Indymac MBS Inc, et al. – ‘424B5’ on 4/4/06

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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Indymac Indx Mortgage Loan Trust 2006-Ar4            212   1.17M 

Document Table of Contents

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PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED FEBRUARY 27, 2006)                                         

$1,504,469,000
(Approximate) 

INDYMAC MBS, INC. 
DEPOSITOR 

[INDYMAC BANK LOGO] 

SPONSOR, SELLER AND SERVICER

INDYMAC INDX MORTGAGE LOAN TRUST 2006-AR4 
ISSUING ENTITY

DISTRIBUTIONS ARE PAYABLE MONTHLY ON THE 25TH DAY OF EACH MONTH, BEGINNING  
APRIL 25, 2006
----------------------
 The issuing entity will issue certificates, including the following classes
of certificates being offered pursuant to this prospectus supplement and the    
accompanying prospectus:                                                        

                                                        [Enlarge/Download Table]
                     INITIAL CLASS         PASS-THROUGH                    INITIAL CLASS        
          CLASS    CERTIFICATE BALANCE(1)    RATE(2)               CLASS  CERTIFICATE BALANCE(1)
                                                                                                
Class A1-A              $709,946,000         Variable    Class M-3             $ 7,563,000      
Class A1-B              $332,815,000         Variable    Class M-4             $ 8,320,000      
Class A1-C              $160,356,000         Variable    Class M-5             $ 7,563,000      
Class A2-A              $200,000,000         Variable    Class M-6             $10,589,000      
Class M-1               $ 32,525,000         Variable    Class M-7             $ 7,563,000      
Class M-2               $ 18,909,000         Variable    Class M-8             $ 8,320,000      


                                                                                                
                 PASS-THROUGH                                                                   
          CLASS    RATE(2)                                                                      
Class A1-A         Variable                                                                     
Class A1-B         Variable                                                                     
Class A1-C         Variable                                                                     
Class A2-A         Variable                                                                     
Class M-1          Variable                                                                     
Class M-2          Variable                                                                     

(1) This amount is approximate and is subject to a permitted variance in the    
aggregate of plus or minus 10%.                                         
(2) The pass-through rate for each class of certificates is calculated as       
described in this prospectus supplement under 'Summary' and is based on 
LIBOR.                                                                  

--------------------------------------------------------------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-17 IN THIS PROSPECTUS   
SUPPLEMENT AND ON PAGE 4 IN THE PROSPECTUS.                                     

THE CERTIFICATES REPRESENT OBLIGATIONS OF THE ISSUING ENTITY ONLY AND DO NOT    
REPRESENT AN INTEREST IN OR OBLIGATION OF INDYMAC MBS, INC., INDYMAC BANK,      
F.S.B., OR ANY OF THEIR AFFILIATES.                                             

THIS PROSPECTUS SUPPLEMENT MAY BE USED TO OFFER AND SELL THE OFFERED            
CERTIFICATES ONLY IF ACCOMPANIED BY THE PROSPECTUS.                             
--------------------------------------------------------------------------------

The classes of certificates offered by this prospectus supplement are   
listed, together with their interest rates, in the tables under 'Summary --     
Description of the Certificates' on page S-6 of this prospectus supplement. This
prospectus supplement and the accompanying prospectus relate only to the        
offering of the certificates listed above and not to the other classes of       
certificates that will be issued by the issuing entity.                         

Credit enhancement for the offered certificates consists of:            

Excess interest;                                                    

Overcollateralization as described in this prospectus supplement    
under 'Description of the Certificates -- Overcollateralization';   

Subordination; and                                                  

Loss allocation features.                                           

    The credit enhancement for each class of certificates varies. Not all credit
enhancement is available for every class. The credit enhancement for the        
certificates is described in more detail in the prospectus supplement.          

    The offered certificates also will have the benefit of an interest rate swap
contract with IXIS Financial Products Inc., as swap counterparty, as described  
in this prospectus supplement under 'Description of the Certificates -- The Swap
Contract.'                                                                      

The Class A1-A Certificates also will have the benefit of a corridor    
contract with IXIS Financial Products Inc., as cap counterparty, as described in
this prospectus supplement under 'Description of the Certificates -- The        
Corridor Contract.'                                                             

Neither the seller and servicer nor the depositor is a, nor is either of
them affiliated with any, government agency, instrumentality or government      
sponsored enterprise. The offered certificates are not bank accounts and are not
insured by the FDIC or any other governmental entity.                           

 The assets of the issuing entity will be comprised primarily of a pool of
30- and 40-year conventional adjustable-rate negative amortization mortgage     
loans secured by first liens on one- to four-family residential properties.     

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY       
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

   Lehman Brothers Inc. will offer the certificates listed above to the public
at varying prices to be determined at the time of sale. The proceeds to the     
depositor from the sale of the offered certificates are expected to be          
approximately 99.96% of the aggregate class certificate balance of the offered  
certificates plus accrued interest, before deducting expenses. See 'Method of   
Distribution' in this prospectus supplement.                                    

