduled monthly payment on
these mortgage loans will increase, which may result in increased delinquencies 
by the related mortgagors. In addition, losses may be greater on these mortgage 
loans as a result of there being no principal amortization during the early     
years of these mortgage loans. Although the amount of principal included in each
scheduled monthly payment for a traditional mortgage loan is relatively small   
during the first few years after the origination of a mortgage loan, in the     
aggregate, the amount can be significant. Any resulting delinquencies and       
losses, to the extent not covered by excess interest, after taking into account 
certain payments received or paid by the trust pursuant to the interest rate    
swap agreement, or overcollateralization, will be allocated to the offered      
certificates in reverse order of seniority.                                     

     Mortgage loans with an initial interest-only period are relatively new in
the mortgage marketplace. The performance of these mortgage loans may be        
significantly different from mortgage loans that amortize from origination. In  
particular, the failure by the related mortgagor to build equity in the property
may affect the delinquency, loss and prepayment experience with respect to these
mortgage loans.                                                                 

The transfer of servicing may result in higher delinquencies and defaults which 
may adversely affect the yield on your certificates.                            

      As of the closing date, New Century Mortgage Corporation will be servicing
approximately 96.57% of the mortgage loans on an interim basis and HomEq        
Servicing Corporation will be servicing approximately 2.65% of the mortgage     
loans on an interim basis. Wells Fargo Bank, National Association is scheduled  
to become the servicer of those mortgage loans on April 1, 2006 and April 30,   
2006, respectively. Although the transfer of servicing with respect to those    
mortgage loans to Wells Fargo Bank, National Association is scheduled to occur  
on March 31, 2006 and April 30, 2006, respectively, all transfers of servicing  
involve the risk of disruption in collections due to data input errors,         
misapplied or misdirected payments, system incompatibilities, the requirement to
notify the mortgagors about the servicing transfer, delays caused by the        
transfer of the related servicing mortgage files and records to the new servicer
and other reasons. As a result of this servicing transfer or any delays         
associated with the transfer, the rate of delinquencies and defaults on the     
related mortgage loans could increase at least for a period of time. We cannot  
assure you that there will be no disruptions associated with the transfer of    
servicing or, if there are disruptions, that they will not adversely affect the 
yield on your certificates.                                                     

Payments in full of a balloon loan depend on the borrower's ability to refinance
the balloon loan or sell the mortgaged property.                                

Approximately 24.78% of the group I mortgage loans and approximately
20.26% of the group II mortgage loans will not be fully amortizing over their   
terms to maturity and, thus, will require substantial principal payments, i.e., 
balloon payments, at their stated maturity. Mortgage loans with balloon payments
involve a greater degree of risk because the ability of a borrower to make a    
balloon payment typically will depend upon the borrower's ability either to     
timely refinance the loan or to timely sell the related mortgaged property. The 
ability of a borrower to accomplish either of these goals will be affected by a 
number of factors, including:                                                   

o     the level of available interest rates at the time of sale or  
refinancing;                                            

o     the borrower's equity in the related mortgaged property;      

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o     the financial condition of the mortgagor;                     

o     tax laws;                                                     

o     prevailing general economic conditions; and                   

o     the availability of credit for single family real properties  
generally.                                              

NC Capital Corporation may not be able to repurchase defective mortgage loans.  

    NC Capital Corporation has made or will make various representations and
warranties related to the mortgage loans. Those representations are summarized  
in "Description of the Certificates--Representations and Warranties Relating to 
the Mortgage Loans" in this prospectus supplement.                              

If NC Capital Corporation fails to cure a material breach of its    
representations and warranties with respect to any mortgage loan sold by it in a
timely manner, then NC Capital Corporation would be required to repurchase or   
substitute for the defective mortgage loan. It is possible that NC Capital      
Corporation may not be capable of repurchasing or substituting for any defective
mortgage loans, for financial or other reasons. The inability of NC Capital     
Corporation to repurchase or substitute for defective mortgage loans would      
likely cause the mortgage loans to experience higher rates of delinquencies,    
defaults and losses. As a result, shortfalls in the distributions due on the    
certificates could occur.                                                       

The interest rate swap agreement is subject to counterparty risk.               

     The assets of the trust include an interest rate swap agreement that will
require the swap provider to make certain payments for the benefit of the       
holders of the offered certificates. To the extent that payments on the offered 
certificates depend in part on payments to be received by the trustee under the 
interest rate swap agreement, the ability of the trustee to make such payments  
on such classes of certificates will be subject to the credit risk of the swap  
provider.                                                                       

The credit rating of the swap provider could affect the rating of the offered   
certificates.                                                                   

      Morgan Stanley, the guarantor of the swap provider under the interest rate
swap agreement, is rated "AA-" by Fitch, Inc., "A+" by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., and "Aa3" by Moody's   
Investors Service, Inc. The ratings on the offered certificates are dependent in
part upon these credit ratings. If a credit rating of the guarantor of the swap 
provider is qualified, reduced or withdrawn and a substitute swap provider is   
not obtained in accordance with the terms of the interest rate swap agreement,  
the ratings of the offered certificates may be qualified, reduced or withdrawn. 
As a result, the value and marketability of the offered certificates may be     
adversely affected. See "Description of the Certificates--Interest Rate Swap    
Agreement" in this prospectus supplement.                                       

Bankruptcy of the depositor or the sponsor may delay or reduce collections on   
loans.                                                                          

 The depositor and the sponsor for the certificates may be eligible to
become a debtor under the United States Bankruptcy Code. If the depositor or the
sponsor for the certificates were to become a debtor under the United States    
Bankruptcy Code, the bankruptcy court could be asked to determine whether the   
mortgage loans that support the certificates constitute property of the debtor, 
or whether they constitute property of the related issuing entity. If the       
bankruptcy court were to determine that the mortgage loans constitute property  
of the estate of the debtor, there could be delays in payments to               
certificateholders of collections on the mortgage loans and/or reductions in the
amount of the payments paid to certificateholders. The mortgage loans would not 
constitute property of the estate of the depositor or of the sponsor if the     
transfer of the mortgage loans from the sponsor to the depositor and from the   
depositor to the trust are treated as true sales, rather than pledges, of the   
mortgage loans.                                                                 

The transactions contemplated by this prospectus supplement and the 
prospectus will be structured so that, if there were to be a bankruptcy         
proceeding with respect to the sponsor or the depositor, the transfers should be
treated as true sales, and not as pledges. The mortgage loans should accordingly
be treated as property of the trust and not                                     

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as part of the bankruptcy estate of the depositor or sponsor. In addition, the  
depositor is operated in a manner that should make it unlikely that it would    
become the subject of a bankruptcy filing.                                      

However, we cannot assure you that a bankruptcy court would not     
recharacterize the transfers as borrowings of the depositor or sponsor secured  
by pledges of the mortgage loans. Any request by the debtor (or any of its      
creditors) for such a recharacterization of these transfers, if successful,     
could result in delays in payments of collections on the mortgage loans and/or  
reductions in the amount of the payments paid to certificateholders, which could
result in losses on the certificates. Even if a request to recharacterize the   
transfers were to be denied, delays in payments on the mortgage loans and       
resulting delays or losses on the certificates could result.                    

External events may increase the risk of loss on the mortgage loans.            

      In response to previously executed and threatened terrorist attacks in the
United States and foreign countries, the United States has initiated military   
operations and has placed a substantial number of armed forces reservists and   
members of the National Guard on active duty status. It is possible that the    
number of reservists and members of the National Guard placed on active duty    
status in the near future may increase. To the extent that a member of the      
military, or a member of the armed forces reserves or National Guard who is     
called to active duty is a mortgagor of a mortgage loan in the trust, the       
interest rate limitation of the Servicemembers Civil Relief Act, and any        
comparable state law, will apply. Substantially all of the mortgage loans have  
mortgage interest rates which exceed such limitation, if applicable. This may   
result in interest shortfalls on the mortgage loans, which may result in        
shortfalls of interest on your certificates. None of the responsible party, the 
depositor, the underwriter, the trustee, the sponsor, the servicer or any other 
party has taken any action to determine whether any of the mortgage loans would 
be affected by such interest rate limitation. See "Description of the           
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement and "Legal Aspects of the Loans--Servicemembers' Civil Relief Act" in
the prospectus.                                                                 

Drug, RICO and money laundering violations could lead to property forfeitures.  

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 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, did not know or was reasonably without cause  
to believe that the property was subject to forfeiture. However, there is no    
assurance that such a defense would be successful.                              

The certificates are obligations of the trust only.                             

   The certificates will not represent an interest in or obligation of the
depositor, the servicer, the sponsor, the underwriter, NC Capital Corporation,  
the trustee or any of their respective affiliates. Neither the certificates nor 
the underlying mortgage loans will be guaranteed or insured by any governmental 
agency or instrumentality or by the depositor, the servicer, the sponsor, the   
underwriter, the trustee or any of their respective affiliates. Proceeds of the 
assets included in the trust (including the interest rate swap agreement for the
benefit of the offered certificates) will be the sole source of payments on the 
certificates, and there will be no recourse to the depositor, the servicer, the 
sponsor, the underwriter, NC Capital Corporation, the trustee or any other      
entity in the event that such proceeds are insufficient or otherwise unavailable
to make all payments provided for under the certificates.                       

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Your investment may not be liquid.                                              

The underwriter intends to make a secondary market in the offered   
certificates, but it will have no obligation to do so. There is no assurance    
that such a secondary market will develop or, if it develops, that it will      
continue. Consequently, you may not be able to sell your certificates readily or
at prices that will enable you to realize your desired yield. The market values 
of the certificates are likely to fluctuate; these fluctuations may be          
significant and could result in significant losses to you.                      

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

     The Class A-2a, Class A-2b, Class A-2c, Class A-2d, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3  
certificates will not constitute "mortgage related securities" for purposes of  
the Secondary Mortgage Market Enhancement Act of 1984, as amended. Accordingly, 
many institutions that lack the legal authority to invest in securities that do 
not constitute "mortgage related securities" will not be able to invest in the  
offered certificates, thereby limiting the market for those certificates. If    
your investment activities are subject to legal investment laws and regulations,
regulatory capital requirements, or review by regulatory authorities, then you  
may be subject to restrictions on investment in the offered certificates. You   
should consult your own legal advisors for assistance in determining the        
suitability of and consequence to you of the purchase, ownership, and sale of   
the offered certificates. See "Legal Investment" in this prospectus supplement  
and in the prospectus.                                                          

The ratings on your certificates could be reduced or withdrawn.                 

     Each rating agency rating the offered certificates may change or withdraw
its initial ratings at any time in the future if, in its judgment, circumstances
warrant a change. No person is obligated to maintain the ratings at their       
initial levels. If a rating agency qualifies, reduces or withdraws its rating on
one or more classes of the offered certificates, the liquidity and market value 
of the affected certificates is likely to be reduced.                           

The servicing fee may be insufficient to engage replacement servicers.          

To the extent that this prospectus supplement indicates that the fee
payable to the servicer is based on a fee rate that is a percentage of the      
outstanding mortgage loan balances, no assurance can be made that such fee rate 
in the future will be sufficient to attract replacement servicer to accept an   
appointment. In addition, to the extent the mortgage pool of any series has     
amortized significantly at the time that a replacement servicer is sought, the  
aggregate fee that would be payable to any such replacement may not be          
sufficient to attract a replacement to accept an appointment.                   

The offered certificates may not be suitable investments.                       

  The offered certificates are not suitable investments for any investor
that requires a regular or predictable schedule of monthly payments or payment  
on any specific date. The offered certificates are complex investments that     
should be considered only by investors who, either alone or with their          
financial, tax and legal advisors, have the expertise to analyze the prepayment,
reinvestment, default and market risk, the tax consequences of an investment and
the interaction of these factors.                                               

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THE MORTGAGE LOAN POOL

The statistical information presented in this prospectus supplement 
concerning the mortgage loans is based on the pool of mortgage loans as of the  
cut-off date, which is March 1, 2006. Unless otherwise indicated in this        
prospectus supplement, the information regarding the mortgage loans set forth in
this prospectus supplement that is based on the principal balance of the        
mortgage loans as of the cut-off date assumes the timely receipt of principal   
scheduled to be paid on the mortgage loans on or prior to the cut-off date and  
no delinquencies, defaults or prepayments from February 1, 2006 through the     
cut-off date. With respect to the mortgage loan pool as of the cut-off date,    
some amortization will occur prior to the closing date. Moreover, certain       
mortgage loans included in the mortgage loan pool as of the cut-off date may    
prepay in full, or may be determined not to meet the eligibility requirements   
for the final mortgage loan pool, and may not be included in the final mortgage 
loan pool, and certain other mortgage loans may be included in the final        
mortgage loan pool. As a result of the foregoing, the statistical distribution  
of characteristics as of the closing date for the final mortgage loan pool may  
vary somewhat from the statistical distribution of such characteristics as of   
the cut-off date as presented in this prospectus supplement, although such      
variance should not be material.                                                

General                                                                         

 The trust will primarily consist of approximately 7,490 conventional,
subprime, adjustable and fixed rate, first-lien and second-lien residential     
mortgage loans with original terms to maturity from the first scheduled payment 
due date of not more than 30 years, having an aggregate cut-off date balance    
(after giving effect to scheduled payments due on such date) of approximately   
$1,420,030,872. The mortgage loans in the trust were acquired by the sponsor,   
Morgan Stanley Mortgage Capital Inc., from NC Capital Corporation.              

  The mortgage loans were originated or acquired generally in accordance
with the underwriting guidelines described in this prospectus supplement. See   
"--Underwriting Guidelines" below. Because, in general, such underwriting       
guidelines do not conform to Fannie Mae or Freddie Mac guidelines, the mortgage 
loans are likely to experience higher rates of delinquency, foreclosure and     
bankruptcy than if they had been underwritten to a higher standard.             

      Approximately 2,000 (or approximately 19.81%) of the mortgage loans in the
trust are fixed rate mortgage loans and approximately 5,490 (or approximately   
80.19%) are adjustable rate mortgage loans, as described in more detail under   
"--Adjustable Rate Mortgage Loans" below. All of the mortgage loans have        
scheduled monthly payment due dates on the first day of the month. Interest on  
all of the mortgage loans accrues on the basis of a 360-day year consisting of  
twelve 30-day months.                                                           

     Approximately 11.63% of the group I and approximately 11.58% of the group
II mortgage loans have an initial interest-only period of up to five years after
the date of origination.                                                        

     All of the mortgage loans are secured by first or second mortgages, deeds
of trust or similar security instruments creating first-liens or second-liens on
residential properties consisting of one- to four-family dwelling units,        
individual condominium units or individual units in planned unit developments.  

     Pursuant to its terms, each mortgage loan, other than a loan secured by a
condominium unit, is required to be covered by a standard hazard insurance      
policy in an amount equal to the lower of the unpaid principal amount of that   
mortgage loan or the replacement value of the improvements on the related       
mortgaged property.                                                             

      Generally, a condominium association is responsible for maintaining hazard
insurance covering the entire building.                                         

   Approximately 37.93% of the mortgage loans have loan-to-value ratios at
origination, or with respect to second-lien mortgage loans, combined            
loan-to-value ratios at origination, in excess of 80%. None of the mortgage     
loans have loan-to-value ratios at origination, or with respect to second-lien  
mortgage loans, combined loan-to-value ratios at origination, in excess of 100%.
The "loan-to-value ratio" of a mortgage loan at any time is the ratio of the    
principal balance of such mortgage loan at the date of determination to (a) in  
the case of a purchase, the lesser of the                                       

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sale price of the mortgaged property and its appraised value at the time of sale
or (b) in the case of a refinancing or modification, the appraised value of the 
mortgaged property at the time of the refinancing or modification. The "combined
loan-to-value ratio" of a mortgage loan at any time is the ratio of the         
principal balance of the second-lien mortgage loan, together with the           
outstanding balance of the related first-lien mortgage loan, at the date of     
determination to (a) in the case of a purchase, the lesser of the sale price of 
the mortgaged property and its appraised value at the time of sale or (b) in the
case of a refinancing or modification, the appraised value of the mortgaged     
property at the time of the refinancing or modification.                        

  8 mortgage loans with an aggregate principal balance as of the cut-off
date of $1,529,164, which represent approximately 0.11% of the mortgage loans in
the final mortgage loan pool, were more than 30 days but less than 60 days      
Delinquent with respect to their scheduled monthly payments.                    

Approximately 78.04% of the mortgage loans are fully amortizing, and
approximately 21.96% of the mortgage loans are balloon mortgage loans that have 
substantial principal payments due on their stated maturity dates. Approximately
11.60% of the mortgage loans are interest-only for a period of time.            

Prepayment Premiums                                                             

 Approximately 76.66% of the mortgage loans provide for payment by the
borrower of a prepayment premium (each, 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, ranging from one to three years from the
date of origination of such mortgage loan, or the penalty period, as described  
in this prospectus supplement. The amount of the applicable Prepayment Premium, 
to the extent permitted under applicable federal or state law, is as provided in
the related mortgage note. Generally, this amount is equal to six months        
interest on any amounts prepaid in excess of 20% of the original principal      
balance of the related mortgage loan during any 12-month period during the      
applicable penalty period. No mortgage loan imposes a Prepayment Premium for a  
term in excess of three years. Prepayment Premiums collected from borrowers will
be paid to the holders of the Class P certificates and will not be available for
payment to the offered certificates.                                            

  The servicer may waive (or permit a subservicer to waive) a Prepayment
Premium in accordance with the pooling and servicing agreement if (i) such      
waiver relates to a default or reasonably foreseeable default and would, in the 
servicer's reasonable judgment, maximize recoveries on the related mortgage     
loan, (ii) the Prepayment Premium may not be collected under applicable federal,
state or local law or regulation, or (iii) the collection of the Prepayment     
Premium would be considered "predatory" pursuant to written guidance published  
or issued by any applicable federal, state or local regulatory authority acting 
in its official capacity and having jurisdiction over such matters.             

Adjustable Rate Mortgage Loans                                                  

All of the adjustable rate mortgage loans provide for semi-annual   
adjustment of the related interest rate based on the Loan Index (as described   
below under "--The Index") as specified in the related mortgage note, and for   
corresponding adjustments to the monthly payment amount, in each case on each   
applicable adjustment date (each such date, an "Adjustment Date").              

      The first adjustment of the interest rates for approximately 92.19% of the
adjustable rate mortgage loans will occur after an initial period of            
approximately two years following origination (the "2/28 Adjustable Rate        
Mortgage Loans") or in the case of approximately 7.81% of the adjustable rate   
mortgage loans, approximately three years following origination (the "3/27      
Adjustable Rate Mortgage Loans").                                               

      On each Adjustment Date for an adjustable rate mortgage loan, the interest
rate will be adjusted to equal the sum, rounded generally to the nearest        
multiple of 1/8% of the Loan Index and a fixed percentage amount (the "Gross    
Margin"), provided, that, in the substantial majority of cases, the interest    
rate on each such adjustable rate mortgage loan will not increase or decrease by
more than a fixed percentage (ranging from 1.000% to 1.500%) specified in the   
related mortgage note (the "Periodic Cap") on any related Adjustment Date,      
except in the case of the first such Adjustment Date, and will not exceed a     
specified maximum interest rate over the life of such mortgage loan (the        
"Maximum Rate") or be less than a specified minimum interest rate over the life 
of such mortgage loan                                                           

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(the "Minimum Rate"). The interest rate generally will not increase or decrease 
on the first Adjustment Date by more than a fixed percentage specified in the   
related mortgage note (the "Initial Cap"); the Initial Caps range from 1.000% to
1.500% for the adjustable rate mortgage loans. Effective with the first monthly 
payment due on each adjustable rate mortgage loan after each related Adjustment 
Date or, with respect to the adjustable rate, interest-only mortgage loans -    
which have initial periods in which payments of only interest are required to be
made - following the interest-only period, the monthly payment amount will be   
adjusted to an amount that will amortize fully the outstanding principal balance
of the related mortgage loan over its remaining term, and pay interest at the   
interest rate as so adjusted. Due to the application of the Initial Caps,       
Periodic Caps, and Maximum Rates, the interest rate on each such adjustable rate
mortgage loan, as adjusted on any related Adjustment Date, may be less than the 
sum of the Loan Index and the related Gross Margin, rounded as described in this
prospectus supplement. See "--The Index" below. The adjustable rate mortgage    
loans generally do not permit the related borrowers to convert their adjustable 
interest rate to a fixed interest rate.                                         

The Index                                                                       

   The index used in determining the interest rates of the adjustable rate
mortgage loans is 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 "Loan Index"), as most recently available either 
as of (1) the first business day occurring in a specified period of time prior  
to such Adjustment Date, (2) 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. In the event that the Loan Index becomes unavailable or  
otherwise unpublished, the servicer will select a comparable alternative index  
over which it has no direct control and which is readily verifiable.            

Underwriting Guidelines                                                         

NC Capital Corporation                                              

      The mortgage loans were originated by New Century Mortgage Corporation, an
affiliate of NC Capital Corporation ("NC Capital"), under the following         
underwriting guidelines.                                                        

   General. The information set forth in the following paragraphs has been
provided by NC Capital Corporation.                                             

  New Century Mortgage Corporation transferred the mortgage loans to its
affiliate, NC Capital Corporation, which, in turn, sold the mortgage loans to   
the sponsor. New Century Mortgage Corporation is a wholly-owned subsidiary of   
New Century Financial Corporation, a publicly traded company. New Century       
Mortgage Corporation is a consumer finance and mortgage banking company that    
originates, purchases, sells and services first-lien and second-lien mortgage   
loans and other consumer loans. New Century Mortgage Corporation emphasizes the 
origination of mortgage loans that are commonly referred to as non-conforming   
"B&C" loans or subprime loans. New Century Mortgage Corporation commenced       
lending operations on June 26, 1996. It is headquartered in Irvine, California. 

    New Century Financial Corporation originates and purchases loans through
its wholesale network of approximately 46,000 independent mortgage brokers and  
through its retail network of 216 sales offices operating in 35 states and 34   
regional processing centers operating in 17 states. For the quarter ending      
September 30, 2005, New Century Financial Corporation originated $40.4 billion  
in mortgage loans. As of September 30, 2005, New Century Financial Corporation  
employed 7,500 associates nationwide.                                           

    Underwriting Standards. The mortgage loans originated or acquired by New
Century Mortgage Corporation, referred to in this section as the originator,    
were done so in accordance with the underwriting guidelines established by it   
(collectively, the "New Century Underwriting Guidelines"). The following is a   
general summary of the New Century Underwriting Guidelines believed to be       
generally applied, with some variation, by the originator. This summary does not
purport to be a complete description of the underwriting standards of the New   
Century Mortgage Corporation.                                                   

    The New Century Underwriting Guidelines are primarily intended to assess
the borrower's ability to repay the mortgage loan, to assess the value of the   
mortgaged property and to evaluate the adequacy of the property as              

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collateral for the mortgage loan. All of the mortgage loans in the mortgage pool
were also underwritten with a view toward the resale of the mortgage loans in   
the secondary mortgage market. While New Century Mortgage Corporation's primary 
consideration in underwriting a mortgage loan is the value of the mortgaged     
property, the New Century Mortgage Corporation also considers, among other      
things, a mortgagor's credit history, repayment ability and debt                
service-to-income ratio, as well as the type and use of the mortgaged property. 
The mortgage loans, in most cases, bear higher rates of interest than mortgage  
loans that are originated in accordance with Fannie Mae and Freddie Mac         
standards, which is likely to result in rates of delinquencies and foreclosures 
that are higher, and that may be substantially higher, than those experienced by
portfolios of mortgage loans underwritten in a more traditional manner. As a    
result of the New Century Mortgage Corporation's underwriting criteria, changes 
in the values of mortgaged properties may have a greater effect on the          
delinquency, foreclosure and loss experience on the mortgage loans than these   
changes would be expected to have on mortgage loans that are originated in a    
more traditional manner. No assurance can be given that the values of the       
related mortgaged properties have remained or will remain at the levels in      
effect on the dates of origination of the related mortgage loans. In addition,  
there can be no assurance that the value of a mortgaged property estimated in   
any appraisal or review is equal to the actual value of that mortgaged property 
at the time of that appraisal or review.                                        

   The mortgage loans will have been originated in accordance with the New
Century Underwriting Guidelines. On a case by case basis, exceptions to the New 
Century Underwriting Guidelines are made where compensating factors exist. It is
expected that a substantial portion of the mortgage loans in the mortgage pool  
will represent these exceptions.                                                

   Each applicant completes an application which includes information with
respect to the applicant's liabilities, income, credit history, employment      
history and personal information. The New Century Underwriting Guidelines       
require a credit report on each applicant from a credit reporting company. The  
report typically contains information relating to matters such as credit history
with local and national merchants and lenders, installment debt payments and any
record of defaults, bankruptcies, repossessions or judgments. Mortgaged         
properties that are to secure mortgage loans are appraised by qualified         
independent appraisers. These appraisers inspect and appraise the subject       
property and verify that the property is in acceptable condition. Following each
appraisal, the appraiser prepares a report which includes a market value        
analysis based on recent sales of comparable homes in the area and, when deemed 
appropriate, replacement cost analysis based on the current cost of constructing
a similar home. 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 on forms acceptable to Fannie Mae and Freddie  
Mac. The New Century Underwriting Guidelines require a review of the appraisal  
by a qualified employee of the New Century Mortgage Corporation or by an        
appraiser retained by the New Century Mortgage Corporation. If the appraised    
value of a mortgaged property as determined by a review is more than 7% but less
than 25% lower than the value as determined by the appraisal, then the New      
Century Mortgage Corporation uses the value as determined by the review in      
computing the loan-to-value ratio of the related mortgage loan. If the appraised
value of a mortgaged property as determined by a review is 25% or more lower    
than the value as determined by the appraisal, then the New Century Mortgage    
Corporation obtains a new appraisal from a different appraiser and repeats the  
review process.                                                                 

    The mortgage loans were originated consistent with and generally conform
to the New Century Underwriting Guidelines' full documentation, limited         
documentation and stated income documentation residential loan programs. Under  
each of the programs, the New Century Mortgage Corporation reviews the          
applicant's source of income, calculates the amount of income from sources      
indicated on the loan application or similar documentation, reviews the credit  
history of the applicant, calculates the debt service-to-income ratio to        
determine the applicant's ability to repay the loan, reviews the type and use of
the property being financed, and reviews the property. In determining the       
ability of the applicant to repay the loan, a qualifying rate has been created  
under the New Century Underwriting Guidelines that generally is equal to the    
interest rate on that loan. The New Century Underwriting Guidelines require that
mortgage loans be underwritten in a standardized procedure which complies with  
applicable federal and state laws and regulations and requires the New Century  
Mortgage Corporation's underwriters to be satisfied that the value of the       
property being financed, as indicated by an appraisal and a review of the       
appraisal, currently supports the outstanding loan balance. In general, the     
maximum loan amount for mortgage loans originated under the programs is $500,000
(additional requirements may be imposed in connection with loans in excess of   
$500,000). The New Century Underwriting Guidelines generally permit loans on one
to four family residential properties to have a loan-to-value ratio at          
origination of up to 95% with respect to first liens loans. The maximum         
loan-to-value                                                                   

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ratio depends on, among other things, the purpose of the mortgage loan, a       
borrower's credit history, home ownership history, mortgage payment history or  
rental payment history, repayment ability and debt service-to-income ratio, as  
well as the type and use of the property. With respect to mortgage loans secured
by mortgaged properties acquired by a mortgagor under a "lease option purchase,"
the loan-to-value ratio of the related mortgage loan is based on the lower of   
the appraised value at the time of origination of the mortgage loan or the sale 
price of the related mortgaged property if the "lease option purchase price" was
set less than 12 months prior to origination and is based on the appraised value
at the time of origination if the "lease option purchase price" was set 12      
months or more prior to origination.                                            

   The New Century Underwriting Guidelines require that the income of each
applicant for a mortgage loan under the full and limited documentation programs 
be verified. The specific income documentation required for the New Century     
Mortgage Corporation's various programs is as follows: under the full           
documentation program, applicants usually are required to submit one written    
form of verification from the employer of stable income for at least 12 months  
for salaried employees and 24 months for self-employed applicants or for any    
special program applicant with a credit score of less than 580; under the       
limited documentation program, applicants usually are required to submit        
verification of stable income for at least 6 months, such as 6 consecutive      
months of complete personal checking account bank statements. Under the stated  
income program, an applicant may be qualified based upon monthly income as      
stated on the mortgage loan application if the applicant meets certain criteria.
All the foregoing programs require that, with respect to salaried employees,    
there be a telephone verification of the applicant's employment. Verification of
the source of funds, if any, required to be deposited by the applicant into     
escrow in the case of a purchase money loan is required.                        

   In evaluating the credit quality of borrowers, the New Century Mortgage
Corporation utilizes credit bureau risk scores, or a credit score, a statistical
ranking of likely future credit performance developed by Fair, Isaac & Company  
and the three national credit data repositories: Equifax, TransUnion and        
Experian.                                                                       

     The New Century Underwriting Guidelines have the following categories and
criteria for grading the potential likelihood that an applicant will satisfy the
repayment obligations of a mortgage loan:                                       

     "AA" Risk. Under the "AA" risk category, the applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount. Two or  
more tradelines (one of which with 24 months history and no late payments), are 
required for loan-to-value ratios above 90%. The borrower must have no late     
mortgage payments within the last 12 months on an existing mortgage loan. No    
bankruptcy may have occurred during the preceding two years for borrowers with a
credit score of less than 620; provided, however, that a Chapter 7 bankruptcy   
for a borrower with a credit score in excess of 550 (or 580 under the stated    
income documentation program) may have occurred as long as such bankruptcy is   
discharged at least one day prior to funding of the loan. A maximum             
loan-to-value ratio of 90% is permitted with respect to borrowers with Chapter 7
bankruptcy, which Chapter 7 bankruptcy is discharged at least one day prior to  
loan funding. A borrower in Chapter 13 bankruptcy may discharge such bankruptcy 
with the proceeds of the borrower's loan (any such loan may not exceed a 90%    
loan-to-value ratio), provided that such borrower has a credit score of at least
550 (or 580 with respect to stated income documentation programs). No notice of 
default filings or foreclosures (or submission of deeds in lieu of foreclosures)
may have occurred during the preceding two years. The mortgaged property must be
in at least average condition. A maximum loan-to-value ratio of 95%, is         
permitted for a mortgage loan on a single family owner occupied or two unit     
property. A maximum loan-to-value ratio of 90% is permitted for a mortgage loan 
on a non-owner occupied property, an owner occupied high-rise condominium or a  
three to four family residential property. The maximum loan-to-value ratio for  
rural, remote or unique properties is 85%. The maximum combined loan-to-value   
ratio, including any related subordinate lien, is 100%, for either a refinance  
loan or a purchase money loan. The maximum debt service-to-income ratio is      
usually 50% unless the loan-to-value ratio is reduced.                          

     "A+" Risk. Under the "A+" risk category, the applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount. Two or  
more tradelines (one of which with 24 months history and no late payments), are 
required for loan-to-value ratios above 90%. A maximum of one 30 day late       
payment within the last 12 months is acceptable on an existing mortgage loan. No
bankruptcy may have occurred during the preceding two years for borrowers with  
credit scores of less than 640; provided, however, that a Chapter 7 bankruptcy  
for a borrower with a credit score in excess of 550 (or 580 under the stated    
income documentation program) may have occurred as long as such bankruptcy is   
discharged at least one day prior to funding of the loan. A maximum             
loan-to-value ratio of 90% is permitted with respect to borrowers with Chapter 7
bankruptcy, which Chapter 7 bankruptcy is                                       

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discharged at least one day prior to loan funding. A borrower in Chapter 13     
bankruptcy may discharge such bankruptcy with the proceeds of the borrower's    
loan (any such loan may not exceed a 90% loan-to-value ratio), provided that    
such borrower has a credit score of at least 550 (or 580 with respect to stated 
income documentation programs). No notice of default filings or foreclosures (or
submission of deeds in lieu of foreclosures) may have occurred during the       
preceding two years. The mortgaged property must be in at least average         
condition. A maximum loan-to-value ratio of 95% (or 90% for mortgage loans      
originated under the stated income documentation program), is permitted for a   
mortgage loan on a single family owner occupied or two unit property. A maximum 
loan-to-value ratio of 90% is permitted for a mortgage loan on a non owner      
occupied property, an owner occupied high-rise condominium or a three to four   
family residential property. The maximum loan-to-value ratio for rural, remote  
or unique properties is 85%. The maximum combined loan-to-value ratio, including
any related subordinate lien, is 100%, for either a refinance loan or a purchase
money loan. The maximum debt service-to-income ratio is usually 50% unless the  
loan-to-value ratio is reduced.                                                 

    "A-" Risk. Under the "A-" risk category, an applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount. A       
maximum of three 30 day late payment and no 60 day late payments within the last
12 months is acceptable on an existing mortgage loan. No bankruptcy may have    
occurred during the preceding two years for borrowers with credit scores of less
than 660; provided, however, that a Chapter 7 bankruptcy for a borrower with a  
credit score in excess of 550 (or 580 under the stated income documentation     
program) may have occurred as long as such bankruptcy is discharged at least one
day prior to funding of the loan. A maximum loan-to-value ratio of 90% is       
permitted with respect to borrowers with Chapter 7 bankruptcy, which Chapter 7  
bankruptcy is discharged at least one day prior to loan funding. A borrower in  
Chapter 13 bankruptcy may discharge such bankruptcy with the proceeds of the    
borrower's loan (any such loan may not exceed a 90% loan-to-value ratio),       
provided that such borrower has a credit score of at least 550 (or 580 with     
respect to stated income documentation programs). The mortgaged property must be
in at least average condition. A maximum loan-to-value ratio of 90% (or 80% for 
mortgage loans originated under the stated income documentation program), is    
permitted for a mortgage loan on a single family owner occupied or two unit     
property. A maximum loan-to-value ratio of 85% (or 75% for mortgage loans       
originated under the stated income documentation program), is permitted for a   
mortgage loan on a non-owner occupied property. A maximum loan-to-value ratio of
85% (or 75% for mortgage loans originated under the stated income documentation 
program), is permitted for a mortgage loan on an owner occupied high-rise       
condominium or a three to four family residential property. The maximum         
loan-to-value ratio for rural, remote, or unique properties is 80%. The maximum 
combined loan-to-value ratio, including any related subordinate lien, is 100%,  
for a refinance loan and 100%, for a purchase money loan. The maximum debt      
service-to-income ratio is usually 50% unless the loan-to-value ratio is        
reduced.                                                                        

  "B" Risk. Under the "B" risk category, an applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount.         
Unlimited 30 day late payments and a maximum of one 60 day late payment within  
the last 12 months is acceptable on an existing mortgage loan. An existing      
mortgage loan must be less than 90 days late at the time of funding of the loan.
No bankruptcy filings within the past 18 months or notice of default filings    
within the last 18 months by the applicant may have occurred; provided, however,
that Chapter 7 bankruptcy for a borrower with a credit score in excess of 550   
(or 580 under the stated income documentation program) may have occurred as long
as such bankruptcy has been discharged at least one day prior to funding of the 
loan. A maximum loan-to-value ratio of 85% is permitted with respect to         
borrowers with a Chapter 7 bankruptcy, which Chapter 7 bankruptcy was discharged
at least one day prior to loan funding. A borrower in Chapter 13 bankruptcy may 
discharge such bankruptcy with the loan proceeds (such loans may not exceed a   
85% loan-to-value ratio), provided that such borrower has a credit score of at  
least 550 (or 580 with respect to stated income documentation programs). The    
mortgaged property must be in at least average condition. A maximum             
loan-to-value ratio of 85% (or 75% for mortgage loans originated under the      
stated income documentation program), is permitted for a mortgage loan on an    
owner occupied detached property originated under the full documentation        
program. A maximum loan-to-value ratio of 80% is permitted for a mortgage loan  
on a non-owner occupied property, an owner occupied high-rise condominium or a  
three to four family residential property (70% for a mortgage loan on a non     
owner occupied property and 70% for a mortgage loan on an owner occupied        
high-rise condominium or a three to four family residential property originated 
under the stated income documentation program). The maximum loan-to-value ratio 
for rural, remote or unique properties is 75%. The maximum combined             
loan-to-value ratio, including any related subordinate lien, is 100%, for a     
refinance loan and for a purchase money loan. The maximum debt service-to-income
ratio is usually 50%, unless the loan-to-value ratio is reduced.                

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  "C" Risk. Under the "C" risk category, an applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount.         
Unlimited 30 day and 60 day late payments and a maximum of one 90 day late      
payment within the last 12 months is acceptable on an existing mortgage loan. An
existing mortgage loan must be less than 120 days late at the time of funding of
the loan. All bankruptcies must be discharged at least one day prior to funding 
of the loan; provided, however, that Chapter 13 bankruptcies may be discharged  
with loan proceeds.. The mortgaged property must be in average condition. In    
most cases, a maximum loan-to-value ratio of 80% for a mortgage loan on a single
family, owner occupied or two unit property for a full documentation program    
(70% for mortgage loans originated under the stated income documentation        
program), is permitted. A maximum loan-to-value ratio of 75% is permitted for a 
mortgage loan on a non-owner occupied property, an owner occupied high-rise     
condominium or a three to four family residential property (65% for a mortgage  
loan on a non owner occupied property, an owner occupied high-rise condominium  
or a three to four family residential property originated under the stated      
income documentation program). The maximum loan-to-value ratio for rural, remote
or unique properties is 65%. The maximum combined loan-to-value ratio, including
any related subordinate lien, is 85% for a refinance loan and for a purchase    
money loan. The maximum debt service-to-income ratio is usually 50% unless the  
loan-to-value ratio is reduced.                                                 

    "C-" Risk. Under the "C-" risk category, an applicant must have a credit
score of 500, or greater. A maximum of two 90 day late payments or one 120 day  
late payment is acceptable on an existing mortgage loan. An existing mortgage   
loan must be less than 150 days late at the time of funding of the loan. There  
may be no current notice of default and all bankruptcies must be discharged at  
least one day prior to funding of the loan; provided, however, that Chapter 13  
bankruptcies may be discharged with loan proceeds. A maximum loan-to-value ratio
of 70% (55% for mortgage loans originated under the stated income documentation 
program), is permitted for a mortgage loan on a single family owner occupied or 
two unit property. A maximum loan-to-value ratio of 65% is permitted for a      
mortgage loan on a non-owner occupied property, an owner occupied high-rise     
condominium or a three to four family residential property (50% for a mortgage  
loan on a non owner occupied property, an owner occupied high-rise condominium  
or a three to four family residential property originated under the stated      
income documentation program). Rural, remote or unique properties are not       
allowed. The maximum combined loan-to-value ratio, including any related        
subordinate lien, is 80% for a refinance loan and 80% for a purchase money loan.
The maximum debt service-to-income ratio is usually 55%.                        

   Special Programs. The New Century Mortgage Corporation originates loans
which it calls "special programs" to enable borrowers with higher credit scores 
and good mortgage histories, the ability to obtain larger loan amounts or higher
loan-to-value ratios. Special programs extend loan-to-value ratios to a maximum 
of 100%, and combined 80/20 (first/second) loan combinations to 100% CLTV and   
loan amounts to $1,000,000 with higher minimum credit scores and paid-as-agreed 
minimum tradeline requirements. No bankruptcy filing may have occurred during   
the preceding two years for borrowers with credit scores less than 580 under the
full income documentation program, 600 under the limited documentation program, 
or 620 under the stated income documentation program (Chapter 13 bankruptcies   
may not be paid off with loan proceeds). No notice of default filings or        
foreclosures (or submission of deeds in lieu of foreclosures) may have occurred 
during the preceding two years. The mortgaged property must be in at least      
average condition. The maximum combined loan-to-value ratio, including any      
related subordinate lien, is 100%, for either a refinance loan or a purchase    
money loan. The maximum debt service-to-income ratio is usually 50%.            

     Exceptions. As described above, the foregoing categories and criteria are
guidelines only. On a case by case basis, it may be determined that an applicant
warrants a debt service-to-income ratio exception, a pricing exception, a       
loan-to-value ratio exception, an exception from certain requirements of a      
particular risk category, etc. An exception may be allowed if the application   
reflects compensating factors, such as: low loan-to-value ratio; pride of       
ownership; a maximum of one 30 day late payment on all mortgage loans during the
last 12 months; and stable employment or ownership of current residence of four 
or more years. An exception may also be allowed if the applicant places a down  
payment through escrow of at least 20% of the purchase price of the mortgaged   
property or if the new loan reduces the applicant's monthly aggregate mortgage  
payment by 25% or more. Accordingly, a mortgagor may qualify in a more favorable
risk category than, in the absence of compensating factors, would satisfy only  
the criteria of a less favorable risk category. It is expected that a           
substantial portion of the mortgage loans will represent these kinds of         
exceptions.                                                                     

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The Mortgage Loans in the Aggregate                                             

The mortgage loans are expected to have the following approximate   
aggregate characteristics as of the cut-off date:                               

Cut-off date principal balance of the mortgage loans ........     $1,420,030,872
Cut-off date principal balance of the fixed rate                                
  mortgage loans ............................................     $  281,254,465
Cut-off date principal balance of the adjustable rate                           
  mortgage loans ............................................     $1,138,776,407
Interest Rates:                                                                 
    Weighted Average ........................................             7.844%
    Range ...................................................  5.400% to 13.400%
Weighted average stated remaining term to maturity                              
  (in months)................................................                355

The scheduled principal balances of the mortgage loans range from   
approximately $29,955 to approximately $952,945. The mortgage loans had an      
average scheduled principal balance of approximately $189,590.                  

     The weighted average loan-to-value ratio (or, with respect to second-lien
mortgage loans, combined loan-to-value ratio) at origination of the mortgage    
loans is approximately 80.06% and approximately 37.93% of the mortgage loans    
have loan-to-value ratios (or, with respect to second-lien mortgage loans,      
combined loan-to-value ratios) at origination exceeding 80.00%.                 

  Approximately 97.87% of the mortgage loans are secured by first liens.
Approximately 2.13% of the mortgage loans are secured by second liens.          

 No more than approximately 0.35% of the mortgage loans are secured by
mortgaged properties located in any one zip code area.                          

     None of the mortgage loans has a Prepayment Premium period at origination
in excess of three years.                                                       

      NC Capital has represented or will represent with respect to each mortgage
loan sold by it that                                                            

     o     none of the group I mortgage loans sold by it is (a) covered by the
          Home Ownership and Equity Protection Act of 1994 or (b) classified
          as a "high cost home," "threshold," "covered," "high risk home" or
           "predatory" loan under any other applicable federal, state or local
law;                                                    

      o     none of the group I mortgage loans originated on or after October 1,
          2002 and on or before March 6, 2003 is secured by property located
in the State of Georgia; and                            

      o     in connection with the origination of the group I mortgage loans, no
    proceeds from a group I mortgage loan were used to finance a
single-premium credit life insurance policy.            

See "Description of the Certificates--Representations and Warranties
Relating to the Mortgage Loans" in this prospectus supplement.                  

    The tables on Annex III attached to this prospectus supplement set forth
certain statistical information with respect to the mortgage loans in the       
aggregate. Due to rounding, the percentages shown may not precisely total       
100.00%.                                                                        

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The Group I Mortgage Loans                                                      

     The group I mortgage loans are expected to have the following approximate
aggregate characteristics as of the cut-off date:                               

Cut-off date principal balance of group I                                       
 mortgage loans.............................................      $535,622,177
Cut-off date principal balance of group I fixed                                 
 rate mortgage loans .......................................      $ 98,263,559
Cut-off date principal balance of group I adjustable                            
 rate mortgage loans .......................................      $437,358,618
Interest Rates:                                                                 
    Weighted Average ........................................             7.863%
    Range ...................................................  5.400% to 11.750%
Weighted average stated remaining term to maturity                              
 (in months) ...............................................               355

     The scheduled principal balances of the group I mortgage loans range from
approximately $48,874 to approximately $641,568. The group I mortgage loans had 
an average scheduled principal balance of approximately $185,144.               

     The weighted average loan-to-value ratio (or, with respect to second-lien
mortgage loans, combined loan-to-value ratio) at origination of the group I     
mortgage loans is approximately 78.91% and approximately 42.87% of the group I  
mortgage loans have loan-to-value ratios (or, with respect to second-lien       
mortgage loans, combined loan-to-value ratios) at origination exceeding 80.00%. 

     All of the group I mortgage loans are secured by first liens. None of the
group I mortgage loans are secured by second liens.                             

      No more than approximately 0.52% of the group I mortgage loans are secured
by mortgaged properties located in any one zip code area.                       

 None of the group I mortgage loans has a Prepayment Premium period at
origination in excess of three years.                                           

    The tables on Annex III attached to this prospectus supplement set forth
certain statistical information with respect to the group I mortgage loans. Due 
to rounding, the percentages shown may not precisely total 100.00%.             

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The Group II Mortgage Loans                                                     

      The group II mortgage loans are expected to have the following approximate
aggregate characteristics as of the cut-off date:                               

Cut-off date principal balance of group II mortgage                             
 loans .....................................................      $884,408,695
Cut-off date principal balance of group II                                      
 fixed rate mortgage loans .................................      $182,990,906
Cut-off date principal balance of group II                                      
 adjustable rate mortgage loans ............................      $701,417,789
Interest Rates:                                                                 
    Weighted Average ........................................             7.832%
    Range ...................................................  5.500% to 13.400%
Weighted average stated remaining term to maturity                              
 (in months) ...............................................               355

      The scheduled principal balances of the group II mortgage loans range from
approximately $29,955 to approximately $952,945. The group II mortgage loans had
an average scheduled principal balance of approximately $192,388.               

     The weighted average loan-to-value ratio (or, with respect to second-lien
mortgage loans, combined loan-to-value ratio) at origination of the group II    
mortgage loans is approximately 80.76% and approximately 34.94% of the group II 
mortgage loans have loan-to-value ratios (or, with respect to second-lien       
mortgage loans, combined loan-to-value ratios) at origination exceeding 80%.    

    Approximately 96.58% of the group II mortgage loans are secured by first
liens. Approximately 3.42% of the group II mortgage loans are secured by second 
liens.                                                                          

No more than approximately 0.36% of the group II mortgage loans are 
secured by mortgaged properties located in any one zip code area.               

  None of the group II mortgage loans has a Prepayment Premium period at
origination in excess of three years.                                           

    The tables on Annex III attached to this prospectus supplement set forth
certain statistical information with respect to the group II mortgage loans. Due
to rounding, the percentages shown may not precisely total 100.00%.             

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Credit Scores                                                                   

  Credit scores are obtained by many lenders in connection with mortgage
loan applications to help them assess a borrower's creditworthiness (the "Credit
Scores"). Credit Scores are generated by models developed by a third party which
analyzed data on consumers in order to establish patterns which are believed to 
be indicative of the borrower's probability of default. The Credit Score is     
based on a borrower's historical credit data, including, among other things,    
payment history, delinquencies on accounts, levels of outstanding indebtedness, 
length of credit history, types of credit, and bankruptcy experience. Credit    
Scores range from approximately 250 to approximately 900, with higher scores    
indicating an individual with a more favorable credit history compared to an    
individual with a lower score. However, a Credit Score purports only to be a    
measurement of the relative degree of risk a borrower represents to a lender,   
i.e., a borrower with a higher score is statistically expected to be less likely
to default in payment than a borrower with a lower score. Lenders have varying  
ways of determining Credit Scores and, as a result, the determination of Credit 
Scores across the industry is not consistent. In addition, it should be noted   
that Credit Scores were developed to indicate a level of default probability    
over a two-year period, which does not correspond to the life of a mortgage     
loan. Furthermore, Credit Scores were not developed specifically for use in     
connection with mortgage loans, but for consumer loans in general, and assess   
only the borrower's past credit history. Therefore, a Credit Score does not take
into consideration the effect of mortgage loan characteristics (which may differ
from consumer loan characteristics) on the probability of repayment by the      
borrower. There can be no assurance that the Credit Scores of the mortgagors    
will be an accurate predictor of the likelihood of repayment of the related     
mortgage loans.                                                                 

    The tables on Annex III attached to this prospectus supplement set forth
information as to the Credit Scores of the related mortgagors obtained in       
connection with the origination of each mortgage loan.                          

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 THE SPONSOR

The sponsor is Morgan Stanley Mortgage Capital Inc., a New York     
corporation ("MSMC"). MSMC is an affiliate, through common parent ownership, of 
Morgan Stanley Capital Services Inc., the interest rate swap provider, and      
Morgan Stanley & Co. Incorporated, the underwriter. Morgan Stanley Mortgage     
Capital Inc. is also an affiliate of the depositor and a direct, wholly-owned   
subsidiary of Morgan Stanley (NYSE:MS). The executive offices of Morgan Stanley 
Mortgage Capital Inc. are located at 1585 Broadway, New York, New York 10036,   
telephone number (212) 761-4000. Morgan Stanley Mortgage Capital Inc. provides  
warehouse and repurchase financing to mortgage lenders and purchases closed,    
first- and subordinate-lien residential mortgage loans for securitization or    
resale, or for its own investment. Morgan Stanley Mortgage Capital Inc. also    
originates commercial mortgage loans. Morgan Stanley Mortgage Capital Inc. does 
not currently service loans. Instead, Morgan Stanley Mortgage Capital Inc.      
contracts with other entities to service the loans on its behalf.               

    Morgan Stanley Mortgage Capital Inc. acquires residential mortgage loans
through bulk purchases and also through purchases of single loans through Morgan
Stanley Mortgage Capital Inc.'s conduit loan purchase program. The mortgage     
loans purchased through its conduit program generally conform to the conduit    
origination standards.                                                          

      Prior to acquiring any residential mortgage loans, Morgan Stanley Mortgage
Capital Inc. conducts a review of the related mortgage loan seller that is based
upon the credit quality of the selling institution. Morgan Stanley Mortgage     
Capital Inc.'s review process may include reviewing select financial information
for credit and risk assessment and conducting an underwriting guideline review, 
senior level management discussion and/or background checks. The scope of the   
mortgage loan due diligence varies based on the credit quality of the mortgage  
loans.                                                                          

   The underwriting guideline review entails a review of the mortgage loan
origination processes and systems. In addition, such review may involve a       
consideration of corporate policy and procedures relating to state and federal  
predatory lending, origination practices by jurisdiction, historical loan level 
loss experience, quality control practices, significant litigation and/or       
material investors.                                                             

As mentioned above, Morgan Stanley Mortgage Capital Inc. currently  
contracts with third party servicers for servicing the mortgage loans that it   
originates or acquires. Third party servicers are also assessed based upon the  
servicing rating and the credit quality of the servicing institution. The       
servicers may be reviewed for their systems and reporting capabilities, review  
of collection procedures and confirmation of servicers' ability to provide      
loan-level data. In addition, Morgan Stanley Mortgage Capital Inc. may conduct  
background checks, meet with senior management to determine whether the servicer
complies with industry standards or otherwise monitor the servicer on an ongoing
basis.                                                                          

MSMC has been the sponsor of securitizations backed by residential  
mortgage loans, including subprime mortgage loans, since 2000. The following    
table sets forth the approximate initial principal amount of securities issued  
in subprime mortgage loan securitizations sponsored by MSMC since 2000.         