LEHMAN BROTHERS 
March 30, 2006

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 TABLE OF CONTENTS

                                                                          Page
                                                                          ----
Prospectus Supplement                     

Summary ..........................................................           S-4
Summary of Transaction Parties ...................................          S-16
Risk Factors .....................................................          S-17
The Mortgage Pool ................................................          S-28
The Seller .......................................................          S-38
Servicing of Mortgage Loans ......................................          S-42
The Sponsor ......................................................          S-46
Static Pool Data .................................................          S-46
The Depositor ....................................................          S-46
The Issuing Entity ...............................................          S-46
The Trustee ......................................................          S-47
The Swap Counterparty and the Cap Counterparty ...................          S-48
Description of the Certificates ..................................          S-49
Yield, Prepayment and Maturity Considerations ....................          S-84
Legal Proceedings ................................................          S-94
Material Federal Income Tax Consequences .........................          S-94
ERISA Considerations .............................................          S-98
Method of Distribution ...........................................          S-99
Use of Proceeds ..................................................         S-100
Legal Matters ....................................................         S-100
Ratings ..........................................................         S-101
Schedule 1 .......................................................         S-102
Index of Defined Terms ...........................................         S-105
Annex I: Global Clearance, Settlement And Tax Documentation                 
    Procedures ...................................................           A-1

Prospectus                    

Important Notice About Information in This Prospectus and                       
  Each Accompanying Prospectus Supplement ........................             3
Risk Factors .....................................................             4
The Issuing Entity ...............................................            14
Use of Proceeds ..................................................            24
The Depositor ....................................................            24
Mortgage Loan Program ............................................            24
Description of the Certificates ..................................            27
Credit Enhancement ...............................................            39
Yield and Prepayment Considerations ..............................            43
The Pooling and Servicing Agreement ..............................            45
Certain Legal Aspects of the Mortgage Loans ......................            59
Material Federal Income Tax Consequences .........................            65
State Tax Considerations .........................................            87
ERISA Considerations .............................................            87
Legal Investment .................................................            89
Method of Distribution ...........................................            90
Legal Matters ....................................................            91
Financial Information ............................................            91
Rating ...........................................................            91
Index of Principal Terms .........................................            92

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Important Notice About Information Presented in this Prospectus Supplement
and the Prospectus

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

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

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

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

           Some of the statements contained in or incorporated by reference in
this prospectus supplement and the accompanying prospectus consist of           
forward-looking statements relating to future economic performance or           
projections and other financial items. These statements can be identified by the
use of forward-looking words such as "may," "will," "should," "expects,"        
"believes," "anticipates," "estimates," or other comparable words.              
Forward-looking statements are subject to a variety of risks and uncertainties  
that could cause actual results to differ from the projected results. Those     
risks and uncertainties include, among others, general economic and business    
conditions, regulatory initiatives and compliance with governmental regulations,
customer preferences and various other matters, many of which are beyond our    
control. Because we cannot predict the future, what actually happens may be very
different from what we predict in our forward-looking statements.               

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 SUMMARY

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

o     While this summary contains an overview of certain calculations, cash flow
  priorities and other information to aid your understanding, you should
read carefully the full description of these calculations, cash flow
  priorities and other information in this prospectus supplement and the
accompanying prospectus before making any investment decision.      

 The Transaction Parties

Issuing Entity                                                                  

IndyMac INDX Mortgage Loan Trust 2006-AR4, a common law trust formed under the  
laws of the State of New York.                                                  

Depositor                                                                       

IndyMac MBS, Inc., a Delaware corporation and a limited purpose finance         
subsidiary of IndyMac Bank, F.S.B. Its address is 155 North Lake Avenue,        
Pasadena, California 91101, and its telephone number is (800) 669-2300.         

Sponsor, Seller and Servicer                                                    

IndyMac Bank, F.S.B., a federal savings bank. Its principal executive offices   
are located at 888 East Walnut Street, Pasadena, California 91101-7211,         
Pasadena, California 91101, and its telephone number is (800) 669-2300.         

Trustee                                                                         

Deutsche Bank National Trust Company, a national banking association. The       
corporate trust office of the trustee is located (i) for purposes of certificate
transfers, at DB Services Tennessee, 648 Grassmere Park Road., Nashville,       
Tennessee 37211-3658, Attention: Transfer Unit and (ii) for all other purposes, 
at 1761 East St. Andrew Place, Santa Ana, California 92705, Attention: Trust    
Administration IN06A4, and its telephone number is (714) 247-6000.              

Cap Counterparty and Swap Counterparty                                          

IXIS Financial Products Inc., a Delaware corporation. The principal executive   
office of the cap counterparty and swap counterparty is located at 9 West 57th  
Street, New York, New York 10019.                                               

The NIM Insurer                                                                 

After the closing date, a separate trust (or other form of entity) may be       
established to issue net interest margin securities secured by all or a portion 
of the Class P and Class C Certificates. Those net interest margin securities   
may have the benefit of one or more financial guaranty insurance policies that  
guaranty payments on those securities. The insurer or insurers issuing these    
financial guaranty insurance policies are referred to in this prospectus        
supplement as the "NIM Insurer." The references to the NIM Insurer in this      
prospectus supplement apply only if the net interest margin securities are so   
insured.                                                                        

Any NIM Insurer will have a number of rights under the pooling and servicing    
agreement that will limit and otherwise affect the rights of the holders of the 
offered certificates. Any insurance policy issued by a NIM Insurer will not     
cover, and will not benefit in any manner, the offered certificates.            

See "Risk Factors--Rights of the NIM Insurer" in this prospectus supplement.    

Pooling and Servicing Agreement                                                 

The pooling and servicing agreement among the seller, the servicer, the         
depositor and the trustee, under which the issuing entity will be formed.       

Cut-off Date                                                                    

For any mortgage loan, the later of March 1, 2006 and the origination date of   
that mortgage loan.                                                             

Closing Date                                                                    

On or about March 31, 2006.                                                     

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Interest Shortfall Payments:                                                    

To the extent needed to make required interest distributions on the offered     
certificates for the first distribution date, on or prior to the first          
distribution date, a deposit will be made into the distribution account to      
offset shortfalls in interest collections arising from the inclusion of newly   
originated loans that have current mortgage rates that are equal to their       
initial mortgage rates, which in many cases is less than the sum of the index   
applicable at origination and the gross margin.                                 

The Mortgage Loans:                                                             

The mortgage pool will consist primarily of 30- and 40- year conventional       
adjustable-rate negative amortization mortgage loans secured by first liens on  
one- to four-family residential properties. All of the mortgage loans bear      
adjustable interest rates based on the 1-year MTA index, which is a 12-month    
moving average of the monthly yields on United States Treasury securities       
adjusted to a constant maturity of one year.                                    

The depositor believes that the information set forth in this prospectus        
supplement regarding the mortgage loans as of the cut-off date is representative
of the characteristics of the mortgage loans that will be delivered on the      
closing date. However, certain mortgage loans may prepay or may be determined   
not to meet the eligibility requirements for inclusion in the final mortgage    
pool. A limited number of mortgage loans may be added to or substituted for the 
mortgage loans that are described in this prospectus supplement. Any addition or
substitution will not result in a material difference in the final mortgage pool
although the cut-off date information regarding the actual mortgage loans may   
vary somewhat from the information regarding the mortgage loans presented in    
this prospectus supplement.                                                     

As of the cut-off date, the depositor expects that all of the mortgage loans in 
the issuing entity will have the following characteristics:                     

Aggregate Stated                                                          
    Principal Balance ..................................     $1,512,796,250.71

Geographic                                                                
Concentrations in                                                     
excess of 10%:                                                        

     California .........................................                 56.43%

Weighted Average                                                          
      Original LTV Ratio ................................                 72.81%

Weighted Average                                                          
      Mortgage Rate .....................................                 4.112%

   Range of Mortgage Rates ..............................       1.000% to 8.251%

Average Current                                                           
     Principal Balance .................................              $330,449

Range of Current                                                          
     Principal Balances ................................ $50,000 to $1,748,353

Weighted Average                                                          
Remaining Term to                                                   
     Maturity ..........................................            379 months

Weighted Average FICO                                                     
     Credit Score ......................................                   701

Weighted Average Gross                                                    
      Margin ............................................                 3.389%

Weighted Average                                                          
Maximum Mortgage                                                    
      Rate ..............................................                10.018%

Weighted Average                                                          
Minimum Mortgage                                                    
      Rate ..............................................                 3.389%

Range of Months to Next                                                   
Mortgage Rate                                                       
     Adjustment ........................................                1 to 2

Range of Months to Next                                                   
     Payment Adjustment ................................               5 to 62

Initial Fixed Payment Period                                              
         12 Months ......................................                 77.54%
         60 Months ......................................                 22.46%

Negative Amortization Limit                                               
         110% ...........................................                 90.54%
         115% ...........................................                  9.46%

See "The Mortgage Pool" in this prospectus supplement.                          

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Description of the Certificates                                                 

The issuing entity will issue fifteen classes of certificates, twelve of which  
are offered by this prospectus supplement and the accompanying prospectus:      

                                                        [Enlarge/Download Table]

                                Initial                                                                                      
                                 Class                                           Final Scheduled  Expected Final    Initial  
                              Certificate                                          Distribution    Distribution   Rating S&P/
        Class                 Balance (1)      Principal Type     Interest Type      Date (2)        Date (3)     Moody's (4)
------------------------      ------------  -------------------  --------------  ---------------  --------------  -----------
                                                                                                                             
Offered Certificates                                                                                                         
A1-A....................      $709,946,000  Senior/Super Senior  Variable Rate    May 25, 2046      June 2014      AAA/Aaa   
A1-B....................      $332,815,000    Senior/Support     Variable Rate    May 25, 2046      June 2014      AAA/Aaa   
A1-C....................      $160,356,000    Senior/Support     Variable Rate    May 25, 2046      June 2014      AAA/Aaa   
A2-A....................      $200,000,000        Senior         Variable Rate    May 25, 2046      June 2014      AAA/Aaa   
M-1.....................      $ 32,525,000      Subordinate      Variable Rate    May 25, 2046      June 2014      AA+/Aa1   
M-2.....................      $ 18,909,000      Subordinate      Variable Rate    May 25, 2046      June 2014      AA/Aa2    
M-3.....................      $  7,563,000      Subordinate      Variable Rate    May 25, 2046      June 2014      AA-/Aa3   
M-4.....................      $  8,320,000      Subordinate      Variable Rate    May 25, 2046      June 2014       A/A2     
M-5.....................      $  7,563,000      Subordinate      Variable Rate    May 25, 2046      June 2014       A-/A3    
M-6.....................      $ 10,589,000      Subordinate      Variable Rate    May 25, 2046     April 2014     BBB/Baa2   
M-7.....................      $  7,563,000      Subordinate      Variable Rate    May 25, 2046     March 2013     BBB-/Baa3  
M-8.....................      $  8,320,000      Subordinate      Variable Rate    May 25, 2046     April 2012      BBB-/NR   
Non-Offered Certificates (5)                                                                                                 
Class P.................          N/A               N/A               NR              N/A              N/A           NR      
Class C.................          N/A               N/A               NR              N/A              N/A           NR      
Class R.................          N/A               N/A               NR              N/A              N/A           NR      