                       Approximate Initial
                       Principal Amount of
Year                        Securities      
----                    ------------------- 
2000                       $0.4 billion     
2001                       $2.6 billion     
2002                       $8.1 billion     
2003                       $10.9 billion    
2004                       $25.7 billion    
2005                       $22.3 billion    

      As a sponsor, Morgan Stanley Mortgage Capital Inc. acquires mortgage loans
and initiates their securitization by transferring the mortgage loans to the    
depositor or another entity that acts in a similar capacity as the depositor,   
which loans will ultimately be transferred to the issuing entity for the related
securitization. In coordination with Morgan Stanley & Co. Incorporated, Morgan  
Stanley Mortgage Capital Inc. works with rating agencies, mortgage loan sellers 
and servicers in structuring the securitization transaction.                    

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 STATIC POOL INFORMATION

Information concerning MSMC's prior residential mortgage loan       
securitizations involving fixed- and adjustable-rate subprime mortgage loans    
secured by first- or second-lien mortgages or deeds of trust in residential real
properties issued by the depositor is available on the internet at              
http://www.morganstanley.com/institutional/ abs_spi/Subprime.html. On this      
website, you can view for each of these securitizations, summary pool           
information as of the applicable securitization cut-off date and delinquency,   
cumulative loss, and prepayment information as of each distribution date by     
securitization for the past five years, or since the applicable securitization  
closing date if the applicable securitization closing date occurred less than   
five years from the date of this prospectus supplement. These prior transactions
include, among other transactions, prior securitizations of the sponsor of      
mortgage loans purchased from NC Capital (see, in particular, those             
securitizations with a "NC" series designation). Each of the mortgage loan      
securitizations identified on this website is unique, and the characteristics of
each securitized mortgage loan pool varies from each other as well as from the  
mortgage loans to be included in the trust that will issue the certificates     
offered by this prospectus supplement. In addition, the performance information 
relating to the prior securitizations described above may have been influenced  
by factors beyond the sponsor's control, such as housing prices and market      
interest rates. Therefore, the performance of these prior mortgage loan         
securitizations is likely not to be indicative of the future performance of the 
mortgage loans to be included in the trust related to this offering.            

     In the event any changes or updates are made to the information available
on the website, the depositor will provide to any person a copy of the          
information as it existed as of the date of this prospectus supplement upon     
request who writes or calls the depositor at 1585 Broadway, New York, New York  
10036, Attention: Prospectus Department, telephone number (212) 761-4000.       

  The information available on the website relating to any mortgage loan
securitizations issued prior to January 1, 2006 is not deemed to be part of this
prospectus supplement, the accompanying prospectus or the depositor's           
registration statement.                                                         

 THE DEPOSITOR

  Morgan Stanley Capital I Inc., the depositor, is an affiliate, through
common parent ownership, of the sponsor, Morgan Stanley Capital Services Inc.   
(the swap provider) and Morgan Stanley & Co. Incorporated (the underwriter), and
is a direct, wholly-owned subsidiary of Morgan Stanley (NYSE:MS) and was        
incorporated in the State of Delaware on January 28, 1985. The principal        
executive offices of Morgan Stanley Capital I Inc. are located at 1585 Broadway,
37th Floor, New York, New York 10036. Its telephone number is (212) 761-4000.   

  Morgan Stanley Capital I Inc. does not have, nor is it expected in the
future to have, any significant assets.                                         

The depositor has been engaged since its incorporation in the       
securitization of mortgage loans and other asset types included within the      
description of the trust fund assets in the prospectus. See "Description of the 
Trust Funds" in the prospectus. The depositor is engaged in the business of     
acting as depositor of trusts that issue series of certificates that represent  
interests in, the assets of the trusts. The depositor acquires assets           
specifically for inclusion in a securitization from the sellers in privately    
negotiated transactions.                                                        

      The certificate of incorporation of the depositor limits its activities to
those necessary or convenient to carry out its securitization activities. The   
depositor may have limited obligations with respect to a series of certificates.
The depositor will obtain the mortgage loans from the sponsor, and may also     
assign to the trustee certain rights of the sponsor with respect to the mortgage
loans. See "Description of the Certificates--Assignment of the Mortgage Loans"  
in this prospectus supplement. In addition, after the issuance of a series of   
certificates, the depositor may have limited obligations with respect to the    
trust, which may include appointing a successor trustee if the trustee resigns  
or is otherwise removed and preparing, or causing to be prepared, certain       
reports filed under the Securities Exchange Act of 1934, as amended.            

      Neither the depositor nor any of the depositor's affiliates will insure or
guarantee distributions on the certificates of any series.                      

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THE ISSUING ENTITY

     Morgan Stanley Capital I Inc. Trust 2006-NC2, the issuing entity, will be
formed on the closing date pursuant to the pooling and servicing agreement. The 
issuing entity will be a New York common law trust with no officers or directors
and no continuing duties other than to hold and service the mortgage loans and  
related assets and issue the certificates. The fiscal year end for the issuing  
entity will be December 31, commencing with December 31, 2006.                  

THE SERVICER

General                                                                         

Wells Fargo Bank, National Association ("Wells Fargo") will act as  
servicer for the mortgage loans, except for the period beginning on the closing 
date and scheduled to end on April 1, 2006, during which period New Century     
Mortgage Corporation will act as servicer for 96.57% of the mortgage loans and  
for the period beginning on the closing date and scheduled to end on April 30,  
2006, during which period HomEq Servicing Corporation will act as servicer for  
2.65% of the mortgage loans. The servicer will service the mortgage loans in    
accordance with the pooling and servicing agreement.                            

  The information contained in this prospectus supplement with regard to
Wells Fargo, the servicer, has been provided by Wells Fargo.                    

Servicing Experience and Procedures of Wells Fargo                              

     Servicing Experience. Wells Fargo is an indirect, wholly-owned subsidiary
of Wells Fargo & Company. Wells Fargo is a national banking association and is  
engaged in a wide range of activities typical of a national bank. Wells Fargo,  
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, 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 locations including Frederick, Maryland, Fort Mill, South Carolina  
and other mortgage loan servicing centers. As of the date hereof, Wells Fargo   
has not failed to make any required advance with respect to any issuance of     
residential mortgage backed securities.                                         

  Wells Fargo'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) 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 (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 has 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 December 31, 2003     As of December 31, 2004     As of December 31, 2005  
                            --------------------------  --------------------------  ---------------------------
                                         Aggregate                   Aggregate                    Aggregate    
                                         Original                    Original                     Original     
                            No. of       Principal      No. of       Principal      No. of        Principal    
        Asset Type           Loans    Balance of Loans  Loans     Balance of Loans   Loans     Balance of 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 does not have a material servicing portfolio of second lien   
subprime loans for the periods indicated.                           

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    Servicing Procedures. Shortly after the funding of a loan, various types
of loan information are loaded into Wells Fargo's automated loan servicing      
system. Wells Fargo 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 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's collections policy is designed to identify payment problems
sufficiently early to permit Wells Fargo 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'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's automated   
servicing system. If timely payment is not received, Wells Fargo'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'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          
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 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.                                                     

    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 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 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 bases the amount it will bid at foreclosure sales on    
this analysis. In the case of second lien loans, Wells Fargo performs a net     
present value analysis to determine whether to refer the second lien loan to    
foreclosure or to charge it off.                                                

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If Wells Fargo 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'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 
will obtain lender-placed insurance at the borrower's expense.                  

 THE TRUSTEE

     Deutsche Bank National Trust Company ("DBNTC") will act as trustee. DBNTC
is a national banking association and has an office in Santa Ana, California.   
DBNTC has previously been appointed to the role of trustee for numerous         
mortgage-backed transactions in which residential mortgages comprised the asset 
pool and has significant experience in this area. As trustee, DBNTC will be     
calculating certain items and reporting as set forth in the pooling and         
servicing agreement. DBNTC has acted as calculation agent and paying agent in   
numerous mortgage-backed transactions since 1991. DBNTC has no pending legal    
proceedings that would materially affect its ability to perform its duties as   
trustee on behalf of the certificateholders. DBNTC may perform certain of its   
obligations through one or more third party vendors. However, DBNTC shall remain
liable for the duties and obligations required of it under the pooling and      
servicing agreement. DBNTC has had no material changes to DBNTC's policies or   
procedures in its calculation agent and paying agent roles in mortgage-backed   
transactions during the past 3 years. DBNTC will act as the custodian of the    
mortgage files pursuant to the pooling and servicing agreement. DBNTC has       
performed this custodial role in numerous mortgage-backed transactions since    
1991. DBNTC will maintain the mortgage files in secure, fire-resistant          
facilities. DBNTC will not physically segregate the mortgage files from other   
mortgage files in DBNTC's custody but will be kept in shared facilities.        
However, DBNTC's proprietary document tracking system will show the location    
within DBNTC's facilities of each mortgage file and will show that the mortgage 
loan documents are held by the trustee on behalf of the trust. DBNTC has no     
pending legal proceedings that would materially affect its ability to perform   
its duties as custodian.                                                        

DBNTC is providing the information in the foregoing paragraph at the
depositor's request in order to assist the depositor with the preparation of its
disclosure documents to be filed with the SEC pursuant to Regulation AB.        
Otherwise, DBNTC has not participated in the preparation of such disclosure     
documents and assumes no responsibility or liability for their contents.        

In its capacity as trustee, DBNTC will be required to perform the   
following duties regarding the residential mortgage-backed securities:          

o     execute and authenticate the certificates;                    

o     maintain lists of certificateholders;                         

     o     maintain custody of the mortgage files with respect to all mortgage
loans;                                                  

o     make distributions according to the priorities set forth under
       "Description of the Certificates--Distributions of Interest and
Principal" in this prospectus supplement;               

o     collect and prepare certain reports and notices to the        
    certificateholders as set forth in the pooling and servicing
agreement;                                              

o     collect and prepare certain reports and notices to the rating 
     agencies as set forth in the pooling and servicing agreement;

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      o     notify certificateholders of "servicer events of default" as defined
         and described under "The Pooling and Servicing Agreement--Removal
       and Resignation of the Servicer" in this prospectus supplement;

     o     in case of a servicer event of default, file claims and enforce all
           rights of action pursuant to the terms of the pooling and servicing
agreement;                                              

    o     amend the provisions of the pooling and servicing agreement at the
          request of a specified percentage of certificateholders as further
           described under "The Pooling and Servicing Agreement--Amendment" in
this prospectus supplement; and                         

   o     perform tax reporting duties and make REMIC elections pursuant to
the pooling and servicing agreement.                    

   DBNTC will only be required to perform duties that are specifically set
forth in the pooling and servicing agreement, interest rate swap agreement and  
any other agreements relating to the issuing entity to which it is a party or   
the certificates. In addition, DBNTC may conclusively rely on any documents     
furnished to it as the trustee, is not bound to make any investigation into the 
facts underlying such documents, is not required to expend or risk its own funds
or incur any financial liability in the exercise of its rights and powers, and  
shall not be liable for any action taken or omitted to be taken by it in good   
faith and reasonably believed by it to be authorized. DBNTC is not responsible  
for verifying, recomputing or recalculating information given to it by the      
servicer. See also "The Pooling and Servicing Agreement--Certain Matters        
Regarding the Depositor, the Servicer and the Trustee" for additional           
limitations on the liability of DBNTC.                                          

    DBNTC will be entitled to indemnification from (a) the responsible party
for breaches of certain representations and warranties to the extent described  
under "Description of the Certificates--Representations and Warranties Relating 
to the Mortgage Loans" in this prospectus supplement and (b) the trust to the   
extent described under "The Pooling and Servicing Agreement--Certain Matters    
Regarding the Depositor, the Servicer and the Trustee" in this prospectus       
supplement.                                                                     

    DBNTC may resign or be removed as set forth in the pooling and servicing
agreement. Such resignation or removal will become effective when a successor   
trustee accepts the appointment.                                                

 INTEREST RATE SWAP COUNTERPARTY

The interest rate swap agreement will be provided by Morgan Stanley 
Capital Services Inc. ("MSCS"), a Delaware corporation formed in 1985 or upon   
the occurrence of certain events, a replacement counterparty that satisfies     
certain credit criteria (together with MSCS, the "Swap Provider"). See          
"Description of the Certificates--Interest Rate Swap Agreement" in this         
prospectus supplement. Morgan Stanley Capital Services Inc. is an affiliate,    
through common parent ownership, of the sponsor, the depositor and Morgan       
Stanley & Co. Incorporated, the underwriter, and is a wholly-owned, unregulated 
special purpose subsidiary of Morgan Stanley (NYSE:MS). The principal executive 
offices of Morgan Stanley Capital Services Inc. are located at 1221 Avenue of   
Americas, New York, New York 10020, telephone number (212) 761-4000.            

Morgan Stanley Capital Services Inc. conducts business in the       
over-the-counter derivatives market, writing a variety of derivative            
instruments, including interest rate swaps, currency swaps, credit default swaps
and interest rate options with institutional clients. The obligations of Morgan 
Stanley Capital Services Inc. under its derivative instruments are 100%         
guaranteed by Morgan Stanley. As of October 11, 2005, Morgan Stanley has a      
long-term debt rating of "Aa3" by Moody's Investors Service, Inc. ("Moody's"),  
"A+" by Standard & Poor's Ratings Services, a division of The McGraw-Hill       
Companies, Inc. ("S&P") and "AA-" by Fitch, Inc. ("Fitch") and a short-term debt
rating of "P-1" by Moody's, "A-1" by S&P and "F1+" by Fitch.                    

 DESCRIPTION OF THE CERTIFICATES

General                                                                         

 On the closing date, the trust will be created and the depositor will
cause the trust to issue the certificates. The certificates will be issued in   
seventeen classes, the Class A-1, Class A-2a, Class A-2b, Class A-2c, Class     
A-2d,                                                                           

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Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,    
Class B-2, Class B-3, Class P, Class X and Class R certificates. Only the Class 
A-1, Class A-2a, Class A-2b, Class A-2c, Class A-2d, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3        
certificates, collectively, the "Offered Certificates," will be offered under   
this prospectus supplement. The certificates will collectively represent the    
entire undivided ownership interest in the trust fund created and held under the
pooling and servicing agreement, subject to the limits and priority of          
distribution provided for in that agreement.                                    

The trust fund will consist of:                                     

      o     the mortgage loans, together with the related mortgage files and all
            related collections and proceeds due and collected after the cut-off
date;                                                   

     o     such assets as from time to time are identified as REO property and
related collections and proceeds;                       

o     assets that are deposited in the accounts, and invested in    
accordance with the pooling and servicing agreement; and

o     an interest rate swap agreement.                              

    The Offered Certificates will be issued and available only in book-entry
form, in denominations of $25,000 initial principal balance and integral        
multiples of $1 in excess of $25,000, except that one certificate of each class 
may be issued in an amount less than $25,000. For information regarding the     
issuance of certificates in book-entry form, see "--Book-Entry Registration"    
below.                                                                          

     Voting rights will be allocated among holders of the Offered Certificates
in proportion to the Class Certificate Balances of their respective certificates
on such date, except that the Class X and Class P certificates will each be     
allocated 1% of the voting rights. The Class X and Class P certificates will be 
held by the sponsor or one of its affiliates.                                   

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   The Class A-1 certificates generally represent interests in the group I
mortgage loans. The Class A-2a, Class A-2b, Class A-2c and Class A-2d           
certificates generally represent interests in the group II mortgage loans. The  
Class M and Class B certificates represent interests in all of the mortgage     
loans.                                                                          

     The following chart illustrates generally the distribution priorities and
subordination features applicable to the Offered Certificates and the Class X   
certificates.                                                                   

|      ---------------------------     / \          
|                   |   Class A-2a      |           
|      Class A-1    |   Class A-2b      |           
|                   |   Class A-2c      |           
|                   |   Class A-2d      |           
|      ---------------------------      |           
|               Class M-1               |           
|      ---------------------------      |           
|               Class M-2               |           
|      ---------------------------      |           
|               Class M-3               |           
Accrued     |      ---------------------------      |                       
certificate   |               Class M-4               |                         
interest,    |      ---------------------------      |     Loans              
then       |               Class M-5               |                      
principal    |      ---------------------------      |                        
|               Class M-6               |           
|      ---------------------------      |           
|               Class B-1               |           
|      ---------------------------      |           
|               Class B-2               |           
|      ---------------------------      |           
|               Class B-3               |           
|      ---------------------------      |           
|                Class X                |           
\ /     ---------------------------      |            

Book-Entry Registration                                                         

 The Offered Certificates are sometimes referred to in this prospectus
supplement as "book-entry certificates." No person acquiring an interest in the 
book-entry certificates will be entitled to receive a definitive certificate    
representing an obligation of the trust, except under the limited circumstances 
described in this prospectus supplement. Beneficial owners may elect to hold    
their interests through DTC, in the United States, or Clearstream Banking,      
societe anonyme or Euroclear Bank, as operator of the Euroclear System, in      
Europe. Transfers within DTC, Clearstream or Euroclear, as the case may be, will
be in accordance with the usual rules and operating procedures of the relevant  
system. So long as the Offered Certificates are book-entry certificates, such   
certificates will be evidenced by one or more certificates registered in the    
name of Cede & Co., which will be the "holder" of such certificates, as the     
nominee of DTC or one of the relevant depositories. Cross-market transfers      
between persons holding directly or indirectly through DTC, on the one hand, and
counterparties holding directly or indirectly through Clearstream or Euroclear, 
on the other, will be effected in DTC through the relevant depositories of      
Clearstream or Euroclear, respectively, and each a participating member of DTC. 
The interests of the beneficial owners of interests in the Offered Certificates 
will be represented by book-entries on the records of DTC and its participating 
members. All references in this prospectus supplement to the Offered            
Certificates reflect the rights of beneficial owners only as such rights may be 
exercised through DTC and its participating organizations for so long as such   
certificates are held by DTC.                                                   

     The beneficial owners of the Offered Certificates may elect to hold their
certificates through DTC in the United States, or Clearstream or Euroclear, if  
they are participants in such systems, or indirectly through organizations which
are participants in such systems. The Offered Certificates will be issued in one
or more certificates which in the aggregate equal the outstanding principal of  
the related class of certificates and will initially be registered in the name  
of Cede & Co., the nominee of DTC. Clearstream and Euroclear will hold omnibus  
positions on behalf of their participants through customers securities accounts 
in Clearstream's and Euroclear's names on the books of their respective         
depositories, which in turn will hold such positions in customers' securities   
accounts in the depositories names on the books of DTC. Except as described     
below, no beneficial owner will be entitled to receive a physical or definitive 
certificates. Unless and until definitive certificates are issued, it is        

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anticipated that the only holder of the Offered Certificates will be Cede & Co.,
as nominee of DTC. Beneficial owners will not be holders or certificateholders  
as those terms are used in the pooling and servicing agreement. Beneficial      
owners are only permitted to exercise their rights indirectly through           
participants and DTC.                                                           

The beneficial owner's ownership of a book-entry certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary that maintains the beneficial owner's account for such   
purpose. In turn, the financial intermediary's ownership of such book-entry     
certificate will be recorded on the records of DTC or on the records of a       
participating firm that acts as agent for the financial intermediary, whose     
interest will in turn be recorded on the records of DTC, if the beneficial      
owner's financial intermediary is not a DTC participant and on the records of   
Clearstream or Euroclear, as appropriate.                                       

  DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a clearing           
corporation within the meaning of the New York UCC and a "clearing agency"      
registered pursuant to Section 17A of the Exchange Act. DTC was created to hold 
securities for its participants and to facilitate the clearance and settlement  
of securities transactions between participants through electronic book-entries,
thus eliminating the need for physical movement of certificates. Participants   
include securities brokers and dealers, including underwriters, banks, trust    
companies and clearing corporations. Indirect access to the DTC system also is  
available to others such as banks, brokers, dealers and trust companies that    
clear through or maintain a custodial relationship with a participant, either   
directly or indirectly through indirect participants.                           

      Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers of book-entry      
certificates, such as the Offered Certificates, among participants on whose     
behalf it acts with respect to the book-entry certificates and to receive and   
transmit distributions of principal of and interest on the book-entry           
certificates. Participants and indirect participants with which beneficial      
owners have accounts with respect to the book-entry certificates similarly are  
required to make book-entry transfers and receive and transmit such             
distributions on behalf of their respective beneficial owners.                  

    Beneficial owners that are not participants or indirect participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests 
in, book-entry certificates may do so only through participants and indirect    
participants. In addition, beneficial owners will receive all distributions of  
principal and interest from the trustee, or a paying agent on behalf of the     
trustee, through DTC participants. DTC will forward such distributions to its   
participants, which thereafter will forward them to indirect participants or    
beneficial owners. Beneficial owners will not be recognized by the trustee or   
any paying agent as holders of the Offered Certificates, and beneficial owners  
will be permitted to exercise the rights of the holders of the Offered          
Certificates only indirectly through DTC and its participants.                  

Because of time zone differences, it is possible that credits of    
securities received in Clearstream or Euroclear as a result of a transaction    
with a participant will be made during subsequent securities settlement         
processing and dated the business day following the DTC settlement date. Such   
credits or any transactions in such securities settled during such processing   
will be reported to the relevant Euroclear or Clearstream participants on such  
business day. Cash received in Clearstream or Euroclear as a result of sales of 
securities by or through a Clearstream participant or Euroclear participant to a
DTC participant will be received with value on the DTC settlement date but, due 
to time zone differences, may be available in the relevant Clearstream or       
Euroclear cash account only as of the business day following settlement in DTC. 

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

 Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream    
participants or Euroclear participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international      
clearing system by the relevant depositary, each of which is a participating    
member of DTC. However, such cross-market transactions will require delivery of 
instructions to the relevant European international clearing system by the      
counterparty in such system in accordance with its rules and procedures and     
within its established deadlines. The relevant European international clearing  
system will, if the transaction meets its settlement requirements, deliver      
instructions to the relevant depositary to take action to effect final          
settlement on its behalf by delivering or receiving securities in DTC, and      
making or receiving distribution in accordance with normal procedures for same  
day funds settlement applicable to DTC. Clearstream participants and Euroclear  
participants may not deliver instructions directly to the relevant depositories 
for Clearstream or Euroclear.                                                   

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Clearstream holds securities for its participant organizations and  
facilitates the clearance and settlement of securities transactions between     
Clearstream participants through electronic book-entry changes in accounts of   
Clearstream participants, thus eliminating the need for physical movement of    
securities. Transactions may be settled through Clearstream in many currencies, 
including United States dollars. Clearstream provides to its Clearstream        
participants, among other things, services for safekeeping, administration,     
clearance and settlement of internationally traded securities and securities    
lending and borrowing. Clearstream interfaces with domestic markets in several  
countries. Clearstream participants are recognized financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust 
companies, clearing corporations and certain other organizations. Indirect      
access to Clearstream is also available to others, such as banks, brokers,      
dealers and trust companies that clear through or maintain a custodial          
relationship with a Clearstream participant, either directly or indirectly.     

      Euroclear was created to hold securities for its participants and to clear
and settle transactions between its participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical  
movement of certificates and any risk from lack of simultaneous transfers of    
securities and cash. The Euroclear System is owned by Euroclear plc and operated
through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated    
under the laws of the Kingdom of Belgium (the "Euroclear Operator"). The        
Euroclear Operator holds securities and book-entry interests in securities for  
participating organizations and facilitates the clearance and settlement of     
securities transactions between Euroclear participants, and between Euroclear   
participants and participants of certain other securities intermediaries through
electronic book-entry changes in accounts of such participants or other         
securities intermediaries. Non-participants of Euroclear may hold and transfer  
book-entry interests in the Offered Certificates through accounts with a direct 
participant of Euroclear or any other securities intermediary that holds a      
book-entry interest in the Offered Certificates through one or more securities  
intermediaries standing between such other securities intermediary and the      
Euroclear Operator. Securities clearance accounts and cash accounts with the    
Euroclear Operator are governed by the Terms and Conditions Governing Use of    
Euroclear and the related Operating Procedures of the Euroclear System, and     
applicable Belgian law. All securities in Euroclear are held on a fungible basis
without attribution of specific certificates to specific securities clearance   
accounts. The Euroclear Operator acts only on behalf of Euroclear participants  
and has no record of or relationship with persons holding through Euroclear     
participants.                                                                   

Distributions on the book-entry certificates will be made on each   
distribution date by the trustee to Cede & Co., as nominee of DTC. DTC will be  
responsible for crediting the amount of such distributions to the accounts of   
the applicable DTC participants in accordance with DTC's normal procedures. Each
DTC participant will be responsible for disbursing such distribution to the     
beneficial owners of the book-entry certificates that it represents and to each 
financial intermediary for which it acts as agent. Each such financial          
intermediary will be responsible for disbursing funds to the beneficial owners  
of the book-entry certificates that it represents.                              

Under a book-entry format, beneficial owners of the book-entry      
certificates may experience some delay in their receipt of distributions, since 
such distributions will be forwarded by the trustee to Cede & Co., as nominee of
DTC. Distributions with respect to certificates held through Clearstream or     
Euroclear will be credited to the cash accounts of Clearstream participants or  
Euroclear participants in accordance with the relevant system's rules and       
procedures, to the extent received by the relevant depositary. Such             
distributions will be subject to tax reporting in accordance with relevant      
United States tax laws and regulations. Because DTC can only act on behalf of   
financial intermediaries, the ability of a beneficial owner to pledge book-entry
certificates to persons or entities that do not participate in the DTC system,  
or otherwise take actions in respect of such book-entry certificates, may be    
limited due to the lack of physical certificates for such book-entry            
certificates. In addition, issuance of the book-entry certificates in book-entry
form may reduce the liquidity of such certificates in the secondary market since
certain potential investors may be unwilling to purchase certificates for which 
they cannot obtain physical certificates.                                       

    Monthly and annual reports on the trust made available by the trustee to
Cede & Co., as nominee of DTC, may be made available to beneficial owners upon  
request, in accordance with the rules, regulations and procedures creating and  
affecting DTC, and to the financial intermediaries to whose DTC accounts the    
book-entry certificates of such beneficial owners are credited.                 

      DTC has advised the depositor that it will take any action permitted to be
taken by a holder of the Offered Certificates under the pooling and servicing   
agreement only at the direction of one or more participants to whose accounts   
with DTC the book-entry certificates are credited. Additionally, DTC has advised
the depositor that it will                                                      

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take such actions with respect to specified percentages of voting rights only at
the direction of and on behalf of participants whose holdings of book-entry     
certificates evidence such specified percentages of voting rights. DTC may take 
conflicting actions with respect to percentages of voting rights to the extent  
that participants whose holdings of book-entry certificates evidence such       
percentages of voting rights authorize divergent action.                        

   None of the trust, the depositor, the servicer or the trustee will have
any responsibility for any aspect of the records relating to or distributions   
made on account of beneficial ownership interests of the book-entry certificates
held by Cede & Co., as nominee for DTC, or for maintaining, supervising or      
reviewing any records relating to such beneficial ownership interests.          

Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of certificates among participants  
of DTC, Clearstream and Euroclear, they are under no obligation to perform or   
continue to perform such procedures, and such procedures may be discontinued at 
any time. See "Description of the Certificates--Book-Entry Registration and     
Definitive Certificates" in the prospectus.                                     

See also the attached Annex I for certain information regarding U.S.
federal income tax documentation requirements for investors holding certificates
through Clearstream or Euroclear (or through DTC if the holder has an address   
outside the United States).                                                     

Definitive Certificates                                                         

  The Offered Certificates, which will be issued initially as book-entry
certificates, will be converted to definitive certificates and reissued to      
beneficial owners or their nominees, rather than to DTC or its nominee, only if 
(a) DTC or the depositor advises the trustee in writing that DTC is no longer   
willing or able to properly discharge its responsibilities as depository with   
respect to the book-entry certificates and the trustee or the depositor is      
unable to locate a qualified successor or (b) the depositor, at its option (but 
with the trustee's consent), notifies DTC of its intent to terminate the        
book-entry system through DTC and, upon receipt of notice of such intent from   
DTC, the participants holding beneficial interests in the certificates agree to 
initiate such termination.                                                      

   Upon the occurrence of any event described in the immediately preceding
paragraph, the trustee will be required to notify all participants of the       
availability through DTC of definitive certificates. Upon delivery of definitive
certificates, the trustee will reissue the book-entry certificates as definitive
certificates to beneficial owners. Distributions of principal of, and interest  
on, the book-entry certificates will thereafter be made by the trustee, or a    
paying agent on behalf of the trustee, directly to holders of definitive        
certificates in accordance with the procedures set forth in the pooling and     
servicing agreement.                                                            

Definitive certificates will be transferable and exchangeable at the
offices of the trustee, its agent or the certificate registrar designated from  
time to time for those purposes. As of the closing, the trustee designates its  
office located at DB Services Tennessee, 648 Grassmere Park Road, Nashville,    
Tennessee 37211-3658, Attention: Transfer Unit for those purposes. No service   
charge will be imposed for any registration of transfer or exchange, but the    
trustee may require distribution of a sum sufficient to cover any tax or other  
governmental charge imposed in connection with the transfer or exchange.        

Assignment of the Mortgage Loans                                                

     Pursuant to a mortgage loan purchase and warranties agreement, NC Capital
Corporation ("NC Capital") sold the mortgage loans, without recourse, to MSMC,  
and MSMC will sell and convey the mortgage loans, including all principal       
outstanding as of, and interest due and accruing on or after, the close of      
business on the cut-off date, without recourse, to the depositor on the closing 
date. Pursuant to the pooling and servicing agreement, the depositor will sell, 
without recourse, to the trust, all right, title and interest in and to each    
mortgage loan, including all principal outstanding as of, and interest due on or
after, the close of business on the cut-off date. Each such transfer will convey
all right, title and interest in and to (a) principal outstanding as of the     
close of business on the cut-off date (after giving effect to payments of       
principal due on that date, whether or not received) and (b) interest due and   
accrued on each such mortgage loan after the cut-off date. However, MSMC will   
not convey to the depositor, and will retain all of its right, title and        
interest in and to (x) principal due on each mortgage loan on or prior to the   
cut-off date and principal prepayments in full and curtailments (i.e., partial  
prepayments) received on                                                        

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each such mortgage loan prior to the cut-off date and (y) interest due and      
accrued on each mortgage loan on or prior to the cut-off date.                  

Delivery of Mortgage Loan Documents                                             

   In connection with the transfer and assignment of each mortgage loan to
the trust, the depositor will cause to be delivered to the trustee, on or before
the closing date, the following documents with respect to each mortgage loan    
which constitute the mortgage file:                                             

          (a) the original mortgage note, endorsed without recourse in blank
  by the last endorsee, including all intervening endorsements showing a
   complete chain of endorsement from the originator to the last endorsee;

        (b) the original of any guaranty executed in connection with the
mortgage note;                                                      

           (c) the related original mortgage and evidence of its recording or,
     in certain limited circumstances, a copy of the mortgage certified by the
originator, escrow company, title company, or closing attorney;     

          (d) the mortgage assignment(s), or copies of them certified by the
      applicable originator, escrow company, title company, or closing attorney,
     if any, showing a complete chain of assignment from the originator of the
     related mortgage loan to the last endorsee - which assignment may, at the
      originator's option, be combined with the assignment referred to in clause
(e) below;                                                          

          (e) a mortgage assignment in recordable form, which, if acceptable
    for recording in the relevant jurisdiction, may be included in a blanket
 assignment or assignments, of each mortgage from the last endorsee in
blank;                                                              

          (f) originals or certified copies of all assumption, modification,
 consolidation and extension agreements, with evidence of recording on
them;                                                               

            (g) an original title insurance policy or, in the event the original
      policy is unavailable, a certified true copy of the related policy binder,
preliminary report or commitment for title certified to be true and 
complete by the title insurance company; and                        

       (h) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the mortgage (if    
provided).                                                          

      Pursuant to the pooling and servicing agreement, the trustee will agree to
execute and deliver on or prior to the closing date an acknowledgment of receipt
of the original mortgage note, item (a) above, with respect to each of the      
mortgage loans delivered to the trustee, with any exceptions noted. The trustee 
will agree, for the benefit of the holders of the certificates, to review, or   
cause to be reviewed, each mortgage file within ninety days after the closing   
date - or, with respect to any Substitute Mortgage Loan delivered to the        
trustee, within thirty days after the receipt of the mortgage file by the       
trustee, and to deliver a certification generally to the effect that, as to each
mortgage loan listed in the schedule of mortgage loans,                         

     o     all documents required to be reviewed by it pursuant to the pooling
and servicing agreement are in its possession;          

   o     each such document has been reviewed by it and appears regular on
its face and relates to such mortgage loan;             

  o     based on its examination and only as to the foregoing documents,
       certain information set forth on the schedule of mortgage loans
          accurately reflects the information set forth in the mortgage file
delivered on such date; and                             

     o     each mortgage note has been endorsed as provided in the pooling and
servicing agreement.                                    

     If the trustee, during the process of reviewing the mortgage files, finds
any document constituting a part of a mortgage file that is not executed, has   
not been received or is unrelated to the mortgage loans, or that any mortgage   

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loan does not conform to the requirements above or to the description of the    
requirements as set forth in the schedule of mortgage loans attached to the     
pooling and servicing agreement, the trustee is required to notify NC Capital,  
the servicer and the depositor in writing as provided in the pooling and        
servicing agreement. NC Capital will be required to use reasonable efforts to   
cause to be remedied a material defect in a document constituting part of a     
mortgage file of which it is so notified by the trustee. If, however, within the
time frame set forth in the mortgage loan purchase and warranties agreement, NC 
Capital has not caused the defect to be remedied, NC Capital will be required to
either (a) substitute a Substitute Mortgage Loan for the defective mortgage     
loan, if permitted under the terms of the mortgage loan purchase and warranties 
agreement, or (b) repurchase the defective mortgage loan. The substitution or   
repurchase is required to be effected in the same manner as a substitution or   
repurchase for a material breach of a mortgage loan representation and warranty,
as described below under "--Representations and Warranties Relating to the      
Mortgage Loans." The obligation of NC Capital to cure the defect or to          
substitute or repurchase the defective mortgage loan will constitute the sole   
remedies available to the holders of the certificates and the trustee relating  
to the defect.                                                                  

Representations and Warranties Relating to the Mortgage Loans                   

Pursuant to the pooling and servicing agreement, NC Capital, the    
responsible party, will make representations and warranties with respect to each
mortgage loan, as of the closing date, including, but not limited to: (1) Except
with respect to the Delinquent mortgage loans described under "The Mortgage Loan
Pool--General" in                                                               

          this prospectus supplement, no payment required under the mortgage
loan is more than 30 days Delinquent nor has any payment under the  
 mortgage loan been more than 30 days Delinquent at any time since the
origination of the mortgage loan;                                   

           (2) Except as described in representation (1) above with respect to
     certain Delinquent mortgage loans, to the best of NC Capital's knowledge,
      there are no defaults in complying with the terms of the mortgage, and all
 taxes, governmental assessments, insurance premiums, water, sewer and
  municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or an escrow of funds has been 
established in an amount sufficient to pay for every such item which
      remains unpaid and which has been assessed but is not yet due and payable;

     (3) The terms of the mortgage note and mortgage have not been
 impaired, waived, altered or modified in any respect from the date of
   origination, except by a written instrument which has been recorded, if
      necessary to protect the interests of the purchaser. No mortgagor has been
  released, in whole or in part, except in connection with an assumption
  agreement approved by the title insurer, to the extent required by the
     policy, and which assumption agreement is part of the mortgage loan file;

            (4) The mortgage loan is not subject to any right of rescission, set
    off, counterclaim or defense, including, without limitation, the defense
     of usury, nor will the operation of any of the terms of the mortgage note
    or the mortgage, or the exercise of any right under the mortgage note or
the mortgage, render either the mortgage note or the mortgage       
    unenforceable, in whole or in part, and no such right of rescission, set
    off, counterclaim or defense has been asserted with respect thereto, and
      no mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding at the time the mortgage loan was originated;            

         (5) Pursuant to the terms of the mortgage, all buildings or other
improvements upon the mortgaged property are insured by a generally 
     acceptable insurer against loss by fire, hazards of extended coverage and
 such other hazards as are provided for in the Fannie Mae Guides or by
Freddie Mac;                                                        

        (6) Any and all requirements of any federal, state or local law,
including, without limitation, usury, truth in lending, real estate 
settlement procedures, consumer credit protection, equal credit     
opportunity, disclosure and all predatory and abusive lending laws  
applicable to the mortgage loan have been complied with, including, 
without limitation, any provisions therein relating to Prepayment   
  Premiums, and the consummation of the transactions contemplated by the
      pooling and servicing agreement will not involve the violation of any such
laws or regulations;                                                

           (7) The mortgage has not been satisfied, cancelled, subordinated or
   rescinded, in whole or in part, and the mortgaged property has not been
    released from the lien of the mortgage, in whole or in part, nor has any

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      instrument been executed that would effect any such release, cancellation,
 subordination or rescission. The responsible party has not waived the
     performance by the mortgagor of any action, if the mortgagor's failure to
   perform such action would cause the mortgage loan to be in default, nor
     has the responsible party waived any default resulting from any action or
inaction by the mortgagor;                                          

          (8) The mortgage is a valid, subsisting, enforceable and perfected
first lien or second lien (as applicable) on the mortgaged property,
      including all buildings and improvements on the mortgaged property and all
installations and mechanical, electrical, plumbing, heating and air 
 conditioning systems located in or annexed to such buildings, and all
    additions, alterations and replacements made at any time with respect to
the foregoing. The lien of the mortgage is subject only to:         

                  (i) with respect to any second lien mortgage loan, the lien of
the first mortgage on the related mortgaged property;   

                (ii) the lien of current real property taxes and assessments
not yet due and payable;                                

                (iii) covenants, conditions and restrictions, rights of way,
          easements and other matters of the public record as of the date of
     recording acceptable to prudent mortgage lending institutions
    generally and specifically referred to in the lender's title
         insurance policy delivered to the originator of the mortgage loan
       and (a) specifically referred to or otherwise considered in the
           appraisal made for the originator of the mortgage loan or (b) which
    do not adversely affect the appraised value of the mortgaged
property set forth in such appraisal; and               

            (iv) other matters to which like properties are commonly
          subject which do not materially interfere with the benefits of the
    security intended to be provided by the mortgage or the use,
            enjoyment, value or marketability of the related mortgaged property;

      (9) The mortgage note and the mortgage and any other agreement
    executed and delivered by a mortgagor in connection with a mortgage loan
   are genuine, and each is the legal, valid and binding obligation of the
  signatory enforceable in accordance with its terms (including, without
    limitation, any provisions relating to Prepayment Premiums). All parties
   to the mortgage note, the mortgage and any other such related agreement
 had legal capacity to enter into the mortgage loan and to execute and
   deliver the mortgage note, the mortgage and any such agreement, and the
      mortgage note, the mortgage and any other such related agreement have been
      duly and properly executed by other such related parties. No fraud, error,
      omission, misrepresentation, negligence or similar occurrence with respect
   to a mortgage loan has taken place on the part of any person, including
without limitation, the mortgagor, any appraiser, any builder or    
     developer, or any other party involved in the origination of the mortgage
loan;                                                               

   (10) The mortgage loan is covered by an American Land Title
Association lender's title insurance policy, or with respect to any 
mortgage loan for which the related mortgaged property is located in
   California a California Land Title Association lender's title insurance
policy, or other generally acceptable form of policy or insurance   
      acceptable to Fannie Mae or Freddie Mac with respect to mortgage loans and
    each such title insurance policy is issued by a title insurer acceptable
to Fannie Mae or Freddie Mac and qualified to do business in the    
jurisdiction where the mortgaged property is located, insuring the  
   responsible party, its successors and assigns, as to the first priority
lien or second priority lien, as applicable, of the mortgage in the 
original principal amount of the mortgage loan, subject only to the 
exceptions contained in clauses (i), (ii), (iii) and (iv) of        
representation (8) above;                                           

            (11) Except as described in representation (1) above with respect to
     certain Delinquent mortgage loans, other than payments due but not yet 30
    or more days Delinquent, there is no default, breach, violation or event
which would permit acceleration existing under the mortgage or the  
     mortgage note and no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a  
    default, breach, violation or event which would permit acceleration, and
neither the responsible party nor its affiliates or any of their    
 respective predecessors have waived any default, breach, violation or
event which would permit acceleration;                              

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            (12) The mortgage contains customary and enforceable provisions that
     render the rights and remedies of the holder of the mortgage adequate for
 the realization against the mortgaged property of the benefits of the
      security provided by the mortgaged property, including, (i) in the case of
 a mortgage designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure. Upon default by a mortgagor on a 
 mortgage loan and foreclosure on, or trustee's sale of, the mortgaged
  property pursuant to the proper procedures, the holder of the mortgage
     loan will be able to deliver good and merchantable title to the mortgaged
property. There is no homestead or other exemption available to a   
mortgagor which would interfere with the right to sell the mortgaged
property at a trustee's sale or the right to foreclose the mortgage,
    subject to applicable federal and state laws and judicial precedent with
respect to bankruptcy and right of redemption or similar law;       

         (13) The mortgaged property is lawfully occupied under applicable
  law. All inspections, licenses and certificates required to be made or
  issued with respect to all occupied portions of the mortgaged property
      and, with respect to the use and occupancy of the same, including, but not
     limited to, certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;        

          (14) There is no proceeding pending or threatened for the total or
     partial condemnation of the mortgaged property. The mortgaged property is
     undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the
     mortgaged property as security for the mortgage loan or the use for which
     the premises were intended and each mortgaged property is in good repair;

            (15) No action, inaction or event has occurred and no state of facts
   exists or has existed that has resulted or will result in the exclusion
      from, denial of, or defense to coverage under any insurance policy related
to the mortgage loans, irrespective of the cause of such failure of 
coverage;                                                           

   (16) The mortgage file contains an appraisal of the related
mortgaged property signed by a qualified appraiser, appointed by the
responsible party, who had no interest, direct or indirect, in the  
   mortgaged property or in any loan made on the security of the mortgaged
property, and whose compensation is not affected by the approval or 
  disapproval of the mortgage loan, and the appraisal and appraiser both
     satisfy the requirements of Fannie Mae or Freddie Mac and Title XI of the
    Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
    the regulations promulgated thereunder, all as in effect on the date the
mortgage loan was originated;                                       

            (17) None of the mortgage loans is (a) covered by the Home Ownership
and Equity Protection Act of 1994, or (b) classified as a "high cost
   home," "threshold," "covered," "high risk home," "predatory" or similar
loan under any other applicable federal, state or local law (or a   
      similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for    
residential mortgage loans having high interest rates, points and/or
fees);                                                              

          (18) None of the mortgage loans has a Prepayment Premium period at
origination in excess of three years;                               

          (19) None of the mortgage loans secured by property located in the
    State of Georgia was originated on or after October 1, 2002 and prior to
March 7, 2003;                                                      

          (20) NC Capital Corporation has, in its capacity as prior servicer
      of the mortgage loans, fully furnished, in accordance with the Fair Credit
 Reporting Act and its implementing regulations, accurate and complete
   information in its borrower credit files to Equifax, Experian and Trans
Union Credit Information Company, on a monthly basis;               

   (21) No mortgagor was required to purchase any credit life,
    disability, property, accident, unemployment or health insurance product
      as a condition of obtaining the extension of credit. No mortgagor obtained
 a prepaid single premium credit life, disability, property, accident,
      unemployment or health insurance policy in connection with the origination
 of the mortgage loan. No proceeds from any mortgage loan were used to
purchase single premium credit insurance policies as part of the    
 origination of, or as a condition to closing, such mortgage loan; and

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          (22) No mortgage loan originated on or after July 1, 2004 requires
 the related mortgagor to submit to arbitration to resolve any dispute
   arising out of or relating in any way to the mortgage loan transaction.

      Pursuant to the pooling and servicing agreement, upon the discovery by any
of the responsible party, the servicer, the depositor or the trustee that any of
the representations and warranties contained in the pooling and servicing       
agreement have been breached in any material respect as of the date made, with  
the result that value of, or the interests of the trustee or the holders of the 
certificates in the related mortgage loan were materially and adversely         
affected, the party discovering such breach is required to give prompt written  
notice to the other parties. Subject to certain provisions of the pooling and   
servicing agreement, within sixty days of the earlier to occur of the           
responsible party's discovery or its receipt of notice of any such breach with  
respect to a mortgage loan transferred by it, the responsible party will be     
required to:                                                                    

o     promptly cure such breach in all material respects,           

     o     if such substitution would occur prior to the second anniversary of
           the closing date, remove each mortgage loan which has given rise to
           the requirement for action by the responsible party, substitute one
           or more Substitute Mortgage Loans and, if the outstanding principal
        balance of such Substitute Mortgage Loans as of the date of such
          substitution is less than the outstanding principal balance of the
          replaced mortgage loans as of the date of substitution, deliver to
      the trust as part of the amounts remitted by the servicer with
   respect to the related distribution date the amount of such
      shortfall plus all accrued and unpaid interest on the replaced
         mortgage loans and all related unreimbursed servicing advances (a
"Substitution Adjustment Amount"), or                   

      o     purchase such mortgage loan at a price equal to the unpaid principal
          balance of such mortgage loan as of the date of purchase, plus all
   related accrued and unpaid interest, plus the amount of any
     unreimbursed servicing advances made by the servicer or other
            expenses of the servicer or trustee relating to the mortgage loan in
breach.                                                 

Notwithstanding the foregoing, pursuant to the terms of the pooling and         
servicing agreement, in the event of discovery by any party to the pooling and  
servicing agreement (i) that a mortgage loan does not constitute a "qualified   
mortgage" within the meaning of Section 860G(a)(3) of the Code resulting from a 
breach of any representation or warranty contained in the pooling and servicing 
agreement or (ii) of a breach of the representations and warranties listed as   
numbers (18), (19), (20), (21), (22) or (23) in the second preceding full       
paragraph, the responsible party will be required to repurchase the related     
mortgage loan at the purchase price within sixty days of such discovery or      
receipt of notice. The purchase price with respect to such mortgage loan will be
deposited into the distribution account on the next succeeding Servicer         
Remittance Date after deducting any amounts received in respect of such         
repurchased mortgage loan or mortgage loans and being held in the distribution  
account for future distribution to the extent such amounts have not yet been    
applied to principal or interest on such mortgage loan.                         

In addition, the responsible party is obligated to indemnify the    
depositor, any of its affiliates, the servicer, the trustee and the trust for   
any third party claims arising out of a breach by the responsible party of      
representations or warranties regarding the mortgage loans. The obligations of  
the responsible party to cure such breach or to substitute or purchase any      
mortgage loan and to indemnify constitute the sole remedies respecting a        
material breach of any such representation or warranty to the holders of the    
certificates, the servicer, the trustee, the depositor and any of its           
affiliates.                                                                     

     The depositor will also represent that (a) no group I mortgage loan has a
Prepayment Premium period in excess of three years and (b) the original         
principal balance of each group I mortgage loan was within Freddie Mac's and    
Fannie Mae's dollar amount limits for conforming one- to-four family mortgage   
loans. In the event of a breach by the depositor of either of these             
representations and warranties, the depositor will be obligated to cure,        
repurchase or substitute the applicable mortgage loan in the same manner as is  
set forth above with respect to breaches of representations and warranties made 
by the responsible party regarding the mortgage loans. The obligation of the    
depositor under the pooling and servicing agreement to cure, repurchase or      
substitute any mortgage loan as to which a breach of either of these            
representations and warranties has occurred and is continuing will constitute   
the sole remedies against the depositor respecting such breach available to the 
holders of the certificates or the trustee.                                     

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Payments on the Mortgage Loans                                                  

      The pooling and servicing agreement provides that the servicer is required
to establish and maintain a collection account. The pooling and servicing       
agreement permits the servicer to direct any depository institution maintaining 
the collection account to invest the funds in the collection account in one or  
more eligible investments that mature, unless payable on demand, no later than  
the business day preceding the Servicer Remittance Date, as described below.    

The servicer is obligated to deposit or cause to be deposited in the
collection account, within two business days after receipt, amounts representing
the following payments and other collections received by it on or with respect  
to the mortgage loans after the cut-off date, other than in respect of monthly  
payments on the mortgage loans due and accrued on each mortgage loan up to and  
including any due date occurring prior to the cut-off date:                     

o     all payments on account of principal, including prepayments of
principal on the mortgage loans;                        

   o     all payments on account of interest, net of the servicing fee, on
the mortgage loans;                                     

      o     all Insurance Proceeds to the extent such Insurance Proceeds are not
          to be applied to the restoration of the related mortgaged property
          or released to the related borrower in accordance with the express
       requirements of law or in accordance with prudent and customary
            servicing practices, Condemnation Proceeds and Liquidation Proceeds;

      o     all other amounts required to be deposited in the collection account
pursuant to the pooling and servicing agreement; and    

    o     any amounts required to be deposited in connection with net losses
   realized on investments of funds in the collection account.