----------                                                                      
(1)   This amount is subject to a permitted variance in the aggregate of plus or
    minus 10% and depends on the amount of mortgage loans actually delivered
on the closing date.                                                

(2)   The final scheduled distribution date was determined as described under   
"Yield, Prepayment and Maturity Considerations" in this prospectus  
supplement.                                                         

(3)   The expected final distribution date is based upon (a) an assumed rate of 
prepayments equal to 25% CPR, (b) modeling assumptions used in this 
     prospectus supplement, as described under "Yield, Prepayment and Weighted
      Average Life--Weighted Average Life" in this prospectus supplement and (c)
 assuming the optional termination is exercised by the servicer at the
earliest possible distribution date as described in this prospectus 
     supplement under "Description of the Certificates--Optional Termination."

(4)   The offered certificates will not be offered unless they are assigned the 
 indicated ratings by Standard & Poor's, a division of the McGraw-Hill
Companies ("S&P") and Moody's Investors Service ("Moody's"). "NR"   
      indicates that the agency was not asked to rate the certificates. A rating
      is not a recommendation to buy, sell or hold securities. These ratings may
     be lowered or withdrawn at any time by either of the rating agencies. The
 ratings set forth above do not take into account the existence of the
corridor contracts. See "Ratings" in this prospectus supplement.    

(5)   The Class P, Class C and Class R Certificates are not offered by this     
   prospectus supplement. The Class P Certificates will be entitled to any
prepayment charges collected on the mortgage loans. The Class C     
 Certificates will be entitled to receive any excess cashflow from the
   mortgage loans after all required distributions are made on the offered
certificates. The Class R Certificate is a REMIC tax residual. Any  
     information contained in this prospectus supplement with respect to these
 certificates is provided only to permit a better understanding of the
offered certificates.                                               

The certificates also will have the following characteristics:                  

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                                                        [Enlarge/Download Table]

                                         Pass-Through Rate                                                                 
                                        Before and Including   Pass-Through Rate                                           
                                                 the               After the                                    Interest   
                      Initial Interest        Optional              Optional                                    Accrual    
       Class              Rate (1)      Termination Date (2)  Termination Date (3)  Interest Accrual Period    Convention  
--------------------  ----------------  --------------------  --------------------  -----------------------  --------------
                                                                                                                           
Offered Certificates                                                                                                       
A1-A................            5.040%    LIBOR + 0.210%(4)     LIBOR + 0.420%(4)            (5)             Actual/360 (6)
A1-B................            5.130%    LIBOR + 0.300%(4)     LIBOR + 0.600%(4)            (5)             Actual/360 (6)
A1-C................            5.170%    LIBOR + 0.340%(4)     LIBOR + 0.680%(4)            (5)             Actual/360 (6)
A2-A................            5.080%    LIBOR + 0.250%(4)     LIBOR + 0.500%(4)            (5)             Actual/360 (6)
M-1.................            5.250%    LIBOR + 0.420%(4)     LIBOR + 0.630%(4)            (5)             Actual/360 (6)
M-2.................            5.270%    LIBOR + 0.440%(4)     LIBOR + 0.660%(4)            (5)             Actual/360 (6)
M-3.................            5.300%    LIBOR + 0.470%(4)     LIBOR + 0.705%(4)            (5)             Actual/360 (6)
M-4.................            5.530%    LIBOR + 0.700%(4)     LIBOR + 1.050%(4)            (5)             Actual/360 (6)
M-5.................            5.630%    LIBOR + 0.800%(4)     LIBOR + 1.200%(4)            (5)             Actual/360 (6)
M-6.................            6.580%    LIBOR + 1.750%(4)     LIBOR + 2.625%(4)            (5)             Actual/360 (6)
M-7.................            6.580%    LIBOR + 1.750%(4)     LIBOR + 2.625%(4)            (5)             Actual/360 (6)
M-8.................            6.580%    LIBOR + 1.750%(4)     LIBOR + 2.625%(4)            (5)             Actual/360 (6)
Non-Offered                                                                                                                
  Certificates (7)                                                                                                         
Class P.............              N/A               N/A               N/A(7)                 (7)                  N/A      
Class C.............              N/A               N/A               N/A(7)                 (7)                  N/A      
Class R.............              N/A               N/A               N/A(7)                 (7)                  N/A      

----------                                                                      
(1)   Reflects the interest rate as of the closing date.                        