      The servicer is not permitted to commingle funds in the collection account
with any other funds or assets.                                                 

The trustee will be obligated to set up a distribution account with 
respect to the certificates into which the servicer will be required to deposit 
or cause to be deposited the funds required to be remitted by the servicer on   
the Servicer Remittance Date. The pooling and servicing agreement permits but   
does not require the trustee to invest the funds in the distribution account in 
one or more eligible investments that mature on or prior to the next            
distribution date.                                                              

The funds required to be remitted by the servicer for a Servicer    
Remittance Date will be equal to the sum, without duplication, of:              

     o     all collections of scheduled principal and interest on the mortgage
 loans received by the servicer on or prior to the related
Determination Date;                                     

      o     all principal prepayments, Insurance Proceeds, Condemnation Proceeds
          and Liquidation Proceeds, if any, collected by the servicer during
the related Prepayment Period;                          

    o     all P&I Advances made by the servicer with respect to payments due
            to be received on the mortgage loans on the related due date but not
received by the related Determination Date; and         

      o     any other amounts required to be placed in the collection account by
     the servicer pursuant to the pooling and servicing agreement;

but excluding the following:                                                    

        (a) for any mortgage loan with respect to which the servicer has
 previously made an unreimbursed P&I Advance, amounts received on such
 mortgage loan that represent late payments of principal and interest,
     Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, to the
extent of such unreimbursed P&I Advance;                            

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          (b) amounts received on a particular mortgage loan with respect to
     which the servicer has previously made an unreimbursed servicing advance,
to the extent of such unreimbursed servicing advance;               

           (c) for that Servicer Remittance Date, the aggregate servicing fee;

         (d) all net income from eligible investments that are held in the
collection account for the account of the servicer;                 

        (e) all amounts actually recovered by the servicer in respect of
late fees, assumption fees and similar fees;                        

      (f) for all mortgage loans for which P&I Advances or servicing
advances are determined to be non-recoverable, all amounts equal to 
     unreimbursed P&I Advances and servicing advances for such mortgage loans;

            (g) certain other amounts which are reimbursable to the depositor or
 the servicer, as provided in the pooling and servicing agreement; and

        (h) all collections of principal and interest not required to be
remitted on that Servicer Remittance Date.                          

      The amounts described in clauses (a) through (h) above may be withdrawn by
the servicer from the collection account on or prior to each Servicer Remittance
Date.                                                                           

Distributions                                                                   

Distributions on the certificates will be required to be made by the
trustee on the 25th day of each month, or, if that day is not a business day, on
the first business day thereafter, commencing in April 2006, to the persons in  
whose names the certificates are registered on the related Record Date.         

   Distributions on each distribution date will be made by check mailed to
the address of the person entitled to the distribution as it appears on the     
applicable certificate register or, in the case of a certificateholder who has  
so notified the trustee in writing in accordance with the pooling and servicing 
agreement, 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. However, the final distribution in        
retirement of the certificates will be made only upon presentment and surrender 
of those certificates at the office of the trustee designated from time to time 
for those purposes. Initially, the trustee designates its offices located at DB 
Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658 for
those purposes.                                                                 

Administration Fees                                                             

  As described under the definition of "Available Funds" included in the
"Glossary" in this prospectus supplement, funds collected on the mortgage loans 
that are available for distribution to certificateholders will be net of the    
servicing fee and trustee fee payable on each mortgage loan. On each            
distribution date, the servicer and the trustee will be entitled to their fee   
prior to the certificateholders receiving any distributions. The servicing fee  
and trustee fee for any distribution date for any mortgage loan will be an      
amount equal to one-twelfth of the applicable servicing fee rate or trustee fee 
rate, as applicable, on the Stated Principal Balance of such mortgage loan. The 
following table identifies the per annum fee rate applicable in calculating the 
servicing fee and the trustee fee.                                              

Fee                      Per Annum Fee Rate                           
-------------             ---------------------------                           
Servicing Fee             0.50%                                                 

Trustee Fee               less than or equal to 0.02%                           

    In addition to the servicing fee and the trustee fee, funds collected on
the mortgage loans that are available for distribution to the certificateholders
will also be net of any indemnification payments made to the depositor, the     
servicer or the trustee, as described under "The Pooling and Servicing          
Agreement--Certain Matters Regarding the Depositor, the Servicer and the        
Trustee" in this prospectus supplement and "Description of the                  
Agreements--Matters Regarding a Master Servicer and the Depositor" in the       
prospectus, and reimbursements for certain                                      

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unanticipated expenses borne by the depositor, the servicer or the trustee, as  
described in this prospectus supplement and the accompanying prospectus.        

Priority of Distributions Among Certificates                                    

   As more fully described in this prospectus supplement, distributions on
the certificates will be made monthly on each distribution date from Available  
Funds and will be made to the classes of certificates generally in the following
order of priority:                                                              

           (i) to make certain payments to the Swap Account for the benefit of
   the Swap Provider, as further described below under "--Distributions of
Interest and Principal";                                            

  (ii) to current interest on each class of certificates and
    previously unpaid interest on the Class A certificates, in the order and
subject to the priorities set forth below under "--Distributions of 
Interest and Principal";                                            

          (iii) to principal on the classes of certificates then entitled to
receive distributions of principal, in the order and subject to the 
priorities set forth below under "--Distributions of Interest and   
Principal";                                                         

       (iv) to unpaid interest and Unpaid Realized Loss Amounts on the
 Subordinated Certificates, in the order and subject to the priorities
  described below under "--Distributions of Interest and Principal"; and

        (v) to deposit into the Excess Reserve Fund Account to cover any
   Basis Risk CarryForward Amounts on the offered certificates, and, after
    making certain termination payments, if any, to the Swap Account for the
benefit of the Swap Provider, finally to be released to the Class X 
certificates,                                                       

in each case subject to certain limitations set forth below under               
"--Distributions of Interest and Principal."                                    

Distributions of Interest and Principal                                         

For any distribution date, the "Pass Through Rate" for each class of
Offered Certificates will be as set forth below: (a) for the Class A-1          
certificates, a per annum rate equal to the least of (1) One Month LIBOR plus   
the                                                                             

    related fixed margin for the Class A-1 certificates and that
      distribution date, (2) the Group I Loan Cap (as defined below) and (3) the
WAC Cap (as defined below);                                         

     (b) for the Class A-2a, Class A-2b, Class A-2c and Class A-2d
    certificates, a per annum rate equal to the least of (1) One Month LIBOR
plus the related fixed margin for the applicable class and that     
   distribution date, (2) the Group II Loan Cap (as defined below) and (3)
the WAC Cap; and                                                    

            (c) for the Class M and Class B certificates, a per annum rate equal
      to the lesser of (1) One Month LIBOR plus the related fixed margin for the
applicable class and that distribution date and (2) the WAC Cap.    

  The fixed margin for each class of Offered Certificates is as follows:
Class A-1, 0.1800%; Class A-2a, 0.0700%; Class A-2b, 0.1200%; Class A-2c,       
0.1800%; Class A-2d, 0.2900%; Class M-1, 0.3600%; Class M-2, 0.3800%; Class M-3,
0.3900%; Class M-4, 0.5100%; Class M-5, 0.5300%; Class M-6, 0.6000%; Class B-1, 
1.1500%; Class B-2, 1.4000%; and Class B-3, 2.2500%. On the distribution date   
immediately following the distribution date on which the servicer has the right 
to purchase all of the mortgage loans as described under "The Pooling and       
Servicing Agreement--Termination; Optional Clean-up Call" in this prospectus    
supplement and each distribution date thereafter, the fixed margin for each     
class of Offered Certificates will increase to the following: Class A-1,        
0.3600%; Class A-2a, 0.1400%; Class A-2b, 0.2400%; Class A-2c, 0.3600%; Class   
A-2d, 0.5800%; Class M-1, 0.5400%; Class M-2, 0.5700%; Class M-3, 0.5850%; Class
M-4, 0.7650%; Class M-5, 0.7950%; Class M-6, 0.9000%; Class B-1, 1.7250%; Class 
B-2, 2.1000%; and Class B-3, 3.3750%.                                           

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    The "Group I Loan Cap" for any distribution date is the weighted average
of the interest rates for each group I mortgage loan (in each case, less the    
applicable Expense Fee Rate) then in effect at the beginning of the related Due 
Period less the Swap Payment Rate (as defined below), adjusted, in each case, to
accrue on the basis of a 360-day year and the actual number of days in the      
related Interest Accrual Period.                                                

     The "Group II Loan Cap" for any distribution date is the weighted average
of the interest rates for each group II mortgage loan (in each case, less the   
applicable Expense Fee Rate) then in effect at the beginning of the related Due 
Period less the Swap Payment Rate, adjusted, in each case, to accrue on the     
basis of a 360-day year and the actual number of days in the related Interest   
Accrual Period.                                                                 

  The "WAC Cap" for any distribution date is the weighted average of the
interest rates for each mortgage loan (in each case, less the applicable Expense
Fee Rate) then in effect at the beginning of the related Due Period less the    
Swap Payment Rate, adjusted, in each case, to accrue on the basis of a 360-day  
year and the actual number of days in the related Interest Accrual Period.      

      The "Swap Payment Rate" for any distribution date is a fraction (expressed
as a percentage), the numerator of which is any Net Swap Payment or Swap        
Termination Payment (other than a Defaulted Swap Termination Payment) owed to   
the Swap Provider for such distribution date and the denominator of which is the
Stated Principal Balance of the mortgage loans at the beginning of the related  
Due Period, multiplied by 12.                                                   

On each distribution date, distributions in reduction of the Class  
Certificate Balance of the certificates entitled to receive distributions of    
principal are required to be made in an amount equal to the Principal           
Distribution Amount. The "Principal Distribution Amount" for each distribution  
date will equal the sum of (i) the Basic Principal Distribution Amount for that 
distribution date and (ii) the Extra Principal Distribution Amount for that     
distribution date.                                                              

On each distribution date, the trustee will be required to make the 
distributions and transfers from the Available Funds then on deposit in the     
distribution account specified below in the following order of priority:        

    (i) to the holders of each class of Offered Certificates and to the Swap
Account in the following order of priority:                                     

         (a) to the Swap Account, the sum of (x) all Net Swap Payments and
 (y) any Swap Termination Payment owed to the Swap Provider including,
    without limitation, the lesser of (i) any payments received by the trust
   as a result of entering into a replacement interest rate swap agreement
following an additional termination event resulting from a ratings  
   downgrade of the Swap Counterparty in accordance with the interest rate
     swap agreement (such payment, a "Replacement Swap Provider Payment"), and
      (ii) any Swap Termination Payment owed to the Swap Provider (the lesser of
clause (i) or (ii) above, the "Senior Defaulted Swap Termination    
     Payment"); but not including any other Defaulted Swap Termination Payment
owed to the Swap Provider, if any;                                  

            (b) concurrently, (1) from the Interest Remittance Amount related to
  the group I mortgage loans, to the Class A-1 certificates, the related
     Accrued Certificate Interest and Unpaid Interest Amount for the Class A-1
    certificates, and (2) from the Interest Remittance Amount related to the
  group II mortgage loans, to the Class A-2a, Class A-2b, Class A-2c and
Class A-2d certificates, pro rata (based upon their respective      
    entitlements to those amounts), the related Accrued Certificate Interest
    and Unpaid Interest Amounts for those classes of certificates; provided,
    that, if the Interest Remittance Amount for any group is insufficient to
 make the related payments set forth in clauses (i)(b)(1) or (i)(b)(2)
above, any Interest Remittance Amount relating to the other group   
   remaining after payment of the related Accrued Certificate Interest and
Unpaid Interest Amounts will be available to cover that shortfall;  

            (c) from any remaining Interest Remittance Amounts, to the Class M-1
certificates, the Accrued Certificate Interest for that class;      

            (d) from any remaining Interest Remittance Amounts, to the Class M-2
certificates, the Accrued Certificate Interest for that class;      

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            (e) from any remaining Interest Remittance Amounts, to the Class M-3
certificates, the Accrued Certificate Interest for that class;      

            (f) from any remaining Interest Remittance Amounts, to the Class M-4
certificates, the Accrued Certificate Interest for that class;      

            (g) from any remaining Interest Remittance Amounts, to the Class M-5
certificates, the Accrued Certificate Interest for that class;      

            (h) from any remaining Interest Remittance Amounts, to the Class M-6
certificates, the Accrued Certificate Interest for that class;      

            (i) from any remaining Interest Remittance Amounts, to the Class B-1
certificates, the Accrued Certificate Interest for that class;      

            (j) from any remaining Interest Remittance Amounts, to the Class B-2
certificates, the Accrued Certificate Interest for that class; and  

            (k) from any remaining Interest Remittance Amounts, to the Class B-3
certificates, the Accrued Certificate Interest for that class;      

      (ii)(A) on each distribution date before the Stepdown Date or with respect
to which a Trigger Event is in effect, to the holders of the class or classes of
Offered Certificates then entitled to distributions of principal as set forth   
below, an amount equal to the Principal Distribution Amount in the following    
order of priority:                                                              

         (a) to the Class A certificates, allocated among those classes as
described under "--Allocation of Principal Payments to Class A      
     Certificates" below until their respective Class Certificate Balances are
reduced to zero; and                                                

           (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class B-1, Class B-2, and Class B-3 certificates, in
     that order, until their respective Class Certificate Balances are reduced
to zero;                                                            

    (B) on each distribution date on and after the Stepdown Date and as long
as a Trigger Event is not in effect, to the holders of the class or classes of  
Offered Certificates then entitled to distributions of principal in an amount   
equal to the Principal Distribution Amount in the following amounts and order of
priority:                                                                       

        (a) to the Class A certificates, the lesser of (x) the Principal
  Distribution Amount and (y) the Class A Principal Distribution Amount,
allocated among those classes as described under "--Allocation of   
    Principal Payments to Class A Certificates" below until their respective
Class Certificate Balances are reduced to zero;                     

          (b) to the Class M-1 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
 the Class A certificateholders in clause (ii)(B)(a) above and (y) the
  Class M-1 Principal Distribution Amount, until their Class Certificate
Balance is reduced to zero;                                         

          (c) to the Class M-2 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
      the Class A certificateholders in clause (ii)(B)(a) above and to the Class
   M-1 certificateholders in clause (ii)(B)(b) above and (y) the Class M-2
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero;                                                    

          (d) to the Class M-3 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
  M-1 certificateholders in clause (ii)(B)(b) above and to the Class M-2
certificateholders in clause (ii)(B)(c) above and (y) the Class M-3 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero;                                                    

          (e) to the Class M-4 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
M-1                                                                 

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certificateholders in clause (ii)(B)(b) above, to the Class M-2     
certificateholders in clause (ii)(B)(c) above and to the Class M-3  
certificateholders in clause (ii)(B)(d) above and (y) the Class M-4 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero;                                                    

          (f) to the Class M-5 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
M-1 certificateholders in clause (ii)(B)(b) above, to the Class M-2 
certificateholders in clause (ii)(B)(c) above, to the Class M-3     
certificateholders in clause (ii)(B)(d) above and to the Class M-4  
certificateholders in clause (ii)(B)(e) above and (y) the Class M-5 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero;                                                    

          (g) to the Class M-6 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
M-1 certificateholders in clause (ii)(B)(b) above, to the Class M-2 
certificateholders in clause (ii)(B)(c) above, to the Class M-3     
certificateholders in clause (ii)(B)(d) above, to the Class M-4     
certificateholders in clause (ii)(B)(e) above and to the Class M-5  
certificateholders in clause (ii)(B)(f) above and (y) the Class M-6 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero;                                                    

          (h) to the Class B-1 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
M-1 certificateholders in clause (ii)(B)(b) above, to the Class M-2 
certificateholders in clause (ii)(B)(c) above, to the Class M-3     
certificateholders in clause (ii)(B)(d) above, to the Class M-4     
certificateholders in clause (ii)(B)(e) above, to the Class M-5     
certificateholders in clause (ii)(B)(f) above and to the Class M-6  
certificateholders in clause (ii)(B)(g) above and (y) the Class B-1 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero;                                                    

          (i) to the Class B-2 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
M-1 certificateholders in clause (ii)(B)(b) above, to the Class M-2 
certificateholders in clause (ii)(B)(c) above, to the Class M-3     
certificateholders in clause (ii)(B)(d) above, to the Class M-4     
certificateholders in clause (ii)(B)(e) above, to the Class M-5     
certificateholders in clause (ii)(B)(f) above, to the Class M-6     
certificateholders in clause (ii)(B)(g) above and to the Class B-1  
certificateholders in clause (ii)(B)(h) above and (y) the Class B-2 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero; and                                                

          (j) to the Class B-3 certificates, the lesser of (x) the excess of
      (i) the Principal Distribution Amount over (ii) the amounts distributed to
   the Class A certificateholders in clause (ii)(B)(a) above, to the Class
M-1 certificateholders in clause (ii)(B)(b) above, to the Class M-2 
certificateholders in clause (ii)(B)(c) above, to the Class M-3     
certificateholders in clause (ii)(B)(d) above, to the Class M-4     
certificateholders in clause (ii)(B)(e) above, to the Class M-5     
certificateholders in clause (ii)(B)(f) above, to the Class M-6     
certificateholders in clause (ii)(B)(g) above, to the Class B-1     
certificateholders in clause (ii)(B)(h) above and to the Class B-2  
certificateholders in clause (ii)(B)(i) above and (y) the Class B-3 
   Principal Distribution Amount, until their Class Certificate Balance is
reduced to zero; and                                                

      (iii) any amount remaining after the distributions in clauses (i) and (ii)
above is required to be distributed in the following order of priority with     
respect to the certificates:                                                    

    (a) to the holders of the Class M-1 certificates, any Unpaid
Interest Amount for that class;                                     

    (b) to the holders of the Class M-1 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (c) to the holders of the Class M-2 certificates, any Unpaid
Interest Amount for that class;                                     

    (d) to the holders of the Class M-2 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (e) to the holders of the Class M-3 certificates, any Unpaid
Interest Amount for that class;                                     

    (f) to the holders of the Class M-3 certificates, any Unpaid
Realized Loss Amount for that class;                                

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    (g) to the holders of the Class M-4 certificates, any Unpaid
Interest Amount for that class;                                     

    (h) to the holders of the Class M-4 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (i) to the holders of the Class M-5 certificates, any Unpaid
Interest Amount for that class;                                     

    (j) to the holders of the Class M-5 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (k) to the holders of the Class M-6 certificates, any Unpaid
Interest Amount for that class;                                     

    (l) to the holders of the Class M-6 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (m) to the holders of the Class B-1 certificates, any Unpaid
Interest Amount for that class;                                     

    (n) to the holders of the Class B-1 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (o) to the holders of the Class B-2 certificates, any Unpaid
Interest Amount for that class;                                     

    (p) to the holders of the Class B-2 certificates, any Unpaid
Realized Loss Amount for that class;                                

    (q) to the holders of the Class B-3 certificates, any Unpaid
Interest Amount for that class;                                     

    (r) to the holders of the Class B-3 certificates, any Unpaid
Realized Loss Amount for that class;                                

            (s) to the Excess Reserve Fund Account, the amount of any Basis Risk
Payment for that distribution date;                                 

        (t) from funds on deposit in the Excess Reserve Fund Account, an
    amount equal to any remaining unpaid Basis Risk CarryForward Amount with
  respect to the Offered Certificates to the Offered Certificates in the
      same order and priority in which Accrued Certificate Interest is allocated
   among those classes of certificates, with the allocation to the Class A
 certificates being (a) first, among those classes of certificates pro
      rata, based on their respective Class Certificate Balances and (b) second,
      any remaining amounts to those classes of certificates, pro rata, based on
any Basis Risk CarryForward Amounts remaining unpaid, in order to   
reimburse such unpaid amounts;                                      

 (u) to the Swap Account, the amount of any Defaulted Swap
Termination Payment, other than a Senior Defaulted Swap Termination 
Payment, owed to the Swap Provider;                                 

          (v) to the Class X certificates, those amounts as described in the
pooling and servicing agreement; and                                

     (w) to the holders of the Class R certificates, any remaining
amount.                                                             

      On each distribution date, prior to the distribution on any other class of
certificates, the trustee is required to distribute to the holders of the Class 
P certificates all amounts representing Prepayment Premiums in respect of the   
mortgage loans received during the related Prepayment Period.                   

    If on any distribution date, after giving effect to all distributions of
principal as described above and allocations of payments from the Swap Account  
to pay principal as described under "--Swap Account" below, the aggregate Class 
Certificate Balances of the Offered Certificates exceeds the aggregate Stated   
Principal Balance of the mortgage loans for that distribution date, the Class   
Certificate Balance of the applicable Class M or Class B certificates will be   
reduced, in inverse order of seniority (beginning with the Class B-3            
certificates) by an amount equal to that excess, until that Class Certificate   
Balance is reduced to zero. This reduction of a Class Certificate Balance for   
Realized Losses is referred to as an "Applied Realized Loss Amount." In the     
event Applied Realized Loss Amounts are allocated to any class of certificates, 
its Class Certificate Balance will be reduced by the amount so allocated, and no
funds will be distributable with respect to interest or Basis Risk CarryForward 
Amounts on the amounts written down on that distribution date or any future     
distribution dates, even if funds are otherwise available for distribution.     
Notwithstanding the foregoing, if after an Applied Realized Loss Amount is      
allocated to reduce the Class Certificate Balance of any class of certificates, 
amounts are received with respect to any mortgage loan or related mortgaged     
property that had previously been liquidated or otherwise disposed of (any such 
amount being                                                                    

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referred to as a "Subsequent Recovery"), the Class Certificate Balance of each  
class of certificates that has been previously reduced by Applied Realized Loss 
Amounts will be increased, in order of seniority, by the amount of the          
Subsequent Recoveries (but not in excess of the Unpaid Realized Loss Amount for 
the applicable class of Subordinated Certificates for the related distribution  
date). Any Subsequent Recovery that is received during a Prepayment Period will 
be treated as Liquidation Proceeds and included as part of the Principal        
Remittance Amount for the related distribution date.                            

      On any distribution date, any shortfalls resulting from the application of
the Relief Act and any prepayment interest shortfalls not covered by            
Compensating Interest payments from the servicer (as further described in "The  
Pooling and Servicing Agreement--Prepayment Interest Shortfalls" in this        
prospectus supplement) will be allocated first to reduce the amounts otherwise  
distributable on the Class X certificates, and thereafter as a reduction to the 
Accrued Certificate Interest for the Offered Certificates on a pro rata basis   
based on the respective amounts of interest accrued on those certificates for   
that distribution date. The holders of the Offered Certificates will not be     
entitled to reimbursement for the allocation of any Relief Act shortfalls or    
prepayment interest shortfalls described in the preceding sentence.             

Allocation of Principal Payments to Class A Certificates                        

     All principal allocated to the holders of the Class A certificates on any
distribution date will be allocated concurrently, between the Class A-1         
certificates (the "Group I Class A Certificates"), on the one hand, and the     
Class A-2a, Class A-2b, Class A-2c and Class A-2d certificates (collectively,   
the "Group II Class A Certificates"), on the other hand, based on the Class A   
Principal Allocation Percentage for the Group I Class A Certificates and the    
Group II Class A Certificates, as applicable, for that distribution date. The   
Group I Class A Certificates and the Group II Class A Certificates are each a   
"Class A Certificate Group." However, if the Class Certificate Balances of the  
Class A certificates in either Class A Certificate Group are reduced to zero,   
then the remaining amount of principal allocable to such Class A certificates on
that distribution date, and the amount of principal allocable to the Class A    
certificates on all subsequent distribution dates, will be allocated to the     
holders of the Class A certificates in the other Class A Certificate Group      
remaining outstanding, in accordance with the principal allocations described in
this paragraph, until their respective Class Certificate Balances have been     
reduced to zero. Any payments of principal to the Group I Class A Certificates  
will be made first from payments relating to the group I mortgage loans, and any
payments of principal to the Group II Class A Certificates will be made first   
from payments relating to the group II mortgage loans.                          

      Any principal distributions allocated to the Group II Class A Certificates
are required to be allocated sequentially, first to the Class A-2a certificates,
until their Class Certificate Balance has been reduced to zero, then to the     
Class A-2b certificates, until their Class Certificate Balance has been reduced 
to zero, then to the Class A-2c certificates, until their Class Certificate     
Balance has been reduced to zero, and then to the Class A-2d certificates, until
their Class Certificate Balance has been reduced to zero. However, on and after 
the distribution date on which the aggregate Class Certificate Balances of the  
Subordinated Certificates and the principal balance of the Class X certificates 
have been reduced to zero, any principal distributions allocated to the Group II
Class A Certificates are required to be allocated pro rata among the classes of 
Group II Class A Certificates, based on their respective Class Certificate      
Balances, until their respective Class Certificate Balances have been reduced to
zero.                                                                           

Swap Account                                                                    

     On or prior to any distribution date, during which the interest rate swap
agreement is in effect, Swap Termination Payments, Net Swap Payments owed to the
Swap Provider and Net Swap Receipts for that distribution date will be deposited
into a trust account (the "Swap Account") established by the trustee as part of 
the trust fund. Funds in the Swap Account will be distributed in the following  
order of priority:                                                              

            (a) to the Swap Provider, all Net Swap Payments, if any, owed to the
Swap Provider for that distribution date;                           

          (b) to the Swap Provider, any Swap Termination Payment, including,
     without limitation, any Senior Defaulted Swap Termination Payment but not
including any other Defaulted Swap Termination Payment for that     
distribution date;                                                  

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            (c) to the Class A certificates, to pay Accrued Certificate Interest
      and, if applicable, any Unpaid Interest Amounts as described in clause (i)
in the eighth full paragraph of "--Distributions of Interest and    
Principal" above, to the extent unpaid from Available Funds;        

            (d) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates, in
      that order, to pay Accrued Certificate Interest and, if applicable, Unpaid
     Interest Amounts as described in clauses (i) and (iii) in the eighth full
  paragraph of "--Distributions of Interest and Principal" above, to the
extent unpaid from Available Funds;                                 

           (e) to the Offered Certificates, to pay principal as described and,
    in the same manner and order of priority as set forth, in clause (ii)(A)
or clause (ii)(B), as applicable, in the eighth full paragraph of   
     "--Distributions of Interest and Principal" above, but only to the extent
      necessary to restore the Subordinated Amount at the Specified Subordinated
 Amount as a result of prior or current Realized Losses not previously
reimbursed, after giving effect to payments and distributions from  
Available Funds;                                                    

           (f) to the Class A certificates, to pay any Basis Risk CarryForward
Amounts pro rata, based on their Class Certificate Balances for such
  distribution date, up to the Swap Payment Allocation for each class of
Class A certificates and to the extent unpaid from Available Funds  
(including funds on deposit in the Excess Reserve Fund Account);    

            (g) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates, to
      pay any Basis Risk CarryForward Amounts, up to the Swap Payment Allocation
for each class of Class M and Class B certificates and to the extent
 unpaid from Available Funds (including funds on deposit in the Excess
Reserve Fund Account);                                              

        (h) to the Offered Certificates, any remaining unpaid Basis Risk
     CarryForward Amount, pro rata, based on their respective remaining unpaid
  Basis Risk CarryForward Amount after the allocation of payments as set
forth in clauses (f) and (g) above;                                 

            (i) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 certificates, to
     pay any Unpaid Realized Loss Amounts, to the extent unpaid from Available
Funds;                                                              

         (j) to the Swap Provider, any Defaulted Swap Termination Payment,
    other than a Senior Defaulted Swap Termination Payment, owed to the Swap
Provider for that distribution date; and                            

     (k) to the holders of the Class X certificates, any remaining
amounts.                                                            

    In the event that the trust enters into a replacement interest rate swap
agreement following the occurrence of an additional termination event resulting 
from a ratings downgrade of the Swap Provider, and the trust is entitled to     
receive a payment from a replacement Swap Provider, the trustee will direct the 
replacement Swap Provider to make such payment to the Swap Account. Any Senior  
Defaulted Swap Termination Payment will be made from the Swap Account to the    
Swap Provider immediately upon receipt of such payment, regardless of whether   
the date of receipt is a distribution date. If any Replacement Swap Provider    
Payment is made to an account other than the Swap Account, then, any Senior     
Defaulted Swap Termination Payment will be paid to the Swap Provider immediately
upon receipt of such Replacement Swap Provider Payment, regardless of whether   
the date of receipt is a distribution date. The Swap Provider will have first   
priority to any Replacement Swap Provider Payment over the payment by the trust 
to certificateholders, the servicer, the responsible party, the trustee or any  
other person.                                                                   

  In the event that the trust receives a Swap Termination Payment, and a
successor Swap Provider cannot be obtained, then the trustee will be required to
deposit any Swap Termination Payment into the reserve account that is a         
sub-account of the Swap Account. On each subsequent distribution date (so long  
as funds are available in such reserve account), the trustee will be required to
withdraw from the reserve account and deposit into the Swap Account an amount   
equal to the amount of any Net Swap Receipt due the trust (calculated in        
accordance with the terms of the original interest rate swap agreement) and     
treat such amount as a Net Swap Receipt for purposes of determining the         
distributions from the Swap Account. The remaining amount in the reserve account
will remain in                                                                  

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that account and not treated as a Swap Termination Payment for purposes of      
determining the distributions from the Swap Account until the final distribution
date.                                                                           

The "Swap Payment Allocation" for any class of certificates and any 
distribution date is that class's pro rata share of the Net Swap Receipts, if   
any, for that distribution date, based on the Class Certificate Balances of the 
classes of certificates.                                                        

The Swap Account will not be an asset of any REMIC.                 

Calculation of One-Month LIBOR                                                  

On each LIBOR Determination Date, the trustee will be required to   
determine One-Month LIBOR for the next Interest Accrual Period for the Offered  
Certificates.                                                                   

Excess Reserve Fund Account                                                     

    The "Basis Risk Payment" for any distribution date will be the aggregate
of the Basis Risk CarryForward Amounts, for that date. However, the payment with
respect to any distribution date cannot exceed the amount otherwise             
distributable on the Class X certificates or payable from the Swap Account.     

If on any distribution date, the Pass-Through Rate for any class of 
Offered Certificates is based upon the Group I Loan Cap, the Group II Loan Cap  
or the WAC Cap, as applicable, the sum of (x) the excess of (i) the amount of   
Accrued Certificate Interest that class of certificates would otherwise have    
been distributable on that distribution date had the Pass-Through Rate not been 
subject to the Group I Loan Cap, the Group II Loan Cap or the WAC Cap, over (ii)
the amount of Accrued Certificate Interest that class of certificates received  
on that distribution date, based on the lesser of (1) the Group I Loan Cap or   
the Group II Loan Cap, as applicable, and (2) the WAC Cap and (y) the unpaid    
portion of any such excess described in clause (x) from prior distribution dates
(and related accrued interest at the then applicable Pass-Through Rate on that  
class of certificates, without giving effect the Group I Loan Cap, the Group II 
Loan Cap or the WAC Cap, as applicable) is the "Basis Risk CarryForward Amount" 
on those classes of certificates. Any Basis Risk CarryForward Amount on any     
class of certificates will be allocated on that distribution date or future     
distribution dates from and to the extent of funds available for distribution to
that class of certificates in the Excess Reserve Fund Account, with respect to  
that distribution date (each as described in this prospectus supplement) and    
from Net Swap Receipts that are available for payment of Basis Risk CarryForward
Amounts from the Swap Account. The ratings on the certificates do not address   
the likelihood of the payment of any Basis Risk CarryForward Amount.            

    Pursuant to the pooling and servicing agreement, an account (referred to
as the "Excess Reserve Fund Account") will be established, which is held in     
trust, as part of the trust fund, by the trustee. Amounts on deposit in the     
Excess Reserve Fund Account will not be invested. The Excess Reserve Fund       
Account will not be an asset of any REMIC. Holders of each of the Offered       
Certificates will be entitled to receive payments from the Excess Reserve Fund  
Account, in the manner described in this prospectus supplement, in an amount    
equal to any Basis Risk CarryForward Amount for that class of certificates. The 
Excess Reserve Fund Account is required to be funded from amounts otherwise to  
be paid to the Class X certificates. Any distribution by the trustee from       
amounts in the Excess Reserve Fund Account is required to be made on the        
applicable distribution date. Any Basis Risk CarryForward Amounts remaining     
after amounts in the Excess Reserve Fund Account are used are payable from the  
Swap Account in the priority specified in "--Swap Account" above.               

Interest Rate Swap Agreement                                                    

On the closing date, the trust will enter into an interest rate swap
agreement with MSCS, as Swap Provider. Under the interest rate swap agreement,  
with respect to the first 55 distribution dates, the trust will pay to the Swap 
Provider fixed payments at a rate of 5.00% per annum, determined on a "30/360"  
basis (or, in the case of the first distribution date, the number of days in the
period from the closing date to the day immediately preceding the first         
distribution date, determined on a "30/360" basis), and the Swap Provider will  
pay to the trust, floating payments at a rate of one-month LIBOR (as determined 
pursuant to the interest rate swap agreement), determined on an "actual/360"    
basis, in each case calculated on the product of the scheduled notional amount  
and the multiplier set forth on the schedule attached as Annex II to this       
prospectus supplement for that distribution date. To the extent that            

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a fixed payment exceeds the floating payment payable with respect to any of the 
first 55 distribution dates, amounts otherwise available to certificateholders  
will be applied on such distribution date to make a net payment to the Swap     
Provider (each, a "Net Swap Payment"), and to the extent that the floating      
payment exceeds the fixed payment payable with respect to any of the first 55   
distribution dates, the Swap Provider will owe a net payment to the trust on    
such distribution date (each, a "Net Swap Receipt").                            

All payments due to the Swap Provider under the interest rate swap  
agreement shall be paid from Available Funds on each applicable distribution    
date in accordance with the priority of payments described under                
"--Distributions of Interest and Principal" above. Any Swap Termination Payment 
(as defined below) other than a Defaulted Swap Termination Payment (as defined  
below) due to the Swap Provider shall be paid on a senior basis on each         
applicable distribution date in accordance with the priority of payments and any
Defaulted Swap Termination Payment owed by the trust to the Swap Provider shall 
be paid by the trust on a subordinated basis. However, to the extent any        
payments are received by the trust as a result of entering into replacement     
transaction(s) following a Downgrade Terminating Event (as defined below), the  
Swap Provider that is being replaced shall have first priority to those payments
over certificateholders, the servicer and the trustee (which payments are to be 
deposited in the Swap Account), and the trust shall pay from the Swap Account to
the Swap Provider the lesser of (x) the amount so received and (y) any Swap     
Termination Payment owed to the Swap Provider (to the extent not already paid by
the trust) that is being replaced immediately upon receipt. See "--Distributions
of Interest and Principal" above.                                               

     A "Swap Termination Payment" is a termination payment required to be made
by either the trust or the Swap Provider pursuant to the interest rate swap     
agreement as a result of termination of the interest rate swap agreement.       

The interest rate swap agreement can be terminated upon an event of 
default under that agreement or an early termination event under that agreement.
Events of default under the interest rate swap agreement include, among other   
things, the following:                                                          

o     failure to pay,                                               

o     bankruptcy and insolvency events, and                         

o     a merger by the Swap Provider without an assumption of its    
obligations under the interest rate swap agreement.     

    Early termination events under the interest rate swap agreement include,
among other things:                                                             

     o     illegality (which generally relates to changes in law causing it to
          become unlawful for either party (or its guarantor, if applicable)
            to perform its obligations under the interest rate swap agreement or
guaranty, as applicable),                               

      o     a tax event (which generally relates to either party to the interest
            rate swap agreement receiving a payment under the interest rate swap
           agreement from which an amount has been deducted or withheld for or
           on account of taxes or paying an additional amount on account of an
indemnifiable tax),                                     

  o     a tax event upon merger (which generally relates to either party
       receiving a payment under the interest rate swap agreement from
          which an amount has been deducted or withheld for or on account of
           taxes or paying an additional amount on account of an indemnifiable
tax, in each case, resulting from a merger),            

   o     upon the irrevocable direction to dissolve or otherwise terminate
            the trust following which all assets of the trust will be liquidated
   and the proceeds of such liquidation will be distributed to
certificateholders,                                     

   o     upon the exercise of the optional termination of the trust by the
servicer as described under "The Pooling and Servicing  
Agreement--Termination; Optional Clean-up Call," and    

    o     the pooling and servicing agreement is amended without the consent
        of the Swap Provider and such amendment materially and adversely
affects the rights or interests of the Swap Provider.   

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"Defaulted Swap Termination Payment" means any termination payment  
required to be made by the trust to the Swap Provider pursuant to the interest  
rate swap agreement as a result of an event of default under the interest rate  
swap agreement with respect to which the Swap Provider is the defaulting party  
or a termination event under that agreement (other than illegality or a tax     
event of the Swap Provider) with respect to which the Swap Provider is the sole 
affected party or with respect to a termination resulting from a Substitution   
Event (as described below).                                                     

 In addition to the termination events specified above, it shall be an
additional termination event under the interest rate swap agreement (such event,
a "Downgrade Terminating Event") if (x) any of the rating agencies downgrades   
the Swap Provider (or its guarantor) below the Required Swap Counterparty Rating
or Moody's or Fitch withdraws its ratings of the Swap Provider (or its          
guarantor) and (y) at least one of the following events has not occurred (except
to the extent otherwise approved by the rating agencies):                       

      (1) within the time period specified in the interest rate swap
      agreement with respect to such downgrade, the Swap Provider shall transfer
the interest rate swap agreement, in whole, but not in part, to a   
      counterparty that satisfies the Required Swap Counterparty Rating, subject
to the satisfaction of the Rating Agency Condition;                 

      (2) within the time period specified in the interest rate swap
agreement with respect to such downgrade, the Swap Provider shall   
      collateralize its exposure to the trust pursuant to an ISDA Credit Support
Annex, subject to the satisfaction of the Rating Agency Condition;  
provided that such ISDA Credit Support Annex shall be made a credit 
  support document for the Swap Provider pursuant to an amendment to the
interest rate swap agreement;                                       

      (3) within the time period specified in the interest rate swap
 agreement with respect to such downgrade, the obligations of the Swap
    Provider under the interest rate swap agreement shall be guaranteed by a
  person or entity that satisfies the Required Swap Counterparty Rating,
subject to the satisfaction of the Rating Agency Condition; or      

      (4) within the time period specified in the interest rate swap
  agreement with respect to such downgrade, the Swap Provider shall take
      such other steps, if any, to enable the trust to satisfy the Rating Agency
Condition.                                                          

    It shall also be an additional termination event under the interest rate
swap agreement if the Swap Provider (or its guarantor) has its rating by S&P    
withdrawn, has a rating of less than "BBB-" or "A-3," if applicable, by S&P, has
a rating of less than "BBB-" or "F3," if applicable, by Fitch (if rated by      
Fitch), or has a rating of less than or equal to "A3" or "P-2," if applicable,  
by Moody's, and within the time period specified in the interest rate swap      
agreement, the Swap Provider, while collateralizing its exposure to the trust,  
(A) fails to transfer the interest rate swap agreement at its sole cost and     
expense, in whole, but not in part, to a replacement counterparty that satisfies
the Required Swap Counterparty Rating, subject to satisfaction of the Rating    
Agency Condition and (B) fails to obtain a guaranty of, or a contingent         
agreement of, another person that satisfies the Required Swap Counterparty      
Rating, subject to satisfaction of the Rating Agency Condition (a "Substitution 
Event").                                                                        

If the trust is unable to or, if applicable, chooses not to obtain a
substitute interest rate swap agreement in the event that the interest rate swap
agreement is terminated, interest distributable on the certificates will be paid
from amounts received on the mortgage loans without the benefit of an interest  
rate swap agreement or a substitute interest rate swap agreement.               

   On or after the closing date and so long as the Rating Agency Condition
has been satisfied, (i) the trust may, with the consent of the Swap Provider,   
assign or transfer all or a portion of the interest rate swap agreement, (ii)   
the Swap Provider may assign its obligations under the interest rate swap       
agreement to any institution, (iii) the interest rate swap agreement may be     
amended and/or (iv) the interest rate swap agreement may be terminated or       
replaced.                                                                       

   The interest rate swap agreement is scheduled to terminate by its terms
following the distribution date in October 2010 and upon termination of the     
interest rate swap agreement no further amounts will be paid to the Swap        
Provider by the trust and no further amounts will be paid to the trust by the   
Swap Provider.                                                                  

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    We believe that MSCS's maximum probable exposure under the interest rate
swap agreement is less than 10% of the aggregate Stated Principal Balance of the
mortgage loans as of the cut-off date.                                          

Overcollateralization Provisions                                                

      The pooling and servicing agreement requires that the Total Monthly Excess
Spread, if any, on each distribution date be applied as an accelerated payment  
of principal of the Offered Certificates, but only to the limited extent        
described below.                                                                

  The application of Total Monthly Excess Spread to the payment of Extra
Principal Distribution Amount to the class or classes of certificates then      
entitled to distributions of principal has the effect of accelerating the       
amortization of those certificates relative to the amortization of the related  
mortgage loans. The portion, if any, of the Available Funds not required to be  
distributed to holders of the Offered Certificates or paid to the Swap Account  
as described above on any distribution date will be paid to the holders of the  
Class X certificates and will not be available on any future distribution date  
to cover Extra Principal Distribution Amounts or Basis Risk CarryForward        
Amounts, Unpaid Interest Amounts or Unpaid Realized Loss Amounts.               

 With respect to any distribution date, the excess, if any, of (a) the
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over (b) the aggregate Class Certificate Balance of the Offered            
Certificates as of that date (after taking into account the distribution of the 
Principal Remittance Amount on those certificates on that distribution date) is 
the "Subordinated Amount" as of that distribution date. The pooling and         
servicing agreement requires that the Total Monthly Excess Spread be applied as 
an accelerated payment of principal on the certificates then entitled to receive
distributions of principal to the extent that the Specified Subordinated Amount 
exceeds the Subordinated Amount as of that distribution date (the excess is     
referred to as a "Subordination Deficiency"). Any amount of Total Monthly Excess
Spread actually applied as an accelerated payment of principal is an "Extra     
Principal Distribution Amount." The required level of the Subordinated Amount   
with respect to a distribution date is the "Specified Subordinated Amount" and  
is set forth in the definition of Specified Subordinated Amount in the          
"Glossary" in this prospectus supplement. As described above, the Specified     
Subordinated Amount may, over time, decrease, subject to certain floors and     
triggers. If a Trigger Event (as defined in the "Glossary" in this prospectus   
supplement) exists, the Specified Subordinated Amount may not "step down." Total
Monthly Excess Spread (only to the extent needed to maintain the Specified      
Subordinated Amount) will then be applied to the payment of principal of the    
class or classes of certificates then entitled to distributions of principal    
during the period that a Trigger Event exists.                                  

      In the event that a Specified Subordinated Amount is permitted to decrease
or "step down" on a distribution date in the future, the pooling and servicing  
agreement provides that some or all of the principal that would otherwise be    
distributed to the holders of the Offered Certificates on that distribution date
will be distributed to the holders of the Class X certificates on that          
distribution date (to the extent not required to pay Unpaid Interest Amounts,   
Unpaid Realized Loss Amounts or Basis Risk CarryForward Amounts to the Offered  
Certificates or a Defaulted Swap Termination Payment owed to the Swap Provider) 
until the Excess Subordinated Amount is reduced to zero. This has the effect of 
decelerating the amortization of the Offered Certificates relative to the       
amortization of the mortgage loans, and of reducing the related Subordinated    
Amount. With respect to any distribution date, the excess, if any, of (a) the   
Subordinated Amount on that distribution date over (b) the Specified            
Subordinated Amount is the "Excess Subordinated Amount." If, on any distribution
date on or after the Stepdown Date on which a Trigger Event does not exist, the 
Excess Subordinated Amount is, after taking into account all other distributions
and allocations to be made on that distribution date, greater than zero (i.e.,  
the related Subordinated Amount is or would be greater than the related         
Specified Subordinated Amount), then any amounts relating to principal which    
would otherwise be distributed to the holders of the Offered Certificates on    
that distribution date will instead be distributed to the holders of the Class X
certificates (to the extent not required to pay Unpaid Interest Amounts, Unpaid 
Realized Loss Amounts or Basis Risk CarryForward Amounts to the Offered         
Certificates or a Defaulted Swap Termination Payment to MSCS, as swap provider) 
in an amount equal to the lesser of (x) the Excess Subordinated Amount and (y)  
the Net Monthly Excess Cash Flow (referred to as the "Subordination Reduction   
Amount" for that distribution date). The "Net Monthly Excess Cash Flow" is the  
amount of Available Funds remaining on a distribution date after the amount     
necessary to make all payments of interest and principal to the Offered         
Certificates and amounts required to be paid to the MSCS, as swap provider, on  
that distribution date (other than Defaulted Swap Termination Payments).        

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Reports to Certificateholders                                                   

    On each distribution date the trustee will make available to each holder
of an Offered Certificate a distribution report, based on information provided  
to the trustee by the servicer and the swap provider, a statement containing the
following:                                                                      

   o     the amount of the distribution allocable to principal, separately
         identifying the aggregate amount of any principal prepayments and
Liquidation Proceeds included in that distribution;     

  o     the amount of the distribution allocable to interest, any Unpaid
        Interest Amounts included in such distribution and any remaining
         Unpaid Interest Amounts after giving effect to such distribution,
         any Basis Risk CarryForward Amount for such distribution date and
    the amount of all Basis Risk CarryForward Amounts covered by
withdrawals from the Excess Reserve Fund Account on such
distribution date;                                      

     o     if the distribution to the holders of such class of certificates is
     less than the full amount that would be distributable to such
 holders if there were sufficient funds available for such
           distribution, the amount of the shortfall and the allocation of the
        shortfall as between principal and interest, including any Basis
     Risk CarryForward Amount not covered by amounts in the Excess
Reserve Fund Account;                                   

   o     the Class Certificate Balance of each class of certificates after
           giving effect to the distribution of principal on such distribution
date;                                                   

      o     the aggregate Stated Principal Balance of the mortgage loans for the
following distribution date;                            

o     the amount of the expenses and fees paid to or retained by the
            servicer and paid to or retained by the trustee with respect to such
distribution date;                                      

o     the Pass-Through Rate for each such class of certificates with
respect to such distribution date;                      

o     the amount of advances included in the distribution on such   
          distribution date and the aggregate amount of advances reported by
         the servicer (and the trustee as successor servicer and any other
            successor servicer, if applicable) as outstanding as of the close of
     business on the Determination Date immediately preceding such
distribution date;                                      

     o     the number and aggregate outstanding principal balances of mortgage
          loans (1) as to which the scheduled payment is Delinquent 31 to 60
        days, 61 to 90 days, 91 to 120 days, 121 to 150 days, 151 to 180
           days, 181 to 210 days, 211 to 240 days and 240+ days, (2) that have
            become REO Property, (3) that are in foreclosure and (4) that are in
            bankruptcy, in each case as of the close of business on the last day
of the related Due Period;                              

      o     for each of the preceding 12 calendar months, or all calendar months
        since the related cut-off date, whichever is less, the aggregate
          dollar amount of the scheduled payments (A) due on all outstanding
          mortgage loans on each of the Due Dates in each such month and (B)
        Delinquent 60 days or more on each of the Due Dates in each such
month;                                                  

      o     with respect to all mortgage loans that became REO properties during
           the preceding calendar month, the aggregate number of such mortgage
         loans and the aggregate Stated Principal Balance of such mortgage
         loans as of the close of business on the last Business Day of the
immediately preceding month;                            

   o     the total number and principal balance of any REO properties (and
           market value, if available) as of the close of business on the last
Business Day of the immediately preceding month;        

   o     whether a Trigger Event has occurred and is continuing (including
         the calculation demonstrating the existence of the Trigger Event)
         and the aggregate outstanding balance of all mortgage loans 60 or
more days Delinquent;                                   

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 o     the amount on deposit in the Excess Reserve Fund Account (after
  giving effect to distributions on such distribution date);

    o     in the aggregate and for each class of certificates, the aggregate
   amount of Applied Realized Loss Amounts incurred during the
            preceding calendar month and aggregate Applied Realized Loss Amounts
through such distribution date;                         

     o     the amount of any Net Monthly Excess Cash Flow on such distribution
            date and the allocation of it to the certificateholders with respect
         to Unpaid Interest Amounts, Unpaid Realized Loss Amounts or Basis
Risk CarryForward Amounts;                              

o     the Subordinated Amount and Specified Subordinated Amount;    

o     Prepayment Premiums collected by the servicer;                

      o     the percentage equal to the aggregate realized losses divided by the
          aggregate Stated Principal Balance of the mortgage loans as of the
cut-off date;                                           

o     the amount distributed on the Class X certificates;           

     o     the amount of any Subsequent Recoveries for such distribution date;

o     the Record Date for such distribution date; and               

      o     updated mortgage loan information, such as weighted average interest
rate, and weighted average remaining term.              

      The trustee will provide the monthly distribution report via the trustee's
internet website. The trustee's website will initially be located at            
https://www.tss.db.com/invr and assistance in using the website can be obtained 
by calling the trustee's investor relations desk at 1-800-735-7777. Parties that
are unable to use the website are entitled to have a paper copy mailed to them  
via first class mail by calling the investor relations desk and requesting a    
copy. As a condition to access the trustee's internet website, the trustee may  
require registration and the acceptance of a disclaimer. The trustee will have  
the right to change the way the monthly statements to certificateholders are    
distributed in order to make such distribution more convenient and/or more      
accessible to the above parties and the trustee will provide timely and adequate
notification to all above parties regarding any such changes. The trustee will  
not be liable for the dissemination of information in accordance with the       
pooling and servicing agreement.                                                

     The trustee will also be entitled to rely on, but will not be responsible
for, the content or accuracy of any information provided by third parties for   
purposes of preparing the monthly distribution report and may affix to that     
report any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party to the pooling and servicing
agreement).                                                                     

 THE POOLING AND SERVICING AGREEMENT

General                                                                         

The pooling and servicing agreement will be entered into among the  
depositor, the servicer, the trustee and NC Capital, as responsible party. The  
pooling and servicing agreement will govern the rights and responsibilities of  
the parties responsible for administering the issuing entity.                   

 Pursuant to the pooling and servicing agreement, the servicer will be
required to use the same care as it customarily employs in servicing and        
administering similar mortgage loans for its own account, in accordance with    
customary and standard mortgage servicing practices of mortgage lenders and loan
servicers administering similar mortgage loans and in accordance with the terms 
of the pooling and servicing agreement.                                         

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Subservicers                                                                    

     The servicer may enter into subservicing agreements with subservicers for
the servicing and administration of the mortgage loans. However, no subservicing
agreement will take effect until 30 days after written notice is received by    
both the trustee and the depositor. The terms of any subservicing agreement may 
not be inconsistent with any of the provisions of the pooling and servicing     
agreement. Any subservicing agreement will include the provision that such      
agreement may be immediately terminated by the depositor or the trustee without 
fee, in accordance with the terms of the pooling and servicing agreement, in the
event that the servicer, for any reason, is no longer servicer (including       
termination due to a servicer event of default).                                