(2)   Reflects the Pass-Through Rate calculation up to and including the        
    earliest possible distribution date on which the servicer has the option
     to purchase the mortgage loans as described in this prospectus supplement
      under "Description of the Certificates--Termination of the Issuing Entity;
Optional Termination."                                              

(3)   Reflects the Pass-Through Rate calculation after the option to purchase   
the mortgage loans is not exercised by the servicer at the earliest 
 possible distribution date as described in this prospectus supplement
      under "Description of the Certificates--Termination of the Issuing Entity;
Optional Termination."                                              

(4)   The pass-through rates on the LIBOR Certificates adjust monthly based on  
    the level of one-month LIBOR, subject to the net rate cap. LIBOR for the
related interest accrual period is calculated as described in this  
prospectus supplement under "Description of the Certificates -      
Determination of LIBOR."                                            

(5)   The interest accrual period for any distribution date will be the period  
     beginning on the preceding distribution date (or in the case of the first
   distribution date, on March 25, 2006) and ending on the day immediately
preceding that distribution date.                                   

(6)   Interest will accrue at the rate described in this table on the basis of a
   360-day year and the actual number of days that elapsed in the interest
accrual period.                                                     

(7)   The Class P, Class C and Class R Certificates will not accrue any         
interest.                                                           

See "Description of the Certificates" in this prospectus supplement.            

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Designations                                                                    

Designation                            Class of Certificates              
------------------               -----------------------------------------      
Senior                      Class A1-A, Class A1-B, Class A1-C and    
Certificates:                  Class A2-A Certificates                      

Super Senior                   Class A1-A Certificates                      
Certificates:                                                               

Senior Support                  Class A1-B and Class A1-C Certificates        
Certificates:                                                               

Subordinated                    Class M-1, Class M-2, Class M-3,              
Certificates:                  Class M-4, Class M-5, Class M-6,             
                      Class M-7 and Class M-8 Certificates

LIBOR                      Senior and Subordinated Certificates     
Certificates:                                                               

Offered                     Class A1-A, Class A1-B, Class A1-C,       
Certificates:                  Class A2-A, Class M-1, Class M-2,            
                  Class M-3, Class M-4, Class M-5,
                    Class M-6, Class M-7 and Class M-8
Certificates  

Non-offered                   Class P, Class C and Class R Certificates   
Certificates:                                                             

The rights of the holders of the subordinated certificates to receive           
distributions of principal and interest will be subordinate to the rights of the
holders of the senior certificates.                                             

The Class C Certificates will be entitled to receive any monthly excess cashflow
from the mortgage loans after required distributions are made to the senior and 
subordinated certificates. The Class P Certificates will be entitled to receive 
prepayment charges paid by borrowers upon certain full or partial prepayment of 
the mortgage loans, to the extent the issuing entity is entitled to those       
prepayment charges. These amounts will not be available for distribution to     
other classes of certificates.                                                  

The Class C and Class P Certificates are not offered by this prospectus         
supplement.                                                                     

Effect of negative amortization. If an increase in the mortgage index causes    
interest to accrue on a mortgage loan for a given month in excess of the minimum
monthly payment due for that mortgage loan, the amount of that excess will be   
added to the outstanding principal balance of that mortgage loan in the form of 
deferred interest. For any distribution date, the excess, if any, of (i) the    
deferred interest with respect to all mortgage loans for the calendar month     
prior to that distribution date, over (ii) the aggregate amount of prepayments  
received with respect to all mortgage loans during the related prepayment period
(referred to in this prospectus supplement as the "net deferred interest"), will
be deducted from the interest distributions to the certificates as described in 
this prospectus supplement. The amount deducted from the interest distributable 
to a class of certificates will be added to the class certificate balance of    
that class.                                                                     

Record Date                                                                     

The business day immediately preceding a distribution date or, if the offered   
certificates are no longer book-entry certificates, the last business day of the
month preceding the month of a distribution date.                               

Denominations                                                                   

$25,000 and multiples of $1 in excess thereof. Registration of Certificates     

Offered Certificates:                                                           

Book-entry form. Persons acquiring beneficial ownership interests in the offered
certificates will hold their beneficial interests through The Depository Trust  
Company in the United States and, upon request, through Clearstream Luxembourg  
or the Euroclear System in Europe.                                              

See "Description of the Certificates--Book-Entry Certificates" in this          
prospectus supplement.                                                          

Distribution Dates                                                              

We will make distributions on the 25th day of each month. If the 25th day of a  
month is not a business day, then we will make distributions the next business  
day. The first distribution date is scheduled for April 25, 2006.               

Interest Distributions                                                          

On each distribution date, to the extent funds are available, each class of     
certificates will be entitled to receive interest accrued at the applicable     
pass-through rate during the related interest accrual period on its class       
certificate balance immediately prior to that distribution date, any interest   
carryover amount and any net rate carryover due and any accrued interest on this
amount.                                                                         

Interest will accrue for each interest accrual period related to a distribution 
date on each class of offered certificates at the lesser of (1) the applicable  
annual rate as described in the table on page S-7 for that                      

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class of certificates and (2) the net rate cap for that distribution date. The  
net rate cap is a limitation generally based on the weighted average mortgage   
rates of the mortgage loans during the applicable due period, net of certain    
fees and expenses of the issuing entity and any swap payments owed to the swap  
counterparty.                                                                   

The amount of interest distributable on a distribution date with respect to the 
certificates will be reduced by the amount of net deferred interest on the      
mortgage loans for that distribution date, as described under "Description of   
the Certificates - Interest" in this prospectus supplement.                     