The servicer will remain obligated and primarily liable to the      
certificateholder for the servicing and administering of the mortgage loans in  
accordance with the provisions of the pooling and servicing agreement without   
diminution of such obligation or liability by virtue of the subservicing        
agreements or arrangements or by virtue of indemnification from the subservicer.
The servicer will be solely liable for all fees owed by it to any subservicer,  
regardless of whether the servicer's compensation is sufficient to pay the      
subservicer fees.                                                               

Servicing and Trustee Fees and Other Compensation and Payment of Expenses       

As compensation for its activities as servicer under the pooling and
servicing agreement, the servicer will be entitled to the servicing fee, which  
will be retained by the servicer or payable monthly from amounts on deposit in  
the collection account. The servicing fee for each distribution date will be an 
amount equal to one-twelfth of the servicing fee rate for each mortgage loan    
serviced by the servicer multiplied by the Stated Principal Balance of the      
mortgage loan as of the prior distribution date (or the cut-off date in the case
of the first distribution date). See "Description of the                        
Certificates--Administration Fees" in this prospectus supplement. In addition,  
the servicer will be entitled to receive, as additional servicing compensation, 
to the extent permitted by applicable law and the related mortgage notes, any   
late payment charges, modification fees, assumption fees, non-sufficient fund   
fees or similar items related to the mortgage loans. The servicer will also be  
entitled to withdraw from the collection account any net interest or other      
income earned on deposits in the collection account. In addition, the servicer  
will be entitled to retain any Prepayment Interest Excesses related to the      
mortgage loans for any distribution date to the extent they are not required to 
offset prepayment interest shortfalls resulting from principal prepayments in   
full that are received by the servicer during the period from the 16th day      
through the last day of the month prior to that distribution date (or the entire
prior calendar month, in the case of the first distribution date). See          
"--Prepayment Interest Shortfalls" below. The servicer will be responsible for  
any losses relating to the investment of funds in the collection account. The   
servicer will be required to pay all expenses incurred by it in connection with 
its servicing activities under the pooling and servicing agreement and is not   
entitled to reimbursement for such expenses except as specifically provided in  
the pooling and servicing agreement.                                            

As compensation for its activities as trustee under the pooling and 
servicing agreement, the trustee will be entitled with respect to each mortgage 
loan to the trustee fee, which will be remitted to the trustee monthly by the   
servicer from amounts on deposit in the collection account. The trustee fee will
be an amount equal to one-twelfth of the trustee fee rate for each mortgage loan
on the Stated Principal Balance of such mortgage loan as of the first day of the
related Interest Accrual Period. See "Description of the                        
Certificates--Administration Fees" in this prospectus supplement. In addition to
the trustee fee, the trustee and/or the servicer will be entitled to the benefit
of any net interest or other income earned on deposits in the distribution      
account.                                                                        

P&I Advances and Servicing Advances                                             

   P&I Advances. The servicer (including the trustee as successor servicer
and any other successor servicer, if applicable) is required to make P&I        
Advances on each Servicer Remittance Date with respect to each mortgage loan it 
services (other than with respect to the principal portion of any balloon       
payments), subject to its determination in its good faith business judgment that
such advance would be recoverable. Such P&I Advances by the servicer are        
reimbursable to the servicer subject to certain conditions and restrictions, and
are intended to provide sufficient funds for the payment of interest to the     
holders of the certificates. Notwithstanding the servicer's determination in its
good faith business judgment that a P&I Advance was recoverable when made, if a 
P&I Advance becomes a nonrecoverable advance, the servicer will be entitled to  
reimbursement for that advance from the trust fund. See "Description of the     
Certificates--Payments on the Mortgage Loans" in this prospectus supplement.    

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Servicing Advances. The servicer is required to advance amounts with respect to 
the mortgage loans it services subject to its determination that such advance   
would be recoverable, constituting "out-of-pocket" costs and expenses relating  
to:                                                                             

 o     the preservation, restoration, inspection and protection of the
mortgaged property,                                     

  o     enforcement or judicial proceedings, including foreclosures, and

o     certain other customary amounts described in the pooling and  
servicing agreement.                                    

     These servicing advances by the servicer are reimbursable to the servicer
subject to certain conditions and restrictions. In the event that,              
notwithstanding the servicer's good faith determination at the time the         
servicing advance was made, that it would be recoverable, the servicing advance 
becomes a nonrecoverable advance, the servicer will be entitled to reimbursement
for that advance from the trust fund.                                           

     Recovery of Advances. The servicer may recover P&I Advances and servicing
advances to the extent permitted by the pooling and servicing agreement,        
including from the collection of principal and interest on the mortgage loans   
that is not required to be remitted in the month of receipt on the Servicer     
Remittance Date, or, if not recovered from such collections or from the         
mortgagor on whose behalf such servicing advance or P&I Advance was made, from  
late collections on the related mortgage loan, including Liquidation Proceeds,  
Condemnation Proceeds, Insurance Proceeds and such other amounts as may be      
collected by the servicer from the mortgagor or otherwise relating to the       
mortgage loan. In the event a P&I Advance or a servicing advance becomes a      
nonrecoverable advance, the servicer may be reimbursed for such advance from the
collection account.                                                             

  The servicer will not be required to make any P&I Advance or servicing
advance which it determines would be a nonrecoverable P&I Advance or            
nonrecoverable servicing advance. A P&I Advance or servicing advance is         
"nonrecoverable" if in the good faith business judgment of the servicer (as     
stated in an officer's certificate of the servicer delivered to the trustee),   
the P&I Advance or servicing advance would not ultimately be recoverable from   
collections on or proceeds of the related mortgage loan.                        

Prepayment Interest Shortfalls                                                  

In the event of any voluntary principal prepayments in full on any  
mortgage loans during any Prepayment Period (excluding any payments made upon   
liquidation of any mortgage loan), the servicer will be obligated to pay, by no 
later than the Servicer Remittance Date in the following month, compensating    
interest, without any right of reimbursement, for the amount of shortfalls in   
interest collections resulting from those full voluntary principal prepayments. 
The amount of compensating interest payable by the servicer will be equal to the
difference between the interest paid by the applicable mortgagors for that month
in connection with the prepayments in full and thirty days' interest on the     
related mortgage loans, but only to the extent of the servicing fee payable to  
the servicer for that distribution date ("Compensating Interest"). The amount of
those shortfalls (for those mortgage loans that prepay in full from the 16th day
of the month preceding the month in which the distribution date occurs, or from 
the first day of the preceding calendar month in the case of the first          
distribution date, through the end of that preceding month) will be first netted
against the amount of interest received on mortgage loans serviced by the       
servicer that prepay from the 1st day of the month in which the distribution    
date occurs through the 15th day of that month representing interest that       
accrued on those mortgage loans during that period ("Prepayment Interest        
Excesses").                                                                     

Servicer Reports                                                                

 On a date preceding the applicable distribution date, the servicer is
required to deliver to the trustee and the depositor a servicer remittance      
report setting forth the information necessary for the trustee to make the      
distributions set forth under "Description of the Certificates--Distributions of
Interest and Principal" in this prospectus supplement and containing the        
information to be included in the distribution report for that distribution date
delivered by the trustee. The servicer is required to deliver to the depositor, 
the trustee and the rating agencies in March of each year, starting in 2007, an 
officer's certificate stating that:                                             

 o     a review of the activities of the servicer during the preceding
        calendar year and of performance under the pooling and servicing
     agreement has been made under such officer's supervision; and

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    o     to the best of such officer's knowledge, based on such review, the
  servicer has fulfilled in all material respects all of its
            obligations under the pooling and servicing agreement for such year,
         or, if there has been a failure to fulfill any such obligation in
        any material respect, specifying each such failure known to such
       officer and the nature and status of the failure, including the
steps being taken by the servicer to remedy the failure.

      In addition, in March of each year, starting in 2007, the servicer and the
trustee will be required to deliver an assessment of compliance with applicable 
servicing criteria that contains the following:                                 

    o     a statement of the party's responsibility for assessing compliance
with the servicing criteria applicable to it;           

 o     a statement that the party used the criteria in Item 1122(d) of
     Regulation AB (17 CFR 229.1122) to assess compliance with the
applicable servicing criteria;                          

    o     the party's assessment of compliance with the applicable servicing
     criteria during and as of the end of the prior calendar year,
          setting forth any material instance of noncompliance identified by
the party; and                                          

    o     a statement that a registered public accounting firm has issued an
           attestation report on the party's assessment of compliance with the
           applicable servicing criteria during and as of the end of the prior
calendar year.                                          

   Each party that is required to deliver an assessment of compliance will
also be required to simultaneously deliver an attestation report of a registered
public accounting firm that expresses an opinion, or states that an opinion     
cannot be expressed, concerning the party's assessment of compliance with the   
applicable servicing criteria. You may obtain copies of these statements and    
reports without charge upon written request to the trustee at the address       
provided in this prospectus supplement.                                         

Collection and Other Servicing Procedures                                       

     The servicer will be responsible for making reasonable efforts to collect
all payments called for under the mortgage loans and will, consistent with the  
provisions of the pooling and servicing agreement, follow such collection       
procedures as it follows with respect to loans held for its own account that are
comparable to the mortgage loans. Consistent with the above, the servicer may   
(i) waive any late payment charge or, if applicable, any penalty interest or    
(ii) extend the due dates for the monthly payments for a period of not more than
180 days, subject to the provisions of the pooling and servicing agreement.     

  The servicer will be required to act with respect to mortgage loans in
default, or as to which default is reasonably foreseeable, in accordance with   
procedures set forth in the pooling and servicing agreement. These procedures   
among other things, may result in (i) foreclosing on the mortgage loan, (ii)    
accepting the deed to the related mortgaged property in lieu of foreclosure,    
(iii) granting the borrower under the mortgage loan a modification or           
forbearance, which may consist of waiving, modifying or varying any term of such
mortgage loan (including modifications that would change the mortgage interest  
rate, forgive the payment of principal or interest, or extend the final maturity
date of such mortgage loan) or (iv) accepting payment from the borrower of an   
amount less than the principal balance of the mortgage loan in final            
satisfaction of the mortgage loan. In addition, the final maturity date of any  
mortgage loan may not be extended beyond the Final Scheduled Distribution Date  
for the Offered Certificates.                                                   

     The servicer will be required to accurately and fully report its borrower
payment histories to three national credit repositories in a timely manner with 
respect to each mortgage loan.                                                  

If a mortgaged property has been or is about to be conveyed by the  
mortgagor, the servicer will be obligated to accelerate the maturity of the     
mortgage loan, unless the servicer, in its sole business judgment, believes it  
is unable to enforce that mortgage loan's "due-on-sale" clause under applicable 
law or that such enforcement is not in the best interest of the trust fund. If  
it reasonably believes it may be restricted for any reason from enforcing such a
"due-on-sale" clause or that such enforcement is not in the best interest of the
trust fund, the servicer may enter into an assumption and modification agreement
with the person to whom such property has been or is about to be conveyed,      
pursuant to which such person becomes liable under the mortgage note.           

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Any fee collected by the servicer for entering into an assumption   
agreement will be retained by the servicer as additional servicing compensation.
In connection with any such assumption, the mortgage interest rate borne by the 
mortgage note relating to each mortgage loan may not be decreased. For a        
description of circumstances in which the servicer may be unable to enforce     
"due-on-sale" clauses, see "Material Legal Aspects of the Loans--Due-on-Sale    
Clauses" in the accompanying prospectus.                                        

Hazard Insurance                                                                

 The servicer is required to cause to be maintained for each mortgaged
property securing any mortgage loan a hazard insurance policy with coverage     
which contains a standard mortgagee's clause in an amount equal to the least of 
(a) the maximum insurable value of such mortgaged property, (b) the amount      
necessary to fully compensate for any damage or loss to the improvements that   
are a part of such property on a replacement cost basis or (c) the outstanding  
principal balance of such mortgage loan, but in no event may such amount be less
than is necessary to prevent the borrower from becoming a coinsurer under the   
policy. As set forth above, all amounts collected by the servicer under any     
hazard policy, except for amounts to be applied to the restoration or repair of 
the mortgaged property or released to the borrower in accordance with the       
servicer's normal servicing procedures, to the extent they constitute net       
Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds, will         
ultimately be deposited in the collection account. The ability of the servicer  
to assure that hazard insurance proceeds are appropriately applied may be       
dependent on its being named as an additional insured under any hazard insurance
policy, or upon the extent to which information in this regard is furnished to  
that servicer by a borrower. The pooling and servicing agreement provides that  
the servicer may satisfy its obligation to cause hazard policies to be          
maintained by maintaining a blanket policy issued by an insurer acceptable to   
the rating agencies, insuring against losses on the mortgage loans. If such     
blanket policy contains a deductible clause, the servicer is obligated to       
deposit in the collection account the sums which would have been deposited in   
the collection account but for such clause.                                     

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements on the property by fire,  
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil     
commotion, subject to the conditions and exclusions specified in each policy.   
Although the policies relating to the mortgage loans will be underwritten by    
different insurers under different state laws in accordance with different      
applicable state forms and therefore will not contain identical terms and       
conditions, the terms of the policies are dictated by respective state laws, and
most such policies typically do not cover any physical damage resulting from the
following: war, revolution, governmental actions, floods and other              
weather-related causes, earth movement, including earthquakes, landslides and   
mudflows, nuclear reactions, 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 hazard insurance policies covering the mortgaged properties typically
contain a co-insurance clause which in effect requires the insured at all times 
to carry insurance of a specified percentage, generally 80% to 90%, of the full 
replacement value of the improvements on the property in order to recover the   
full amount of any partial loss. If the insured's coverage falls below this     
specified percentage, such clause generally provides that the insurer's         
liability in the event of partial loss does not exceed the greater of (x) the   
replacement cost of the improvements less physical depreciation or (y) such     
proportion of the loss as the amount of insurance carried bears to the specified
percentage of the full replacement cost of such improvements.                   

     Since residential properties, generally, have historically appreciated in
value over time, if the amount of hazard insurance maintained on the            
improvements securing the mortgage loans were to decline as the principal       
balances owing on the improvements decreased, hazard insurance proceeds could be
insufficient to restore fully the damaged property in the event of a partial    
loss.                                                                           

Realization Upon Defaulted Mortgage Loans                                       

    The servicer will be required to foreclose upon, or otherwise comparably
convert to ownership, mortgaged properties securing such of the mortgage loans  
as come into default when, in the opinion of the servicer, no satisfactory      
arrangements can be made for the collection of delinquent payments. In          
connection with such foreclosure or other conversion, the servicer will follow  
such practices as it deems necessary or advisable and as are in keeping with the
servicer's general loan servicing activities and the pooling and servicing      
agreement; provided,                                                            

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that the servicer will not be required to expend its own funds in connection    
with foreclosure or other conversion, correction of a default on a senior       
mortgage or restoration of any property unless the servicer believes such       
foreclosure, correction or restoration will increase net Liquidation Proceeds   
and that such expenses will be recoverable by the servicer.                     

With respect to any second-lien mortgage loan for which the related 
first-lien mortgage loan is not included in the mortgage loan pool, if, after   
such mortgage loan becomes 180 days Delinquent, the servicer determines that a  
significant net recovery is not possible through foreclosure, the mortgage loan 
may be charged off and the mortgage loan will be treated as a liquidated        
mortgage loan, giving rise to a Realized Loss.                                  

Removal and Resignation of the Servicer                                         

      The trustee may, and, at the direction of the majority of voting rights in
the certificates, is required to, remove the servicer upon the occurrence and   
continuation beyond the applicable cure period of an event described in clauses 
(a), (b), (c), (d), (e), (f) and (g) below. Each of the following constitutes a 
"servicer event of default":                                                    

           (a) any failure by the servicer to remit to the trustee any payment
  required to be made by the servicer under the terms of the pooling and
 servicing agreement, which continues unremedied for two business days
   after the date upon which written notice of such failure, requiring the
     same to be remedied, is given to the servicer by the depositor or trustee
or to the servicer, the depositor and the trustee by the holders of 
certificates entitled to at least 25% of the voting rights in the   
certificates; or                                                    

      (b) any failure on the part of the servicer to duly observe or
    perform in any material respect any other of the covenants or agreements
on the part of the servicer contained in the pooling and servicing  
agreement, which continues unremedied for a period of 60 days (or a 
shorter period applicable to certain provisions in the pooling and  
   servicing agreement) after the earlier of (i) the date on which written
     notice of such failure requiring the same to be remedied, is given to the
   servicer by the depositor or trustee, or to the servicer, the depositor
      and the trustee by any holders of certificates entitled to at least 25% of
   the voting rights in the certificates and (ii) actual knowledge of such
failure by a servicing officer of the servicer; or                  

           (c) a decree or order of a court or agency or supervisory authority
  having jurisdiction in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or for the   
     appointment of a conservator or receiver or liquidator in any insolvency,
  readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs, is
   entered against the servicer and such decree or order remains in force,
undischarged or unstayed for a period of 60 days; or                

        (d) the servicer consents to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,     
marshalling of assets and liabilities or similar proceedings of or  
     relating to the servicer or of or relating to all or substantially all of
the servicer's property; or                                         

         (e) the servicer admits in writing its inability generally to pay
  its debts as they become due, file a petition to take advantage of any
    applicable insolvency or reorganization statute, makes an assignment for
the benefit of its creditors, or voluntarily suspends payment of its
obligations; or                                                     

        (f) any breach of a representation and warranty of the servicer,
which materially and adversely affects the interests of the         
    certificateholders and which continues unremedied for a period of thirty
    days after the date upon which written notice of such breach is given to
 the servicer by the trustee or the depositor, or to the servicer, the
  trustee or the depositor by the holders of certificates entitled to at
least 25% of the voting rights in the certificates; or              

      (g) any withdrawal or downgrade of two or more levels of Wells
     Fargo's servicer rating by any rating agency that results in a downgrade,
  qualification or withdrawal of the rating assigned to any class of the
certificates by any rating agency.                                  

Except in the limited circumstances permitted under the pooling and 
servicing agreement, the servicer may not assign its obligations under the      
pooling and servicing agreement or resign from the obligations and duties       
imposed on it by the pooling and servicing agreement except by mutual consent of
the servicer, the depositor and the trustee                                     

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or upon the determination that the servicer's duties under the pooling and      
servicing agreement are no longer permissible under applicable law and such     
incapacity cannot be cured by the servicer without the incurrence of            
unreasonable expense. No such resignation will become effective until a         
successor has assumed the servicer's responsibilities and obligations in        
accordance with the pooling and servicing agreement.                            

      Upon removal or resignation of the servicer in accordance with the pooling
and servicing agreement, the trustee will be the successor servicer to the      
servicer. The trustee, as successor servicer, will be obligated to make P&I     
Advances and servicing advances and certain other advances unless it determines 
reasonably and in good faith that such advances would not be recoverable. If,   
however, the trustee is unwilling or unable to act as successor servicer, or if 
the holders of certificates entitled to at least a majority of the voting rights
in the certificates so request, the trustee is required to appoint, or petition 
a court of competent jurisdiction to appoint, in accordance with the provisions 
of the pooling and servicing agreement, any established mortgage loan servicing 
institution acceptable to the rating agencies as such successor servicer in the 
assumption of all or any part of the responsibilities, duties or liabilities of 
the predecessor servicer.                                                       

Any successor to the servicer will be required to give notice to the
borrowers of such change of servicer, in accordance with applicable federal and 
state law, and will be required, during the term of its service as a servicer,  
to maintain in force the insurance policy or policies that the servicer is      
required to maintain.                                                           

    The servicer and any successor servicer will at all times be required to
be a Fannie Mae-approved and Freddie Mac-approved seller/servicer in good       
standing, maintain a net worth of at least $30,000,000 (as determined in        
accordance with generally accepted accounting principles), and maintain its     
license to do business or service residential mortgage loans in any             
jurisdictions in which the mortgaged properties related to mortgage loans that  
it is servicing are located and which require such licensing.                   

   The trustee, as successor servicer, and any other successor servicer is
entitled to the same reimbursement for advances and no more than the same       
servicing compensation (including income earned on the collection account) as   
the servicer or such greater compensation if consented to by the rating agencies
rating the Offered Certificates and a majority of the certificateholders. See   
"--Servicing and Trustee Fees and Other Compensation and Payment of Expenses"   
above.                                                                          

Eligibility Requirements for Trustee; Resignation and Removal of Trustee        

The trustee must be a corporation or association organized and doing
business under the laws of a state or the United States of America, authorized  
under such laws to exercise corporate trust powers. The trustee must have a     
combined capital and surplus of at least $50,000,000, be subject to supervision 
or examination by federal or state authority and have a credit rating that would
not cause any of the rating agencies to reduce their respective then current    
ratings of the certificates. In case at any time the trustee ceases to be       
eligible, the trustee will resign in the manner and with the effect as specified
below.                                                                          

     The trustee may at any time resign as trustee by giving written notice of
resignation to the depositor, the servicer and each rating agency not less than 
60 days before the date specified in such notice, when such resignation is to   
take effect, and acceptance by a successor trustee meeting the trustee          
eligibility requirements. If no successor trustee meeting the eligibility       
requirements has been so appointed and has accepted appointment within 30 days  
after the giving of such notice or resignation, the resigning trustee may       
petition any court of competent jurisdiction for the appointment of a successor 
trustee.                                                                        

      If at any time the trustee ceases to meet the eligibility requirements and
fails to resign after written request by the depositor, or if at any time the   
trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or
a receiver of the trustee or of its property is appointed, or any public officer
takes charge or control of the trustee or of its property or affairs for the    
purpose of rehabilitation, conservation or liquidation, or a tax is imposed with
respect to the trust by any state in which the trustee or the trust is located  
and the imposition of such tax would be avoided by the appointment of a         
different trustee, then the depositor or the servicer may remove the trustee and
appoint a successor trustee.                                                    

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   The holders of certificates entitled to a majority of the voting rights
may at any time remove the trustee and appoint a successor trustee by written   
instrument or instruments, signed by such holders or their attorneys-in-fact    
duly authorized.                                                                

    Any resignation or removal of the trustee and appointment of a successor
trustee will become effective upon acceptance of appointment by the successor   
trustee.                                                                        

Termination; Optional Clean-up Call                                             

   The servicer may, at its option, purchase all of the mortgage loans and
REO properties and terminate the trust on any distribution date when the        
aggregate Stated Principal Balance of the mortgage loans, as of the last day of 
the related Due Period, is equal to or less than 10% of the aggregate Stated    
Principal Balance of the mortgage loans as of the cut-off date. The purchase    
price for the mortgage loans will be an amount equal to the sum of (i) 100% of  
the unpaid principal balance of each mortgage loan (other than mortgage loans   
related to any REO property) plus accrued and unpaid interest on those mortgage 
loans at the applicable interest rate, (ii) 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 servicer at its expense 
plus accrued and unpaid interest on the related mortgage loans at the applicable
interest rates and (y) the unpaid principal balance of each mortgage loan       
related to any REO property plus accrued and unpaid interest on those mortgage  
loans at the applicable interest rate and (iii) any Swap Termination Payment    
owed to MSCS. That purchase of the mortgage loans and REO properties would      
result in the payment on that distribution date of the final distribution on the
Offered Certificates. Notwithstanding the foregoing, pursuant to the pooling and
servicing agreement, the servicer will be permitted to exercise the option to   
purchase the mortgage loans only if one of the following conditions is met: (i) 
after distribution of the proceeds of that purchase to the certificateholders   
(other than the holders of the Class X, Class P and Class R certificates), the  
distribution of the remaining proceeds to the Class X and Class P certificates  
will be sufficient to pay the outstanding principal amount of and accrued and   
unpaid interest on any class of debt securities then outstanding that is rated  
by one or more rating agencies and backed by the Class X and Class P            
certificates ("Net Interest Margin Securities"), or (ii) (A) prior to that      
purchase, the servicer remits to the trustee an amount that, together with the  
purchase price specified in the second sentence of this paragraph, will be      
sufficient to pay the outstanding principal amount of and accrued and unpaid    
interest on the Net Interest Margin Securities, and (B) the trustee remits that 
amount directly to the indenture trustee under the indenture creating the Net   
Interest Margin Securities.                                                     

 The trust also is required to terminate upon notice to the trustee of
either the later of: (i) the distribution to certificateholders of the final    
payment or collection with respect to the last mortgage loan, or (ii) the       
disposition of all funds with respect to the last mortgage loan and the         
remittance of all funds due under the pooling and servicing agreement; provided,
however, that in no event will the trust established by the pooling and         
servicing agreement terminate later than twenty-one years after the death of the
last surviving lineal descendant of the person named in the pooling and         
servicing agreement.                                                            

   The pooling and servicing agreement requires the servicer to direct the
trustee to send a notice of final distribution to each certificateholder in the 
event that there are no outstanding mortgage loans and no other funds or assets 
in the trust fund other than the funds in the collection account. The trustee   
will be required to promptly send the notice of final distribution by letter to 
certificateholders mailed not later than the 15th day of the month of such final
distribution. Any such notice of final distribution will be required to specify 
(a) the distribution date upon which final distribution on the certificates will
be made upon presentation and surrender of certificates at the office designated
in the notice, (b) the amount of such final distribution, (c) the location of   
the office or agency at which such presentation and surrender must be made, and 
(d) that the Record Date otherwise applicable to such distribution date is not  
applicable, distributions being made only upon presentation and surrender of the
certificates at the office specified in the notice.                             

      In the event a notice of final distribution is given, the servicer will be
required to remit all funds in the collection account to the trustee for deposit
in the distribution account on the business day prior to the applicable         
distribution date in an amount equal to the final distribution in respect of the
certificates. Upon final deposit with respect to the trust fund and the receipt 
by the trustee of a request for release of the mortgage loan files, the trustee 
will be required to promptly release to the servicer or its designee the        
mortgage loan files.                                                            

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    Upon presentation and surrender of the certificates, the trustee will be
required to cause to be distributed to the certificateholders of each class     
(after reimbursement of all amounts due to the servicer, the depositor and the  
trustee pursuant to the pooling and servicing agreement) (i) its Class          
Certificate Balance plus accrued interest in the case of an interest bearing    
certificate and all other amounts to which such classes are entitled and (ii) as
to the Class R certificateholders, the amount, if any, which remains on deposit 
in the distribution account (other than the amounts retained to meet claims)    
after application pursuant to clause (i) above.                                 

In the event that any affected certificateholder does not surrender 
certificates for cancellation within six months after the date specified in the 
notice of final distribution, the trustee will be required to give a second     
written notice to the remaining certificateholders to surrender their           
certificates for cancellation and receive the final distribution. If within six 
months after the second notice all the applicable certificates have been        
surrendered for cancellation, the trustee may take appropriate steps, or may    
appoint an agent to take appropriate steps, to contact the remaining            
certificateholders concerning surrender of their certificates, and the related  
costs will be paid out of the funds and other assets which remain a part of the 
trust fund. If within one year after the second notice all certificates have not
been surrendered for cancellation, the Class R certificateholders will be       
entitled to all unclaimed funds and other assets of the trust fund.             

Certain Matters Regarding the Depositor, the Servicer and the Trustee           

    The pooling and servicing agreement provides that none of the depositor,
the servicer, the trustee or any of their respective directors, officers,       
employees or agents will be under any liability to the certificateholders for   
any action taken, or for refraining from the taking of any action, in good faith
pursuant to the pooling and servicing agreement, or for errors in judgment.     
However, none of the depositor, the servicer or the trustee will be protected   
against liability arising from any breach of representations or warranties made 
by it or from any liability which may be imposed by reason of the depositor's,  
the servicer's or the trustee's, as the case may be, willful misfeasance, bad   
faith or negligence (or gross negligence in the case of the depositor) in the   
performance of its duties or by reason of its reckless disregard of obligations 
and duties under the pooling and servicing agreement.                           

    The depositor, the servicer, the trustee and their respective directors,
officers, employees or agents will be indemnified by the trust fund and held    
harmless against any loss, liability or expense incurred in connection with (i) 
any audit, controversy or judicial proceeding relating to a governmental taxing 
authority or any legal action relating to the pooling and servicing agreement or
(ii) incurred in connection with the performance of their respective duties     
pursuant to the pooling and servicing agreement, the swap agreement or the      
certificates, other than any loss, liability or expense incurred by reason of   
the depositor's, the servicer's or the trustee's, as the case may be, willful   
misfeasance, bad faith or negligence (or gross negligence in the case of the    
depositor) in the performance of its duties or by reason its reckless disregard 
of obligations and duties under the pooling and servicing agreement.            

     None of the depositor, the servicer or the trustee is obligated under the
pooling and servicing agreement to appear in, prosecute or defend any legal     
action that is not incidental to its respective duties which in its opinion may 
involve it in any expense or liability, provided that, in accordance with the   
provisions of the pooling and servicing agreement, the depositor, the servicer  
and the trustee, as applicable, may undertake any action any of them deem       
necessary or desirable in respect of (i) the rights and duties of the parties to
the pooling and servicing agreement and (ii) with respect to actions taken by   
the depositor, the interests of the trustee and the certificateholders. In the  
event the depositor, the servicer or the trustee undertakes any such action, the
legal expenses and costs of such action and any resulting liability will be     
expenses, costs and liabilities of the trust fund, and the depositor, the       
servicer and the trustee will be entitled to be reimbursed for such expenses,   
costs and liabilities out of the trust fund.                                    

Amendment                                                                       

   The pooling and servicing agreement may be amended from time to time by
the depositor, the responsible party, the servicer and the trustee by written   
agreement, without notice to, or consent of, the holders of the Offered         
Certificates, to cure any ambiguity or mistake, to correct any defective        
provision or supplement any provision in the pooling and servicing agreement    
which may be inconsistent with any other provision, to add to the duties of the 
depositor or the servicer, or to comply with any requirements in the Code. The  
pooling and servicing agreement may also be amended to add any other provisions 
with respect to matters or questions arising under the pooling and servicing    
agreement, or to modify, alter, amend, add to or rescind any of the terms or    
provisions contained in the                                                     

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pooling and servicing agreement; provided, that such amendment will not         
adversely affect in any material respect the interest of any holder of the      
Offered Certificates, as evidenced by (i) an opinion of counsel delivered to,   
but not obtained at the expense of, the trustee, confirming that the amendment  
will not adversely affect in any material respect the interests of any holder of
the Offered Certificates or (ii) a letter from each rating agency confirming    
that such amendment will not cause the reduction, qualification or withdrawal of
the then current ratings of the certificates.                                   

   The pooling and servicing agreement may be amended from time to time by
the depositor, the responsible party, the servicer and the trustee, with the    
consent of holders of certificates evidencing percentage interests aggregating  
not less than 66-2/3% of each class of certificates affected by the amendment   
for the purpose of adding any provisions to or changing in any manner or        
eliminating any of the provisions of the pooling and servicing agreement or of  
modifying in any manner the rights of the holders of the certificates; provided,
however, that no such amendment will (i) reduce in any manner the amount of, or 
delay the timing of, payments required to be distributed on any certificate     
without the consent of the holder of that certificate, (ii) adversely affect in 
any material respect the interests of the holders of any class of certificates  
in a manner other than as described in clause (i) above without the consent of  
the holders of certificates of that class evidencing percentage interests       
aggregating not less than 66-2/3% of that class, or (iii) reduce the percentage 
of the certificates whose holders are required to consent to any such amendment 
without the consent of the holders of 100% of the certificates then outstanding.

 PREPAYMENT AND YIELD CONSIDERATIONS

Structuring Assumptions                                                         

 The prepayment model used in this prospectus supplement represents an
assumed rate of prepayment each month relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those mortgage loans. 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 related mortgage loans. With respect  
to the fixed rate mortgage loans, the prepayment assumption assumes a constant  
prepayment rate of approximately 4% per annum of the then outstanding principal 
balance of the mortgage loans in the first month of the life of the related     
mortgage loans and approximately an additional 1.2667% per annum (precisely     
19%/15 expressed as a percentage) in each month thereafter until the sixteenth  
month. Beginning in the sixteenth month and in each month thereafter during the 
life of the related mortgage loans, the prepayment assumption assumes a constant
prepayment rate of 23% per annum each month. The prepayment assumption with     
respect to the adjustable rate mortgage loans assumes a constant prepayment rate
of 28% per annum each month.                                                    

 Since the tables were prepared on the basis of the assumptions in the
following paragraph, there are discrepancies between the characteristics of the 
actual mortgage loans and the characteristics of the mortgage loans assumed in  
preparing the tables. Any discrepancy may have an effect upon the percentages of
the Class Certificate Balances outstanding and weighted average lives of the    
Offered Certificates set forth in the tables. In addition, since the actual     
mortgage loans in the trust fund have characteristics which differ from those   
assumed in preparing the tables set forth below, the distributions of principal 
on the Offered Certificates may be made earlier or later than as indicated in   
the tables.                                                                     

Unless otherwise specified, the information in the tables in this   
prospectus supplement has been prepared on the basis of the following assumed   
characteristics of the mortgage loans and the following additional assumptions  
which collectively are the structuring assumptions:                             

   o     the closing date for the Offered Certificates occurs on March 30,
2006;                                                   

    o     distributions on the certificates are made on the 25th day of each
          month, commencing in April 2006, in accordance with the priorities
described in this prospectus supplement;                

o     the mortgage loan prepayment rates with respect to the assumed
  mortgage loans are a multiple of the applicable prepayment
       assumption as stated in the table under the heading "Prepayment
Scenarios" under "--Decrement Tables" below;            

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     o     prepayments include 30 days' interest on the related mortgage loan;

   o     the optional termination is not exercised (except with respect to
the weighted average life to call);                     

     o     the Specified Subordinated Amount is initially as specified in this
         prospectus supplement and thereafter decreases in accordance with
the provisions in this prospectus supplement;           

      o     with respect to each adjustable rate mortgage loan, (a) the interest
           rate for each mortgage loan is adjusted on its next rate Adjustment
         Date (and on subsequent Adjustment Dates, if necessary) to a rate
     equal to the Gross Margin plus the Loan Index (subject to the
            applicable periodic rate cap and minimum and maximum interest rate),
           (b) the Loan Index remains constant at 5.05%, and (c) the scheduled
          monthly payment on the mortgage loans is adjusted to equal a fully
           amortizing payment (except, with respect to mortgage loans that are
           interest-only for a period of time, during that period of time, and
balloon mortgage loans);                                

o     One-Month LIBOR remains constant at 4.80%;                    

o     no delinquencies or defaults in the payment by mortgagors of  
        principal of and interest on the mortgage loans are experienced;

 o     no Swap Termination Payments are paid or received by the trust;

 o     scheduled payments of interest and/or principal on the mortgage
            loans are received on the first day of each month, commencing in the
            calendar month following the month in which the closing date occurs,
          and are computed prior to giving effect to prepayments received on
the last day of the prior month;                        

  o     prepayments represent prepayments in full of individual mortgage
           loans and are received on the last day of each month, commencing in
the calendar month in which the closing date occurs;    

o     the initial Class Certificate Balance of each class of Offered
         Certificates is as set forth on the cover page of this prospectus
supplement;                                             

   o     the mortgage loans accrue interest on the basis of a 360-day year
consisting of twelve 30-day months;                     

o     interest accrues on each class of Offered Certificates at the 
   applicable Pass-Through Rate set forth or described in this
prospectus supplement; and                              

o     the assumed mortgage loans have the approximate initial       
characteristics described below:                        

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                                                        [Enlarge/Download Table]

                              Original                   Cut-off                                         
                              Interest                     Date                 Original                 
                                Only      Cut-off Date    Gross      Expense   Amortization              
                               Period      Principal     Mortgage      Fee        Term                   
Group  Type     Index Name    (Months)    Balance ($)     Rate (%)   Rate (%)   (Months)                 
-----  ----    -------------  --------  --------------   ---------   --------  ------------              
                                                                                                         
  1     ARM    6 Month LIBOR     0        4,490,073.12     7.308      0.520       480                    
  1     ARM    6 Month LIBOR     0        2,844,162.72     8.298      0.520       480                    
  1     ARM    6 Month LIBOR     0          409,651.09     9.259      0.520       480                    
  1     ARM    6 Month LIBOR     0       80,213,612.01     7.723      0.520       480                    
  1     ARM    6 Month LIBOR     0        2,297,012.40     8.491      0.520       480                    
  1     ARM    6 Month LIBOR     0       14,788,631.22     8.720      0.520       480                    
  1     ARM    6 Month LIBOR     0        3,023,840.31     8.635      0.520       480                    
  1     ARM    6 Month LIBOR     0          164,513.51     9.325      0.520       480                    
  1     ARM    6 Month LIBOR     0        2,103,143.77     8.556      0.520       480                    
  1     ARM    6 Month LIBOR     0          599,658.66     9.425      0.520       480                    
  1     ARM    6 Month LIBOR     0          800,354.08     7.921      0.520       480                    
  1     ARM    6 Month LIBOR     0          196,876.51     9.100      0.520       480                    
  1     ARM    6 Month LIBOR     0        3,742,819.33     7.862      0.520       480                    
  1     ARM    6 Month LIBOR     0          492,697.67     8.710      0.520       480                    
  1     ARM    6 Month LIBOR     0          889,510.62     7.044      0.520       480                    
  1     ARM    6 Month LIBOR     0           90,865.95    10.800      0.520       480                    
  1     ARM    6 Month LIBOR     0          136,317.18     6.450      0.520       480                    
  1     ARM    6 Month LIBOR     0          207,684.29     7.050      0.520       480                    
  1     ARM    6 Month LIBOR     0      141,858,650.77     7.806      0.520       360                    
  1     ARM    6 Month LIBOR     60      26,027,058.19     7.245      0.520       360                    
  1     ARM    6 Month LIBOR     60       7,309,868.13     7.638      0.520       360                    
  1     ARM    6 Month LIBOR     60      10,668,432.82     7.220      0.520       360                    
  1     ARM    6 Month LIBOR     0       57,271,474.24     8.481      0.520       360                    
  1     ARM    6 Month LIBOR     60       1,129,230.49     7.744      0.520       360                    
  1     ARM    6 Month LIBOR     60         387,841.80     6.698      0.520       360                    
  1     ARM    6 Month LIBOR     60       2,276,649.99     7.340      0.520       360                    
  1     ARM    6 Month LIBOR     0        7,580,351.23     8.209      0.520       360                    
  1     ARM    6 Month LIBOR     0        8,587,170.60     8.419      0.520       360                    
  1     ARM    6 Month LIBOR     60         940,400.00     7.382      0.520       360                    
  1     ARM    6 Month LIBOR     0        9,995,262.63     8.620      0.520       360                    
  1     ARM    6 Month LIBOR     60         156,800.00     7.350      0.520       360                    
  1     ARM    6 Month LIBOR     60       8,726,290.98     8.169      0.520       360                    
  1     ARM    6 Month LIBOR     60         628,609.00     7.482      0.520       360                    
  1     ARM    6 Month LIBOR     0       11,252,373.81     8.239      0.520       360                    
  1     ARM    6 Month LIBOR     60         643,999.99     7.343      0.520       360                    
  1     ARM    6 Month LIBOR     60         403,400.00     6.450      0.520       360                    
  1     ARM    6 Month LIBOR     60         361,500.00     7.822      0.520       360                    
  1     ARM    6 Month LIBOR     0        3,832,723.71     8.072      0.520       359                    
  1     ARM    6 Month LIBOR     60         145,120.00     8.500      0.520       360                    
  1     ARM    6 Month LIBOR     0        2,390,201.52     7.343      0.520       360                    
  1     ARM    6 Month LIBOR     0        1,719,578.49     7.308      0.520       360                    
  1     ARM    6 Month LIBOR     60         116,250.00     6.800      0.520       360                    
  1     ARM    6 Month LIBOR     60         253,054.00     7.097      0.520       360                    
  1     ARM    6 Month LIBOR     60         575,200.00     6.450      0.520       360                    
  1     ARM    6 Month LIBOR     0        3,436,167.47     7.582      0.520       359                    


        Remaining     Stated                            Rate                            Current   Next   
       Amortization  Remaining    Gross   Next Rate   Adjustment   Gross      Gross    Periodic  Periodic
          Term         Term       Margin  Adjustment  Frequency     Life       Life      Rate     Rate   
Group   (Months)     (Months)      (%)    (Months)    (Months)    Floor (%)   Cap (%)   Cap (%)  Cap (%) 
-----  ------------  ---------    ------  ----------  ----------  ---------   -------  --------  ------- 
                                                                                                         
  1       477          357        6.222      33          6          7.308     14.308     1.500    1.500  
  1       477          357        6.043      33          6          8.298     15.298     1.500    1.500  
  1       477          357        6.138      33          6          9.259     16.259     1.500    1.500  
  1       477          357        6.105      21          6          7.723     14.723     1.500    1.500  
  1       477          357        6.182      21          6          8.491     15.491     1.500    1.500  
  1       477          357        6.138      21          6          8.720     15.720     1.500    1.500  
  1       477          357        6.100      21          6          8.635     15.635     1.500    1.500  
  1       477          357        6.200      21          6          9.325     16.325     1.500    1.500  
  1       477          357        6.100      21          6          8.556     15.556     1.500    1.500  
  1       477          357        5.950      21          6          9.425     16.425     1.500    1.500  
  1       477          357        6.032      21          6          7.921     14.921     1.500    1.500  
  1       477          357        5.950      21          6          9.100     16.100     1.500    1.500  
  1       477          357        6.022      21          6          7.862     14.862     1.500    1.500  
  1       477          357        6.037      21          6          8.710     15.710     1.500    1.500  
  1       477          357        5.950      21          6          7.044     14.044     1.500    1.500  
  1       477          357        5.950      21          6          10.800    17.800     1.500    1.500  
  1       477          357        5.950      33          6          6.450     13.450     1.500    1.500  
  1       477          357        5.950      33          6          7.050     14.050     1.500    1.500  
  1       357          357        6.176      21          6          7.805     14.803     1.500    1.500  
  1       357          357        6.055      21          6          7.245     14.245     1.500    1.500  
  1       357          357        5.966      33          6          7.638     14.625     1.494    1.494  
  1       357          357        6.032      33          6          7.220     14.220     1.500    1.500  
  1       357          357        6.119      21          6          8.481     15.440     1.483    1.483  
  1       356          356        5.967      20          6          7.744     14.744     1.500    1.500  
  1       357          357        6.013      33          6          6.698     13.698     1.500    1.500  
  1       357          357        6.100      21          6          7.340     14.340     1.500    1.500  
  1       357          357        6.183      21          6          8.209     15.209     1.500    1.500  
  1       357          357        6.105      21          6          8.419     15.361     1.500    1.500  
  1       357          357        5.950      21          6          7.382     14.382     1.500    1.500  
  1       357          357        6.070      21          6          8.620     15.562     1.500    1.500  
  1       357          357        5.950      33          6          7.350     14.350     1.500    1.500  
  1       357          357        6.084      21          6          8.169     15.169     1.500    1.500  
  1       355          355        5.933      31          6          7.482     14.482     1.500    1.500  
  1       357          357        6.139      21          6          8.239     15.239     1.500    1.500  
  1       357          357        6.073      33          6          7.343     14.343     1.500    1.500  
  1       357          357        5.950      33          6          6.450     13.450     1.500    1.500  
  1       357          357        5.950      33          6          7.822     14.822     1.500    1.500  
  1       356          356        6.136      21          6          8.072     15.072     1.500    1.500  
  1       357          357        6.200      21          6          8.500     15.500     1.500    1.500  
  1       356          356        6.192      20          6          7.343     14.343     1.500    1.500  
  1       357          357        6.147      21          6          7.308     14.308     1.500    1.500  
  1       357          357        5.950      21          6          6.800     13.800     1.500    1.500  
  1       357          357        5.950      21          6          7.097     14.097     1.500    1.500  
  1       357          357        5.950      21          6          6.450     13.450     1.500    1.500  
  1       356          356        6.085      33          6          7.582     14.582     1.500    1.500  

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                              Original                   Cut-off                                         
                              Interest                     Date                 Original                 
                                Only      Cut-off Date    Gross      Expense   Amortization              
                               Period      Principal     Mortgage      Fee        Term                   
Group  Type     Index Name    (Months)    Balance ($)     Rate (%)   Rate (%)   (Months)                 
-----  ----    -------------  --------  --------------   ---------   --------  ------------              
                                                                                                         
  1     ARM    6 Month LIBOR     0        6,086,498.23     8.345      0.520       360                    
  1     ARM    6 Month LIBOR     0          198,334.87     7.850      0.520       360                    
  1     ARM    6 Month LIBOR     0          641,035.70     9.330      0.520       360                    
  1     ARM    6 Month LIBOR     0          448,926.31     7.779      0.520       360                    
  1     ARM    6 Month LIBOR     0          334,298.14     8.051      0.520       360                    
  1     ARM    6 Month LIBOR     60         333,999.00     6.150      0.520       360                    
  1     ARM    6 Month LIBOR     0          174,664.61     8.275      0.520       360                    
  1     ARM    6 Month LIBOR     0        1,120,694.41     8.240      0.520       360                    
  1     ARM    6 Month LIBOR     0          311,251.00     7.907      0.520       360                    
  1     ARM    6 Month LIBOR     0          133,946.01     9.039      0.520       360                    
  1     ARM    6 Month LIBOR     0          209,440.82     7.100      0.520       360                    
  1     ARM    6 Month LIBOR     24         951,394.53     6.263      0.520       360                    
  1     ARM    6 Month LIBOR     24         249,050.00     7.650      0.520       360                    
  1     FRM         N/A          0       11,582,599.53     7.436      0.520       480                    
  1     FRM         N/A          0          409,450.21     8.292      0.520       480                    
  1     FRM         N/A          0        1,072,169.32     8.438      0.520       480                    
  1     FRM         N/A          0          519,098.56     8.189      0.520       480                    
  1     FRM         N/A          0          661,949.73     8.489      0.520       480                    
  1     FRM         N/A          0          140,352.66     8.995      0.520       480                    
  1     FRM         N/A          0          522,591.20     8.350      0.520       480                    
  1     FRM         N/A          0          167,806.88     7.000      0.520       480                    
  1     FRM         N/A          0          162,180.34     8.550      0.520       480                    
  1     FRM         N/A          0       56,538,521.75     7.327      0.520       360                    
  1     FRM         N/A          0        7,767,177.01     8.223      0.520       360                    
  1     FRM         N/A          0        4,032,980.13     8.231      0.520       360                    
  1     FRM         N/A          0        2,734,627.28     7.252      0.520       179                    
  1     FRM         N/A          0        1,189,297.25     8.191      0.520       360                    
  1     FRM         N/A          0          198,524.33     8.850      0.520       180                    
  1     FRM         N/A          0        1,294,162.27     6.821      0.520       240                    
  1     FRM         N/A          0          292,249.41     8.512      0.520       240                    
  1     FRM         N/A          0        3,372,391.64     8.566      0.520       359                    
  1     FRM         N/A          0          416,924.56     9.355      0.520       180                    
  1     FRM         N/A          0          204,596.09     9.550      0.520       360                    
  1     FRM         N/A          0          996,086.14     7.977      0.520       360                    
  1     FRM         N/A          0          265,966.97     9.131      0.520       360                    
  1     FRM         N/A          0          320,112.11     9.271      0.520       180                    
  1     FRM         N/A          0          341,179.35     8.600      0.520       360                    
  1     FRM         N/A          0          856,279.29     8.637      0.520       360                    
  1     FRM         N/A          0          340,975.16     7.500      0.520       360                    
  1     FRM         N/A          0          460,083.88     7.652      0.520       360                    
  1     FRM         N/A          0          632,484.27     7.652      0.520       360                    
  1     FRM         N/A          0          174,416.76     7.700      0.520       300                    
  1     FRM         N/A          0          115,549.22     7.450      0.520       360                    
  1     FRM         N/A          0           91,524.57     8.350      0.520       300                    
  1     FRM         N/A          0           85,697.43    8.8000      0.5200      180                    
  1     FRM         N/A          0          165,102.72    7.2000      0.5200      120                    
  1     FRM         N/A          0           74,662.34    6.9500      0.5200      240                    


        Remaining     Stated                            Rate                            Current   Next   
       Amortization  Remaining    Gross   Next Rate   Adjustment   Gross      Gross    Periodic  Periodic
          Term         Term       Margin  Adjustment  Frequency     Life       Life      Rate     Rate   
Group   (Months)     (Months)      (%)    (Months)    (Months)    Floor (%)   Cap (%)   Cap (%)  Cap (%) 
-----  ------------  ---------    ------  ----------  ----------  ---------   -------  --------  ------- 
                                                                                                         
  1       357          357        6.081      33          6          8.345     15.298     1.487    1.487  
  1       357          357        6.200      33          6          7.850     14.850     1.500    1.500  
  1       356          356        6.330      32          6          9.330     16.330     1.500    1.500  
  1       357          357        6.157      33          6          7.779     14.779     1.500    1.500  
  1       357          357        6.078      33          6          8.051     15.051     1.500    1.500  
  1       357          357        5.950      33          6          6.150     13.150     1.500    1.500  
  1       357          357        6.200      21          6          8.275     15.275     1.500    1.500  
  1       357          357        5.947      21          6          8.240     15.240     1.500    1.500  
  1       357          357        6.200      21          6          7.907     14.907     1.500    1.500  
  1       357          357        6.059      33          6          9.039     16.039     1.500    1.500  
  1       357          357        5.950      33          6          7.100     14.100     1.500    1.500  
  1       354          354        5.883      18          6          6.263     13.263     1.500    1.500  
  1       355          355        6.200      19          6          7.650     14.650     1.500    1.500  
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       176          176         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       176          176         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       234          234         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       355          355         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       297          297         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       297          297         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       117          117         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  1       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   

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                              Original                   Cut-off                                         
                              Interest                     Date                 Original                 
                                Only      Cut-off Date    Gross      Expense   Amortization              
                               Period      Principal     Mortgage      Fee        Term                   
Group  Type     Index Name    (Months)    Balance ($)     Rate (%)   Rate (%)   (Months)                 
-----  ----    -------------  --------  --------------   ---------   --------  ------------              
                                                                                                         
  1     FRM         N/A          0           63,788.62    8.2500      0.5200      240                    
  2     ARM    6 Month LIBOR     0        8,596,812.49     8.247      0.520       480                    
  2     ARM    6 Month LIBOR     0        5,732,167.72     7.218      0.520       480                    
  2     ARM    6 Month LIBOR     0          118,260.87     9.368      0.520       480                    
  2     ARM    6 Month LIBOR     0        1,265,579.58     7.224      0.520       480                    
  2     ARM    6 Month LIBOR     0          458,600.42     8.975      0.520       480                    
  2     ARM    6 Month LIBOR     0          427,092.24     8.172      0.520       480                    
  2     ARM    6 Month LIBOR     0          242,172.70     6.650      0.520       480                    
  2     ARM    6 Month LIBOR     0          416,943.15     7.177      0.520       480                    
  2     ARM    6 Month LIBOR     0          215,180.29     6.075      0.520       480                    
  2     ARM    6 Month LIBOR     0        1,354,081.46     7.681      0.520       480                    
  2     ARM    6 Month LIBOR     0      118,318,865.83     7.519      0.520       480                    
  2     ARM    6 Month LIBOR     0       22,468,749.31     8.507      0.520       480                    
  2     ARM    6 Month LIBOR     0        2,838,586.59     8.016      0.520       480                    
  2     ARM    6 Month LIBOR     0        1,847,062.59     7.878      0.520       480                    
  2     ARM    6 Month LIBOR     0          694,348.27     9.091      0.520       475                    
  2     ARM    6 Month LIBOR     0        1,847,084.31     6.866      0.520       480                    
  2     ARM    6 Month LIBOR     0        4,165,366.42     7.811      0.520       480                    
  2     ARM    6 Month LIBOR     0          317,297.29     9.430      0.520       480                    
  2     ARM    6 Month LIBOR     0          294,694.10     7.990      0.520       480                    
  2     ARM    6 Month LIBOR     0          154,845.26     7.500      0.520       480                    
  2     ARM    6 Month LIBOR     0          122,730.00     7.350      0.520       480                    
  2     ARM    6 Month LIBOR     0      201,229,030.41     7.699      0.520       360                    
  2     ARM    6 Month LIBOR     60      10,653,866.97     8.157      0.520       360                    
  2     ARM    6 Month LIBOR     60       1,253,250.00     7.967      0.520       360                    
  2     ARM    6 Month LIBOR     0       19,570,577.69     7.712      0.520       359                    
  2     ARM    6 Month LIBOR     0      122,008,642.20     8.264      0.520       360                    
  2     ARM    6 Month LIBOR     0       17,972,672.58     8.347      0.520       360                    
  2     ARM    6 Month LIBOR     60       8,799,523.99     7.009      0.520       360                    
  2     ARM    6 Month LIBOR     60       7,040,060.09     7.726      0.520       360                    
  2     ARM    6 Month LIBOR     0        7,448,920.13     7.247      0.520       360                    
  2     ARM    6 Month LIBOR     60      66,730,754.60     7.156      0.520       360                    
  2     ARM    6 Month LIBOR     0       17,311,079.35     7.579      0.520       360                    
  2     ARM    6 Month LIBOR     0        3,654,742.65     7.853      0.520       360                    
  2     ARM    6 Month LIBOR     0       18,264,358.25     8.172      0.520       360                    
  2     ARM    6 Month LIBOR     0        3,765,379.43     7.754      0.520       360                    
  2     ARM    6 Month LIBOR     60       4,900,301.74     7.561      0.520       360                    
  2     ARM    6 Month LIBOR     0          571,510.23     8.753      0.520       360                    
  2     ARM    6 Month LIBOR     60       1,292,077.00     7.352      0.520       360                    
  2     ARM    6 Month LIBOR     0          616,779.18     8.262      0.520       360                    
  2     ARM    6 Month LIBOR     0        1,375,883.92     7.946      0.520       360                    
  2     ARM    6 Month LIBOR     60         473,280.00     7.975      0.520       360                    
  2     ARM    6 Month LIBOR     0        1,966,090.39     7.359      0.520       360                    
  2     ARM    6 Month LIBOR     0        1,240,796.55     8.011      0.520       360                    
  2     ARM    6 Month LIBOR     0        8,843,444.58     8.004      0.520       359                    
  2     ARM    6 Month LIBOR     0          681,964.73     7.671      0.520       360                    
  2     ARM    6 Month LIBOR     0          183,418.63     9.281      0.520       360                    


        Remaining     Stated                            Rate                            Current   Next   
       Amortization  Remaining    Gross   Next Rate   Adjustment   Gross      Gross    Periodic  Periodic
          Term         Term       Margin  Adjustment  Frequency     Life       Life      Rate     Rate   
Group   (Months)     (Months)      (%)    (Months)    (Months)    Floor (%)   Cap (%)   Cap (%)  Cap (%) 
-----  ------------  ---------    ------  ----------  ----------  ---------   -------  --------  ------- 
                                                                                                         
  1       238          238         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357        6.105      33          6          8.247     15.247     1.500    1.500  
  2       477          357        6.072      33          6          7.218     14.218     1.500    1.500  
  2       476          356        6.063      32          6          9.368     16.368     1.500    1.500  
  2       477          357        6.032      33          6          7.224     14.224     1.500    1.500  
  2       476          356        5.950      32          6          8.975     15.975     1.500    1.500  
  2       477          357        5.984      33          6          8.172     15.172     1.500    1.500  
  2       477          357        5.950      33          6          6.650     13.650     1.500    1.500  
  2       477          357        5.950      33          6          7.177     14.177     1.500    1.500  
  2       477          357        5.950      33          6          6.075     13.075     1.500    1.500  
  2       477          357        6.113      21          6          7.681     14.681     1.500    1.500  
  2       477          357        6.073      21          6          7.519     14.519     1.500    1.500  
  2       477          357        6.111      21          6          8.507     15.507     1.500    1.500  
  2       477          357        6.168      21          6          8.016     15.016     1.500    1.500  
  2       476          356        6.012      20          6          7.878     14.878     1.500    1.500  
  2       472          357        5.950      21          6          9.091     16.091     1.500    1.500  
  2       477          357        6.002      21          6          6.866     13.866     1.500    1.500  
  2       477          357        6.087      21          6          7.811     14.811     1.500    1.500  
  2       477          357        6.131      21          6          9.430     16.430     1.500    1.500  
  2       477          357        6.150      21          6          7.990     14.990     1.500    1.500  
  2       477          357        5.950      21          6          7.500     14.500     1.500    1.500  
  2       477          357        5.950      33          6          7.350     14.350     1.500    1.500  
  2       357          357        6.113      21          6          7.699     14.699     1.500    1.500  
  2       357          357        6.092      21          6          8.157     15.157     1.500    1.500  
  2       357          357        6.035      33          6          7.967     14.967     1.500    1.500  
  2       356          356        6.161      21          6          7.712     14.712     1.500    1.500  
  2       357          357        6.112      21          6          8.264     15.245     1.491    1.491  
  2       357          357        5.991      21          6          8.347     15.339     1.500    1.500  
  2       357          357        6.058      33          6          7.009     14.009     1.500    1.500  
  2       357          357        5.999      33          6          7.726     14.726     1.500    1.500  
  2       356          356        6.109      20          6          7.247     14.247     1.500    1.500  
  2       357          357        6.067      21          6          7.156     14.156     1.500    1.500  
  2       357          357        6.195      21          6          7.579     14.579     1.500    1.500  
  2       357          357        6.103      21          6          7.853     14.853     1.500    1.500  
  2       357          357        6.124      21          6          8.172     15.172     1.500    1.500  
  2       357          357        6.064      21          6          7.754     14.754     1.500    1.500  
  2       356          356        6.137      20          6          7.513     14.513     1.500    1.500  
  2       356          356        6.059      20          6          8.753     15.753     1.500    1.500  
  2       357          357        5.971      21          6          7.352     14.352     1.500    1.500  
  2       356          356        6.319      20          6          8.262     15.262     1.500    1.500  
  2       357          357        6.165      21          6          7.946     14.946     1.500    1.500  
  2       357          357        5.950      21          6          7.975     14.975     1.500    1.500  
  2       357          357        6.087      33          6          7.359     14.359     1.500    1.500  
  2       357          357        6.054      33          6          8.011     15.011     1.500    1.500  
  2       356          356        6.037      33          6          8.004     15.004     1.500    1.500  
  2       357          357        6.126      33          6          7.671     14.671     1.500    1.500  
  2       357          357        6.038      33          6          9.281     16.281     1.500    1.500  

S-79

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                              Original                   Cut-off                                         
                              Interest                     Date                 Original                 
                                Only      Cut-off Date    Gross      Expense   Amortization              
                               Period      Principal     Mortgage      Fee        Term                   
Group  Type     Index Name    (Months)    Balance ($)     Rate (%)   Rate (%)   (Months)                 
-----  ----    -------------  --------  --------------   ---------   --------  ------------              
                                                                                                         
  2     ARM    6 Month LIBOR     0          258,213.85     8.438      0.520       360                    
  2     ARM    6 Month LIBOR     0          169,578.67     6.990      0.520       360                    
  2     ARM    6 Month LIBOR     60         100,800.00     6.750      0.520       360                    
  2     ARM    6 Month LIBOR     60         327,520.00     7.804      0.520       360                    
  2     ARM    6 Month LIBOR     24         280,000.00     9.125      0.520       360                    
  2     ARM    6 Month LIBOR     24         536,750.00     6.750      0.520       360                    
  2     FRM         N/A          0        3,663,658.88     7.597      0.520       480                    
  2     FRM         N/A          0        1,291,528.58     8.424      0.520       480                    
  2     FRM         N/A          0           86,648.82     6.550      0.520       480                    
  2     FRM         N/A          0          796,927.15     7.657      0.520       480                    
  2     FRM         N/A          0          288,949.07     7.453      0.520       480                    
  2     FRM         N/A          0          464,168.34     8.628      0.520       480                    
  2     FRM         N/A          0          391,984.93     7.370      0.520       480                    
  2     FRM         N/A          0          287,734.17     7.775      0.520       480                    
  2     FRM         N/A          0       28,325,728.30     8.015      0.520       360                    
  2     FRM         N/A          0       69,875,206.38     7.365      0.520       359                    
  2     FRM         N/A          0        7,054,362.14     7.723      0.520       360                    
  2     FRM         N/A          0        1,571,171.16     7.784      0.520       180                    
  2     FRM         N/A          0        3,485,089.89     8.072      0.520       360                    
  2     FRM         N/A          0        1,214,264.58     7.222      0.520       360                    
  2     FRM         N/A          0       17,412,104.01     7.108      0.520       360                    
  2     FRM         N/A          0        5,064,534.47     7.995      0.520       360                    
  2     FRM         N/A          0        1,506,692.49     7.586      0.520       240                    
  2     FRM         N/A          0        1,401,725.65     6.934      0.520       360                    
  2     FRM         N/A          0          304,228.90     7.276      0.520       180                    
  2     FRM         N/A          0        1,096,630.42     8.404      0.520       180                    
  2     FRM         N/A          0          536,525.74     8.034      0.520       240                    
  2     FRM         N/A          0          121,376.80     8.222      0.520       300                    
  2     FRM         N/A          0          786,003.55     7.738      0.520       360                    
  2     FRM         N/A          0          104,059.22     7.700      0.520       180                    
  2     FRM         N/A          0        1,605,623.48     8.167      0.520       240                    
  2     FRM         N/A          0        1,291,653.26     7.079      0.520       360                    
  2     FRM         N/A          0          108,543.83     7.250      0.520       360                    
  2     FRM         N/A          0           54,421.18     9.900      0.520       180                    
  2     FRM         N/A          0          116,534.14     8.400      0.520       300                    
  2     FRM         N/A          0          318,948.26     7.774      0.520       360                    
  2     FRM         N/A          0          557,045.80     7.071      0.520       240                    
  2     FRM         N/A          0          554,192.23     8.189      0.520       180                    
  2     FRM         N/A          0          313,380.98     6.800      0.520       300                    
  2     FRM         N/A          0        4,533,401.26     9.552      0.520       360                    
  2     FRM         N/A          0       12,483,071.08    11.097      0.520       359                    
  2     FRM         N/A          0          108,667.31     7.575      0.520       180                    
  2     FRM         N/A          0        9,662,748.12    10.586      0.520       360                    
  2     FRM         N/A          0           58,091.97     9.265      0.520       120                    
  2     FRM         N/A          0          226,549.75     8.114      0.520       360                    
  2     FRM         N/A          0           63,459.66     8.950      0.520       240                    
  2     FRM         N/A          0          183,715.13    10.019      0.520       360                    


        Remaining     Stated                            Rate                            Current   Next   
       Amortization  Remaining    Gross   Next Rate   Adjustment   Gross      Gross    Periodic  Periodic
          Term         Term       Margin  Adjustment  Frequency     Life       Life      Rate     Rate   
Group   (Months)     (Months)      (%)    (Months)    (Months)    Floor (%)   Cap (%)   Cap (%)  Cap (%) 
-----  ------------  ---------    ------  ----------  ----------  ---------   -------  --------  ------- 
                                                                                                         
  2       357          357        5.950      33          6          8.438     15.438     1.500    1.500  
  2       357          357        5.950      33          6          6.990     13.990     1.500    1.500  
  2       355          355        5.900      31          6          6.750     13.750     1.500    1.500  
  2       357          357        6.060      33          6          7.804     14.804     1.500    1.500  
  2       354          354        5.700      18          6          9.125     16.125     1.500    1.500  
  2       354          354        5.550      18          6          6.750     13.750     1.500    1.500  
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       476          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       477          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       297          297         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       296          296         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       235          235         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       176          176         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       296          296         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       176          176         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       117          117         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   

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                                                        [Enlarge/Download Table]

                              Original                   Cut-off                                         
                              Interest                     Date                 Original                 
                                Only      Cut-off Date    Gross      Expense   Amortization              
                               Period      Principal     Mortgage      Fee        Term                   
Group  Type     Index Name    (Months)    Balance ($)     Rate (%)   Rate (%)   (Months)                 
-----  ----    -------------  --------  --------------   ---------   --------  ------------              
                                                                                                         
  2     FRM         N/A          0        1,522,499.97    10.685      0.520       360                    
  2     FRM         N/A          0          480,560.11    10.395      0.520       360                    
  2     FRM         N/A          0          361,632.21     9.851      0.520       360                    
  2     FRM         N/A          0           91,674.53    10.914      0.520       240                    
  2     FRM         N/A          0          127,155.64    11.398      0.520       360                    
  2     FRM         N/A          0          118,500.41     9.650      0.520       180                    
  2     FRM         N/A          0          109,167.21    12.084      0.520       240                    
  2     FRM         N/A          0           69,920.22    10.750      0.520       360                    
  2     FRM         N/A          0          160,299.91     9.891      0.520       360                    
  2     FRM         N/A          0           45,938.29     9.990      0.520       360                    
  2     FRM         N/A          0           98,896.81    11.220      0.520       360                    
  2     FRM         N/A          0           51,546.17     8.000      0.520       180                    
  2     FRM         N/A          0           39,035.42    10.900      0.520       180                    
  2     FRM         N/A          0          135,364.02     7.850      0.520       357                    
  2     FRM         N/A          0           87,892.95    10.505      0.520       360                    
  2     FRM         N/A          0           44,730.32    10.875      0.520       360                    
  2     FRM         N/A          0           74,740.86     7.475      0.520       300                    



        Remaining     Stated                            Rate                            Current   Next   
       Amortization  Remaining    Gross   Next Rate   Adjustment   Gross      Gross    Periodic  Periodic
          Term         Term       Margin  Adjustment  Frequency     Life       Life      Rate     Rate   
Group   (Months)     (Months)      (%)    (Months)    (Months)    Floor (%)   Cap (%)   Cap (%)  Cap (%) 
-----  ------------  ---------    ------  ----------  ----------  ---------   -------  --------  ------- 
                                                                                                         
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       356          356         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       237          237         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       177          177         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       176          176         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       354          354         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       357          357         N/A      N/A         N/A          N/A       N/A        N/A      N/A   
  2       297          297         N/A      N/A         N/A          N/A       N/A        N/A      N/A   

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While it is assumed that each of the mortgage loans prepays at the  
specified constant percentages of the prepayment assumption, this is not likely 
to be the case. Moreover, discrepancies exist between the characteristics of the
actual mortgage loans that will be delivered to the trustee and characteristics 
of the mortgage loans assumed in preparing the tables in this prospectus        
supplement.                                                                     

Defaults                                                                        

   The yield to maturity of the Offered Certificates, and particularly the
Class B and Class M certificates, will be sensitive to defaults on the mortgage 
loans. If a purchaser of an Offered Certificate calculates its anticipated yield
based on an assumed rate of default and amount of losses that is lower than the 
default rate and amount of losses actually incurred, its actual yield to        
maturity will be lower than that so calculated. Holders of the Offered          
Certificates may not receive reimbursement for Applied Realized Loss Amounts in 
the months following the occurrence of those losses. In general, the earlier a  
loss occurs, the greater is the effect on an investor's yield to maturity. There
can be no assurance as to the delinquency, foreclosure or loss experience with  
respect to the mortgage loans. Because the mortgage loans were underwritten in  
accordance with standards less stringent than those generally acceptable to     
Fannie Mae and Freddie Mac with regard to a borrower's credit standing and      
repayment ability, the risk of delinquencies with respect to, and losses on, the
mortgage loans will be greater than that of mortgage loans underwritten in      
accordance with Fannie Mae and Freddie Mac standards.                           

Prepayment Considerations and Risks                                             

     The rate of principal payments on the Offered Certificates, the aggregate
amount of distributions on the Offered Certificates and the yields to maturity  
of the Offered Certificates will be related to the rate and timing of payments  
of principal on the mortgage loans in the related loan group. The rate of       
principal payments on the mortgage loans will in turn be affected by the        
amortization schedules of the mortgage loans and by the rate of principal       
prepayments (including for this purpose prepayments resulting from refinancing, 
liquidations of the mortgage loans due to defaults, casualties or condemnations 
and repurchases by a selling party or purchases, pursuant to the optional       
clean-up call, by the servicer). Because certain of the mortgage loans contain  
Prepayment Premiums, the rate of principal payments may be less than the rate of
principal payments for mortgage loans which did not have Prepayment Premiums.   
The mortgage loans are subject to the "due-on-sale" provisions included in the  
mortgage loans. See "The Mortgage Loan Pool" in this prospectus supplement.     

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

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

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

As is the case with fixed rate mortgage loans, the adjustable rate  
mortgage loans, or ARMs, may be subject to a greater rate of principal          
prepayments in a low interest rate environment. For example, if prevailing      
interest rates were to fall, mortgagors with ARMs may be inclined to refinance  
their ARMs with a fixed rate loan to "lock in" a lower interest rate. The       
existence of the applicable periodic rate cap and Maximum Rate also may affect  
the likelihood of prepayments resulting from refinancings. In addition, the     
delinquency and loss experience of the ARMs may differ from that on the fixed   
rate mortgage loans because the amount of the monthly payments on the ARMs are  
subject to adjustment on each Adjustment Date. In addition, a substantial       
majority of the ARMs (the 2/28 Adjustable Rate Mortgage Loans and the 3/27      
Adjustable Rate Mortgage Loans) will not have their initial Adjustment Date     
until two or three years after their origination. The prepayment experience of  
the 2/28 Adjustable Rate Mortgage Loans and the 3/27 Adjustable Rate Mortgage   
Loans may differ from that of the other ARMs. The 2/28 Adjustable Rate Mortgage 
Loans and the 3/27 Adjustable Rate Mortgage Loans may be subject to greater     
rates of prepayments as they approach their initial Adjustment Dates even if    
market interest rates are only slightly higher or lower than the interest rates 
on the 2/28 Adjustable Rate Mortgage Loans or the 3/27 Adjustable Rate Mortgage 
Loans (as the case may be) as borrowers seek to avoid changes in their monthly  
payments.                                                                       

      The timing of changes in the rate of prepayments on the mortgage loans may
significantly affect an investor's actual yield to maturity, even if the average
rate of principal payments is consistent with an investor's expectation. In     
general, the earlier a prepayment of principal on the mortgage loans, the       
greater the effect on an investor's yield to maturity. The effect on an         
investor's yield as a result 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 Offered Certificates may not be offset
by a subsequent like decrease (or increase) in the rate of principal payments.  

The Pass-Through Rate for each class of Offered Certificates will be
adjusted by reference to One-Month LIBOR, subject to the effects of the         
applicable limitations described in this prospectus supplement.                 

The Pass-Through Rate for each class of Offered Certificates may be 
calculated by reference to the net interest rates of the mortgage loans, which  
are based on the Loan Index. If the mortgage loans bearing higher interest      
rates, either through higher margins or an increase in the Loan Index (and      
consequently, higher net interest rates), were to prepay, the weighted average  
net interest rate would be lower than otherwise would be the case. Changes in   
One-Month LIBOR may not correlate with changes in the Loan Index. It is possible
that a decrease in the Loan Index, which would be expected to result in faster  
prepayments, could occur simultaneously with an increased level of One-Month    
LIBOR. If the sum of One-Month LIBOR plus the applicable fixed margin for a     
class or classes of Offered Certificates were to be higher than the Group I Loan
Cap, the Group II Loan Cap and the WAC Cap, as applicable, the Pass Through Rate
on the related Offered Certificates would be lower than otherwise would be the  
case. Although holders of the Offered Certificates are entitled to receive any  
Basis Risk CarryForward Amount from and to the extent of funds available in the 
Excess Reserve Fund Account and the Swap Account, there is no assurance that    
those funds will be available or sufficient for those purposes. The ratings of  
the Offered Certificates do not address the likelihood of the payment of any    
Basis Risk CarryForward Amount.                                                 

Overcollateralization Provisions                                                

    The operation of the overcollateralization provisions of the pooling and
servicing agreement will affect the weighted average lives of the Offered       
Certificates and consequently the yields to maturity of those certificates. If  
at any time the Subordinated Amount is less than the Specified Subordinated     
Amount, Total Monthly Excess Spread and certain amounts available in the Swap   
Account will be applied as distributions of principal of the class or classes of
certificates then entitled to distributions of principal, until the Subordinated
Amount equals the Specified Subordinated Amount. This would have the effect of  
reducing the weighted average lives of those certificates. The actual           
Subordinated Amount may change from distribution date to distribution date      
producing uneven distributions of Total Monthly Excess Spread. There can be no  
assurance that the Subordinated Amount will never be less than the Specified    
Subordinated Amount.                                                            

Total Monthly Excess Spread generally is a function of the excess of
interest collected or advanced on the mortgage loans over the interest required 
to pay interest on the Offered Certificates and expenses at the Expense Fee     
Rate, as well as Net Swap Payments to the Swap Provider. Mortgage loans with    
higher net interest rates will                                                  

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contribute more interest to the Total Monthly Excess Spread. Mortgage loans with
higher net interest rates may prepay faster than mortgage loans with relatively 
lower net interest rates in response to a given change in market interest rates.
Any disproportionate prepayments of mortgage loans with higher net interest     
rates may adversely affect the amount of Total Monthly Excess Spread available  
to make accelerated payments of principal of the Offered Certificates.          

      As a result of the interaction of the foregoing factors, the effect of the
overcollateralization provisions on the weighted average lives of the Offered   
Certificates may vary significantly over time and from class to class.          

Subordinated Certificates                                                       

   Each class of Subordinated Certificates provides credit enhancement for
certain other classes of Offered Certificates that have a higher payment        
priority, and each class of Subordinated Certificates may absorb losses on the  
mortgage loans. The weighted average lives of, and the yields to maturity on,   
the Subordinated Certificates, in order of their relative payment priorities    
(with the Class M-1 certificates having the highest priority, then the Class M-2
certificates, then the Class M-3 certificates, then the Class M-4 certificates, 
then the Class M-5 certificates, then the Class M-6 certificates, then the Class
B-1 certificates, then the Class B-2 certificates and then the Class B-3        
certificates) will be progressively more sensitive to the rate and timing of    
mortgagor defaults and the severity of ensuing losses on the mortgage loans. If 
the actual rate and severity of losses on the mortgage loans is higher than     
those assumed by a holder of a related Subordinated Certificate, the actual     
yield to maturity on such holder's certificate may be lower than the yield      
expected by such holder based on that assumption. Realized Losses on the        
mortgage loans will reduce the Class Certificate Balance of the class of the    
related Subordinated Certificates then outstanding with the lowest relative     
payment priority if and to the extent that the aggregate Class Certificate      
Balances of all classes of certificates, following all distributions on a       
distribution date exceeds the aggregate Stated Principal Balance of the mortgage
loans. As a result of this reduction of the Class Certificate Balance of a class
of Subordinated Certificates, less interest will accrue on those classes than   
would otherwise be the case.                                                    

      The Principal Distribution Amount to be made to the holders of the Offered
Certificates includes the net proceeds in respect of principal received upon the
liquidation of a related mortgage loan. If such net proceeds are less than the  
unpaid principal balance of the liquidated mortgage loan, the aggregate Stated  
Principal Balance of the mortgage loans will decline more than the aggregate    
Class Certificate Balances of the Offered Certificates, thus reducing the amount
of the overcollateralization. If such difference is not covered by the amount of
the overcollateralization or excess interest, after taking into account certain 
payments received or paid by the trust pursuant to the interest rate swap       
agreement, the class of Subordinated Certificates then outstanding with the     
lowest relative payment priority will bear such loss. In addition, the          
Subordinated Certificates will generally not be entitled to any principal       
distributions prior to the Stepdown Date or during the continuation of a Trigger
Event (unless all of the certificates with a higher relative payment priority   
have been paid in full). Because a Trigger Event may be based on the            
delinquency, as opposed to the loss, experience on the mortgage loans, a holder 
of a Subordinated Certificate may not receive distributions of principal for an 
extended period of time, even if the rate, timing and severity of Realized      
Losses on the applicable mortgage loans is consistent with such holder's        
expectations. Because of the disproportionate distribution of principal of the  
senior certificates, depending on the timing of Realized Losses, the            
Subordinated Certificates may bear a disproportionate percentage of the Realized
Losses on the mortgage loans.                                                   

     For all purposes, the Class B-3 certificates will have the lowest payment
priority of any class of Subordinated Certificates.                             

Effect on Yields Due to Rapid Prepayments                                       

Any net payment payable to the Swap Provider under the terms of the 
interest rate swap agreement will reduce amounts available for distribution to  
certificateholders, and may reduce the Pass-Through Rates on the Offered        
Certificates. If the rate of prepayments on the mortgage loans is faster than   
anticipated, the scheduled notional amount on which payments due under the      
interest rate swap agreement are calculated may exceed the aggregate scheduled  
principal balance of the mortgage loans, thereby increasing the relative        
proportion of interest collections on the loans that must be applied to make Net
Swap Payments to the Swap Provider. The combination of a rapid rate of          
prepayment and low prevailing interest rates could adversely affect the yields  
on the Offered Certificates.                                                    

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Weighted Average Lives of the Offered Certificates                              

    The weighted average life of an Offered Certificate is determined by (a)
multiplying the amount of the reduction, if any, of the Class Certificate       
Balance of the certificate on each distribution date by the number of years from
the date of issuance to that distribution date, (b) summing the results and (c) 
dividing the sum by the aggregate amount of the reductions in Class Certificate 
Balance of the certificate referred to in clause (a).                           

    For a discussion of the factors which may influence the rate of payments
(including prepayments) of the mortgage loans, see "--Prepayment Considerations 
and Risks" above and "Yield Considerations" in the prospectus.                  

      In general, the weighted average lives of the Offered Certificates will be
shortened if the level of prepayments of principal of the mortgage loans        
increases. However, the weighted average lives of the Offered Certificates will 
depend upon a variety of other factors, including the timing of changes in the  
rate of principal payments and the priority sequence of distributions of        
principal of the classes of certificates. See "Description of the               
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

  The interaction of the foregoing factors may have different effects on
various classes of Offered Certificates and the effects on any class may vary at
different times during the life of that class. Accordingly, no assurance can be 
given as to the weighted average life of any class of Offered Certificates.     
Further, to the extent the prices of the Offered Certificates represent         
discounts or premiums to their respective original Class Certificate Balances,  
variability in the weighted average lives of those classes of Offered           
Certificates will result in variability in the related yields to maturity. For  
an example of how the weighted average lives of the classes of Offered          
Certificates may be affected at various constant percentages of the prepayment  
assumption, see "--Decrement Tables" below.                                     

Decrement Tables                                                                

The following tables indicate the percentages of the initial Class  
Certificate Balances of the classes of Offered Certificates that would be       
outstanding after each of the distribution dates shown at various constant      
percentages of the applicable prepayment assumption and the corresponding       
weighted average lives of those classes. The tables have been prepared on the   
basis of the structuring assumptions. It is not likely that (i) all of the      
mortgage loans will have the characteristics assumed, (ii) all of the mortgage  
loans will prepay at the constant percentages of the applicable prepayment      
assumption specified in the tables or at any other constant rate or (iii) all of
the mortgage loans will prepay at the same rate. Moreover, the diverse remaining
terms to maturity and interest rates of the mortgage loans could produce slower 
or faster principal distributions than indicated in the tables at the specified 
constant percentages of the applicable prepayment assumption, even if the       
weighted average remaining term to maturity and weighted average interest rates 
of the mortgage loans are consistent with the remaining terms to maturity and   
interest rates of the mortgage loans specified in the structuring assumptions.  

Prepayment Scenarios

                                                        [Enlarge/Download Table]

                                SCENARIO I  SCENARIO II  SCENARIO III  SCENARIO IV  SCENARIO V
                                ----------  -----------  ------------  -----------  ----------
                                                                                              
Fixed rate mortgage loans                                                                     
   (% of prepayment                                                                           
   assumption).................     0%          75%          100%          125%        150%   
Adjustable rate mortgage loans                                                                
   (% of prepayment                                                                           
   assumption).................     0%          75%          100%          125%        150%   

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 Percent of Initial Class Certificate Balance Outstanding(1)

                                                        [Enlarge/Download Table]

                                           Class A-1                                  Class A-2a                  
      DISTRIBUTION DATE                PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO            
--------------------------  --------------------------------------      ---------------------------------------   
                              I       II      III       IV       V        I       II      III       IV       V    
                              -       --      ---       --       -        -       --      ---       --       -    
                                                                                                                  
Initial Percentage........   100     100      100      100      100      100     100      100      100      100   
March 2007................    99      75       67       59       51       98      51       35       19        3   
March 2008................    98      55       42       31       21       96       9        0        0        0   
March 2009................    98      38       24       12        2       95       0        0        0        0   
March 2010................    97      30       21       12        2       94       0        0        0        0   
March 2011................    96      24       15       10        2       92       0        0        0        0   
March 2012................    95      19       11        6        2       90       0        0        0        0   
March 2013................    94      15        8        4        2       88       0        0        0        0   
March 2014................    93      12        6        3        1       85       0        0        0        0   
March 2015................    91       9        4        2        0       82       0        0        0        0   
March 2016................    90       7        3        1        0       79       0        0        0        0   
March 2017................    88       6        2        1        0       76       0        0        0        0   
March 2018................    87       4        2        0        0       72       0        0        0        0   
March 2019................    85       3        1        0        0       68       0        0        0        0   
March 2020................    83       3        1        0        0       64       0        0        0        0   
March 2021................    80       2        0        0        0       59       0        0        0        0   
March 2022................    78       2        0        0        0       53       0        0        0        0   
March 2023................    75       1        0        0        0       48       0        0        0        0   
March 2024................    72       1        0        0        0       41       0        0        0        0   
March 2025................    68       1        0        0        0       34       0        0        0        0   
March 2026................    64       0        0        0        0       25       0        0        0        0   
March 2027................    60       0        0        0        0       17       0        0        0        0   
March 2028................    55       0        0        0        0        7       0        0        0        0   
March 2029................    50       0        0        0        0        0       0        0        0        0   
March 2030................    44       0        0        0        0        0       0        0        0        0   
March 2031................    38       0        0        0        0        0       0        0        0        0   
March 2032................    34       0        0        0        0        0       0        0        0        0   
March 2033................    29       0        0        0        0        0       0        0        0        0   
March 2034................    24       0        0        0        0        0       0        0        0        0   
March 2035................    18       0        0        0        0        0       0        0        0        0   
March 2036................     0       0        0        0        0        0       0        0        0        0   
Weighted Average Life to      21.38    3.58     2.59     1.91     1.34    15.16    1.08     0.80     0.63     0.52
Maturity (years)(2).......                                                                                        
Weighted Average Life to      21.38    3.31     2.39     1.75     1.26    15.16    1.08     0.80     0.63     0.52
Call (years)(2)(3)........                                                                                        

----------                                                                      
(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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                                                        [Enlarge/Download Table]

                                           Class A-2b                                  Class A-2c                 
      DISTRIBUTION DATE                PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO            
--------------------------  --------------------------------------      ---------------------------------------   
                              I       II      III       IV       V        I       II      III       IV       V    
                              -       --      ---       --       -        -       --      ---       --       -    
                                                                                                                  
Initial Percentage.........  100     100      100      100      100      100     100      100      100      100   
March 2007.................  100     100      100      100      100      100     100      100      100      100   
March 2008.................  100     100       46        0        0      100     100      100       79       32   
March 2009.................  100      18        0        0        0      100     100       47        0        0   
March 2010.................  100       0        0        0        0      100      75       35        0        0   
March 2011.................  100       0        0        0        0      100      46        8        0        0   
March 2012.................  100       0        0        0        0      100      23        0        0        0   
March 2013.................  100       0        0        0        0      100       5        0        0        0   
March 2014.................  100       0        0        0        0      100       0        0        0        0   
March 2015.................  100       0        0        0        0      100       0        0        0        0   
March 2016.................  100       0        0        0        0      100       0        0        0        0   
March 2017.................  100       0        0        0        0      100       0        0        0        0   
March 2018.................  100       0        0        0        0      100       0        0        0        0   
March 2019.................  100       0        0        0        0      100       0        0        0        0   
March 2020.................  100       0        0        0        0      100       0        0        0        0   
March 2021.................  100       0        0        0        0      100       0        0        0        0   
March 2022.................  100       0        0        0        0      100       0        0        0        0   
March 2023.................  100       0        0        0        0      100       0        0        0        0   
March 2024.................  100       0        0        0        0      100       0        0        0        0   
March 2025.................  100       0        0        0        0      100       0        0        0        0   
March 2026.................  100       0        0        0        0      100       0        0        0        0   
March 2027.................  100       0        0        0        0      100       0        0        0        0   
March 2028.................  100       0        0        0        0      100       0        0        0        0   
March 2029.................   86       0        0        0        0      100       0        0        0        0   
March 2030.................   44       0        0        0        0      100       0        0        0        0   
March 2031.................    1       0        0        0        0      100       0        0        0        0   
March 2032.................    0       0        0        0        0       80       0        0        0        0   
March 2033.................    0       0        0        0        0       57       0        0        0        0   
March 2034.................    0       0        0        0        0       32       0        0        0        0   
March 2035.................    0       0        0        0        0        4       0        0        0        0   
March 2036.................    0       0        0        0        0        0       0        0        0        0   
Weighted Average Life to      23.87    2.73     2.00     1.57     1.27    27.26    5.02     3.50     2.34     1.88
Maturity (years)(2)........                                                                                       
Weighted Average Life to      23.87    2.73     2.00     1.57     1.27    27.26    5.02     3.50     2.34     1.88
Call (years)(2)(3).........                                                                                       

----------                                                                      
(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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                                                        [Enlarge/Download Table]

                                           Class A-2d                                   Class M-1                  
      DISTRIBUTION DATE                PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO             
--------------------------  --------------------------------------      ---------------------------------------    
                              I       II      III       IV       V        I       II      III       IV       V     
                              -       --      ---       --       -        -       --      ---       --       -     
                                                                                                                   
Initial Percentage........   100     100      100      100      100      100     100      100      100       100   
March 2007................   100     100      100      100      100      100     100      100      100       100   
March 2008................   100     100      100      100      100      100     100      100      100       100   
March 2009................   100     100      100       89       20      100     100      100      100       100   
March 2010................   100     100      100       89       20      100      80       57       91       100   
March 2011................   100     100      100       71       20      100      64       41       26        84   
March 2012................   100     100       82       47       20      100      50       30       17        29   
March 2013................   100     100       60       32       16      100      40       22       11         6   
March 2014................   100      85       43       21       10      100      32       16        8         3   
March 2015................   100      68       32       14        6      100      25       12        5         0   
March 2016................   100      53       23       10        2      100      20        8        3         0   
March 2017................   100      42       17        6        0      100      15        6        0         0   
March 2018................   100      33       12        3        0      100      12        4        0         0   
March 2019................   100      26        9        0        0      100      10        3        0         0   
March 2020................   100      21        6        0        0      100       7        0        0         0   
March 2021................   100      16        3        0        0      100       6        0        0         0   
March 2022................   100      13        1        0        0      100       5        0        0         0   
March 2023................   100      10        0        0        0      100       4        0        0         0   
March 2024................   100       8        0        0        0      100       1        0        0         0   
March 2025................   100       5        0        0        0      100       0        0        0         0   
March 2026................   100       3        0        0        0      100       0        0        0         0   
March 2027................   100       1        0        0        0      100       0        0        0         0   
March 2028................   100       0        0        0        0      100       0        0        0         0   
March 2029................   100       0        0        0        0      100       0        0        0         0   
March 2030................   100       0        0        0        0      100       0        0        0         0   
March 2031................   100       0        0        0        0       98       0        0        0         0   
March 2032................   100       0        0        0        0       86       0        0        0         0   
March 2033................   100       0        0        0        0       73       0        0        0         0   
March 2034................   100       0        0        0        0       58       0        0        0         0   
March 2035................   100       0        0        0        0       42       0        0        0         0   
March 2036................     0       0        0        0        0        0       0        0        0         0   
Weighted Average Life to      29.65   11.39     8.42     6.40     3.77    28.16    7.21     5.53     5.02      5.73
Maturity (years)(2).......                                                                                         
Weighted Average Life to      29.65    9.32     6.83     5.14     3.05    28.16    6.51     5.00     4.60      4.57
Call (years)(2)(3)........                                                                                         

----------                                                                      
(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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                                                        [Enlarge/Download Table]

                                            Class M-2                                   Class M-3                  
      DISTRIBUTION DATE                 PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO            
--------------------------   --------------------------------------      ---------------------------------------   
                               I       II      III       IV       V        I       II      III       IV       V    
                               -       --      ---       --       -        -       --      ---       --       -    
                                                                                                                   
Initial Percentage........    100      100     100      100      100      100     100      100      100      100   
March 2007................    100      100     100      100      100      100     100      100      100      100   
March 2008................    100      100     100      100      100      100     100      100      100      100   
March 2009................    100      100     100      100      100      100     100      100      100      100   
March 2010................    100       80      57       39      100      100      80       57       39       73   
March 2011................    100       64      41       26       16      100      64       41       26       16   
March 2012................    100       50      30       17        9      100      50       30       17        9   
March 2013................    100       40      22       11        6      100      40       22       11        6   
March 2014................    100       32      16        8        1      100      32       16        8        0   
March 2015................    100       25      12        5        0      100      25       12        5        0   
March 2016................    100       20       8        1        0      100      20        8        0        0   
March 2017................    100       15       6        0        0      100      15        6        0        0   
March 2018................    100       12       4        0        0      100      12        4        0        0   
March 2019................    100       10       0        0        0      100      10        0        0        0   
March 2020................    100        7       0        0        0      100       7        0        0        0   
March 2021................    100        6       0        0        0      100       6        0        0        0   
March 2022................    100        5       0        0        0      100       5        0        0        0   
March 2023................    100        2       0        0        0      100       0        0        0        0   
March 2024................    100        0       0        0        0      100       0        0        0        0   
March 2025................    100        0       0        0        0      100       0        0        0        0   
March 2026................    100        0       0        0        0      100       0        0        0        0   
March 2027................    100        0       0        0        0      100       0        0        0        0   
March 2028................    100        0       0        0        0      100       0        0        0        0   
March 2029................    100        0       0        0        0      100       0        0        0        0   
March 2030................    100        0       0        0        0      100       0        0        0        0   
March 2031................     98        0       0        0        0       98       0        0        0        0   
March 2032................     86        0       0        0        0       86       0        0        0        0   
March 2033................     73        0       0        0        0       73       0        0        0        0   
March 2034................     58        0       0        0        0       58       0        0        0        0   
March 2035................     42        0       0        0        0       42       0        0        0        0   
March 2036................      0        0       0        0        0        0       0        0        0        0   
Weighted  Average  Life  to    28.16     7.18    5.47     4.77     4.82    28.16    7.16     5.42     4.65     4.48
Maturity (years)(2).......                                                                                         
Weighted  Average  Life  to    28.16     6.51    4.96     4.37     4.47    28.16    6.51     4.93     4.26     4.18
Call (years)(2)(3)........                                                                                         

----------                                                                      
(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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                                                        [Enlarge/Download Table]

                                           Class M-4                                   Class M-5                  
      DISTRIBUTION DATE                PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO            
--------------------------  --------------------------------------      ---------------------------------------   
                              I       II      III       IV       V        I       II      III       IV       V    
                              -       --      ---       --       -        -       --      ---       --       -    
                                                                                                                  
Initial Percentage........   100     100      100      100      100      100     100      100      100      100   
March 2007................   100     100      100      100      100      100     100      100      100      100   
March 2008................   100     100      100      100      100      100     100      100      100      100   
March 2009................   100     100      100      100      100      100     100      100      100      100   
March 2010................   100      80       57       39       26      100      80       57       39       26   
March 2011................   100      64       41       26       16      100      64       41       26       16   
March 2012................   100      50       30       17        9      100      50       30       17        9   
March 2013................   100      40       22       11        6      100      40       22       11        2   
March 2014................   100      32       16        8        0      100      32       16        8        0   
March 2015................   100      25       12        4        0      100      25       12        0        0   
March 2016................   100      20        8        0        0      100      20        8        0        0   
March 2017................   100      15        6        0        0      100      15        5        0        0   
March 2018................   100      12        0        0        0      100      12        0        0        0   
March 2019................   100      10        0        0        0      100      10        0        0        0   
March 2020................   100       7        0        0        0      100       7        0        0        0   
March 2021................   100       6        0        0        0      100       4        0        0        0   
March 2022................   100       1        0        0        0      100       0        0        0        0   
March 2023................   100       0        0        0        0      100       0        0        0        0   
March 2024................   100       0        0        0        0      100       0        0        0        0   
March 2025................   100       0        0        0        0      100       0        0        0        0   
March 2026................   100       0        0        0        0      100       0        0        0        0   
March 2027................   100       0        0        0        0      100       0        0        0        0   
March 2028................   100       0        0        0        0      100       0        0        0        0   
March 2029................   100       0        0        0        0      100       0        0        0        0   
March 2030................   100       0        0        0        0      100       0        0        0        0   
March 2031................    98       0        0        0        0       98       0        0        0        0   
March 2032................    86       0        0        0        0       86       0        0        0        0   
March 2033................    73       0        0        0        0       73       0        0        0        0   
March 2034................    58       0        0        0        0       58       0        0        0        0   
March 2035................    42       0        0        0        0       42       0        0        0        0   
March 2036................     0       0        0        0        0        0       0        0        0        0   
Weighted Average Life to      28.16    7.13     5.38     4.57     4.30    28.16    7.10     5.35     4.50     4.16
Maturity (years)(2).......                                                                                        
Weighted Average Life to      28.16    6.51     4.91     4.20     4.01    28.16    6.51     4.91     4.15     3.89
Call (years)(2)(3)........                                                                                        

----------                                                                      
(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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                                                        [Enlarge/Download Table]

                                           Class M-6                                   Class B-1                  
      DISTRIBUTION DATE                PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO            
--------------------------  --------------------------------------      ---------------------------------------   
                              I       II      III       IV       V        I       II      III       IV       V    
                              -       --      ---       --       -        -       --      ---       --       -    
                                                                                                                  
Initial Percentage........   100     100      100      100      100      100      100     100      100      100   
March 2007................   100     100      100      100      100      100      100     100      100      100   
March 2008................   100     100      100      100      100      100      100     100      100      100   
March 2009................   100     100      100      100      100      100      100     100      100      100   
March 2010................   100      80       57       39       26      100       80      57       39       26   
March 2011................   100      64       41       26       16      100       64      41       26       16   
March 2012................   100      50       30       17        9      100       50      30       17        9   
March 2013................   100      40       22       11        0      100       40      22       11        0   
March 2014................   100      32       16        8        0      100       32      16        0        0   
March 2015................   100      25       12        0        0      100       25      12        0        0   
March 2016................   100      20        8        0        0      100       20       4        0        0   
March 2017................   100      15        0        0        0      100       15       0        0        0   
March 2018................   100      12        0        0        0      100       12       0        0        0   
March 2019................   100      10        0        0        0      100       10       0        0        0   
March 2020................   100       7        0        0        0      100        0       0        0        0   
March 2021................   100       0        0        0        0      100        0       0        0        0   
March 2022................   100       0        0        0        0      100        0       0        0        0   
March 2023................   100       0        0        0        0      100        0       0        0        0   
March 2024................   100       0        0        0        0      100        0       0        0        0   
March 2025................   100       0        0        0        0      100        0       0        0        0   
March 2026................   100       0        0        0        0      100        0       0        0        0   
March 2027................   100       0        0        0        0      100        0       0        0        0   
March 2028................   100       0        0        0        0      100        0       0        0        0   
March 2029................   100       0        0        0        0      100        0       0        0        0   
March 2030................   100       0        0        0        0      100        0       0        0        0   
March 2031................    98       0        0        0        0       98        0       0        0        0   
March 2032................    86       0        0        0        0       86        0       0        0        0   
March 2033................    73       0        0        0        0       73        0       0        0        0   
March 2034................    58       0        0        0        0       58        0       0        0        0   
March 2035................    42       0        0        0        0       42        0       0        0        0   
March 2036................     0       0        0        0        0        0        0       0        0        0   
Weighted Average Life to      28.16    7.05     5.30     4.43     4.05    28.16     6.99    5.24     4.36     3.94
Maturity (years)(2).......                                                                                        
Weighted Average Life to      28.16    6.51     4.89     4.11     3.80    28.16     6.51    4.88     4.08     3.72
Call (years)(2)(3)........                                                                                        

----------                                                                      

(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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                                                        [Enlarge/Download Table]

                                            Class B-2                                   Class B-3                  
      DISTRIBUTION DATE                 PREPAYMENT SCENARIO                         PREPAYMENT SCENARIO            
--------------------------   --------------------------------------      ---------------------------------------   
                               I       II      III       IV       V        I       II      III       IV       V    
                               -       --      ---       --       -        -       --      ---       --       -    
                                                                                                                   
Initial Percentage........    100     100      100      100      100      100      100     100      100      100   
March 2007................    100     100      100      100      100      100      100     100      100      100   
March 2008................    100     100      100      100      100      100      100     100      100      100   
March 2009................    100     100      100      100      100      100      100     100      100      100   
March 2010................    100      80       57       39       26      100       80      57       39       26   
March 2011................    100      64       41       26       16      100       64      41       26       14   
March 2012................    100      50       30       17        0      100       50      30       17        0   
March 2013................    100      40       22        9        0      100       40      22        0        0   
March 2014................    100      32       16        0        0      100       32      16        0        0   
March 2015................    100      25        9        0        0      100       25       0        0        0   
March 2016................    100      20        0        0        0      100       20       0        0        0   
March 2017................    100      15        0        0        0      100       14       0        0        0   
March 2018................    100      12        0        0        0      100        1       0        0        0   
March 2019................    100       0        0        0        0      100        0       0        0        0   
March 2020................    100       0        0        0        0      100        0       0        0        0   
March 2021................    100       0        0        0        0      100        0       0        0        0   
March 2022................    100       0        0        0        0      100        0       0        0        0   
March 2023................    100       0        0        0        0      100        0       0        0        0   
March 2024................    100       0        0        0        0      100        0       0        0        0   
March 2025................    100       0        0        0        0      100        0       0        0        0   
March 2026................    100       0        0        0        0      100        0       0        0        0   
March 2027................    100       0        0        0        0      100        0       0        0        0   
March 2028................    100       0        0        0        0      100        0       0        0        0   
March 2029................    100       0        0        0        0      100        0       0        0        0   
March 2030................    100       0        0        0        0      100        0       0        0        0   
March 2031................     98       0        0        0        0       98        0       0        0        0   
March 2032................     86       0        0        0        0       86        0       0        0        0   
March 2033................     73       0        0        0        0       73        0       0        0        0   
March 2034................     58       0        0        0        0       58        0       0        0        0   
March 2035................     42       0        0        0        0       42        0       0        0        0   
March 2036................      0       0        0        0        0        0        0       0        0        0   
Weighted  Average  Life  to    28.16    6.89     5.17     4.28     3.83    28.16     6.76    5.06     4.18     3.73
Maturity (years)(2).......                                                                                         
Weighted  Average  Life  to    28.16    6.51     4.88     4.06     3.66    28.16     6.51    4.86     4.03     3.61
Call (years)(2)(3)........                                                                                         

----------                                                                      
(1)   Rounded to the nearest whole percentage.                                  