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

When a borrower makes a full or partial prepayment on a mortgage loan, the      
amount of interest that the borrower is required to pay may be less than the    
amount of interest certificateholders would otherwise be entitled to receive    
with respect to the mortgage loan. The servicer is required to reduce its       
servicing compensation to offset this shortfall but the reduction for any       
distribution date is limited to an amount equal to the product of one-twelfth of
0.375% multiplied by the aggregate stated principal balance of the mortgage     
loans as of the first day of the prior month. If the aggregate amount of        
interest shortfalls resulting from prepayments on the mortgage loans exceeds the
amount of the reduction in the servicer's servicing compensation, the interest  
entitlement for each class of certificates will be reduced proportionately by   
the amount of this excess.                                                      

See "Servicing of Mortgage Loans--Servicing Compensation and Payment of         
Expenses" and "--Adjustment to Servicing Compensation in Connection with Certain
Prepaid Mortgage Loans" in this prospectus supplement.                          

For each class of certificates, any net rate carryover (which is interest due on
a prior distribution date that was not paid on a prior distribution date) will  
be payable as and to the extent described in this prospectus supplement and from
any payments allocated to the issuing entity in respect of the interest rate    
swap contract to the extent available for that purpose as described in this     
prospectus supplement.                                                          

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

Principal Distributions                                                         

On each distribution date, certificateholders will only receive a distribution  
of principal on their certificates if there is cash available on that date for  
the distribution of principal. The manner of distributing principal among the   
classes of certificates will depend on the priority of distributions, which will
differ, as described in this prospectus supplement, depending on whether the    
distribution date is before or on or after the stepdown date and on the loss and
delinquency performance of the mortgage loans.                                  

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

Amounts Available for Distributions on the Certificates                         

Amounts Available with respect to Interest Distributions                        

The amount available for interest distributions on the certificates on any      
distribution date will be based on the "interest remittance amount." The        
interest remittance amount for any distribution date will generally consist of  
the following amounts, in each case to the extent received, collected or paid as
provided in the pooling and servicing agreement:                                

o     payments of interest on the mortgage loans less the expense fees;         

o     interest collected in connection with prepayments of the mortgage loans;  

o     interest amounts advanced by the servicer;                                

o     any compensating interest paid by the servicer related to prepayments of  
the mortgage loans;                                                 

o     liquidation proceeds of the mortgage loans (to the extent allocable to    
interest); and                                                      

o     the lesser of (1) the aggregate amount of prepayments and (2) deferred    
interest.                                                           

Amounts Available with respect to Principal Distributions                       

The amount available for principal distributions on the certificates on any     
distribution date will generally consist of the following amounts, in each case 
to the extent received, collected or paid as provided in the pooling and        
servicing agreement:                                                            

o     payments of principal of the mortgage loans;                              

o     principal advances by the servicer;                                       

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o     prepayments on the mortgage loans;                                        

o     the stated principal balance of any mortgage loans repurchased or         
purchased by the seller or the servicer, as applicable;             

o     the difference, if any, between the stated principal balance of a         
substitute mortgage loan and the related deleted mortgage loan; and 

o     liquidation proceeds of the mortgage loans (to the extent allocable to    
principal).                                                         

Fees and Expenses                                                               

The amounts available for distribution on the certificates on any distribution  
date generally will not include the following amounts:                          

o     the servicing fee and additional servicing compensation due to the        
servicer;                                                           

o     the trustee fee due to the trustee;                                       

o     amounts reimbursed to the servicer and the trustee in respect of advances 
previously made by them and other amounts for which the servicer and
trustee are entitled to be reimbursed;                              

o     all prepayment charges (which are distributable only to the Class P       
Certificates); and                                                  

o     all other amounts for which the depositor, the seller or the servicer is  
entitled to be reimbursed.                                          

These amounts will reduce the amount distributed to the certificateholders.     

Servicing Fee                                                                   

The servicer will be paid a monthly fee (referred to as the servicing fee) with 
respect to each mortgage loan of 0.375% per annum (referred to as the servicing 
fee rate).                                                                      

Additional Servicing Compensation                                               

The servicer is also entitled to receive additional servicing compensation from 
late payment fees, assumption fees and other similar charges (excluding         
prepayment charges) and investment income earned on amounts on deposit in       
certain of the issuing entity's accounts.                                       

These amounts will be paid to the servicer from collections on the mortgage     
loans prior to any distributions on the certificates.                           

See "Servicing of the Mortgage Loans--Servicing Compensation and Payment of     
Expenses" and "Description of the Certificates--Priority of Distributions Among 
Certificates" in this prospectus supplement.                                    

Priority of Interest Distributions                                              

In general, on any distribution date, the interest remittance amount will be    
distributed as follows:                                                         

    first, to the swap account any net swap payment and any swap
termination payment payable to the swap counterparty with respect to that       
distribution date;                                                              

         second, to the senior certificates, current interest and interest
carry forward amounts, subject to the allocation set forth under "Description of
the Certificates--Distributions of Interest--Interest Distribution Priorities;" 

  third, sequentially, in the order of their numerical class
designations, to each class of subordinated certificates, current interest due  
and any interest carry forward amount from previous distributions dates for each
class for that distribution date, subject to the allocations set forth under    
"Description of the Certificates--Distributions of Interest--Interest           
Distribution Priorities" in this prospectus supplement; and                     

  fourth, as part of the excess cashflow, as described under
"Overcollateralization--Application of Excess Interest" below.                  