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

(3)   Calculation assumes the exercise of the 10% optional clean-up call on the 
earliest possible date.                                             

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Hypothetical Available Funds and Supplemental Interest Rate Cap Table           

Assuming that prepayments on the mortgage loans occur at 100% of the
applicable fixed rate or adjustable rate prepayment assumption (i.e., Scenario  
III), that no losses are experienced with respect to the mortgage loans and that
One-Month LIBOR and the Loan Index each remain constant at 20% and that the 10% 
optional clean-up call is not exercised, the following table indicates the      
Available Funds and Supplemental Interest Rate Cap that would result for        
indicated distribution dates under an assumed hypothetical scenario. It is      
highly unlikely, however, that prepayments on the mortgage loans will occur at a
constant rate of 100% of the applicable prepayment assumption or at any other   
constant percentage. There is no assurance, therefore, of whether or to what    
extent the actual interest rates on the mortgage loans on any distribution date 
will conform to the corresponding rate set forth for that distribution date in  
the following table.                                                            

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 Schedule of Available Funds and
 Supplemental Interest Rate Cap Rates (Cash Cap)(1)(2)

                                                        [Enlarge/Download Table]

                     Class       Class      Class      Class      Class      Class      Class  
                      A-1        A-2a       A-2b       A-2c       A-2d        M-1        M-2   
                    Cap (%)     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
Closing Date          -           -          -          -          -          -          -     
4/25/2006           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
5/25/2006           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
6/25/2006           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
7/25/2006           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
8/25/2006           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
9/25/2006           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
10/25/2006          20.18       20.07      20.12      20.18      20.29      20.36      20.38   
11/25/2006          20.18       20.07      20.12      20.18      20.29      20.36      20.38   
12/25/2006          20.18       20.07      20.12      20.18      20.29      20.36      20.38   
1/25/2007           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
2/25/2007           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
3/25/2007           20.18       20.07      20.12      20.18      20.29      20.36      20.38   
4/25/2007           20.04       20.03      20.03      20.03      20.03      19.62      19.62   
5/25/2007           19.98       19.97      19.97      19.97      19.97      19.53      19.53   
6/25/2007           19.68       19.68      19.68      19.68      19.68      19.24      19.24   
7/25/2007           19.64       19.63      19.63      19.63      19.63      19.16      19.16   
8/25/2007           19.35       19.34      19.34      19.34      19.34      18.87      18.87   
9/25/2007           19.19       19.18      19.18      19.18      19.18      18.69      18.69   
10/25/2007          19.17       19.16      19.16      19.16      19.16      18.63      18.63   
11/25/2007          18.88       18.88      18.88      18.88      18.88      18.34      18.34   
12/25/2007          18.77         -        18.78      18.78      18.78      18.20      18.20   
1/25/2008           11.97         -        11.96      11.96      11.96      11.30      11.30   
2/25/2008           11.96         -        11.95      11.95      11.95      11.26      11.26   
3/25/2008           12.50         -        12.49      12.49      12.49      11.72      11.72   
4/25/2008           11.96         -        11.95      11.95      11.95      11.21      11.21   
5/25/2008           12.23         -        12.22      12.22      12.22      11.42      11.42   
6/25/2008           11.99         -        11.99      11.99      11.99      11.17      11.17   
7/25/2008           13.41         -        13.40      13.40      13.40      12.41      12.41   
8/25/2008           13.12         -          -        13.11      13.11      12.11      12.11   
9/25/2008           13.14         -          -        13.13      13.13      12.08      12.08   
10/25/2008          13.47         -          -        13.46      13.46      12.33      12.33   
11/25/2008          13.18         -          -        13.17      13.17      12.03      12.03   
12/25/2008          13.53         -          -        13.52      13.52      12.27      12.27   
1/25/2009           13.97         -          -        13.94      13.94      12.53      12.53   
2/25/2009           14.02         -          -        14.00      14.00      12.52      12.52   
3/25/2009           15.26         -          -        15.24      15.24      13.51      13.51   
4/25/2009           59.14         -          -        59.11      59.11      12.48      12.48   
5/25/2009           17.90         -          -        17.88      17.88      12.73      12.73   
6/25/2009           17.29         -          -        17.27      17.27      12.41      12.41   
7/25/2009           18.85         -          -        18.81      18.81      13.81      13.81   
8/25/2009           18.18         -          -        18.14      18.14      13.43      13.43   


                      Class      Class      Class      Class      Class      Class      Class  
                       M-3        M-4        M-5        M-6        B-1        B-2        B-3   
                     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
Closing Date           -          -          -          -          -          -           -    
4/25/2006            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
5/25/2006            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
6/25/2006            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
7/25/2006            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
8/25/2006            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
9/25/2006            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
10/25/2006           20.39      20.51      20.53      20.60      21.15      21.40       22.25  
11/25/2006           20.39      20.51      20.53      20.60      21.15      21.40       22.25  
12/25/2006           20.39      20.51      20.53      20.60      21.15      21.40       22.25  
1/25/2007            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
2/25/2007            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
3/25/2007            20.39      20.51      20.53      20.60      21.15      21.40       22.25  
4/25/2007            19.62      19.62      19.62      19.62      19.62      19.62       19.62  
5/25/2007            19.53      19.53      19.53      19.53      19.53      19.53       19.53  
6/25/2007            19.24      19.24      19.24      19.24      19.24      19.24       19.24  
7/25/2007            19.16      19.16      19.16      19.16      19.16      19.16       19.16  
8/25/2007            18.87      18.87      18.87      18.87      18.87      18.87       18.87  
9/25/2007            18.69      18.69      18.69      18.69      18.69      18.69       18.69  
10/25/2007           18.63      18.63      18.63      18.63      18.63      18.63       18.63  
11/25/2007           18.34      18.34      18.34      18.34      18.34      18.34       18.34  
12/25/2007           18.20      18.20      18.20      18.20      18.20      18.20       18.20  
1/25/2008            11.30      11.30      11.30      11.30      11.30      11.30       11.30  
2/25/2008            11.26      11.26      11.26      11.26      11.26      11.26       11.26  
3/25/2008            11.72      11.72      11.72      11.72      11.72      11.72       11.72  
4/25/2008            11.21      11.21      11.21      11.21      11.21      11.21       11.21  
5/25/2008            11.42      11.42      11.42      11.42      11.42      11.42       11.42  
6/25/2008            11.17      11.17      11.17      11.17      11.17      11.17       11.17  
7/25/2008            12.41      12.41      12.41      12.41      12.41      12.41       12.41  
8/25/2008            12.11      12.11      12.11      12.11      12.11      12.11       12.11  
9/25/2008            12.08      12.08      12.08      12.08      12.08      12.08       12.08  
10/25/2008           12.33      12.33      12.33      12.33      12.33      12.33       12.33  
11/25/2008           12.03      12.03      12.03      12.03      12.03      12.03       12.03  
12/25/2008           12.27      12.27      12.27      12.27      12.27      12.27       12.27  
1/25/2009            12.53      12.53      12.53      12.53      12.53      12.53       12.53  
2/25/2009            12.52      12.52      12.52      12.52      12.52      12.52       12.52  
3/25/2009            13.51      13.51      13.51      13.51      13.51      13.51       13.51  
4/25/2009            12.48      12.48      12.48      12.48      12.48      12.48       12.48  
5/25/2009            12.73      12.73      12.73      12.73      12.73      12.73       12.73  
6/25/2009            12.41      12.41      12.41      12.41      12.41      12.41       12.41  
7/25/2009            13.81      13.81      13.81      13.81      13.81      13.81       13.81  
8/25/2009            13.43      13.43      13.43      13.43      13.43      13.43       13.43  

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                                                        [Enlarge/Download Table]

                     Class       Class      Class      Class      Class      Class      Class  
                      A-1        A-2a       A-2b       A-2c       A-2d        M-1        M-2   
                    Cap (%)     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
9/25/2009           18.03         -          -        17.99      17.99      13.41      13.41   
10/25/2009          18.39         -          -        18.35      18.35      13.74      13.74   
11/25/2009          17.75         -          -        17.71      17.71      13.36      13.36   
12/25/2009          18.18         -          -        18.14      18.14      13.71      13.71   
1/25/2010           18.47         -          -        18.42      18.42      14.06      14.06   
2/25/2010           18.45         -          -        18.39      18.39      14.04      14.04   
3/25/2010           20.11         -          -        20.05      20.05      15.23      15.23   
4/25/2010           18.40         -          -        18.34      18.34      13.99      13.99   
5/25/2010           18.90         -          -        18.84      18.84      14.35      14.35   
6/25/2010           18.35         -          -        18.30      18.30      13.95      13.95   
7/25/2010           18.95         -          -        18.89      18.89      14.39      14.39   
8/25/2010           18.40         -          -        18.34      18.34      13.98      13.98   
9/25/2010           18.38         -          -        18.31      18.31      13.96      13.96   
10/25/2010          18.88         -          -        18.81      18.81      14.32      14.32   
11/25/2010          16.44         -          -        16.37      16.37      12.02      12.02   
12/25/2010          16.98         -          -        16.91      16.91      12.42      12.42   
1/25/2011           16.50         -          -        16.42      16.42      12.07      12.07   
2/25/2011           16.49         -          -        16.42      16.42      12.06      12.06   
3/25/2011           18.25         -          -        18.17      18.17      13.35      13.35   
4/25/2011           16.48         -          -        16.40      16.40      12.05      12.05   
5/25/2011           17.02         -          -        16.94      16.94      12.44      12.44   
6/25/2011           16.46         -          -        16.39      16.39      12.04      12.04   
7/25/2011           17.01         -          -        16.93      16.93      12.43      12.43   
8/25/2011           16.45         -          -        16.38      16.38      12.02      12.02   
9/25/2011           16.44         -          -          -        16.37      12.02      12.02   
10/25/2011          16.98         -          -          -        16.91      12.41      12.41   
11/25/2011          16.43         -          -          -        16.36      12.01      12.01   
12/25/2011          16.97         -          -          -        16.90      12.40      12.40   
1/25/2012           16.42         -          -          -        16.35      11.99      11.99   
2/25/2012           16.41         -          -          -        16.34      11.99      11.99   
3/25/2012           17.54         -          -          -        17.46      12.81      12.81   
4/25/2012           16.40         -          -          -        16.33      11.98      11.98   
5/25/2012           16.94         -          -          -        16.86      12.37      12.37   
6/25/2012           16.38         -          -          -        16.31      11.96      11.96   
7/25/2012           16.92         -          -          -        16.85      12.36      12.36   
8/25/2012           16.37         -          -          -        16.30      11.95      11.95   
9/25/2012           16.36         -          -          -        16.29      11.95      11.95   
10/25/2012          16.90         -          -          -        16.83      12.34      12.34   
11/25/2012          16.35         -          -          -        16.28      11.93      11.93   
12/25/2012          16.89         -          -          -        16.82      12.32      12.32   
1/25/2013           16.34         -          -          -        16.27      11.92      11.92   
2/25/2013           16.33         -          -          -        16.26      11.91      11.91   
3/25/2013           18.07         -          -          -        18.00      13.18      13.18   
4/25/2013           16.32         -          -          -        16.25      11.90      11.90   
5/25/2013           16.86         -          -          -        16.78      12.29      12.29   
6/25/2013           16.31         -          -          -        16.23      11.89      11.89   
7/25/2013           16.84         -          -          -        16.77      12.28      12.28   


                      Class      Class      Class      Class      Class      Class      Class  
                       M-3        M-4        M-5        M-6        B-1        B-2        B-3   
                     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
9/25/2009              13.41      13.41      13.41      13.41      13.41      13.41       13.41
10/25/2009             13.74      13.74      13.74      13.74      13.74      13.74       13.74
11/25/2009             13.36      13.36      13.36      13.36      13.36      13.36       13.36
12/25/2009             13.71      13.71      13.71      13.71      13.71      13.71       13.71
1/25/2010              14.06      14.06      14.06      14.06      14.06      14.06       14.06
2/25/2010              14.04      14.04      14.04      14.04      14.04      14.04       14.04
3/25/2010              15.23      15.23      15.23      15.23      15.23      15.23       15.23
4/25/2010              13.99      13.99      13.99      13.99      13.99      13.99       13.99
5/25/2010              14.35      14.35      14.35      14.35      14.35      14.35       14.35
6/25/2010              13.95      13.95      13.95      13.95      13.95      13.95       13.95
7/25/2010              14.39      14.39      14.39      14.39      14.39      14.39       14.39
8/25/2010              13.98      13.98      13.98      13.98      13.98      13.98       13.98
9/25/2010              13.96      13.96      13.96      13.96      13.96      13.96       13.96
10/25/2010             14.32      14.32      14.32      14.32      14.32      14.32       14.32
11/25/2010             12.02      12.02      12.02      12.02      12.02      12.02       12.02
12/25/2010             12.42      12.42      12.42      12.42      12.42      12.42       12.42
1/25/2011              12.07      12.07      12.07      12.07      12.07      12.07       12.07
2/25/2011              12.06      12.06      12.06      12.06      12.06      12.06       12.06
3/25/2011              13.35      13.35      13.35      13.35      13.35      13.35       13.35
4/25/2011              12.05      12.05      12.05      12.05      12.05      12.05       12.05
5/25/2011              12.44      12.44      12.44      12.44      12.44      12.44       12.44
6/25/2011              12.04      12.04      12.04      12.04      12.04      12.04       12.04
7/25/2011              12.43      12.43      12.43      12.43      12.43      12.43       12.43
8/25/2011              12.02      12.02      12.02      12.02      12.02      12.02       12.02
9/25/2011              12.02      12.02      12.02      12.02      12.02      12.02       12.02
10/25/2011             12.41      12.41      12.41      12.41      12.41      12.41       12.41
11/25/2011             12.01      12.01      12.01      12.01      12.01      12.01       12.01
12/25/2011             12.40      12.40      12.40      12.40      12.40      12.40       12.40
1/25/2012              11.99      11.99      11.99      11.99      11.99      11.99       11.99
2/25/2012              11.99      11.99      11.99      11.99      11.99      11.99       11.99
3/25/2012              12.81      12.81      12.81      12.81      12.81      12.81       12.81
4/25/2012              11.98      11.98      11.98      11.98      11.98      11.98       11.98
5/25/2012              12.37      12.37      12.37      12.37      12.37      12.37       12.37
6/25/2012              11.96      11.96      11.96      11.96      11.96      11.96       11.96
7/25/2012              12.36      12.36      12.36      12.36      12.36      12.36       12.36
8/25/2012              11.95      11.95      11.95      11.95      11.95      11.95       11.95
9/25/2012              11.95      11.95      11.95      11.95      11.95      11.95       11.95
10/25/2012             12.34      12.34      12.34      12.34      12.34      12.34       12.34
11/25/2012             11.93      11.93      11.93      11.93      11.93      11.93       11.93
12/25/2012             12.32      12.32      12.32      12.32      12.32      12.32       12.32
1/25/2013              11.92      11.92      11.92      11.92      11.92      11.92       11.92
2/25/2013              11.91      11.91      11.91      11.91      11.91      11.91       11.91
3/25/2013              13.18      13.18      13.18      13.18      13.18      13.18       13.18
4/25/2013              11.90      11.90      11.90      11.90      11.90      11.90       11.90
5/25/2013              12.29      12.29      12.29      12.29      12.29      12.29       12.29
6/25/2013              11.89      11.89      11.89      11.89      11.89      11.89       11.89
7/25/2013              12.28      12.28      12.28      12.28      12.28      12.28       12.28

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                     Class       Class      Class      Class      Class      Class      Class  
                      A-1        A-2a       A-2b       A-2c       A-2d        M-1        M-2   
                    Cap (%)     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
8/25/2013           16.29         -          -          -        16.22      11.88      11.88   
9/25/2013           16.29         -          -          -        16.22      11.87      11.87   
10/25/2013          16.82         -          -          -        16.75      12.26      12.26   
11/25/2013          16.27         -          -          -        16.20      11.86      11.86   
12/25/2013          16.81         -          -          -        16.74      12.25      12.25   
1/25/2014           16.26         -          -          -        16.19      11.85      11.85   
2/25/2014           16.25         -          -          -        16.18      11.84      11.84   
3/25/2014           17.99         -          -          -        17.91      13.10      13.10   
4/25/2014           14.21         -          -          -        14.14      11.83      11.83   
5/25/2014           13.55         -          -          -        13.48      12.22      12.22   
6/25/2014           13.14         -          -          -        13.07      11.82      11.82   
7/25/2014           13.61         -          -          -        13.53      12.20      12.20   
8/25/2014           13.20         -          -          -        13.13      11.80      11.80   
9/25/2014           13.23         -          -          -        13.15      11.80      11.80   
10/25/2014          13.70         -          -          -        13.62      12.18      12.18   
11/25/2014          13.29         -          -          -        13.22      11.79      11.79   
12/25/2014          13.76         -          -          -        13.69      12.17      12.17   
1/25/2015           13.35         -          -          -        13.28      11.77      11.77   
2/25/2015           13.39         -          -          -        13.32      11.77      11.77   
3/25/2015           14.86         -          -          -        14.78      13.02      13.02   
4/25/2015           13.46         -          -          -        13.39      11.75      11.75   
5/25/2015           13.95         -          -          -        13.87      12.14      12.14   
6/25/2015           13.53         -          -          -        13.46      11.74      11.74   
7/25/2015           14.03         -          -          -        13.95      12.13      12.13   
8/25/2015           13.61         -          -          -        13.54      11.73      11.73   
9/25/2015           13.66         -          -          -        13.59      11.72      11.72   
10/25/2015          14.16         -          -          -        14.09      12.11      12.11   
11/25/2015          13.75         -          -          -        13.68      11.71      11.71   
12/25/2015          14.25         -          -          -        14.18      12.10      12.10   
1/25/2016           13.84         -          -          -        13.77      11.70      11.70   
2/25/2016           13.89         -          -          -        13.82      11.69      11.69   
3/25/2016           14.90         -          -          -        14.83      12.49      12.49   
4/25/2016           13.99         -          -          -        13.92      11.68      11.68   
5/25/2016           14.51         -          -          -        14.44      12.06      12.06   
6/25/2016           14.10         -          -          -        14.03      11.67      11.67   
7/25/2016           14.63         -          -          -        14.56      12.05      12.05   
8/25/2016           14.22         -          -          -        14.15      11.66      11.66   
9/25/2016           14.28         -          -          -        14.21      11.65      11.65   
10/25/2016          14.82         -          -          -        14.75      12.03      12.03   
11/25/2016          14.40         -          -          -        14.33      11.64      11.64   
12/25/2016          14.95         -          -          -        14.88      12.02      12.02   
1/25/2017           14.54         -          -          -        14.47      11.63      11.63   
2/25/2017           14.61         -          -          -        14.54      11.62      11.62   
3/25/2017           16.25         -          -          -        16.18      12.86      12.86   
4/25/2017           14.75         -          -          -        14.68      11.61      11.61   
5/25/2017           15.32         -          -          -        15.25      11.99      11.99   
6/25/2017           14.91         -          -          -        14.84      11.60      11.60   


                      Class      Class      Class      Class      Class      Class      Class  
                       M-3        M-4        M-5        M-6        B-1        B-2        B-3   
                     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
8/25/2013              11.88      11.88      11.88      11.88      11.88      11.88       11.88
9/25/2013              11.87      11.87      11.87      11.87      11.87      11.87       11.87
10/25/2013             12.26      12.26      12.26      12.26      12.26      12.26       12.26
11/25/2013             11.86      11.86      11.86      11.86      11.86      11.86       11.86
12/25/2013             12.25      12.25      12.25      12.25      12.25      12.25       12.25
1/25/2014              11.85      11.85      11.85      11.85      11.85      11.85       11.85
2/25/2014              11.84      11.84      11.84      11.84      11.84      11.84       11.84
3/25/2014              13.10      13.10      13.10      13.10      13.10      13.10       13.10
4/25/2014              11.83      11.83      11.83      11.83      11.83      11.83       11.83
5/25/2014              12.22      12.22      12.22      12.22      12.22      12.22       12.22
6/25/2014              11.82      11.82      11.82      11.82      11.82      11.82       11.82
7/25/2014              12.20      12.20      12.20      12.20      12.20      12.20       12.20
8/25/2014              11.80      11.80      11.80      11.80      11.80      11.80       11.80
9/25/2014              11.80      11.80      11.80      11.80      11.80      11.80       11.80
10/25/2014             12.18      12.18      12.18      12.18      12.18      12.18       12.18
11/25/2014             11.79      11.79      11.79      11.79      11.79      11.79       11.79
12/25/2014             12.17      12.17      12.17      12.17      12.17      12.17       12.17
1/25/2015              11.77      11.77      11.77      11.77      11.77      11.77       11.77
2/25/2015              11.77      11.77      11.77      11.77      11.77      11.77       11.77
3/25/2015              13.02      13.02      13.02      13.02      13.02      13.02         -  
4/25/2015              11.75      11.75      11.75      11.75      11.75      11.75         -  
5/25/2015              12.14      12.14      12.14      12.14      12.14      12.14         -  
6/25/2015              11.74      11.74      11.74      11.74      11.74      11.74         -  
7/25/2015              12.13      12.13      12.13      12.13      12.13      12.13         -  
8/25/2015              11.73      11.73      11.73      11.73      11.73      11.73         -  
9/25/2015              11.72      11.72      11.72      11.72      11.72      11.72         -  
10/25/2015             12.11      12.11      12.11      12.11      12.11      12.11         -  
11/25/2015             11.71      11.71      11.71      11.71      11.71      11.71         -  
12/25/2015             12.10      12.10      12.10      12.10      12.10        -           -  
1/25/2016              11.70      11.70      11.70      11.70      11.70        -           -  
2/25/2016              11.69      11.69      11.69      11.69      11.69        -           -  
3/25/2016              12.49      12.49      12.49      12.49      12.49        -           -  
4/25/2016              11.68      11.68      11.68      11.68      11.68        -           -  
5/25/2016              12.06      12.06      12.06      12.06      12.06        -           -  
6/25/2016              11.67      11.67      11.67      11.67      11.67        -           -  
7/25/2016              12.05      12.05      12.05      12.05      12.05        -           -  
8/25/2016              11.66      11.66      11.66      11.66      11.66        -           -  
9/25/2016              11.65      11.65      11.65      11.65        -          -           -  
10/25/2016             12.03      12.03      12.03      12.03        -          -           -  
11/25/2016             11.64      11.64      11.64      11.64        -          -           -  
12/25/2016             12.02      12.02      12.02      12.02        -          -           -  
1/25/2017              11.63      11.63      11.63      11.63        -          -           -  
2/25/2017              11.62      11.62      11.62      11.62        -          -           -  
3/25/2017              12.86      12.86      12.86      12.86        -          -           -  
4/25/2017              11.61      11.61      11.61        -          -          -           -  
5/25/2017              11.99      11.99      11.99        -          -          -           -  
6/25/2017              11.60      11.60      11.60        -          -          -           -  

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                     Class       Class      Class      Class      Class      Class      Class  
                      A-1        A-2a       A-2b       A-2c       A-2d        M-1        M-2   
                    Cap (%)     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
7/25/2017           15.49         -          -          -        15.42      11.98      11.98   
8/25/2017           15.07         -          -          -        15.00      11.58      11.58   
9/25/2017           15.16         -          -          -        15.09      11.58      11.58   
10/25/2017          15.75         -          -          -        15.68      11.96      11.96   
11/25/2017          15.33         -          -          -        15.27      11.57      11.57   
12/25/2017          15.94         -          -          -        15.87      11.95      11.95   
1/25/2018           15.52         -          -          -        15.45      11.55      11.55   
2/25/2018           15.62         -          -          -        15.55      11.55      11.55   
3/25/2018           17.41         -          -          -        17.33      12.78      12.78   
4/25/2018           15.83         -          -          -        15.76      11.54      11.54   
5/25/2018           16.46         -          -          -        16.39      11.92      11.92   
6/25/2018           16.04         -          -          -        15.98      11.53      11.53   
7/25/2018           16.69         -          -          -        16.62      11.90      11.90   
8/25/2018           16.27         -          -          -        16.20      11.51      11.51   
9/25/2018           16.39         -          -          -        16.32      11.51      11.51   
10/25/2018          17.07         -          -          -        17.00      11.88      11.88   
11/25/2018          16.64         -          -          -        16.58      11.50      11.50   
12/25/2018          17.33         -          -          -        17.26      11.87      11.87   
1/25/2019           16.91         -          -          -        16.84      11.48      11.48   
2/25/2019           17.04         -          -          -        16.98      11.48      11.48   
3/25/2019           19.03         -          -          -        18.95      12.70      12.70   
4/25/2019           17.33         -          -          -        17.27      11.47      11.47   
5/25/2019           18.06         -          -          -        18.00      11.84        -     
6/25/2019           17.64         -          -          -        17.57      11.46        -     
7/25/2019           18.39         -          -          -        18.32      11.83        -     
8/25/2019           17.96         -          -          -        17.89      11.44        -     
9/25/2019           18.13         -          -          -        18.06      11.44        -     
10/25/2019          18.91         -          -          -        18.84      11.81        -     
11/25/2019          18.48         -          -          -        18.41      11.43        -     
12/25/2019          19.28         -          -          -        19.21      11.80        -     
1/25/2020           18.86         -          -          -        18.80        -          -     
2/25/2020           19.20         -          -          -        19.13        -          -     
3/25/2020           20.90         -          -          -        20.83        -          -     
4/25/2020           19.93         -          -          -        19.86        -          -     
5/25/2020           21.01         -          -          -        20.94        -          -     
6/25/2020           20.77         -          -          -        20.70        -          -     
7/25/2020           21.94         -          -          -        21.88        -          -     
8/25/2020           21.74         -          -          -        21.68        -          -     
9/25/2020           22.28         -          -          -        22.22        -          -     
10/25/2020          23.64         -          -          -        23.57        -          -     
11/25/2020          23.52         -          -          -        23.45        -          -     
12/25/2020          25.02         -          -          -        24.96        -          -     
1/25/2021           24.98         -          -          -        24.92        -          -     
2/25/2021           25.82         -          -          -        25.75        -          -     
3/25/2021           29.60         -          -          -        29.53        -          -     
4/25/2021           27.76         -          -          -        27.69        -          -     
5/25/2021           29.85         -          -          -        29.79        -          -     


                      Class      Class      Class      Class      Class      Class      Class  
                       M-3        M-4        M-5        M-6        B-1        B-2        B-3   
                     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
7/25/2017              11.98      11.98      11.98        -          -          -           -  
8/25/2017              11.58      11.58      11.58        -          -          -           -  
9/25/2017              11.58      11.58      11.58        -          -          -           -  
10/25/2017             11.96      11.96      11.96        -          -          -           -  
11/25/2017             11.57      11.57        -          -          -          -           -  
12/25/2017             11.95      11.95        -          -          -          -           -  
1/25/2018              11.55      11.55        -          -          -          -           -  
2/25/2018              11.55      11.55        -          -          -          -           -  
3/25/2018              12.78      12.78        -          -          -          -           -  
4/25/2018              11.54        -          -          -          -          -           -  
5/25/2018              11.92        -          -          -          -          -           -  
6/25/2018              11.53        -          -          -          -          -           -  
7/25/2018              11.90        -          -          -          -          -           -  
8/25/2018              11.51        -          -          -          -          -           -  
9/25/2018              11.51        -          -          -          -          -           -  
10/25/2018               -          -          -          -          -          -           -  
11/25/2018               -          -          -          -          -          -           -  
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2/25/2020                -          -          -          -          -          -           -  
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                     Class       Class      Class      Class      Class      Class      Class  
                      A-1        A-2a       A-2b       A-2c       A-2d        M-1        M-2   
                    Cap (%)     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
6/25/2021           30.16         -          -          -        30.10        -          -     
7/25/2021           32.64         -          -          -        32.58        -          -     
8/25/2021           33.21         -          -          -        33.14        -          -     
9/25/2021           35.06         -          -          -        35.00        -          -     
10/25/2021          38.44         -          -          -        38.37        -          -     
11/25/2021          39.69         -          -          -        39.62        -          -     
12/25/2021          44.05         -          -          -        43.98        -          -     
1/25/2022           46.14         -          -          -        46.08        -          -     
2/25/2022           50.43         -          -          -        50.37        -          -     
3/25/2022           61.75         -          -          -        61.68        -          -     
4/25/2022           62.59         -          -          -        62.53        -          -     
5/25/2022           74.01         -          -          -        73.94        -          -     
6/25/2022             -           -          -          -        84.05        -          -     
7/25/2022             -           -          -          -        105.87       -          -     
8/25/2022             -           -          -          -        132.30       -          -     
9/25/2022             -           -          -          -        188.99       -          -     
10/25/2022            -           -          -          -        349.56       -          -     
11/25/2022            -           -          -          -          *          -          -     
12/25/2022            -           -          -          -          -          -          -     


                      Class      Class      Class      Class      Class      Class      Class  
                       M-3        M-4        M-5        M-6        B-1        B-2        B-3   
                     Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%)    Cap (%) 
Distribution Date  Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360 Actual/360
-----------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
                                                                                               
6/25/2021              -          -          -          -          -          -           -    
7/25/2021              -          -          -          -          -          -           -    
8/25/2021              -          -          -          -          -          -           -    
9/25/2021              -          -          -          -          -          -           -    
10/25/2021             -          -          -          -          -          -           -    
11/25/2021             -          -          -          -          -          -           -    
12/25/2021             -          -          -          -          -          -           -    
1/25/2022              -          -          -          -          -          -           -    
2/25/2022              -          -          -          -          -          -           -    
3/25/2022              -          -          -          -          -          -           -    
4/25/2022              -          -          -          -          -          -           -    
5/25/2022              -          -          -          -          -          -           -    
6/25/2022              -          -          -          -          -          -           -    
7/25/2022              -          -          -          -          -          -           -    
8/25/2022              -          -          -          -          -          -           -    
9/25/2022              -          -          -          -          -          -           -    
10/25/2022             -          -          -          -          -          -           -    
11/25/2022             -          -          -          -          -          -           -    
12/25/2022             -          -          -          -          -          -           -    

----------                                                                      

(1)   Annualized interest rate based on total interest paid to the applicable   
class of certificates including Accrued Certificate Interest, Unpaid
Interest Amounts and Basis Risk CarryForward Amounts divided by the 
current Class Certificate Balance.                                  

(2)   Assumes 100% of prepayment assumption, no losses, One-Month LIBOR of 20%  
and the Loan Index of 20% and that the optional clean-up call is not
exercised.                                                          

*     On the Distribution Date in November 2022, the Class A-2d has a beginning 
  balance of approximately $44,184 and is paid approximately $219,109 in
interest.                                                           

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Final Scheduled Distribution Date                                               

The "Final Scheduled Distribution Date" for each class of Offered   
Certificates is the distribution date occurring in February 2036.               

The Final Scheduled Distribution Dates for all classes have been    
calculated as the distribution date in the month following the month in which   
the latest maturity date of any mortgage loan occurs.                           

 Since the rate of distributions in reduction of the Class Certificate
Balance of each class of Offered Certificates will depend on the rate of payment
(including prepayments) of the mortgage loans, the Class Certificate Balance of 
each class could be reduced to zero significantly earlier or later than the     
Final Scheduled Distribution Date. The rate of payments on the mortgage loans   
will depend on their particular characteristics, as well as on prevailing       
interest rates from time to time and other economic factors, and no assurance   
can be given as to the actual payment experience of the mortgage loans. See     
"--Prepayment Considerations and Risks" and "--Weighted Average Lives of the    
Offered Certificates" above in this prospectus supplement and "Yield            
Considerations" in the prospectus.                                              

 FEDERAL INCOME TAX CONSIDERATIONS

 The discussion in this section and in the section "Federal Income Tax
Consequences" in the prospectus is based upon laws, regulations, rulings and    
decisions now in effect, all of which are subject to change. The discussion     
below and in the prospectus does not purport to deal with all federal tax       
consequences applicable to all categories of investors, some of which may be    
subject to special rules. Investors may wish to consult their own tax advisors  
in determining the federal, state, local and any other tax consequences to them 
of the purchase, ownership and disposition of the Offered Certificates.         
References in this section and in the "ERISA Considerations" section of this    
prospectus supplement to the "Code" and "Sections" are to the Internal Revenue  
Code of 1986, as amended.                                                       

General                                                                         

     The pooling and servicing agreement provides that the trust (exclusive of
the assets held in the Excess Reserve Fund Account, the Swap Account and certain
other accounts specified in the pooling and servicing agreement and the right of
each class of Offered Certificates to receive Basis Risk CarryForward Amounts), 
will comprise multiple REMICs organized in a tiered REMIC structure (each a     
"Trust REMIC"). Each class of Offered Certificates (exclusive of the right to   
receive Basis Risk CarryForward Amounts) represents ownership of a regular      
interest in a Trust REMIC. The Class R certificates will represent ownership of 
the sole class of residual interest in each of the Trust REMICs. In addition,   
each class of Offered Certificates will represent a beneficial interest in the  
right to receive payments of Basis Risk CarryForward Amounts from the Excess    
Reserve Fund Account and the Swap Account. Elections will be made to treat each 
of the Trust REMICs as a REMIC for federal income tax purposes.                 

   Upon the issuance of the Offered Certificates, Cadwalader, Wickersham &
Taft LLP will deliver its opinion to the effect that, assuming compliance with  
the pooling and servicing agreement, for federal income tax purposes, each Trust
REMIC will qualify as a REMIC within the meaning of Section 860D of the Code.   

Taxation of Regular Interests                                                   

   A holder of a class of Offered Certificates will be treated for federal
income tax purposes as owning an interest in the corresponding class of regular 
interests (each, a "Regular Interest") in a Trust REMIC. In addition, the       
pooling and servicing agreement provides that each holder of an Offered         
Certificate will be treated as owning an interest in a limited recourse interest
rate cap contract (each, a "Basis Risk Contract"), representing the right to    
receive Basis Risk CarryForward Amounts from the Excess Reserve Fund Account and
the Swap Account. The Regular Interest component of an Offered Certificate      
generally will be entitled to receive interest and principal payments at the    
times and in the amounts equal to those made on the Offered Certificate to which
it corresponds, except that (i) the maximum interest rate of that Regular       
Interest component will equal the lesser of the Group I Loan Cap or Group II    
Loan Cap, as applicable, or the WAC Cap, in each case computed for this purpose 
without regard to any Swap Termination Payment, (ii) Basis Risk CarryForward    
Amounts will be payable from both the Excess Reserve Fund Account and the Swap  
Account, and (iii) any Swap Termination Payment will be treated as              

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being payable first from Net Monthly Excess Cash Flow and second from amounts   
distributed on the Regular Interests. As a result of the foregoing, the amount  
of distributions on the Regular Interest component of an Offered Certificate may
exceed the actual amount of distributions on the Offered Certificate.           

   A holder of an Offered Certificate must allocate its purchase price for
the Offered Certificate between its components - the Regular Interest component 
and the Basis Risk Contract component. To the extent the Basis Risk Contract    
component has significant value, the Regular Interest component will be viewed  
as having been issued with a lesser premium or an additional amount of original 
issue discount ("OID") (which could cause the total amount of OID to exceed a   
statutorily defined de minimis amount). See "Federal Income Tax                 
Consequences--REMIC--Taxation of Owners of REMIC Regular Certificates" in the   
prospectus.                                                                     

    Upon the sale, exchange, or other disposition of an Offered Certificate,
the holder must allocate the amount realized between the components of the      
Offered Certificate based on the relative fair market values of those components
at the time of sale. Assuming that an Offered 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 Basis Risk Contract component should be       
capital gain or loss and gain or loss on the Regular Interest component will be 
treated as described in the prospectus under "Federal Income Tax                
Consequences--REMICS--Taxation of Owners of REMIC Regular Certificates--Sale,   
Exchange or Redemption."                                                        

     Interest on the Regular Interest component of an Offered Certificate must
be included in income by a holder under the accrual method of accounting,       
regardless of the holder's regular method of accounting. In addition, the       
Regular Interest components of the Offered Certificates could be considered to  
have been issued with OID. See "Federal Income Tax                              
Consequences--REMICS--Taxation of Owners of REMIC Regular Certificates--Sale,   
Exchange or Redemption" 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 applicable prepayment assumption. No
representation is made that the mortgage loans will prepay at such a rate or at 
any other rate. OID must be included in income as it accrues on a constant yield
method, regardless of whether the holder receives currently the cash            
attributable to such OID.                                                       

Status of the Offered Certificates                                              

The Regular Interest components of the Offered Certificates will be 
treated as assets described in Section 7701(a)(19)(C) of the Code for a         
"domestic building and loan association," and as "real estate assets" under     
Section 856(c)(5)(B) of the Code for a "real estate investment trust" ("REIT"), 
generally, in the same proportion that the assets of the trust, exclusive of the
Excess Reserve Fund Account and the Swap Account, would be so treated. In       
addition, to the extent the Regular Interest component of an Offered Certificate
represents real estate assets under Section 856(c)(5)(B) of the Code, the       
interest derived from that component would be interest on obligations secured by
interests in real property for purposes of Section 856(c)(3)(B) of the Code for 
a REIT. The Basis Risk Contract components of the Offered Certificates will not,
however, qualify as assets described in Section 7701(a)(19)(C) of the Code or as
real estate assets under Section 856(c)(5)(B) of the Code.                      

The Basis Risk Contract Component                                               

    Each holder of an Offered Certificate will be treated for federal income
tax purposes as having entered into a notional principal contract pursuant to   
its rights to receive payment with respect to the Basis Risk Contract component 
on the date it purchases its certificate. The Basis Risk Contract components are
beneficially owned by the holders of the Offered Certificates in the portion of 
the trust fund, exclusive of the REMICs, which is treated as a grantor trust for
federal income tax purposes. The Internal Revenue Service (the "IRS") has issued
final regulations under Section 446 of the Code relating to notional principal  
contracts (the "Notional Principal Contract Regulations").                      

     As indicated above, holders of the Offered Certificates must allocate the
price they pay for such certificates between the Regular Interest component and 
the Basis Risk Contract component based on their relative fair market values. To
the extent the Basis Risk Contract component is determined to have a value on   
the closing date that is greater than zero, a portion of such purchase price    
will be allocable to such rights, and such portion will be treated as a cap     
premium (the "Cap Premium") paid by holders of the Offered Certificates. A      
holder of an Offered Certificate will be required to amortize the Cap Premium   
under a level payment method as if the Cap Premium                              

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represented the present value of a series of equal payments made over the life  
of the Basis Risk Contract (adjusted to take into account decreases in notional 
principal amount), discounted at a rate equal to the rate used to determine the 
amount of the Cap Premium (or some other reasonable rate). Holders are urged to 
consult their tax advisors concerning the appropriate method of amortizing any  
Cap Premium. The Notional Principal Contract Regulations treat a nonperiodic    
payment made under a cap contract as a loan for federal income tax purposes if  
the payment is "significant." It is not known whether any Cap Premium would be  
treated in part as a loan under the Notional Principal Contract Regulations.    

    Under the Notional Principal Contract Regulations (i) all taxpayers must
recognize periodic payments with respect to a notional principal contract under 
the accrual method of accounting, and (ii) any periodic payments received under 
the applicable Basis Risk Contract must be netted against payments, if any,     
deemed made as a result of the Cap Premiums over the recipient's taxable year,  
rather than accounted for on a gross basis. Net income or deduction with respect
to net payments under a Basis Risk Contract for a taxable year should constitute
ordinary income or ordinary deduction. The IRS could contend the amount is      
capital gain or loss, but such treatment is unlikely, at least in the absence of
further regulations. Any regulations requiring capital gain or loss treatment   
presumably would apply only prospectively.                                      

      In addition, any amounts payable on a Regular Interest component in excess
of the amount of payments on the Offered Certificates to which it relates as a  
result of certain Swap Termination Payments will be treated as having been      
received by the beneficial owners of such Offered Certificates and then paid by 
such owners to the Swap Account pursuant to the Basis Risk Contract, and such   
excess may 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 Basis Risk Contract for such taxable year. Although not     
clear, net income or a net deduction with respect to the Basis Risk Contract    
should be treated as ordinary income or as an ordinary deduction. Alternatively,
such payments by beneficial owners of the Offered Certificates may be treated as
a guarantee of the obligation of the holder of the Class X certificates to make 
payments under the interest rate swap agreement.                                

Any amount of proceeds from the sale, redemption or retirement of an
Offered Certificate that is considered to be allocated to the holder's rights   
under the applicable Basis Risk Contract would be considered a "termination     
payment" under the Notional Principal Contract Regulations allocable to that    
Offered Certificate. A holder of such Offered Certificate will have gain or loss
from such a termination of a Basis Risk Contract equal to (i) any termination   
payment it received or is deemed to have received minus (ii) the unamortized    
portion of any Cap Premium paid (or deemed paid) by the beneficial owner upon   
entering into or acquiring its interest in a Basis Risk Contract.               

    Gain or loss realized upon the termination of a Basis Risk Contract will
generally be treated as capital gain or loss. Moreover, in the case of a bank or
thrift institution, Section 582(c) of the Code would likely not apply to treat  
such gain or loss as ordinary.                                                  

     A beneficial owner's ability to recognize a net deduction with respect to
the Basis Risk Contract component of an Offered Certificate or any such         
guarantee payment may be limited under Sections 67 and/or 68 of the Code in the 
case of (1) estates and trusts and (2) 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 Basis Risk Contract component or  
any such guarantee payment in computing the beneficial owner's alternative      
minimum tax liability. Because a beneficial owner of an Offered Certificate will
be required to include in income the amount deemed to have been paid by such    
owner pursuant to the Basis Risk Contract or such guarantee but may not be able 
to deduct that amount from income, a beneficial owner of an Offered Certificate 
may have income that exceeds cash distributions on the Offered Certificate, in  
any period and over the term of the Offered Certificate. As a result, the       
Offered Certificates may not be a suitable investment for any taxpayer whose net
deduction with respect to the Basis Risk Contract or guarantee would be subject 
to the limitations described above. Subject to the foregoing, if for any year   
the amount of that year's amortized cost exceeds the sum of the periodic        
payments, such excess is allowable as an ordinary deduction.                    

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Other Matters                                                                   

      For a discussion of information reporting, backup withholding and taxation
of foreign investors in the certificates, see "Federal Income Tax               
Consequences--Administrative Matters" and "--REMIC--Taxation of Owners of       
Regular Interests--Non-U.S. Persons" in the prospectus.                         

 STATE AND LOCAL TAXES

    The depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the Offered Certificates under the tax    
laws of any state or local jurisdiction. Investors considering an investment in 
the Offered Certificates may wish to consult their own tax advisors regarding   
these tax consequences.                                                         

ERISA CONSIDERATIONS

      The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Code, impose requirements on employee benefit plans     
subject to Title I of ERISA, and on certain other retirement plans and          
arrangements, including individual retirement accounts and annuities and Keogh  
plans, as well as on collective investment funds, separate accounts and other   
entities in which such plans, accounts or arrangements are invested             
(collectively, the "Plans") and on persons who bear certain relationships to    
such Plans. See "ERISA Considerations" in the prospectus.                       

    The U.S. Department of Labor (the "DOL") has granted to Morgan Stanley &
Co. Incorporated, the underwriter, an administrative exemption (Prohibited      
Transaction Exemption ("PTE") 90-24, Exemption Application No. D-8019, 55 Fed.  
Reg. 20548 (1990)) (the "Exemption") from certain of the prohibited transaction 
rules of ERISA with respect to the initial purchase, the holding and the        
subsequent resale by Plans of certificates representing interests in            
asset-backed pass-through trusts that consist of certain receivables, loans and 
other obligations that meet the conditions and requirements of the Exemption.   
The receivables covered by the Exemption include secured residential,           
commercial, and home equity loans such as the mortgage loans in the trust fund. 
The Exemption was amended by PTE 2000-58, Exemption Application No. D-10829, 65 
Fed. Reg. 67765 (2000) and PTE 2002-41, Exemption Application No. D-11077, 67   
Fed. Reg. 54487 (2002) to extend exemptive relief to certificates, including    
Subordinated Certificates, rated in the four highest generic rating categories  
in certain designated transactions, provided the conditions of the Exemption are
met. The Exemption will apply to the acquisition, holding and resale of the     
Offered Certificates (the "ERISA Eligible Certificates") by a Plan, provided    
that specific conditions (certain of which are described below) are met.        

Among the conditions which must be satisfied for the Exemption, as  
amended, to apply to the ERISA Eligible Certificates are the following: (i) The 
acquisition of the ERISA Eligible Certificates by a Plan is on terms (including 
the price for the                                                               

          ERISA Eligible Certificates) that are at least as favorable to the
  Plan as they would be in an arm's-length transaction with an unrelated
party;                                                              

      (ii) The ERISA Eligible Certificates acquired by the Plan have
     received a rating at the time of such acquisition that is one of the four
highest generic rating categories from Fitch, Moody's or S&P;       

        (iii) The trustee is not an affiliate of any other member of the
Restricted Group (as defined below), other than an underwriter;     

            (iv) The sum of all payments made to and retained by the underwriter
  in connection with the distribution of the ERISA Eligible Certificates
 represents not more than reasonable compensation for underwriting the
     ERISA Eligible Certificates. The sum of all payments made to and retained
    by the depositor pursuant to the sale of the ERISA Eligible Certificates
    to the trust fund represents not more than the fair market value of such
mortgage loans. The sum of all payments made to and retained by the 
servicer represents not more than reasonable compensation for such  
servicer's services under the pooling and servicing agreement and   
   reimbursement of such servicer's reasonable expenses in connection with
its services; and                                                   

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       (v) The Plan investing in the ERISA Eligible Certificates is an
     "accredited investor" as defined in Rule 501(a)(1) of Regulation D of the
   Securities and Exchange Commission under the Securities Act of 1933, as
amended.                                                            

Moreover, the Exemption would provide relief from certain           
self-dealing/conflict of interest prohibited transactions that may arise when a 
Plan fiduciary causes a Plan to acquire certificates in a trust containing      
receivables on which the fiduciary (or its affiliate) is an obligor only if,    
among other requirements, (i) in the case of the acquisition of ERISA Eligible  
Certificates in connection with the initial issuance, at least 50% of each class
of ERISA Eligible Certificates and at least 50% of the aggregate interests in   
the trust fund are acquired by persons independent of the Restricted Group (as  
defined below), (ii) the Plan's investment in ERISA Eligible Certificates does  
not exceed 25% of each class of ERISA Eligible Certificates outstanding at the  
time of the acquisition, (iii) immediately after the acquisition, no more than  
25% of the assets of any Plan for which the fiduciary has discretionary         
authority or renders investment advice are invested in certificates representing
an interest in one or more trusts containing assets sold or serviced by the same
entity, and (iv) the fiduciary or its affiliate is an obligor with respect to   
obligations representing no more than 5% of the fair market value of the        
obligations in the trust. This relief is not available to Plans sponsored by the
depositor, the underwriter, the Swap Provider, the trustee, the servicer, any   
obligor with respect to mortgage loans included in the trust fund constituting  
more than five percent of the aggregate unamortized principal balance of the    
assets in the trust fund, or any affiliate of such parties (the "Restricted     
Group").                                                                        

      Except as provided below with respect to the interest rate swap agreement,
the depositor believes that the Exemption will apply to the acquisition and     
holding by Plans of the ERISA Eligible Certificates sold by the underwriter and 
that all conditions of the Exemption other than those within the control of the 
investors have been met. In addition, as of the date of this prospectus         
supplement, there is no obligor with respect to mortgage loans included in the  
trust fund constituting more than 5% of the aggregate unamortized principal     
balance of the assets of the trust fund.                                        

   Each purchaser that is a Plan or that is investing on behalf of or with
plan assets of a Plan in reliance on the Exemption will be deemed to represent  
that it qualifies as an accredited investor as defined in Rule 501(a)(1) of     
Regulation D of the Securities Act.                                             

 The rating of a certificate may change. If a class of certificates no
longer has a rating of at least BBB- or its equivalent, then certificates of    
that class will no longer be eligible for relief under the Exemption, and       
consequently may not be purchased by or sold to a Plan (although a Plan that had
purchased the certificates when it had a permitted rating would not be required 
by the Exemption to dispose of it).                                             

      The interest rate swap agreement does not meet all of the requirements for
an "eligible swap" under the Exemption, and consequently is not eligible for the
exemptive relief available under the Exemption. For ERISA purposes, an interest 
in a class of Offered Certificates should represent beneficial interest in two  
assets, (i) the right to receive payments with respect to the applicable class  
without taking into account payments made or received with respect to the       
interest rate swap agreement and (ii) the rights and obligations under the      
interest rate swap agreement. A Plan's purchase and holding of an ERISA Eligible
Certificate could constitute or otherwise result in a prohibited transaction    
under ERISA and Section 4975 of the Code between the Plan and the Swap Provider 
unless an exemption is available.                                               

     Accordingly, as long as the interest rate swap agreement is in effect, no
Plan or other person using Plan assets may acquire or hold any interest in an   
ERISA Eligible Certificate unless such acquisition or holding is eligible for   
the exemptive relief available under Department of Labor Prohibited Transaction 
Class Exemption ("PTE") 84-14 (for transactions by independent "qualified       
professional asset managers"), PTE 91-38 (for transactions by bank collective   
investment funds), PTE 90-1 (for transactions by insurance company pooled       
separate accounts), PTE 95-60 (for transactions by insurance company general    
accounts) or PTE 96-23 (for transactions effected by "in-house asset managers") 
or similar exemption under similar law (collectively, the "Investor-Based       
Exemptions"). It should be noted, however, that even if the conditions specified
in one or more of the Investor-Based Exemptions are met, the scope of relief    
provided by the Investor-Based Exemptions may not necessarily cover all acts    
that might be construed as prohibited transactions. Plan fiduciaries should     
consult their legal counsel concerning these issues. As long as the interest    
rate swap agreement is in effect, each beneficial owner of an ERISA Eligible    
Certificate, or any interest in an ERISA Eligible Certificate, shall be deemed  
to have represented that either                                                 

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(i) it is not a Plan or person using Plan assets or (ii) the acquisition and    
holding of the Offered Certificate are eligible for the exemptive relief        
available under at least one of the Investor-Based Exemptions.                  

     Employee benefit plans that are governmental plans (as defined in section
3(32) of ERISA) and certain church plans (as defined in section 3(33) of ERISA) 
are not subject to ERISA requirements. However, such plans may be subject to    
applicable provisions of other federal and state laws materially similar to the 
provisions of ERISA or the Code.                                                

      Any Plan fiduciary who proposes to cause a Plan to purchase ERISA Eligible
Certificates should consult with its own counsel with respect to the potential  
consequences under ERISA and the Code of the Plan's acquisition and ownership of
ERISA Eligible Certificates. Assets of a Plan should not be invested in the     
ERISA Eligible Certificates unless it is clear that the assets of the trust fund
will not be plan assets or unless it is clear that the Exemption and, as long as
the interest rate swap agreement is in effect, one or more of the Investor-Based
Exemptions will apply and exempt all potential prohibited transactions.         

LEGAL INVESTMENT

    The Class A-1 certificates will constitute "mortgage related securities"
for purposes of Secondary Mortgage Market Enhancement Act of 1984, as amended   
("SMMEA"), so long as they are rated in one of the two highest rating categories
by Fitch, Moody's, S&P or another nationally recognized statistical rating      
organization. The Class A-2a, Class A-2b, Class A-2c, Class A-2d, Class M-1,    
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and 
Class B-3 certificates will not constitute "mortgage related securities" for    
purposes of SMMEA and, as a result, the appropriate characterization of those   
classes of certificates under various legal investment restrictions, and the    
ability of investors subject to these restrictions to purchase those classes,   
are subject to significant interpretive uncertainties.                          