Priority of Principal Distributions                                             

General                                                                         

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

o     whether a distribution date occurs before or on or after the  
           "stepdown date," which is the later of (1) the distribution date in
            April 2009 and (2) the first distribution date on which the ratio of
       (a) the aggregate class certificate balance of the subordinated
            certificates plus any overcollateralized amount to (b) the aggregate
stated principal balance of the                         

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            mortgage loans equals or exceeds the applicable percentage specified
in this prospectus supplement;                          

    o     whether cumulative losses on the mortgage loans (in the aggregate)
   are higher than certain levels specified in this prospectus
supplement (a "cumulative loss trigger event"); and     

 o     whether the rate of delinquencies of the mortgage loans (in the
            aggregate) over any three-month period is higher than certain levels
       set forth in this prospectus supplement (a "delinquency trigger
event").                                                

A "trigger event" will have occurred if on any distribution date either (i) a   
cumulative loss trigger event or (ii) a delinquency trigger event is in effect  
for that distribution date.                                                     

         Distributions of principal to the classes of offered certificates
are based on the "principal distribution amount," which is, generally, for any  
distribution date, the amount of principal collected or advanced by the servicer
on the mortgage loans during the related due period, including any net          
prepayments collected during the related prepayment period, plus other amounts  
collected or recovered (such as insurance proceeds) which are to be allocated to
principal, but minus certain costs reimbursable to the trustee and the servicer 
and minus any overcollateralization release amount for such distribution date.  

Effect of the Stepdown Date If a Trigger Event is Not in Effect                 

On any distribution date on or after the stepdown date (and so long as no       
trigger event is in effect), instead of allocating all amounts distributable as 
principal on the certificates to the senior classes of certificates until those 
senior classes are paid in full, a portion of those amounts distributable as    
principal will be allocated to the subordinated certificates.                   

The amount allocated to each class of certificates on or after the stepdown date
and so long as no trigger event is in effect will be based on the targeted level
of overcollateralization and subordination for each class of certificates. These
amounts are described in more detail under "Description of the Certificates --  
Distributions -- Distributions of Principal Distribution Amount in this         
prospectus supplement.                                                          

Priority of Principal Distributions                                             

On any distribution date prior to the stepdown date or on which a trigger event 
is in effect, the principal distribution amount will be distributed in the      
following priority, until the aggregate class certificate balance of the        
certificates is reduced to the target amount for that distribution date:        

     first, to the swap account, any net swap payment and any swap
termination payment owed to the swap counterparty, to the extent not previously 
paid, or not paid from the interest remittance amount;                          

          second, to the classes of the senior certificates, pro rata, until
their respective class certificate balances are reduced to zero;                

            third, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7 and Class M-8 Certificates, in that order, until their     
respective class certificate balances are reduced to zero; and                  

fourth, as part of the excess cashflow.                 

On any distribution date on or after the stepdown date and so long as a trigger 
event is not in effect, the principal distribution amount will be distributed in
the following priority:                                                         

     first, to the swap account, any net swap payment and any swap
termination payment owed to the swap counterparty, to the extent not previously 
paid, or not paid from the interest remittance amount;                          

          second, to the classes of senior certificates, pro rata, until the
senior certificates have been paid to meet certain credit enhancement targets;  

third, from the remaining principal distribution amount,
sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,     
Class M-6, Class M-7 and Class M-8 Certificates, until each such class has been 
paid to meet certain credit enhancement targets; and                            

fourth, as part of the excess cashflow.                 

The Swap Contract                                                               

The swap trustee, on behalf of the swap trust, will enter into an interest rate 
swap contract with IXIS Financial Products Inc., as swap counterparty. Under the
swap contract, one business day prior to each                                   

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distribution date on or prior to the swap contract termination date, the swap   
trust will be obligated to make floating payments at 1-year MTA (as determined  
under the swap contract) plus a fixed margin, and the swap counterparty will be 
obligated to make floating payments at LIBOR (as determined under the swap      
contract), in each case calculated based on the swap contract notional balance  
for that distribution date.                                                     

To the extent that a floating payment at 1-year MTA plus a fixed margin exceeds 
the floating payment at LIBOR relating to any distribution date, amounts        
otherwise available to the certificateholders will be applied to make a net swap
payment to the swap counterparty, and to the extent that a floating payment at  
LIBOR exceeds the floating payment at 1-year MTA plus a fixed margin relating to
any distribution date, the swap counterparty will owe a net swap payment to the 
swap trust.                                                                     