 Except as to the status of certain classes of Offered Certificates as
"mortgage related securities," no representations are made as to the proper     
characterization of the Offered Certificates for legal investment, financial    
institution regulatory, or other purposes, or as to the ability of particular   
investors to purchase the Offered Certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future     
determinations concerning the legal investment or financial institution         
regulatory characteristics of the Offered Certificates) may adversely affect the
liquidity of the Offered Certificates.                                          

     All investors whose investment activities are subject to legal investment
laws and regulations, regulatory capital requirements, or review by regulatory  
authorities should consult with their own legal advisors in determining whether 
and to what extent the Offered Certificates will constitute legal investments   
for them or are subject to investment, capital, or other restrictions.          

See "Legal Investment" in the prospectus.                           

PLAN OF DISTRIBUTION

    Subject to the terms and conditions of the underwriting agreement, dated
March 27, 2006, between the depositor and the underwriter, the depositor has    
agreed to sell to the underwriter and the underwriter has agreed to purchase    
from the depositor the Offered Certificates.                                    

   The depositor is obligated to sell, and the underwriter is obligated to
purchase, all of the certificates offered under this prospectus supplement if   
any are purchased.                                                              

   The underwriter has advised the depositor that it proposes to offer the
Offered Certificates purchased by the underwriter for sale from time to time in 
one or more negotiated transactions or otherwise, at market prices prevailing at
the time of sale, at prices related to such market prices or at negotiated      
prices. The underwriter may effect such transactions by selling such            
certificates to or through dealers, and such dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the         
underwriter or purchasers of the Offered Certificates for whom they may act as  
agent. Any dealers that participate with the underwriter in the distribution of 
the Offered Certificates purchased by the underwriter may be deemed to be an    
underwriter, and any discounts or commissions received by them or the           
underwriter and any profit on the resale of Offered Certificates by             

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them or the underwriter may be deemed to be underwriting discounts or           
commissions under the Securities Act of 1933.                                   

  The depositor has been advised by the underwriter that the underwriter
presently intends to make a market in the Offered Certificates, as permitted by 
applicable laws and regulations. The underwriter is not obligated to make a     
market in the Offered Certificates and any market making may be discontinued at 
any time at the sole discretion of the underwriter. Accordingly, no assurance   
can be given as to the liquidity of, or trading markets for, the Offered        
Certificates.                                                                   

For further information regarding any offer or sale of the Offered  
Certificates pursuant to this prospectus supplement and the accompanying        
prospectus, see "Method of Distribution" in the prospectus.                     

     The underwriting agreement provides that the depositor will indemnify the
underwriter or contribute to losses arising out of certain liabilities,         
including liabilities under the Securities Act.                                 

Morgan Stanley & Co. Incorporated, the underwriter, is an affiliate,
through common parent ownership, of Morgan Stanley Capital Services Inc., the   
interest rate swap provider, and Morgan Stanley Mortgage Capital Inc., the      
sponsor.                                                                        

 LEGAL MATTERS

   The validity of the certificates and certain federal income tax matters
will be passed upon for the depositor and the underwriter by Cadwalader,        
Wickersham & Taft LLP, New York, New York.                                      

 REPORTS TO CERTIFICATEHOLDERS

The trustee will be required to prepare and make available to the   
certificateholders statements containing information with respect to principal  
and interest payments and the trust, as is described in this prospectus         
supplement. See "Description of the Certificates--Reports to Certificateholders"
in this prospectus supplement. Copies of these statements will be filed with the
SEC through its EDGAR system located at "http://www.sec.gov" under the name of  
"Morgan Stanley Capital I Inc. Trust 2006-NC2" as an exhibit to the monthly     
distribution reports on Form 10-D for the certificates for so long as the trust 
is subject to the reporting requirement of the Securities Exchange Act of 1934, 
as amended. In addition, the servicer will be required to furnish to the trustee
or the depositor, as applicable, the compliance statements, assessments of      
compliance and attestation reports detailed under "Pooling and Servicing        
Agreement--Servicer Reports" in this prospectus supplement. Copies of these     
statements and reports will be filed with the SEC under the name of the trust as
an exhibit to the trust's annual statement on Form 10-K for the Offered         
Certificates.                                                                   

 RATINGS

    In order to be issued, the Offered Certificates must be assigned ratings
not lower than the following by S&P, Fitch, DBRS and Moody's:                   

Class          S&P       Fitch        DBRS        Moody's               
-----          ---       -----        ----        -------               
A-1            AAA        AAA         AAA           Aaa                 
A-2a           AAA        AAA         AAA           Aaa                 
A-2b           AAA        AAA         AAA           Aaa                 
A-2c           AAA        AAA         AAA           Aaa                 
A-2d           AAA        AAA         AAA           Aaa                 
M-1            AA+        AA+       AA(high)        Aa1                 
M-2            AA         AA+          AA           Aa2                 
M-3            AA-        AA        AA(low)         Aa3                 
M-4            A+         A+        A(high)         A1                  
M-5             A          A        A(high)         A2                  
M-6            A-         A-           A            A3                  
B-1           BBB+       BBB+      BBB(high)       Baa1                 
B-2            BBB        BBB         BBB          Baa2                 
B-3           BBB-       BBB-       BBB(low)       Baa3                 

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A securities rating addresses the likelihood of the receipt by a    
certificateholder of distributions on the mortgage loans to which they are      
entitled by the Final Scheduled Distribution Date. 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 the
Basis Risk CarryForward Amount or the possibility that a holder of an Offered   
Certificate might realize a lower than anticipated yield. Explanations of the   
significance of such ratings may be obtained from Standard & Poor's Ratings     
Services, 55 Water Street, New York, New York 10041, Fitch, Inc., One State     
Street Plaza, New York, New York 10007, Moody's Investors Service, Inc., 99     
Church Street, New York, New York 10007 and Dominion Bond Rating Service, One   
Exchange Plaza, New York, New York 10006.                                       

     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. S&P, Fitch, DBRS and Moody's will monitor the ratings    
assigned to the Offered Certificates while the Offered Certificates remain      
outstanding. In the event that the ratings initially assigned to any of the     
Offered Certificates by S&P, Fitch, DBRS or Moody's 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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GLOSSARY

The following terms have the meanings given below when used in this 
prospectus supplement.                                                          

"Accrued Certificate Interest" means, for each class of Offered     
Certificates on any distribution date, the amount of interest accrued during the
related Interest Accrual Period on the related Class Certificate Balance        
immediately prior to such distribution date at the related Pass-Through Rate, as
reduced by that class's share of net prepayment interest shortfalls and any     
shortfalls resulting from the application of the Relief Act, as described in    
"Description of the Certificates--Distributions of Interest and Principal" in   
this prospectus supplement.                                                     

"Adjustment Date" has the meaning set forth in "The Mortgage Loan   
Pool--Adjustable Rate Mortgage Loans" in this prospectus supplement.            

    "Applied Realized Loss Amount" has the meaning set forth in "Description
of the Certificates--Distributions of Interest and Principal" in this prospectus
supplement.                                                                     

      "Available Funds" means, with respect to any distribution date, the sum of
the following amounts, to the extent received by the trustee, with respect to   
the mortgage loans, net of amounts payable or reimbursable to the depositor, the
servicer and the trustee: (i) the aggregate amount of monthly payments on the   
mortgage loans due on the related due date and received by the servicer on or   
prior to the related Determination Date, after deduction of the aggregate       
servicing fee in respect of prior distribution dates and the other components of
the Expense Fee Rate for that distribution date, together with any related P&I  
Advance; (ii) certain unscheduled payments in respect of the mortgage loans     
received by the servicer during the related Prepayment Period, including        
prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,   
excluding Prepayment Premiums; (iii) Compensating Interest payments from the    
servicer to the trustee, in respect of net prepayment interest shortfalls for   
that distribution date; (iv) the proceeds from repurchases of mortgage loans,   
and any Substitution Adjustment Amounts received in connection with             
substitutions for mortgage loans, with respect to that distribution date; and   
(v) all proceeds received with respect to any optional clean-up call. The       
holders of the Class P certificates will be entitled to all Prepayment Premiums 
received on the mortgage loans and such amounts will not be part of Available   
Funds or available for distribution to the holders of the Offered Certificates. 

"Basic Principal Distribution Amount" means, with respect to any    
distribution date, the excess of (i) the Principal Remittance Amount for that   
distribution date over (ii) the Excess Subordinated Amount, if any, for that    
distribution date.                                                              

      "Basis Risk CarryForward Amount" has the meaning set forth in "Description
of the Certificates--Excess Reserve Fund Account" in this prospectus supplement.

  "Basis Risk Contract" has the meaning set forth in "Federal Income Tax
Considerations--Taxation of Regular Interests" in this prospectus supplement.   

 "Basis Risk Payment" has the meaning set forth in "Description of the
Certificates--Excess Reserve Fund Account" in this prospectus supplement.       

 "Class A" means, collectively, the Class A-1, Class A-2a, Class A-2b,
Class A-2c and Class A-2d certificates.                                         

     "Class A Certificate Group" means either the Group I Class A Certificates
or the Group II Class A Certificates, as applicable.                            

      "Class A Principal Allocation Percentage" for any distribution date is the
percentage equivalent of a fraction, determined as follows:                     

         (1) with respect to the Group I Class A Certificates, a fraction,
    the numerator of which is the portion of the Principal Remittance Amount
     for that distribution date that is attributable to the principal received
     or advanced on the group I mortgage loans and the denominator of which is
the Principal Remittance Amount for that distribution date; and     

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          (2) with respect to the Group II Class A Certificates, a fraction,
    the numerator of which is the portion of the Principal Remittance Amount
     for that distribution date that is attributable to the principal received
      or advanced on the group II mortgage loans and the denominator of which is
the Principal Remittance Amount for that distribution date.         

    "Class A Principal Distribution Amount" with respect to any distribution
date is the excess of (A) the aggregate Class Certificate Balance of the Class A
certificates immediately prior to that distribution date over (B) the lesser of 
(x) approximately 60.80% of the aggregate Stated Principal Balance of the       
mortgage loans for that distribution date and (y) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over $7,100,154.                                                           

 "Class B" means, collectively, the Class B-1, Class B-2 and Class B-3
certificates.                                                                   

      "Class B-1 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date), (D) the Class        
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
distribution date), (E) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that distribution date), (F) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
distribution date), (G) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that distribution date), and (H) the Class    
Certificate Balance of the Class B-1 certificates immediately prior to that     
distribution date over (ii) the lesser of (A) approximately 89.50% of the       
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date and (B) the excess, if any, of the aggregate Stated Principal Balance of   
the mortgage loans for that distribution date over $7,100,154.                  

      "Class B-2 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date), (D) the Class        
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
distribution date), (E) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that distribution date), (F) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
distribution date), (G) the Class Certificate Balance of the Class M-6          
certificates (after taking into account the distribution of the Class M-6       
Principal Distribution Amount for that distribution date), (H) the Class        
Certificate Balance of the Class B-1 certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for that            
distribution date), and (I) the Class Certificate Balance of the Class B-2      
certificates immediately prior to that distribution date over (ii) the lesser of
(A) approximately 91.70% of the aggregate Stated Principal Balance of the       
mortgage loans for that distribution date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over $7,100,154.                                                           

      "Class B-3 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date), (D) the Class        
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
distribution date), (E) the Class Certificate Balance of the Class M-4          
certificates (after                                                             

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taking into account the distribution of the Class M-4 Principal Distribution    
Amount for that distribution date), (F) the Class Certificate Balance of the    
Class M-5 certificates (after taking into account the distribution of the Class 
M-5 Principal Distribution Amount for that distribution date), (G) the Class    
Certificate Balance of the Class M-6 certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount for that            
distribution date), (H) the Class Certificate Balance of the Class B-1          
certificates (after taking into account the distribution of the Class B-1       
Principal Distribution Amount for that distribution date), (I) the Class        
Certificate Balance of the Class B-2 certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount for that            
distribution date), and (J) the Class Certificate Balance of the Class B-3      
certificates immediately prior to that distribution date over (ii) the lesser of
(A) approximately 93.70% of the aggregate Stated Principal Balance of the       
mortgage loans for that distribution date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over $7,100,154.                                                           

   "Class Certificate Balance" means, with respect to any class of Offered
Certificates as of any distribution date, the aggregate principal amount of that
class upon initial issuance on the closing date reduced by the sum of (i) all   
amounts previously distributed to holders of certificates of that class as      
distributions of principal and (ii) in the case of any class of Class M or Class
B certificates, the amount of any Applied Realized Loss Amounts previously      
allocated to that class of Class M or Class B certificates; provided, however,  
that immediately following the distribution date on which a Subsequent Recovery 
is distributed, the Class Certificate Balance of any class or classes of        
certificates that have been previously reduced by Applied Realized Loss Amounts 
will be increased, in order of seniority, by the amount of any Subsequent       
Recoveries distributed on that distribution date (up to the amount of the Unpaid
Realized Loss Amount for such class or classes for that distribution date).     

     "Class M" means, collectively, the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 certificates.                                      

    "Class M-1 Enhancement Percentage" means, for any distribution date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Class          
Certificate Balances of the Class M and Class B certificates (other than the    
Class M-1 certificates) and (ii) the Subordinated Amount, in each case after    
taking into account the distributions of the related Principal Distribution     
Amount and any principal payments on those classes of certificates from the Swap
Account on that distribution date, by (y) the aggregate Stated Principal Balance
of the mortgage loans for that distribution date.                               

      "Class M-1 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date) and (B)
the Class Certificate Balance of the Class M-1 certificates immediately prior to
that distribution date over (ii) the lesser of (A) approximately 68.40% of the  
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date and (B) the excess, if any, of the aggregate Stated Principal Balance of   
the mortgage loans for that distribution date over $7,100,154.                  

      "Class M-2 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date) and (C) the Class Certificate Balance of the Class M-2       
certificates immediately prior to that distribution date over (ii) the lesser of
(A) approximately 74.20% of the aggregate Stated Principal Balance of the       
mortgage loans for that distribution date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over $7,100,154.                                                           

      "Class M-3 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date) and (D) the Class     
Certificate Balance of the Class M-3 certificates immediately prior to that     
distribution date over (ii) the lesser of (A) approximately 77.70% of the       
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date                                                                            

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and (B) the excess, if any, of the aggregate Stated Principal Balance of the    
mortgage loans for that distribution date over $7,100,154.                      

      "Class M-4 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date), (D) the Class        
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
distribution date) and (E) the Class Certificate Balance of the Class M-4       
certificates immediately prior to that distribution date over (ii) the lesser of
(A) approximately 80.80% of the aggregate Stated Principal Balance of the       
mortgage loans for that distribution date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over $7,100,154.                                                           

      "Class M-5 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date), (D) the Class        
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
distribution date), (E) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that distribution date) and (F) the Class     
Certificate Balance of the Class M-5 certificates immediately prior to that     
distribution date over (ii) the lesser of (A) approximately 83.90% of the       
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date and (B) the excess, if any, of the aggregate Stated Principal Balance of   
the mortgage loans for that distribution date over $7,100,154.                  

      "Class M-6 Principal Distribution Amount" with respect to any distribution
date is the excess of (i) the sum of (A) the aggregate Class Certificate        
Balances of the Class A certificates (after taking into account the distribution
of the Class A Principal Distribution Amount for that distribution date), (B)   
the Class Certificate Balance of the Class M-1 certificates (after taking into  
account the distribution of the Class M-1 Principal Distribution Amount for that
distribution date), (C) the Class Certificate Balance of the Class M-2          
certificates (after taking into account the distribution of the Class M-2       
Principal Distribution Amount for that distribution date), (D) the Class        
Certificate Balance of the Class M-3 certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for that            
distribution date), (E) the Class Certificate Balance of the Class M-4          
certificates (after taking into account the distribution of the Class M-4       
Principal Distribution Amount for that distribution date), (F) the Class        
Certificate Balance of the Class M-5 certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount for that            
distribution date) and (G) the Class Certificate Balance of the Class M-6       
certificates immediately prior to that distribution date over (ii) the lesser of
(A) approximately 86.70% of the aggregate Stated Principal Balance of the       
mortgage loans for that distribution date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the mortgage loans for that distribution  
date over $7,100,154.                                                           

      "Code" has the meaning set forth in "Federal Income Tax Considerations" in
this prospectus supplement.                                                     

 "Compensating Interest" has the meaning set forth in "The Pooling and
Servicing Agreement--Prepayment Interest Shortfalls" in this prospectus         
supplement.                                                                     

   "Condemnation Proceeds" means all awards or settlements in respect of a
mortgaged property, whether permanent or temporary, partial or entire, by       
exercise of the power of eminent domain or condemnation.                        

"Credit Scores" has the meaning set forth in "The Mortgage Loan     
Pool--Credit Scores" in this prospectus supplement.                             

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 "Cumulative Loss Trigger Event" with respect to any distribution date
means the circumstances in which the aggregate amount of Realized Losses        
incurred since the cut-off date through the last day of the related Prepayment  
Period divided by the aggregate Stated Principal Balance of the mortgage loans  
as of the cut-off date exceeds the applicable cumulative loss percentages       
described below with respect to such distribution date:                         

Distribution Date Occurring In              Cumulative Loss Percentage          
------------------------------              --------------------------          

April 2008 through March 2009    1.300% for the first month, plus an additional 
                            1/12th of 1.600% for each month thereafter
                (e.g., 2.100% in October 2008)

April 2009 through March 2010    2.900% for the first month, plus an additional 
                            1/12th of 1.600% for each month thereafter
                (e.g., 3.700% in October 2009)

April 2010 through March 2011    4.500% for the first month, plus an additional 
                            1/12th of 1.300% for each month thereafter
                (e.g., 5.150% in October 2010)

April 2011 through March 2012    5.800% for the first month, plus an additional 
                            1/12th of 0.600% for each month thereafter
                (e.g., 6.100% in October 2011)

April 2012 and thereafter        6.400%                                         

 "DBNTC" has the meaning set forth in "The Trustee" in this prospectus
supplement.                                                                     

"DBRS" means Dominion Bond Rating Service.                          

"Defaulted Swap Termination Payment" has the meaning set forth in   
"Description of the Certificates--Interest Rate Swap Agreement" in this         
prospectus supplement.                                                          

  "Delinquency Trigger Event" means (1) with respect to any distribution
date until the aggregate Class Certificate Balance of the Class A certificates  
has been reduced to zero, the circumstances in which the quotient (expressed as 
a percentage) of (x) the rolling three-month average of the aggregate unpaid    
principal balance of mortgage loans that are 60 days or more Delinquent         
(including mortgage loans in foreclosure and mortgage loans related to REO      
property) and (y) the aggregate unpaid principal balance of the mortgage loans, 
as of the last day of the related Due Period, equals or exceeds (z) 40.80% of   
the prior period's Senior Enhancement Percentage and (2) with respect to any    
distribution date on or after the distribution date on which the aggregate Class
Certificate Balance of the Class A certificates has been reduced to zero, the   
circumstances in which the quotient (expressed as a percentage) of (x) the      
rolling three-month average of the aggregate unpaid principal balance of        
mortgage loans that are 60 days or more Delinquent (including mortgage loans in 
foreclosure and mortgage loans related to REO property) and (y) the aggregate   
unpaid principal balance of the mortgage loans, as of the last day of the       
related Due Period, equals or exceeds (z) 50.60% of the prior period's Class M-1
Enhancement Percentage.                                                         

      "Delinquent," with respect to any mortgage loan, means any monthly payment
due on a due date that is not made by the close of business on the next         
scheduled due date for that mortgage loan.                                      

   "Determination Date" means, with respect to each distribution date, the
18th day (or if that day is not a business day, the immediately preceding       
business day) in the calendar month in which that distribution date occurs.     

"DOL" has the meaning set forth in "ERISA Considerations" in this   
prospectus supplement.                                                          

      "Downgrade Terminating Event" has the meaning set forth in "Description of
the Certificates--Interest Rate Swap Agreement" in this prospectus supplement.  

 "Due Period" means, with respect to any distribution date, the period
commencing on the second day of the calendar month preceding the month in which 
that distribution date occurs and ending on the first day of the calendar month 
in which that distribution date occurs.                                         

"ERISA" has the meaning set forth in "ERISA Considerations" in this 
prospectus supplement.                                                          

      "Excess Reserve Fund Account" has the meaning set forth in "Description of
the Certificates--Excess Reserve Fund Account" in this prospectus supplement.   

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"Excess Subordinated Amount" is described in "Description of the    
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

   "Exemption" has the meaning set forth in "ERISA Considerations" in this
prospectus supplement.                                                          

    "Expense Fee Rate" means, with respect to any mortgage loan, a per annum
rate equal to the sum of the servicing fee rate and the trustee fee rate. See   
"Description of the Certificates--Administration Fees" and "The Pooling and     
Servicing Agreement--Servicing and Trustee Fees and Other Compensation and      
Payment of Expenses" in this prospectus supplement.                             

     "Extra Principal Distribution Amount" means, as of any distribution date,
the lesser of (x) the related Total Monthly Excess Spread for that distribution 
date and (y) the related Subordination Deficiency for that distribution date.   

"Final Scheduled Distribution Date" has the meaning set forth in    
"Prepayment and Yield Considerations--Final Scheduled Distribution Date" in this
prospectus supplement.                                                          

"Fitch" means Fitch, Inc.                                           

"Gross Margin" has the meaning set forth in "The Mortgage Loan      
Pool--Adjustable Rate Mortgage Loans" in this prospectus supplement.            

"Group I Class A Certificates" means the Class A-1 certificates.    

"Group I Loan Cap" has the meaning set forth in "Description of the 
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

   "Group II Class A Certificates" means the Class A-2a, Class A-2b, Class
A-2c and Class A-2d certificates, collectively.                                 

"Group II Loan Cap" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"Initial Cap" has the meaning set forth in "The Mortgage Loan       
Pool--Adjustable Rate Mortgage Loans" in this prospectus supplement.            

    "Insurance Proceeds" means, with respect to each mortgage loan, proceeds
of insurance policies insuring the mortgage loan or the related mortgaged       
property.                                                                       

  "Interest Accrual Period" means, for any distribution date, the period
commencing on the immediately preceding distribution date (or, for the initial  
distribution date, the closing date) and ending on the day immediately preceding
the current distribution date.                                                  

     "Interest Remittance Amount" means, with respect to any distribution date
and the mortgage loans in a loan group, that portion of Available Funds         
attributable to interest relating to mortgage loans in that loan group.         

"Investor-Based Exemptions" has the meaning set forth in "ERISA     
Considerations" in this prospectus supplement.                                  

"IRS" means the Internal Revenue Service.                           

  "LIBOR Determination Date" means, with respect to any Interest Accrual
Period for the Offered Certificates, the second London business day preceding   
the commencement of that Interest Accrual Period. For purposes of determining   
One-Month LIBOR, a "London business day" is any day on which dealings in        
deposits of United States dollars are transacted in the London interbank market.

 "Liquidation Proceeds" means any cash received in connection with the
liquidation of a defaulted mortgage loan, whether through a trustee's sale,     
foreclosure sale or otherwise, including any Subsequent Recoveries.             

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  "Loan Index" has the meaning set forth in "The Mortgage Loan Pool--The
Index" in this prospectus supplement.                                           

"Maximum Rate" has the meaning set forth in "The Mortgage Loan      
Pool--Adjustable Rate Mortgage Loans" in this prospectus supplement.            

"Minimum Rate" has the meaning set forth in "The Mortgage Loan      
Pool--Adjustable Rate Mortgage Loans" in this prospectus supplement.            

"Moody's" means Moody's Investors Service, Inc.                     

"MSCS" means Morgan Stanley Capital Services Inc.                   

"MSMC" means Morgan Stanley Mortgage Capital Inc.                   

"NC Capital" has the meaning set forth in "The Mortgage Loan        
Pool--Underwriting Guidelines" in this prospectus supplement.                   

      "Net Interest Margin Securities" has the meaning set forth in "The Pooling
and Servicing Agreement--Termination; Optional Clean-up Call" in this prospectus
supplement.                                                                     

    "Net Monthly Excess Cash Flow" has the meaning set forth in "Description
of the Certificates--Overcollateralization Provisions" in this prospectus       
supplement.                                                                     

"Net Swap Payment" has the meaning set forth in "Description of the 
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

"Net Swap Receipt" has the meaning set forth in "Description of the 
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

   "Offered Certificates" has the meaning set forth in "Description of the
Certificates" in this prospectus supplement.                                    

     "OID" has the meaning set forth in "Federal Income Tax Considerations" in
this prospectus supplement.                                                     

   "One-Month LIBOR" means, as of any LIBOR Determination Date, the London
interbank offered rate for one-month United States dollar deposits which appears
in the Telerate Page 3750 as of 11:00 a.m., London time, on that date. If the   
rate does not appear on Telerate Page 3750, the rate for that day will be       
determined on the basis of the rates at which deposits in United States dollars 
are offered by the Reference Banks at approximately 11:00 a.m. (London time), on
that day to prime banks in the London interbank market. The trustee will be     
required to 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 for that day will be the arithmetic mean of the quotations (rounded upwards
if necessary to the nearest whole multiple of 1/16%). If fewer than two         
quotations are provided as requested, the rate for that day will be the         
arithmetic mean of the rates quoted by major banks in New York City, selected by
the trustee, after consultation with the depositor, at approximately 11:00 a.m. 
(New York City time) on that day for loans in United States dollars to leading  
European banks.                                                                 

     "P&I Advances" means advances made by the servicer (including the trustee
as successor servicer or any other successor servicer) on each Servicer         
Remittance Date with respect to delinquent payments of interest and/or principal
on the mortgage loans, less the servicing fee.                                  

"Pass-Through Rate" has the meaning set forth in "Description of    
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"Periodic Cap" has the meaning set forth in "The Mortgage Loan      
Pool--Adjustable Rate Mortgage Loans" in this prospectus supplement.            

"Plan" has the meaning set forth in "ERISA Considerations" in this  
prospectus supplement.                                                          

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    "Prepayment Interest Excesses" has the meaning set forth in "The Pooling
and Servicing Agreement--Prepayment Interest Shortfalls" in this prospectus     
supplement.                                                                     

   "Prepayment Period" means, with respect to any distribution date either
(i) the period commencing on the 16th day of the month preceding the month in   
which such distribution date occurs (or in the case of the first distribution   
date, commencing on the cut-off date) and ending on the 15th day of the month in
which that distribution date occurs, with respect to any voluntary principal    
prepayments in full, or (ii) the calendar month prior to that distribution date,
with respect to voluntary partial principal prepayments or any involuntary      
principal prepayments.                                                          

"Prepayment Premium" has the meaning set forth in "The Mortgage Loan
Pool--Prepayment Premiums" in this prospectus supplement.                       

     "Principal Distribution Amount" has the meaning set forth in "Description
of the Certificates--Distributions of Interest and Principal" in this prospectus
supplement.                                                                     

 "Principal Remittance Amount" means, with respect to any distribution
date, to the extent of funds available for distribution as described in this    
prospectus supplement, the amount equal to the sum of the following amounts     
(without duplication) with respect to the related Due Period: (i) each scheduled
payment of principal on a mortgage loan due during the related Due Period and   
received by the servicer on or prior to the related Determination Date or       
advanced by the servicer for the related Servicer Remittance Date; (ii) all full
and partial principal prepayments received during the related Prepayment Period;
(iii) all net Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds
on the mortgage loans allocable to principal and received during the related    
Prepayment Period; (iv) the portion allocable to principal of proceeds of       
repurchases of mortgage loans with respect to that distribution date; (v) all   
Substitution Adjustment Amounts allocable to principal received in connection   
with the substitution of any mortgage loan as of that distribution date; and    
(vi) the allocable portion of the proceeds received with respect to any optional
clean-up call (to the extent they relate to principal).                         

"PTE" has the meaning set forth in "ERISA Considerations" in this   
prospectus supplement.                                                          

  "Rating Agency Condition" means, with respect to any action to which a
Rating Agency Condition applies, that each rating agency shall have been given  
ten days (or such shorter period as is acceptable to each rating agency) prior  
notice of that action and that each of the rating agencies shall have notified  
the trustee, the servicer, the depositor and the trust in writing that such     
action will not result in a reduction, qualification or withdrawal of the then  
current rating of the certificates that it maintains.                           

 "Realized Loss" is the excess of the scheduled principal balance of a
defaulted mortgage loan over the net liquidation proceeds with respect thereto  
that are allocated to principal.                                                

"Record Date" means, with respect to the Offered Certificates, the  
business day immediately preceding the related distribution date, unless the    
Offered Certificates are issued in definitive form, in which case the Record    
Date will be the last business day of the calendar month immediately preceding  
the related distribution date.                                                  

"Reference Banks" means leading banks selected by the trustee, after
consultation with the depositor, and engaged in transactions in Eurodollar      
deposits in the international Eurocurrency market.                              

"Regular Interest" has the meaning set forth in "Federal Income Tax 
Considerations--Taxation of Regular Interests" in this prospectus supplement.   

  "Relief Act" means the Servicemembers Civil Relief Act and any similar
state statutes.                                                                 

"Replacement Swap Provider Payment" has the meaning set forth in    
"Description of the Certificates--Distributions of Interest and Principal" in   
this prospectus supplement.                                                     

     "Required Swap Counterparty Rating" means, with respect to a counterparty
or entity guaranteeing the obligations of such counterparty, (x) either (i) if  
such counterparty or entity has only a long-term rating by Moody's, a long-term 
senior, unsecured debt obligation rating, credit rating or other similar rating 
(as the case may be, the "Long-Term Rating") of at least "Aa3" by Moody's and if
rated "Aa3" by Moody's is not on negative credit watch                          

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by Moody's or (ii) if such counterparty or entity has a Long-Term Rating and a  
short-term rating by Moody's, a Long-Term Rating of at least "A1" by Moody's and
a short-term rating of "P-1" by Moody's and, in each case, such rating is not on
negative credit watch by Moody's, (y) (i) a short-term rating of at least "A-1" 
by S&P or (ii) if such counterparty or entity does not have a short-term rating 
by S&P, a Long-Term Rating of at least "A+" by S&P and (z) (i) short-term rating
of at least "F1" by Fitch or (ii) if such counterparty or entity does not have a
short-term rating by Fitch, a Long-Term Rating of at least "A+" by Fitch.       

     "Restricted Group" has the meaning set forth in "ERISA Considerations" in
this prospectus supplement.                                                     

"S&P" means Standard & Poor's Ratings Services, a division of The   
McGraw-Hill Companies, Inc.                                                     

    "Senior Defaulted Swap Termination Payment" has the meaning set forth in
"Description of the Certificates--Distributions of Interest and Principal" in   
this prospectus supplement.                                                     

 "Senior Enhancement Percentage" means, for any distribution date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Class          
Certificate Balances of the Class M and Class B certificates and (ii) the       
Subordinated Amount, in each case after taking into account the distributions of
the related Principal Distribution Amount and any principal payments on those   
classes of certificates from the Swap Account on that distribution date, by (y) 
the aggregate Stated Principal Balance of the mortgage loans for that           
distribution date.                                                              

     "Senior Specified Enhancement Percentage" on any date of determination is
approximately 39.20%.                                                           

  "Servicer Remittance Date" will be the second business day immediately
preceding each distribution date.                                               

   "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.                                                                        

 "Specified Subordinated Amount" means, prior to the Stepdown Date, an
amount equal to 3.15% of the aggregate Stated Principal Balance of the mortgage 
loans as of the cut-off date. On and after the Stepdown Date, an amount equal to
6.30% of the aggregate Stated Principal Balance of the mortgage loans for that  
distribution date, subject, until the Class Certificate Balance of each class of
Offered Certificates has been reduced to zero, to a minimum amount equal to     
0.50% of the aggregate Stated Principal Balance of the mortgage loans as of the 
cut-off date; provided, however, that if, on any distribution date, a Trigger   
Event exists, the Specified Subordinated Amount will not be reduced to the      
applicable percentage of the then aggregate Stated Principal Balance of the     
mortgage loans, but instead will remain the same as the prior period's Specified
Subordinated Amount until the distribution date on which a Trigger Event no     
longer exists. When the Class Certificate Balance of each class of Offered      
Certificates has been reduced to zero, the Specified Subordinated Amount will   
thereafter equal zero.                                                          

   "Stated Principal Balance" means, as to any mortgage loan and as of any
date of determination, (i) the principal balance of the mortgage loan at the    
cut-off date after giving effect to payments of principal due on or before such 
date (whether or not received), minus (ii) all amounts previously remitted to   
the trustee with respect to the related mortgage loan representing payments or  
recoveries of principal, including advances in respect of scheduled payments of 
principal. For purposes of any distribution date, the Stated Principal Balance  
of any mortgage loan will give effect to any scheduled payments of principal    
received by the servicer on or prior to the related Determination Date or       
advanced by the servicer for the related Servicer Remittance Date and any       
unscheduled principal payments and other unscheduled principal collections      
received during the related Prepayment Period, and the Stated Principal Balance 
of any mortgage loan that has prepaid in full or has been liquidated during the 
related Prepayment Period will be zero.                                         

   "Stepdown Date" means the later to occur of (i) the earlier to occur of
(a) the distribution date in April 2009 and (b) the distribution date following 
the distribution date on which the aggregate Class Certificate Balances of the  
Class A certificates have been reduced to zero and (ii) the first distribution  
date on which the Senior Enhancement Percentage (calculated for this purpose    
only after taking into account payments of principal applied to reduce the      
Stated Principal Balance of the mortgage loans for that distribution date but   
prior to any allocation of the Principal Distribution Amount and principal      
payments from the Swap Account to the certificates on that distribution date) is
greater than or equal to the Senior Specified Enhancement Percentage.           

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"Subordinated Amount" is described in "Description of the           
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

    "Subordinated Certificates" means any of the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 or Class B-3         
certificates.                                                                   

   "Subordination Deficiency" has the meaning set forth in "Description of
the Certificates--Overcollateralization Provisions" in this prospectus          
supplement.                                                                     

"Subordination Reduction Amount" is described in "Description of the
Certificates--Overcollateralization Provisions" in this prospectus supplement.  

  "Subsequent Recovery" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

      "Substitute Mortgage Loan" means a mortgage loan substituted by NC Capital
for a mortgage loan that is in breach of NC Capital representations and         
warranties regarding the mortgage loans or with respect to which a document     
defect exists, which must, on the date of such substitution (i) have a principal
balance, after deduction of the principal portion of the scheduled payment due  
in the month of substitution, not in excess of, and not more than 10% less than,
the outstanding principal balance of the mortgage loan in breach; (ii) be       
accruing interest at a rate no lower than and not more than 1% per annum higher 
than, that of the mortgage loan in breach; (iii) have a loan-to-value ratio no  
higher than that of the mortgage loan in breach; (iv) have a remaining term to  
maturity no greater than (and not more than one year less than that of) the     
mortgage loan in breach; and (v) comply with each representation and warranty   
made by NC Capital.                                                             

      "Substitution Adjustment Amount" has the meaning set forth in "Description
of the Certificates--Representations and Warranties Relating to the Mortgage    
Loans" in this prospectus supplement.                                           

 "Substitution Event" has the meaning set forth in "Description of the
Certificates--Interest Rate Swap Agreement" in this prospectus supplement.      

"Swap Account" has the meaning set forth in "Description of the     
Certificates--Swap Account" in this prospectus supplement.                      

      "Swap Payment Allocation" has the meaning set forth in "Description of the
Certificates--Swap Account" in this prospectus supplement.                      

"Swap Payment Rate" has the meaning set forth in "Description of the
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

"Swap Provider" has the meaning set forth in "Interest Rate Swap    
Counterparty" in this prospectus supplement.                                    

   "Swap Termination Payment" has the meaning set forth in "Description of
the Certificates--Interest Rate Swap Agreement" in this prospectus supplement.  

      "Telerate Page 3750" means the display page currently so designated on the
Bridge Telerate Service (or any other page as may replace that page on that     
service for the purpose of displaying comparable rates or prices).              

"Total Monthly Excess Spread" as to any distribution date equals the
excess, if any, of (x) the interest on the mortgage loans received by the       
servicer on or prior to the related Determination Date (exclusive of Prepayment 
Interest Excesses) or advanced by the servicer for the related Servicer         
Remittance Date, net of the aggregate servicing fee and the expenses used to    
determine the Expense Fee Rate, over (y) the sum of (a) the amounts paid to the 
classes of certificates pursuant to clause (i) under the eighth full paragraph  
of "Description of the Certificates--Distributions of Interest and Principal" in
this prospectus supplement and (b) any Net Swap Payments to the Swap Provider.  

"Trigger Event" means either a Cumulative Loss Trigger Event or a   
Delinquency Trigger Event.                                                      

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"Trust REMIC" has the meaning set forth in "Federal Income Tax      
Considerations--General" in this prospectus supplement.                         

"Unpaid Interest Amount" for any class of certificates and any      
distribution date will equal the sum of (a) the portion of Accrued Certificate  
Interest from distribution dates prior to the current distribution date         
remaining unpaid immediately prior to the current distribution date, and (b)    
interest on the amount in clause (a) above at the applicable Pass-Through Rate  
(to the extent permitted by applicable law).                                    

     "Unpaid Realized Loss Amount" means, with respect to any class of Class M
or Class B certificates and as to any distribution date, the excess of (i)      
Applied Realized Loss Amounts with respect to that class over (ii) the sum of   
(a) all distributions in reduction of Applied Realized Loss Amounts on all      
previous distribution dates, and (b) the amount by which the Class Certificate  
Balance of such class has been increased due to the distribution of any         
Subsequent Recoveries on all previous distribution dates. Any amounts           
distributed to a class of Subordinated Certificates in respect of any Unpaid    
Realized Loss Amount will not be applied to reduce the Class Certificate Balance
of that class.                                                                  

"WAC Cap" has the meaning set forth in "Description of the          
Certificates--Distributions of Interest and Principal" in this prospectus       
supplement.                                                                     

      "Wells Fargo" has the meaning set forth in "The Servicer--General" in this
prospectus supplement.                                                          

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 ANNEX I

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

      A holder that is not a "United States person" (a "U.S. person") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.        
holder") holding a book-entry certificate through Clearstream, societe anonyme, 
Euroclear or DTC may be subject to U.S. withholding tax unless such holder      
provides certain documentation to the issuer of such holder's book-entry        
certificate, the paying agent or any other entity required to withhold tax (any 
of the foregoing, a "U.S. withholding agent") establishing an exemption from    
withholding. A non-U.S. holder may be subject to withholding unless each U.S.   
withholding agent receives:                                                     

  1. from a non-U.S. holder that is classified as a corporation for U.S.
federal income tax purposes or is an individual, and is eligible for the        
benefits of the portfolio interest exemption or an exemption (or reduced rate)  
based on a treaty, a duly completed and executed IRS Form W-8BEN (or any        
successor form);                                                                

    2. from a non-U.S. holder that is eligible for an exemption on the basis
that the holder's income from the Offered Certificate is effectively connected  
to its U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or
any successor form);                                                            

  3. from a non-U.S. holder that is classified as a partnership for U.S.
federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or  
any successor form) with all supporting documentation (as specified in the U.S. 
Treasury Regulations) required to substantiate exemptions from withholding on   
behalf of its partners; certain partnerships may enter into agreements with the 
IRS providing for different documentation requirements and it is recommended    
that such partnerships consult their tax advisors with respect to these         
certification rules;                                                            

    4. from a non-U.S. holder that is an intermediary (i.e., a person acting
as a custodian, a broker, nominee or otherwise as an agent for the beneficial   
owner of an Offered Certificate):                                               

        (a) if the intermediary is a "qualified intermediary" within the
     meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury Regulations (a
    "qualified intermediary"), a duly completed and executed IRS Form W-8IMY
(or any successor or substitute form)--                             

         (i) stating the name, permanent residence address and
    qualified intermediary employer identification number of the
          qualified intermediary and the country under the laws of which the
    qualified intermediary is created, incorporated or governed,

                 (ii) certifying that the qualified intermediary has provided,
          or will provide, a withholding statement as required under section
1.1441-1(e)(5)(v) of the U.S. Treasury Regulations,     

                 (iii) certifying that, with respect to accounts it identifies
       on its withholding statement, the qualified intermediary is not
acting for its own account but is acting as a qualified 
intermediary, and                                       

            (iv) providing any other information, certifications, or
 statements that may be required by the IRS Form W-8IMY or
    accompanying instructions in addition to, or in lieu of, the
information and certifications described in section     
    1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S. Treasury
Regulations; or                                         

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  (b) if the intermediary is not a qualified intermediary (a
"nonqualified intermediary"), a duly completed and executed IRS Form
W-8IMY (or any successor or substitute form)--                      

               (i) stating the name and permanent residence address of the
         nonqualified intermediary and the country under the laws of which
           the nonqualified intermediary is created, incorporated or governed,

             (ii) certifying that the nonqualified intermediary is not
acting for its own account,                             

           (iii) certifying that the nonqualified intermediary has
  provided, or will provide, a withholding statement that is
         associated with the appropriate IRS Forms W-8 and W-9 required to
  substantiate exemptions from withholding on behalf of such
nonqualified intermediary's beneficial owners, and      

           (iv) providing any other information, certifications or
 statements that may be required by the IRS Form W-8IMY or
    accompanying instructions in addition to, or in lieu of, the
        information, certifications, and statements described in section
        1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations; or

     5. from a non-U.S. holder that is a trust, depending on whether the trust
is classified for U.S. federal income tax purposes as the beneficial owner of   
the Offered Certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S.      
holder that is a trust should consult its tax advisors to determine which of    
these forms it should provide.                                                  

      All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S. 
Treasury Regulations. These forms generally 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. Under certain circumstances, an IRS Form W-8BEN, if      
furnished with a taxpayer identification number, remains in effect until the    
status of the beneficial owner changes, or a change in circumstances makes any  
information on the form incorrect.                                              

      In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, societe anonyme, Euroclear or DTC  
may be subject to backup withholding unless the holder--                        

                  (i) provides the appropriate IRS Form W-8 (or any successor or
         substitute form), duly completed and executed, if the holder is a
non-U.S. holder;                                        

                (ii) provides a duly completed and executed IRS Form W-9, if
the holder is a U.S. person; or                         

            (iii) can be treated as an "exempt recipient" within the
  meaning of section 1.6049-4(c)(1)(ii) of the U.S. Treasury
           Regulations (e.g., a corporation or a financial institution such as
a bank).                                                

     This summary does not deal with all of the aspects of U.S. federal income
tax withholding or backup withholding that may be relevant to investors that are
non-U.S. holders. Such holders are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of book-entry        
certificates.                                                                   

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ANNEX II

 INTEREST RATE SWAP SCHEDULE

Distribution            Notional            
       Dates               Amount ($)     Multiplier
    ------------         --------------   ----------
4/25/2006            135,967,955.97       10
5/25/2006            130,418,191.01       10
6/25/2006            125,400,452.77       10
7/25/2006            120,547,682.42       10
8/25/2006            115,851,640.80       10
9/25/2006            111,304,733.81       10
10/25/2006           106,899,990.85       10
11/25/2006           102,631,042.28       10
12/25/2006            98,492,095.65       10
1/25/2007             94,478,039.42       10
2/25/2007             90,584,148.41       10
3/25/2007             86,806,195.93       10
4/25/2007             83,140,543.28       10
5/25/2007             79,601,216.21       10
6/25/2007             76,213,595.30       10
7/25/2007             72,971,137.24       10
8/25/2007             69,867,582.47       10
9/25/2007             66,896,942.63       10
10/25/2007            64,053,489.19       10
11/25/2007            61,331,744.82       10
12/25/2007            58,129,270.74       10
1/25/2008             16,400,973.68       10
2/25/2008             15,762,624.37       10
3/25/2008             15,189,246.94       10
4/25/2008             14,636,746.11       10
5/25/2008             14,104,358.97       10
6/25/2008             13,591,351.51       10
7/25/2008             13,097,014.00       10
8/25/2008             12,620,524.33       10
9/25/2008             12,161,380.64       10
10/25/2008            11,718,949.64       10
11/25/2008            11,277,231.20       10
12/25/2008            10,796,700.39       10
1/25/2009              8,524,065.98       10
2/25/2009              8,230,310.70       10
3/25/2009              7,946,516.92       10
4/25/2009              7,672,353.27       10
5/25/2009              7,407,499.08       10
6/25/2009              7,151,644.16       10
7/25/2009              6,904,488.15       10
8/25/2009              6,665,736.94       10
9/25/2009              6,435,113.97       10
10/25/2009             6,212,347.49       10
11/25/2009             5,997,174.64       10
12/25/2009             5,789,341.13       10
1/25/2010              5,588,600.94       10
2/25/2010              5,394,715.69       10
3/25/2010              5,207,455.93       10
4/25/2010              5,026,599.11       10
5/25/2010              4,851,930.03       10
6/25/2010              4,683,240.55       10
7/25/2010              4,520,329.39       10
8/25/2010              4,363,001.95       10
9/25/2010              4,211,069.99       10
10/25/2010             4,064,351.48       10
11/25/2010 and              -              -
thereafter                                  

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 ANNEX III

MORTGAGE LOAN TABLES

Aggregate Mortgage Loans

 Product Types

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                     Product Types                         Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed - 10 Year ........................................       2    $      223,195      0.02%    7.737%     117       64.09% 
Fixed - 15 Year ........................................      80         7,758,338      0.55     7.934      177       66.40  
Fixed - 20 Year ........................................      57         6,195,052      0.44     7.755      237       71.90  
Fixed - 25 Year ........................................       7           891,974      0.06     7.594      297       82.48  
Fixed - 30 Year ........................................   1,723       243,676,108     17.16     7.922      357       79.70  
Balloon - 30/40 ........................................     131        22,509,798      1.59     7.698      357       75.18  
ARM - 2 Year/6 Month Balloon 30/40 .....................     961       263,704,517     18.57     7.792      357       80.76  
ARM - 3 Year/6 Month Balloon 30/40 .....................     117        25,683,428      1.81     7.767      357       78.78  
ARM - 2 Year/6 Month ...................................   3,693       659,883,973     46.47     7.960      357       80.04  
ARM - 3 Year/6 Month ...................................     157        24,832,155      1.75     8.004      357       82.29  
Interest Only ARM - 2 Year/6 Month - 24 Month IO term ..       6         2,017,195      0.14     6.961      354       84.00  
Interest Only ARM - 2 Year/6 Month - 60 Month IO term ..     401       124,239,534      8.75     7.361      357       81.00  
Interest Only ARM - 3 Year/6 Month - 60 Month IO term ..     155        38,415,605      2.71     7.362      357       81.13  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

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Aggregate Mortgage Loans

 Range of Gross Interest Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
            Range of Gross Interest Rates (%)              Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
5.000 - 5.999 ..........................................      88    $   19,623,932      1.38%    5.813%     356       72.99% 
6.000 - 6.999 ..........................................   1,269       320,933,056     22.60     6.642      354       76.62  
7.000 - 7.999 ..........................................   2,521       546,464,796     38.48     7.543      356       79.42  
8.000 - 8.999 ..........................................   2,028       341,869,675     24.07     8.495      355       81.59  
9.000 - 9.999 ..........................................   1,021       144,371,438     10.17     9.442      355       83.94  
10.000 - 10.999 ........................................     365        33,680,236      2.37    10.436      354       88.43  
11.000 - 11.999 ........................................     144         9,816,321      0.69    11.384      353       96.85  
12.000 - 12.999 ........................................      52         3,123,312      0.22    12.343      354       99.76  
13.000 - 13.999 ........................................       2           148,106      0.01    13.400      357      100.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Minimum: 5.400%                             
Maximum: 13.400%                            
Weighted Average: 7.844%                    

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Aggregate Mortgage Loans

Range of Cut-off Date Principal Balances

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
      Range of Cut-off Date Principal Balances ($)         Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
25,001 - 50,000 ........................................     317    $   13,141,759      0.93%   10.099%     346       89.04% 
50,001 - 75,000 ........................................     826        51,845,314      3.65     9.099      350       82.72  
75,001 - 100,000 .......................................     952        83,574,993      5.89     8.445      350       79.87  
100,001 - 125,000 ......................................     845        95,055,966      6.69     8.152      354       78.70  
125,001 - 150,000 ......................................     756       104,189,406      7.34     7.974      356       78.23  
150,001 - 175,000 ......................................     642       103,910,530      7.32     7.943      354       79.39  
175,001 - 200,000 ......................................     493        92,027,947      6.48     7.872      356       77.85  
200,001 - 225,000 ......................................     391        83,022,716      5.85     7.881      356       78.45  
225,001 - 250,000 ......................................     330        78,434,922      5.52     7.718      355       77.97  
250,001 - 275,000 ......................................     334        87,647,504      6.17     7.662      357       80.23  
275,001 - 300,000 ......................................     288        82,809,775      5.83     7.606      356       79.70  
300,001 - 325,000 ......................................     212        66,432,132      4.68     7.607      357       80.93  
325,001 - 350,000 ......................................     188        63,342,394      4.46     7.628      357       80.88  
350,001 - 375,000 ......................................     162        58,686,637      4.13     7.485      356       81.07  
375,001 - 400,000 ......................................     162        62,882,464      4.43     7.575      356       80.59  
400,001 - 425,000 ......................................     102        42,319,945      2.98     7.693      357       79.48  
425,001 - 450,000 ......................................     112        49,023,544      3.45     7.571      356       81.83  
450,001 - 475,000 ......................................      74        34,214,398      2.41     7.593      357       83.16  
475,001 - 500,000 ......................................      90        43,932,532      3.09     7.621      357       81.06  
500,001 - 750,000 ......................................     208       118,352,300      8.33     7.401      357       82.24  
750,001 - 1,000,000 ....................................       6         5,183,694      0.37     7.799      357       79.57  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Minimum: $29,955                            
Maximum: $952,945                           
Average: $189,590                           

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Aggregate Mortgage Loans

Stated Original Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
              Stated Original Term (months)                Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
120 ....................................................       2    $      223,195      0.02%    7.737%     117       64.09% 
180 ....................................................      80         7,758,338      0.55     7.934      177       66.40  
240 ....................................................      57         6,195,052      0.44     7.755      237       71.90  
300 ....................................................       7           891,974      0.06     7.594      297       82.48  
360 ....................................................   7,344     1,404,962,313     98.94     7.844      357       80.17  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Minimum: 120 months                         
Maximum: 360 months                         
Weighted Average: 358 months                

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Aggregate Mortgage Loans

 Range of Stated Remaining Terms

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Range of Stated Remaining Terms (months)           Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
109 - 120 ..............................................       2    $      223,195      0.02%    7.737%     117       64.09% 
169 - 180 ..............................................      80         7,758,338      0.55     7.934      177       66.40  
229 - 240 ..............................................      57         6,195,052      0.44     7.755      237       71.90  
289 - 300 ..............................................       7           891,974      0.06     7.594      297       82.48  
349 - 360 ..............................................   7,344     1,404,962,313     98.94     7.844      357       80.17  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Minimum: 117 months                         
Maximum: 358 months                         
Weighted Average: 355 months                

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Aggregate Mortgage Loans

 Range of Combined Original LTV Ratios

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Range of Combined Original LTV Ratios (%)          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
10.00 or less ..........................................       3    $      149,601      0.01%    8.494%     317        8.88% 
10.01 - 15.00 ..........................................       4           264,959      0.02     7.549      323       12.58  
15.01 - 20.00 ..........................................       6           427,812      0.03     7.496      328       17.43  
20.01 - 25.00 ..........................................      12         1,260,417      0.09     7.309      357       23.11  
25.01 - 30.00 ..........................................      21         2,279,624      0.16     7.643      349       28.00  
30.01 - 35.00 ..........................................      29         3,062,344      0.22     7.641      343       32.74  
35.01 - 40.00 ..........................................      56         8,422,601      0.59     7.751      348       37.89  
40.01 - 45.00 ..........................................      62         9,487,841      0.67     7.173      333       42.52  
45.01 - 50.00 ..........................................      90        14,772,576      1.04     7.451      350       47.94  
50.01 - 55.00 ..........................................     131        21,223,762      1.49     7.410      351       52.73  
55.01 - 60.00 ..........................................     202        34,787,466      2.45     7.382      353       57.95  
60.01 - 65.00 ..........................................     269        50,479,013      3.55     7.671      354       63.44  
65.01 - 70.00 ..........................................     343        64,243,284      4.52     7.610      354       68.61  
70.01 - 75.00 ..........................................     467        93,653,160      6.60     7.792      355       73.87  
75.01 - 80.00 ..........................................   2,703       576,895,420     40.63     7.547      356       79.78  
80.01 - 85.00 ..........................................     860       162,174,744     11.42     8.085      355       84.49  
85.01 - 90.00 ..........................................   1,184       236,145,062     16.63     8.179      356       89.69  
90.01 - 95.00 ..........................................     494       102,572,819      7.22     8.100      355       94.68  
95.01 - 100.00 .........................................     554        37,728,367      2.66    10.382      354       99.98  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Minimum: 8.55%                              
Maximum: 100.00%                            
Weighted Average: 80.06%                    

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Aggregate Mortgage Loans

Range of Gross Margins

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
               Range of Gross Margins (%)                  Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   2,000    $  281,254,465     19.81%    7.899%     349       78.80% 
3.501 - 4.000 ..........................................       3           323,410      0.02     8.186      356       77.23  
4.501 - 5.000 ..........................................      38         7,983,602      0.56     7.778      356       81.64  
5.001 - 5.500 ..........................................       4           671,803      0.05     7.940      356       75.83  
5.501 - 6.000 ..........................................   3,065       605,046,723     42.61     7.578      357       81.10  
6.001 - 6.500 ..........................................   2,018       458,927,154     32.32     8.070      357       80.91  
6.501 - 7.000 ..........................................     191        35,867,236      2.53     8.441      357       74.14  
7.001 - 7.500 ..........................................     169        29,192,682      2.06     8.515      357       64.75  
7.501 - 8.000 ..........................................       2           763,798      0.05     9.301      357       69.82  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 3.690%                    
Maximum: 8.000%                             
Non-Zero Weighted Average: 6.106%           

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Aggregate Mortgage Loans

 Range of Minimum Mortgage Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
           Range of Minimum Mortgage Rates (%)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   2,000    $  281,254,465     19.81%    7.899%     349       78.80% 
5.001 - 5.500 ..........................................      12         2,715,053      0.19     5.491      356       71.49  
5.501 - 6.000 ..........................................      75        16,922,062      1.19     5.874      357       74.58  
6.001 - 6.500 ..........................................     271        68,985,300      4.86     6.355      357       77.13  
6.501 - 7.000 ..........................................     700       174,944,287     12.32     6.827      357       78.85  
7.001 - 7.500 ..........................................     884       207,381,531     14.60     7.301      357       80.02  
7.501 - 8.000 ..........................................   1,133       248,148,101     17.47     7.799      357       80.18  
8.001 - 8.500 ..........................................     782       145,596,259     10.25     8.284      357       80.53  
8.501 - 9.000 ..........................................     780       140,188,112      9.87     8.776      357       82.54  
9.001 - 9.500 ..........................................     438        69,973,518      4.93     9.258      357       82.93  
9.501 - 10.000 .........................................     279        44,431,645      3.13     9.764      357       84.19  
10.001 -10.500 .........................................      93        14,892,795      1.05    10.250      357       84.91  
10.501 - 11.000 ........................................      36         3,625,875      0.26    10.712      357       78.38  
11.001 - 11.500 ........................................       4           762,065      0.05    11.306      357       84.35  
11.501 - 12.000 ........................................       3           209,803      0.01    11.653      357       70.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 5.400%                    
Maximum: 11.750%                            
Non-Zero Weighted Average: 7.830%           

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Aggregate Mortgage Loans

 Range of Maximum Mortgage Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
           Range of Maximum Mortgage Rates (%)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   2,000    $  281,254,465     19.81%    7.899%     349       78.80% 
12.500 or less .........................................      13         2,812,017      0.20     5.526      356       71.62  
12.501 - 13.000 ........................................      78        17,290,913      1.22     5.894      357       74.87  
13.001 - 13.500 ........................................     279        70,058,461      4.93     6.370      357       77.20  
13.501 - 14.000 ........................................     711       176,518,272     12.43     6.838      357       78.81  
14.001 - 14.500 ........................................     882       207,064,797     14.58     7.305      357       80.00  
14.501 - 15.000 ........................................   1,130       247,804,294     17.45     7.805      357       80.24  
15.001 - 15.500 ........................................     777       144,879,994     10.20     8.284      357       80.55  
15.501 - 16.000 ........................................     770       138,860,596      9.78     8.777      357       82.52  
16.001 - 16.500 ........................................     437        69,966,118      4.93     9.260      357       82.92  
16.501 - 17.000 ........................................     278        44,160,131      3.11     9.764      357       84.16  
17.001 - 17.500 ........................................      92        14,763,070      1.04    10.249      357       84.95  
17.501 - 18.000 ........................................      36         3,625,875      0.26    10.712      357       78.38  
18.001 - 18.500 ........................................       4           762,065      0.05    11.306      357       84.35  
18.501 - 19.000 ........................................       3           209,803      0.01    11.653      357       70.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 12.400%                   
Maximum: 18.750%                            
Non-Zero Weighted Average: 14.824%          

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Aggregate Mortgage Loans

Initial Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                Initial Periodic Cap (%)                   Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   2,000    $  281,254,465     19.81%    7.899%     349       78.80% 
1.000 ..................................................      32         4,379,482      0.31     8.008      357       82.55  
1.500 ..................................................   5,458     1,134,396,924     79.89     7.830      357       80.37  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 1.000%                    
Maximum: 1.500%                             
Non-Zero Weighted Average: 1.498%           

 Subsequent Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
               Subsequent Periodic Cap (%)                 Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   2,000    $  281,254,465     19.81%    7.899%     349       78.80% 
1.000 ..................................................      32         4,379,482      0.31     8.008      357       82.55  
1.500 ..................................................   5,458     1,134,396,924     79.89     7.830      357       80.37  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 1.000%                    
Maximum: 1.500%                             
Non-Zero Weighted Average: 1.498%           

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Aggregate Mortgage Loans

 Month to Next Rate Adjustment

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
         Month to Next Rate Adjustment (months)            Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................   2,000    $  281,254,465     19.81%    7.899%     349       78.80% 
15 .....................................................       2           387,289      0.03     7.025      351       77.41  
16 .....................................................       3           595,432      0.04     7.650      352       72.97  
17 .....................................................       3         1,036,712      0.07     8.100      353       85.01  
18 .....................................................      31         5,921,565      0.42     7.249      354       80.79  
19 .....................................................      98        17,949,671      1.26     7.504      355       78.91  
20 .....................................................     873       184,101,926     12.96     7.720      356       80.40  
21 .....................................................   3,813       796,305,042     56.08     7.879      357       80.34  
22 .....................................................     238        43,547,581      3.07     7.967      358       80.56  
27 .....................................................       1           117,352      0.01     7.550      351       70.00  
28 .....................................................       1           138,893      0.01     6.450      352       59.91  
29 .....................................................       1            94,660      0.01     9.425      353       76.00  
30 .....................................................       1           201,200      0.01     6.525      354       80.00  
31 .....................................................      11         2,068,827      0.15     7.467      355       83.78  
32 .....................................................      74        14,107,081      0.99     7.598      356       83.11  
33 .....................................................     326        70,432,322      4.96     7.668      357       80.28  
34 .....................................................      14         1,770,853      0.12     8.108      358       81.03  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 15 months                 
Maximum: 34 months                          
Non-Zero Weighted Average: 22 months        

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Aggregate Mortgage Loans

 Geographic Distribution of Mortgaged Properties

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
     Geographic Distribution of Mortgaged Properties       Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
California .............................................   1,788    $  532,326,090     37.49%    7.574%     356       78.67% 
Florida ................................................     901       152,405,892     10.73     8.001      355       79.39  
Texas ..................................................     567        63,094,242      4.44     8.159      349       80.69  
New York ...............................................     250        61,245,590      4.31     7.610      355       78.58  
Arizona ................................................     340        57,105,656      4.02     7.979      356       79.31  
New Jersey .............................................     223        52,075,606      3.67     8.066      357       81.50  
Illinois ...............................................     246        42,065,813      2.96     7.977      356       81.70  
Maryland ...............................................     182        39,944,553      2.81     7.796      355       78.60  
Washington .............................................     167        29,268,515      2.06     7.744      357       80.40  
Pennsylvania ...........................................     243        28,996,307      2.04     8.173      353       83.30  
Nevada .................................................     126        26,254,447      1.85     7.631      356       78.77  
Ohio ...................................................     230        24,606,571      1.73     8.500      349       85.89  
Virginia ...............................................     127        21,953,402      1.55     8.103      355       79.78  
Georgia ................................................     167        21,293,631      1.50     8.225      357       83.52  
Massachusetts ..........................................      99        20,390,633      1.44     8.128      357       80.14  
Other ..................................................   1,834       247,003,926     17.39     8.065      355       82.38  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

 Number of States/District of Columbia Represented: 51

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Aggregate Mortgage Loans

 Occupancy

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                        Occupancy                          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Primary ................................................   6,741    $1,285,606,147     90.53%    7.797%     355       79.78% 
Investment .............................................     516        94,990,181      6.69     8.398      354       83.50  
Second Home ............................................     233        39,434,544      2.78     8.053      354       81.03  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

 Property Type

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Property Type                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Single Family Residence ................................   5,642    $1,037,036,342     73.03%    7.838%     355       79.96% 
Planned Unit Development ...............................     924       190,410,562     13.41     7.844      356       80.45  
2-4 Family .............................................     401        98,896,363      6.96     7.820      356       79.47  
Condominium ............................................     523        93,687,605      6.60     7.935      356       81.03  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

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Aggregate Mortgage Loans

Loan Purpose

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Loan Purpose                         Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Refinance - Cashout ....................................   3,906    $  750,787,496     52.87%    7.795%     354       77.41% 
Purchase ...............................................   3,007       567,156,432     39.94     7.942      357       83.32  
Refinance - Rate Term ..................................     577       102,086,944      7.19     7.658      354       81.42  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

 Documentation Level

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                   Documentation Level                     Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Full Documentation .....................................   4,697    $  798,094,579     56.20%    7.610%     355       79.75% 
Stated Documentation ...................................   2,661       590,819,709     41.61     8.182      356       80.59  
Limited Documentation ..................................     132        31,116,584      2.19     7.426      354       77.98  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

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Aggregate Mortgage Loans

Range of Credit Scores

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                 Range of Credit Scores                    Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
500 - 524 ..............................................     522    $   83,880,282      5.91%    8.731%     356       73.79% 
525 - 549 ..............................................     562        97,796,864      6.89     8.353      356       75.02  
550 - 574 ..............................................     712       122,786,237      8.65     8.273      355       78.48  
575 - 599 ..............................................   1,037       182,025,688     12.82     7.920      355       78.57  
600 - 624 ..............................................   1,293       236,738,505     16.67     7.700      355       81.17  
625 - 649 ..............................................   1,228       241,179,460     16.98     7.678      355       81.05  
650 - 674 ..............................................     882       183,543,560     12.93     7.602      355       82.16  
675 - 699 ..............................................     561       119,340,875      8.40     7.535      355       82.12  
700 - 724 ..............................................     331        76,382,677      5.38     7.575      355       82.42  
725 - 749 ..............................................     183        37,080,068      2.61     7.757      356       82.86  
750 - 774 ..............................................     118        25,723,866      1.81     7.460      355       81.99  
775 - 799 ..............................................      55        11,814,033      0.83     7.726      355       81.94  
800 + ..................................................       6         1,738,755      0.12     7.632      356       79.91  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 500                       
Maximum: 814                                
Non-Zero Weighted Average: 623              

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Aggregate Mortgage Loans

Original Prepayment Penalty Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Original Prepayment Penalty Term (months)          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................   1,927    $  331,397,070     23.34%    8.390%     355       81.82% 
12 .....................................................     319        78,610,631      5.54     7.734      355       78.96  
24 .....................................................   3,927       783,361,246     55.17     7.726      357       80.34  
36 .....................................................   1,317       226,661,925     15.96     7.491      350       76.91  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 12 months                 
Maximum: 36 months                          
Non-Zero Weighted Average: 26 months        

 Lien Position

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Lien Position                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
1st Lien ...............................................   6,982    $1,389,810,032     97.87%    7.783%     355       79.63% 
2nd Lien ...............................................     508        30,220,840      2.13    10.636      355       99.87  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

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Aggregate Mortgage Loans

 Original Interest Only Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
          Original Interest Only Term (months)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................   6,928    $1,255,358,538     88.40%    7.908%     355       79.93% 
24 .....................................................       6         2,017,195      0.14     6.961      354       84.00  
60 .....................................................     556       162,655,139     11.45     7.361      357       81.03  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   7,490    $1,420,030,872    100.00%    7.844%     355       80.06% 
                                                          ======    ==============    ======                                 

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Group I Mortgage Loans

 Product Types

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Product Types                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed - 10 Year ........................................       1    $      165,103      0.03%    7.200%     117       65.88% 
Fixed - 15 Year ........................................      33         3,755,886      0.70     7.777      177       65.59  
Fixed - 20 Year ........................................      13         1,724,863      0.32     7.166      236       57.19  
Fixed - 25 Year ........................................       2           265,941      0.05     7.924      297       79.81  
Fixed - 30 Year ........................................     424        77,113,568     14.40     7.578      356       76.44  
Balloon - 30/40 ........................................      84        15,238,198      2.84     7.653      357       74.01  
ARM - 2 Year/6 Month Balloon 30/40 .....................     495       109,403,536     20.43     7.937      357       79.30  
ARM - 3 Year/6 Month Balloon 30/40 .....................      40         8,087,888      1.51     7.734      357       76.45  
ARM - 2 Year/6 Month ...................................   1,438       246,094,397     45.95     8.048      357       79.70  
ARM - 3 Year/6 Month ...................................      80        11,488,648      2.14     8.118      357       83.96  
Interest Only ARM - 2 Year/6 Month - 24 Month IO term ..       4         1,200,445      0.22     6.551      354       80.01  
Interest Only ARM - 2 Year/6 Month - 60 Month IO term ..     176        40,189,254      7.50     7.459      357       79.62  
Interest Only ARM - 3 Year/6 Month - 60 Month IO term ..     103        20,894,451      3.90     7.348      357       81.37  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

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Group I Mortgage Loans

 Range of Gross Interest Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
            Range of Gross Interest Rates (%)              Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
5.000 - 5.999 ..........................................      47    $    8,885,194      1.66%    5.789%     355       71.25% 
6.000 - 6.999 ..........................................     503       113,758,612     21.24     6.618      353       73.60  
7.000 - 7.999 ..........................................     979       198,480,071     37.06     7.558      356       79.07  
8.000 - 8.999 ..........................................     829       136,499,168     25.48     8.493      356       81.36  
9.000 - 9.999 ..........................................     432        65,220,726     12.18     9.426      356       82.88  
10.000 - 10.999 ........................................      95        11,919,786      2.23    10.358      353       83.01  
11.000 - 11.999 ........................................       8           858,618      0.16    11.307      319       78.38  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Minimum: 5.400%                             
Maximum: 11.750%                            
Weighted Average: 7.863%                    

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Group I Mortgage Loans

Range of Cut-off Date Principal Balances

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
      Range of Cut-off Date Principal Balances ($)         Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
25,001 - 50,000 ........................................      21    $    1,045,493      0.20%    8.670%     348       51.47% 
50,001 - 75,000 ........................................     266        16,771,805      3.13     8.829      348       80.25  
75,001 - 100,000 .......................................     376        33,217,117      6.20     8.359      350       80.40  
100,001 - 125,000 ......................................     335        37,854,508      7.07     8.226      356       77.57  
125,001 - 150,000 ......................................     301        41,550,532      7.76     7.985      357       77.91  
150,001 - 175,000 ......................................     292        47,307,185      8.83     7.884      353       78.41  
175,001 - 200,000 ......................................     229        42,872,749      8.00     7.935      355       77.38  
200,001 - 225,000 ......................................     186        39,594,744      7.39     7.921      356       77.24  
225,001 - 250,000 ......................................     162        38,615,533      7.21     7.702      356       76.44  
250,001 - 275,000 ......................................     167        43,822,331      8.18     7.625      357       79.29  
275,001 - 300,000 ......................................     135        38,889,732      7.26     7.618      354       79.73  
300,001 - 325,000 ......................................     100        31,444,322      5.87     7.650      357       80.45  
325,001 - 350,000 ......................................      98        33,089,297      6.18     7.800      357       80.29  
350,001 - 375,000 ......................................      80        28,989,437      5.41     7.465      355       80.91  
375,001 - 400,000 ......................................      75        29,237,082      5.46     7.654      354       78.61  
400,001 - 425,000 ......................................      36        14,820,673      2.77     7.609      357       79.09  
425,001 - 450,000 ......................................       6         2,618,755      0.49     7.605      356       89.02  
450,001 - 475,000 ......................................      14         6,453,262      1.20     7.906      357       85.99  
475,001 - 500,000 ......................................       6         2,965,839      0.55     7.526      357       80.99  
500,001 - 750,000 ......................................       8         4,461,780      0.83     7.691      356       85.37  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Minimum: $48,874                            
Maximum: $641,568                           
Average: $185,144                           

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Group I Mortgage Loans

Stated Original Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
              Stated Original Term (months)                Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
120 ....................................................       1    $      165,103      0.03%    7.200%     117       65.88% 
180 ....................................................      33         3,755,886      0.70     7.777      177       65.59  
240 ....................................................      13         1,724,863      0.32     7.166      236       57.19  
300 ....................................................       2           265,941      0.05     7.924      297       79.81  
360 ....................................................   2,844       529,710,385     98.90     7.866      357       79.08  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Minimum: 120 months                         
Maximum: 360 months                         
Weighted Average: 358 months                

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Group I Mortgage Loans

 Range of Stated Remaining Terms

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Range of Stated Remaining Terms (months)           Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
109 - 120 ..............................................       1    $      165,103      0.03%    7.200%     117       65.88% 
169 - 180 ..............................................      33         3,755,886      0.70     7.777      177       65.59  
229 - 240 ..............................................      13         1,724,863      0.32     7.166      236       57.19  
289 - 300 ..............................................       2           265,941      0.05     7.924      297       79.81  
349 - 360 ..............................................   2,844       529,710,385     98.90     7.866      357       79.08  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Minimum: 117 months                         
Maximum: 358 months                         
Weighted Average: 355 months                

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Group I Mortgage Loans

 Range of Combined Original LTV Ratios

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Range of Combined Original LTV Ratios (%)          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
10.00 or less ..........................................       2    $       99,881      0.02%    9.100%     357        8.91% 
10.01 - 15.00 ..........................................       4           264,959      0.05     7.549      323       12.58  
15.01 - 20.00 ..........................................       3           234,147      0.04     6.985      357       18.48  
20.01 - 25.00 ..........................................       7           695,771      0.13     6.989      357       23.36  
25.01 - 30.00 ..........................................      10         1,202,895      0.22     7.279      357       27.66  
30.01 - 35.00 ..........................................      15         1,922,775      0.36     7.346      348       33.24  
35.01 - 40.00 ..........................................      28         4,592,120      0.86     7.679      344       37.65  
40.01 - 45.00 ..........................................      39         6,857,948      1.28     7.047      334       42.66  
45.01 - 50.00 ..........................................      53         9,569,341      1.79     7.461      348       47.98  
50.01 - 55.00 ..........................................      70        13,149,167      2.45     7.425      353       52.58  
55.01 - 60.00 ..........................................      87        16,648,632      3.11     7.311      355       57.98  
60.01 - 65.00 ..........................................     129        24,765,972      4.62     7.693      355       63.45  
65.01 - 70.00 ..........................................     163        31,869,662      5.95     7.620      353       68.65  
70.01 - 75.00 ..........................................     211        42,646,887      7.96     7.850      355       73.91  
75.01 - 80.00 ..........................................     856       151,463,474     28.28     7.727      356       79.66  
80.01 - 85.00 ..........................................     342        68,359,309     12.76     8.016      356       84.46  
85.01 - 90.00 ..........................................     489        96,540,756     18.02     8.171      356       89.63  
90.01 - 95.00 ..........................................     346        60,420,507     11.28     8.120      356       94.84  
95.01 - 100.00 .........................................      39         4,317,975      0.81     9.058      350       99.95  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Minimum: 8.55%                              
Maximum: 100.00%                            
Weighted Average: 78.91%                    

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Group I Mortgage Loans

Range of Gross Margins

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
               Range of Gross Margins (%)                  Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................     557    $   98,263,559     18.35%    7.590%     347       75.30% 
3.501 - 4.000 ..........................................       1           134,488      0.03     7.450      355       81.82  
4.501 - 5.000 ..........................................       9         1,753,448      0.33     8.025      356       83.54  
5.001 - 5.500 ..........................................       1           127,218      0.02     9.000      356       85.00  
5.501 - 6.000 ..........................................   1,317       238,592,792     44.54     7.635      357       80.68  
6.001 - 6.500 ..........................................     834       163,597,671     30.54     8.233      357       80.68  
6.501 - 7.000 ..........................................      95        17,854,747      3.33     8.408      357       71.40  
7.001 - 7.500 ..........................................      78        14,898,778      2.78     8.521      357       63.97  
7.501 - 8.000 ..........................................       1           399,476      0.07    10.100      357       61.92  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 3.900%                    
Maximum: 8.000%                             
Non-Zero Weighted Average: 6.123%           

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Group I Mortgage Loans

 Range of Minimum Mortgage Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
           Range of Minimum Mortgage Rates (%)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................     557    $   98,263,559     18.35%    7.590%     347       75.30% 
5.001 - 5.500 ..........................................       8         1,858,101      0.35     5.487      356       71.00  
5.501 - 6.000 ..........................................      38         7,259,573      1.36     5.873      357       72.79  
6.001 - 6.500 ..........................................     112        25,531,652      4.77     6.347      357       72.91  
6.501 - 7.000 ..........................................     268        57,102,854     10.66     6.825      357       77.12  
7.001 - 7.500 ..........................................     359        70,854,826     13.23     7.303      357       79.41  
7.501 - 8.000 ..........................................     453        93,523,386     17.46     7.807      357       80.13  
8.001 - 8.500 ..........................................     337        61,420,062     11.47     8.272      357       80.09  
8.501 - 9.000 ..........................................     340        55,018,118     10.27     8.789      357       82.60  
9.001 - 9.500 ..........................................     215        33,788,820      6.31     9.264      357       82.15  
9.501 - 10.000 .........................................     132        20,580,488      3.84     9.753      357       83.58  
10.001 -10.500 .........................................      51         7,647,490      1.43    10.241      357       83.57  
10.501 - 11.000 ........................................      19         2,221,744      0.41    10.684      357       81.39  
11.001 - 11.500 ........................................       2           427,019      0.08    11.316      357       78.05  
11.501 - 12.000 ........................................       2           124,484      0.02    11.688      357       70.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 5.400%                    
Maximum: 11.750%                            
Non-Zero Weighted Average: 7.924%           

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Group I Mortgage Loans

 Range of Maximum Mortgage Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
           Range of Maximum Mortgage Rates (%)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................     557    $   98,263,559     18.35%    7.590%     347       75.30% 
12.500 or less .........................................       9         1,955,065      0.37     5.537      356       71.20  
12.501 - 13.000 ........................................      40         7,536,669      1.41     5.911      357       73.46  
13.001 - 13.500 ........................................     115        25,780,344      4.81     6.359      357       73.13  
13.501 - 14.000 ........................................     275        58,113,620     10.85     6.846      357       76.98  
14.001 - 14.500 ........................................     361        71,245,782     13.30     7.314      357       79.31  
14.501 - 15.000 ........................................     450        93,096,435     17.38     7.817      357       80.27  
15.001 - 15.500 ........................................     333        60,820,576     11.36     8.274      357       80.16  
15.501 - 16.000 ........................................     335        54,428,721     10.16     8.794      357       82.59  
16.001 - 16.500 ........................................     214        33,781,420      6.31     9.267      357       82.14  
16.501 - 17.000 ........................................     131        20,308,974      3.79     9.753      357       83.49  
17.001 - 17.500 ........................................      50         7,517,765      1.40    10.240      357       83.64  
17.501 - 18.000 ........................................      19         2,221,744      0.41    10.684      357       81.39  
18.001 - 18.500 ........................................       2           427,019      0.08    11.316      357       78.05  
18.501 - 19.000 ........................................       2           124,484      0.02    11.688      357       70.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 12.400%                   
Maximum: 18.750%                            
Non-Zero Weighted Average: 14.915%          

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Group I Mortgage Loans

Initial Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                Initial Periodic Cap (%)                   Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................     557    $   98,263,559     18.35%    7.590%     347       75.30% 
1.000 ..................................................      17         2,207,039      0.41     8.084      357       82.34  
1.500 ..................................................   2,319       435,151,579     81.24     7.924      357       79.71  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 1.000%                    
Maximum: 1.500%                             
Non-Zero Weighted Average: 1.497%           

 Subsequent Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
               Subsequent Periodic Cap (%)                 Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................     557    $   98,263,559     18.35%    7.590%     347       75.30% 
1.000 ..................................................      17         2,207,039      0.41     8.084      357       82.34  
1.500 ..................................................   2,319       435,151,579     81.24     7.924      357       79.71  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 1.000%                    
Maximum: 1.500%                             
Non-Zero Weighted Average: 1.497%           

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Group I Mortgage Loans

 Month to Next Rate Adjustment

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
         Month to Next Rate Adjustment (months)            Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................     557    $   98,263,559     18.35%    7.590%     347       75.30% 
15 .....................................................       2           387,289      0.07     7.025      351       77.41  
16 .....................................................       3           595,432      0.11     7.650      352       72.97  
17 .....................................................       2           555,212      0.10     7.254      353       80.68  
18 .....................................................      13         1,996,676      0.37     6.960      354       77.41  
19 .....................................................      44         8,720,247      1.63     7.457      355       76.39  
20 .....................................................     262        54,756,938     10.22     7.739      356       81.15  
21 .....................................................   1,643       309,129,000     57.71     8.009      357       79.47  
22 .....................................................     144        20,746,839      3.87     8.041      358       78.91  
27 .....................................................       1           117,352      0.02     7.550      351       70.00  
28 .....................................................       1           138,893      0.03     6.450      352       59.91  
29 .....................................................       1            94,660      0.02     9.425      353       76.00  
31 .....................................................       9         1,652,234      0.31     7.380      355       84.73  
32 .....................................................      27         4,304,827      0.80     7.094      356       84.74  
33 .....................................................     173        33,142,187      6.19     7.705      357       80.67  
34 .....................................................      11         1,020,834      0.19     8.400      358       79.32  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 15 months                 
Maximum: 34 months                          
Non-Zero Weighted Average: 22 months        

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Group I Mortgage Loans

 Geographic Distribution of Mortgaged Properties

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
     Geographic Distribution of Mortgaged Properties       Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
California .............................................     904    $  230,678,395     43.07%    7.548%     355       74.30% 
Florida ................................................     295        49,193,016      9.18     8.090      356       80.51  
Arizona ................................................     126        21,948,139      4.10     8.126      357       80.62  
Texas ..................................................     176        17,425,309      3.25     8.494      347       82.02  
New Jersey .............................................      61        14,278,764      2.67     8.279      357       83.02  
New York ...............................................      63        13,390,970      2.50     7.894      354       79.03  
Maryland ...............................................      63        12,876,748      2.40     7.860      357       81.12  
Pennsylvania ...........................................      93        12,613,468      2.35     8.251      353       85.72  
Illinois ...............................................      74        12,490,984      2.33     8.017      357       83.86  
Hawaii .................................................      35        11,941,582      2.23     7.117      352       79.63  
Ohio ...................................................     100        11,277,808      2.11     8.634      352       88.12  
Washington .............................................      54         9,468,463      1.77     7.786      357       83.24  
Nevada .................................................      41         8,018,889      1.50     7.832      357       79.14  
Minnesota ..............................................      41         7,575,401      1.41     7.952      357       85.29  
Michigan ...............................................      69         7,439,677      1.39     8.458      357       83.99  
Other ..................................................     698        95,004,565     17.74     8.157      355       83.31  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

 Number of States/District of Columbia Represented: 50

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Group I Mortgage Loans

 Occupancy

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                        Occupancy                          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Primary ................................................   2,497    $  456,349,581     85.20%    7.782%     355       78.20% 
Investment .............................................     282        56,792,907     10.60     8.463      355       83.97  
Second Home ............................................     114        22,479,688      4.20     8.009      353       80.66  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

 Property Type

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Property Type                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Single Family Residence ................................   2,264    $  401,618,669     74.98%    7.851%     355       78.59% 
Planned Unit Development ...............................     278        55,657,608     10.39     7.860      355       80.47  
2-4 Family .............................................     159        42,316,202      7.90     7.916      355       79.01  
Condominium ............................................     192        36,029,698      6.73     7.940      357       80.05  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

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Group I Mortgage Loans

Loan Purpose

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Loan Purpose                         Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Refinance - Cashout ....................................   1,876    $  378,300,093     70.63%    7.788%     355       76.90% 
Purchase ...............................................     754       110,846,388     20.69     8.200      356       84.27  
Refinance - Rate Term ..................................     263        46,475,696      8.68     7.675      355       82.55  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

 Documentation Level

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                   Documentation Level                     Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Full Documentation .....................................   1,699    $  300,599,366     56.12%    7.563%     355       79.25% 
Stated Documentation ...................................   1,140       223,129,392     41.66     8.287      355       78.64  
Limited Documentation ..................................      54        11,893,420      2.22     7.496      349       75.53  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

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Group I Mortgage Loans

Range of Credit Scores

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                 Range of Credit Scores                    Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
500 - 524 ..............................................     206    $   36,437,789      6.80%    8.700%     357       72.12% 
525 - 549 ..............................................     216        40,913,190      7.64     8.235      356       73.28  
550 - 574 ..............................................     313        55,590,605     10.38     8.292      356       77.41  
575 - 599 ..............................................     446        77,225,872     14.42     7.900      355       76.95  
600 - 624 ..............................................     523        92,788,992     17.32     7.733      354       80.53  
625 - 649 ..............................................     469        86,887,568     16.22     7.545      355       79.99  
650 - 674 ..............................................     332        65,201,506     12.17     7.686      354       82.02  
675 - 699 ..............................................     184        38,627,415      7.21     7.571      354       83.21  
700 - 724 ..............................................     101        21,781,667      4.07     7.576      353       81.98  
725 - 749 ..............................................      59        12,641,143      2.36     7.750      357       82.33  
750 - 774 ..............................................      30         5,259,811      0.98     7.575      350       78.01  
775 - 799 ..............................................      13         2,122,032      0.40     7.683      357       80.24  
800 + ..................................................       1           144,585      0.03     6.250      357       29.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 500                       
Maximum: 804                                
Non-Zero Weighted Average: 615              

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Group I Mortgage Loans

Original Prepayment Penalty Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Original Prepayment Penalty Term (months)          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................     627    $  106,414,276     19.87%    8.401%     356       82.24% 
12 .....................................................      99        21,652,909      4.04     8.194      355       78.45  
24 .....................................................   1,598       303,044,235     56.58     7.797      357       79.03  
36 .....................................................     569       104,510,757     19.51     7.439      349       75.29  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 12 months                 
Maximum: 36 months                          
Non-Zero Weighted Average: 26 months        

 Lien Position

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Lien Position                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
1st Lien ...............................................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

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Group I Mortgage Loans

 Original Interest Only Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
          Original Interest Only Term (months)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................   2,610    $  473,338,028     88.37%    7.924%     355       78.74% 
24 .....................................................       4         1,200,445      0.22     6.551      354       80.01  
60 .....................................................     279        61,083,704     11.40     7.421      357       80.22  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   2,893    $  535,622,177    100.00%    7.863%     355       78.91% 
                                                          ======    ==============    ======                                 

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 Group II Mortgage Loans

 Product Types

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Product Types                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed - 10 Year ........................................       1    $       58,092      0.01%    9.265%     117       59.00% 
Fixed - 15 Year ........................................      47         4,002,452      0.45     8.081      177       67.15  
Fixed - 20 Year ........................................      44         4,470,189      0.51     7.982      237       77.58  
Fixed - 25 Year ........................................       5           626,033      0.07     7.454      296       83.61  
Fixed - 30 Year ........................................   1,299       166,562,540     18.83     8.081      357       81.21  
Balloon - 30/40 ........................................      47         7,271,600      0.82     7.793      357       77.65  
ARM - 2 Year/6 Month Balloon 30/40 .....................     466       154,300,981     17.45     7.690      357       81.80  
ARM - 3 Year/6 Month Balloon 30/40 .....................      77        17,595,539      1.99     7.783      357       79.85  
ARM - 2 Year/6 Month ...................................   2,255       413,789,576     46.79     7.907      357       80.24  
ARM - 3 Year/6 Month ...................................      77        13,343,507      1.51     7.906      357       80.85  
Interest Only ARM - 2 Year/6 Month - 24 Month IO term ..       2           816,750      0.09     7.564      354       89.86  
Interest Only ARM - 2 Year/6 Month - 60 Month IO term ..     225        84,050,280      9.50     7.314      357       81.66  
Interest Only ARM - 3 Year/6 Month - 60 Month IO term ..      52        17,521,154      1.98     7.379      357       80.84  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

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 Group II Mortgage Loans

 Range of Gross Interest Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
            Range of Gross Interest Rates (%)              Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
5.000 - 5.999 ..........................................      41    $   10,738,737      1.21%    5.834%     357       74.44% 
6.000 - 6.999 ..........................................     766       207,174,445     23.43     6.655      355       78.29  
7.000 - 7.999 ..........................................   1,542       347,984,724     39.35     7.534      356       79.61  
8.000 - 8.999 ..........................................   1,199       205,370,506     23.22     8.495      355       81.74  
9.000 - 9.999 ..........................................     589        79,150,711      8.95     9.456      355       84.82  
10.000 - 10.999 ........................................     270        21,760,450      2.46    10.479      354       91.39  
11.000 - 11.999 ........................................     136         8,957,703      1.01    11.391      356       98.62  
12.000 - 12.999 ........................................      52         3,123,312      0.35    12.343      354       99.76  
13.000 - 13.999 ........................................       2           148,106      0.02    13.400      357      100.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Minimum: 5.500%                             
Maximum: 13.400%                            
Weighted Average: 7.832%                    

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 Group II Mortgage Loans

Range of Cut-off Date Principal Balances

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
      Range of Cut-off Date Principal Balances ($)         Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
25,001 - 50,000 ........................................     296    $   12,096,267      1.37%   10.223%     346       92.28% 
50,001 - 75,000 ........................................     560        35,073,509      3.97     9.227      351       83.90  
75,001 - 100,000 .......................................     576        50,357,876      5.69     8.501      350       79.52  
100,001 - 125,000 ......................................     510        57,201,458      6.47     8.103      353       79.45  
125,001 - 150,000 ......................................     455        62,638,874      7.08     7.967      355       78.44  
150,001 - 175,000 ......................................     350        56,603,344      6.40     7.992      355       80.21  
175,001 - 200,000 ......................................     264        49,155,197      5.56     7.817      356       78.25  
200,001 - 225,000 ......................................     205        43,427,971      4.91     7.844      356       79.55  
225,001 - 250,000 ......................................     168        39,819,389      4.50     7.733      355       79.45  
250,001 - 275,000 ......................................     167        43,825,173      4.96     7.699      357       81.16  
275,001 - 300,000 ......................................     153        43,920,043      4.97     7.595      357       79.67  
300,001 - 325,000 ......................................     112        34,987,810      3.96     7.568      356       81.36  
325,001 - 350,000 ......................................      90        30,253,097      3.42     7.441      357       81.51  
350,001 - 375,000 ......................................      82        29,697,200      3.36     7.506      357       81.22  
375,001 - 400,000 ......................................      87        33,645,382      3.80     7.507      357       82.30  
400,001 - 425,000 ......................................      66        27,499,272      3.11     7.739      357       79.70  
425,001 - 450,000 ......................................     106        46,404,789      5.25     7.569      356       81.42  
450,001 - 475,000 ......................................      60        27,761,136      3.14     7.520      357       82.51  
475,001 - 500,000 ......................................      84        40,966,693      4.63     7.628      357       81.07  
500,001 - 750,000 ......................................     200       113,890,520     12.88     7.390      357       82.12  
750,001 - 1,000,000 ....................................       6         5,183,694      0.59     7.799      357       79.57  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Minimum: $29,955                            
Maximum: $952,945                           
Average: $192,388                           

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 Group II Mortgage Loans

Stated Original Term

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
              Stated Original Term (months)                Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
120 ....................................................       1    $       58,092      0.01%    9.265%     117       59.00% 
180 ....................................................      47         4,002,452      0.45     8.081      177       67.15  
240 ....................................................      44         4,470,189      0.51     7.982      237       77.58  
300 ....................................................       5           626,033      0.07     7.454      296       83.61  
360 ....................................................   4,500       875,251,929     98.96     7.830      357       80.83  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Minimum: 120 months                         
Maximum: 360 months                         
Weighted Average: 359 months                

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 Group II Mortgage Loans

 Range of Stated Remaining Terms

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Range of Stated Remaining Terms (months)           Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
109 - 120 ..............................................       1    $       58,092      0.01%    9.265%     117       59.00% 
169 - 180 ..............................................      47         4,002,452      0.45     8.081      177       67.15  
229 - 240 ..............................................      44         4,470,189      0.51     7.982      237       77.58  
289 - 300 ..............................................       5           626,033      0.07     7.454      296       83.61  
349 - 360 ..............................................   4,500       875,251,929     98.96     7.830      357       80.83  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Minimum: 117 months                         
Maximum: 358 months                         
Weighted Average: 355 months                

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 Group II Mortgage Loans

 Range of Combined Original LTV Ratios

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
        Range of Combined Original LTV Ratios (%)          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
10.00 or less ..........................................       1    $       49,720      0.01%    7.275%     237        8.83% 
15.01 - 20.00 ..........................................       3           193,665      0.02     8.114      293       16.17  
20.01 - 25.00 ..........................................       5           564,646      0.06     7.704      357       22.79  
25.01 - 30.00 ..........................................      11         1,076,729      0.12     8.050      340       28.38  
30.01 - 35.00 ..........................................      14         1,139,569      0.13     8.139      334       31.88  
35.01 - 40.00 ..........................................      28         3,830,481      0.43     7.838      353       38.19  
40.01 - 45.00 ..........................................      23         2,629,893      0.30     7.501      331       42.16  
45.01 - 50.00 ..........................................      37         5,203,235      0.59     7.432      354       47.87  
50.01 - 55.00 ..........................................      61         8,074,596      0.91     7.387      347       52.98  
55.01 - 60.00 ..........................................     115        18,138,834      2.05     7.446      351       57.92  
60.01 - 65.00 ..........................................     140        25,713,042      2.91     7.650      354       63.42  
65.01 - 70.00 ..........................................     180        32,373,623      3.66     7.600      355       68.57  
70.01 - 75.00 ..........................................     256        51,006,273      5.77     7.744      355       73.85  
75.01 - 80.00 ..........................................   1,847       425,431,946     48.10     7.483      356       79.83  
80.01 - 85.00 ..........................................     518        93,815,435     10.61     8.136      355       84.52  
85.01 - 90.00 ..........................................     695       139,604,306     15.79     8.183      356       89.72  
90.01 - 95.00 ..........................................     148        42,152,312      4.77     8.070      354       94.44  
95.01 - 100.00 .........................................     515        33,410,391      3.78    10.553      355       99.99  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Minimum: 8.83%                              
Maximum: 100.00%                            
Weighted Average: 80.76%                    

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 Group II Mortgage Loans

Range of Gross Margins

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
               Range of Gross Margins (%)                  Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   1,443    $  182,990,906     20.69%    8.065%     349       80.67% 
3.501 - 4.000 ..........................................       2           188,922      0.02     8.710      357       73.97  
4.501 - 5.000 ..........................................      29         6,230,154      0.70     7.709      356       81.10  
5.001 - 5.500 ..........................................       3           544,584      0.06     7.693      356       73.69  
5.501 - 6.000 ..........................................   1,748       366,453,931     41.43     7.540      357       81.37  
6.001 - 6.500 ..........................................   1,184       295,329,483     33.39     7.980      357       81.03  
6.501 - 7.000 ..........................................      96        18,012,489      2.04     8.473      357       76.85  
7.001 - 7.500 ..........................................      91        14,293,904      1.62     8.509      357       65.57  
7.501 - 8.000 ..........................................       1           364,322      0.04     8.425      357       78.49  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 3.690%                    
Maximum: 7.550%                             
Non-Zero Weighted Average: 6.096%           

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 Group II Mortgage Loans

 Range of Minimum Mortgage Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
           Range of Minimum Mortgage Rates (%)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   1,443    $  182,990,906     20.69%    8.065%     349       80.67% 
5.001 - 5.500 ..........................................       4           856,951      0.10     5.500      357       72.56  
5.501 - 6.000 ..........................................      37         9,662,490      1.09     5.875      357       75.93  
6.001 - 6.500 ..........................................     159        43,453,648      4.91     6.360      357       79.60  
6.501 - 7.000 ..........................................     432       117,841,434     13.32     6.828      357       79.69  
7.001 - 7.500 ..........................................     525       136,526,705     15.44     7.300      357       80.33  
7.501 - 8.000 ..........................................     680       154,624,714     17.48     7.794      357       80.20  
8.001 - 8.500 ..........................................     445        84,176,197      9.52     8.292      357       80.85  
8.501 - 9.000 ..........................................     440        85,169,994      9.63     8.767      357       82.50  
9.001 - 9.500 ..........................................     223        36,184,698      4.09     9.253      357       83.65  
9.501 - 10.000 .........................................     147        23,851,157      2.70     9.773      357       84.72  
10.001 -10.500 .........................................      42         7,245,305      0.82    10.259      357       86.32  
10.501 - 11.000 ........................................      17         1,404,131      0.16    10.758      357       73.62  
11.001 - 11.500 ........................................       2           335,046      0.04    11.293      357       92.38  
11.501 - 12.000 ........................................       1            85,319      0.01    11.600      357       70.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 5.500%                    
Maximum: 11.600%                            
Non-Zero Weighted Average: 7.771%           

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 Group II Mortgage Loans

 Range of Maximum Mortgage Rates

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
           Range of Maximum Mortgage Rates (%)             Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   1,443    $  182,990,906     20.69%    8.065%     349       80.67% 
12.500 or less .........................................       4           856,951      0.10     5.500      357       72.56  
12.501 - 13.000 ........................................      38         9,754,245      1.10     5.882      357       75.97  
13.001 - 13.500 ........................................     164        44,278,118      5.01     6.377      357       79.57  
13.501 - 14.000 ........................................     436       118,404,652     13.39     6.834      357       79.71  
14.001 - 14.500 ........................................     521       135,819,015     15.36     7.301      357       80.35  
14.501 - 15.000 ........................................     680       154,707,859     17.49     7.799      357       80.22  
15.001 - 15.500 ........................................     444        84,059,418      9.50     8.292      357       80.84  
15.501 - 16.000 ........................................     435        84,431,875      9.55     8.766      357       82.47  
16.001 - 16.500 ........................................     223        36,184,698      4.09     9.253      357       83.65  
16.501 - 17.000 ........................................     147        23,851,157      2.70     9.773      357       84.72  
17.001 - 17.500 ........................................      42         7,245,305      0.82    10.259      357       86.32  
17.501 - 18.000 ........................................      17         1,404,131      0.16    10.758      357       73.62  
18.001 - 18.500 ........................................       2           335,046      0.04    11.293      357       92.38  
18.501 - 19.000 ........................................       1            85,319      0.01    11.600      357       70.00  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 12.500%                   
Maximum: 18.600%                            
Non-Zero Weighted Average: 14.768%          

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 Group II Mortgage Loans

Initial Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                Initial Periodic Cap (%)                   Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   1,443    $  182,990,906     20.69%    8.065%     349       80.67% 
1.000 ..................................................      15         2,172,443      0.25     7.931      357       82.76  
1.500 ..................................................   3,139       699,245,346     79.06     7.771      357       80.77  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 1.000%                    
Maximum: 1.500%                             
Non-Zero Weighted Average: 1.498%           

 Subsequent Periodic Cap

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
               Subsequent Periodic Cap (%)                 Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Fixed Rate Loans .......................................   1,443    $  182,990,906     20.69%    8.065%     349       80.67% 
1.000 ..................................................      15         2,172,443      0.25     7.931      357       82.76  
1.500 ..................................................   3,139       699,245,346     79.06     7.771      357       80.77  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 1.000%                    
Maximum: 1.500%                             
Non-Zero Weighted Average: 1.498%           

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 Group II Mortgage Loans

 Month to Next Rate Adjustment

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
         Month to Next Rate Adjustment (months)            Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
0 ......................................................   1,443    $  182,990,906     20.69%    8.065%     349       80.67% 
17 .....................................................       1           481,500      0.05     9.075      353       90.00  
18 .....................................................      18         3,924,889      0.44     7.395      354       82.51  
19 .....................................................      54         9,229,425      1.04     7.548      355       81.28  
20 .....................................................     611       129,344,988     14.63     7.711      356       80.08  
21 .....................................................   2,170       487,176,043     55.08     7.797      357       80.90  
22 .....................................................      94        22,800,743      2.58     7.900      358       82.06  
30 .....................................................       1           201,200      0.02     6.525      354       80.00  
31 .....................................................       2           416,593      0.05     7.811      355       80.00  
32 .....................................................      47         9,802,254      1.11     7.820      356       82.40  
33 .....................................................     153        37,290,135      4.22     7.635      357       79.93  
34 .....................................................       3           750,019      0.08     7.709      358       83.36  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

Non-Zero Minimum: 17 months                 
Maximum: 34 months                          
Non-Zero Weighted Average: 22 months        

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 Group II Mortgage Loans

 Geographic Distribution of Mortgaged Properties

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
     Geographic Distribution of Mortgaged Properties       Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
California .............................................     884    $  301,647,695     34.11%    7.594%     357       82.01% 
Florida ................................................     606       103,212,876     11.67     7.958      355       78.85  
New York ...............................................     187        47,854,620      5.41     7.531      355       78.45  
Texas ..................................................     391        45,668,933      5.16     8.032      350       80.18  
New Jersey .............................................     162        37,796,842      4.27     7.986      357       80.93  
Arizona ................................................     214        35,157,518      3.98     7.887      355       78.49  
Illinois ...............................................     172        29,574,829      3.34     7.960      356       80.79  
Maryland ...............................................     119        27,067,805      3.06     7.766      354       77.40  
Washington .............................................     113        19,800,052      2.24     7.724      356       79.04  
Nevada .................................................      85        18,235,558      2.06     7.543      356       78.60  
Pennsylvania ...........................................     150        16,382,839      1.85     8.113      353       81.44  
Virginia ...............................................      85        14,834,057      1.68     8.051      354       77.86  
Georgia ................................................     112        14,207,078      1.61     8.283      356       83.42  
Massachusetts ..........................................      64        13,439,888      1.52     8.213      357       80.84  
Ohio ...................................................     130        13,328,763      1.51     8.387      348       84.00  
Other ..................................................   1,123       146,199,343     16.53     8.072      354       81.73  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

 Number of States/District of Columbia Represented: 51

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 Group II Mortgage Loans

 Occupancy

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                        Occupancy                          Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Primary ................................................   4,244    $  829,256,566     93.76%    7.805%     355       80.65% 
Investment .............................................     234        38,197,274      4.32     8.301      354       82.81  
Second Home ............................................     119        16,954,855      1.92     8.112      355       81.52  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

 Property Type

                                                        [Enlarge/Download Table]

                                                                                       % of                                  
                                                                                     Mortgage                                
                                                                                      Pool by                                
                                                                        Aggregate    Aggregate  Weighted  Weighted   Weighted
                                                           Number        Cut-off      Cut-off   Average    Average    Average
                                                             of           Date          Date     Gross    Remaining  Combined
                                                          Mortgage      Principal    Principal  Interest    Term     Original
                      Property Type                        Loans       Balance ($)    Balance   Rate (%)  (months)   LTV (%) 
--------------------------------------------------------  --------  --------------  ----------  --------  --------   --------
                                                                                                                             
Single Family Residence ................................   3,378    $  635,417,673     71.85%    7.829%     355       80.83% 
Planned Unit Development ...............................     646       134,752,954     15.24     7.838      356       80.45  
Condominium ............................................     331        57,657,907      6.52     7.932      355       81.64  
2-4 Family .............................................     242        56,580,161      6.40     7.748      357       79.81  
                                                          ------    --------------    ------                                 
         Total/Weighted Average/                                                                                             
         % of Mortgage Loan Pool: ......................   4,597    $  884,408,695    100.00%    7.832%     355       80.76% 
                                                          ======    ==============    ======                                 

III-47