Any amounts received under the interest rate swap contract will be deposited    
into the swap account and generally distributed on each distribution date in the
following order of priority:                                                    

         first, to the swap counterparty, any net swap payment owed to the
swap counterparty, and then any unpaid swap termination payment owed to the swap
counterparty that was not due to a breach by the swap counterparty;             

            second, to the LIBOR certificates, any interest that is unpaid under
the interest distribution priorities;                                           

          third, to the certificates, certain amounts of principal necessary
to restore any required overcollateralization targets;                          

      fourth, (i) to the classes of senior certificates, pro rata by
unpaid realized loss amount, and (ii) to the Class M-1, Class M-2, Class M-3,   
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that  
order, any "unpaid realized loss amounts," which generally are amounts in       
respect of any realized losses previously allocated to those certificates;      

           fifth, (i) to the classes of senior certificates, pro rata based on
their respective unpaid net rate carryover amount to the extent needed to pay   
any unpaid net rate carryover for each such class (after application of payments
under the corridor contract in the case of the Class A1-A Certificates); and    
(ii), sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class    
M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that order, to pay any 
unpaid net rate carryover for each such class;                                  

     sixth, for the purchase of any replacement interest rate swap
contract (if necessary);                                                        

      seventh, to the swap counterparty, any unpaid swap termination
payment owed to the swap counterparty which was due to a breach by the swap     
counterparty; and                                                               

eighth, to the Class C certificates.                    

See "Description of the Certificates--Swap Trust--Interest Rate Swap Contract"  
and "--Application of Deposits and Payments Received by the Swap Trust" in this 
prospectus supplement for the priority of distribution of interest in this      
prospectus supplement for a description of the defined terms relevant to the    
payment of interest.                                                            

Limited Recourse                                                                

The only source of funds available for interest and principal distributions on  
the certificates will be the assets of the issuing entity, the swap trust and   
the cap trust. The issuing entity will have no source of funds other than       
collections and recoveries of the mortgage loans through insurance or otherwise.
No other entity will be required or expected to make any distributions on the   
certificates.                                                                   

Optional Termination                                                            

The servicer may purchase all of the remaining assets of the issuing entity and 
retire all outstanding classes of certificates following the distribution date  
on which the aggregate stated principal balance of all of the mortgage loans and
real estate owned by the issuing entity declines below 10% of the aggregate     
stated principal balance of the mortgage loans as of the cut-off date. The NIM  
Insurer may also have the right to purchase all of the remaining assets in the  
issuing entity.                                                                 

See "Description of the Certificates--Termination of the Issuing Entity;        
Optional Termination" in this prospectus supplement.                            

Advances                                                                        

The servicer will make cash advances with respect to delinquent payments of     
principal and interest on the mortgage loans to the extent the servicer         
reasonably                                                                      

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believes that the cash advances can be repaid from future payments on the       
mortgage loans. These cash advances are only intended to maintain a regular flow
of scheduled interest and principal distributions on the certificates and are   
not intended to guarantee or insure against losses.                             

See "Servicing of Mortgage Loans--Advances" in this prospectus supplement.      

Required Repurchases or Substitutions of Mortgage Loans                         

The seller will make certain representations and warranties relating to the     
mortgage loans pursuant to the pooling and servicing agreement. If with respect 
to any mortgage loan any of the representations and warranties are breached in  
any material respect as of the date made, or an uncured material document defect
exists, the seller 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    
Mortgage Loans" and "--Delivery of Mortgage Loan Documents."                    

Credit Enhancement                                                              

The credit enhancement provided for the benefit of the holders of the           
certificates consists solely of excess interest, overcollateralization,         
subordination, and the loss allocation features.                                

Overcollateralization                                                           

On the closing date, the aggregate stated principal balance of the mortgage     
loans is expected to exceed the aggregate class certificate balance of the      
certificates by approximately $8,327,251, which represents approximately 0.55%  
of the aggregate stated principal balance of the mortgage loans as of the       
cut-off date. Thereafter, any interest received on the mortgage loans in excess 
of the amount required to pay interest on the certificates, to pay any net swap 
payment to the swap counterparty and to pay the fees and expenses of the issuing
entity will be used to reduce the aggregate class certificate balance of the    
certificates to a level set by the rating agencies which will be achieved when  
the mortgage loans have an aggregate stated principal balance that exceeds the  
aggregate class certificate balance of the certificates by an amount equal to   
(i) approximately $10,589,574 (0.70% of the aggregate stated principal balance  
of the mortgage loans as of the cut-off date) for any distribution date         
occurring prior to the stepdown date, and (ii) an amount equal to the greater of
the amount specified in this prospectus supplement and approximately $7,563,981 
(0.50% of the aggregate stated principal balance of the mortgage loans as of the
cut-off date) for any distribution date occurring on or after the stepdown date.
This condition is referred to as "overcollateralization" in this prospectus     
supplement. We cannot, however, assure you that sufficient interest will be     
generated by the mortgage loans to achieve or maintain any level of             
overcollateralization.                                                          

See "Risk Factors--Excess Interest From the Mortgage Loans May Not Provide      
Adequate Credit Enhancement" in this prospectus supplement.                     

Excess Interest                                                                 

The mortgage loans are expected to generate more interest than is needed to pay 
interest on the certificates because the weighted average interest rate of the  
mortgage loans is expected to be higher than the weighted average pass-through  
rate on the classes of certificates, plus the weighted average expense fee rate 
and net swap payments. The "expense fee rate" is the sum of the servicing fee   
rate and the trustee fee rate. Any interest payments received in respect of the 
mortgage loans in excess of the amount that is needed to pay interest on the    
certificates and the trust expenses, will be used to reduce the aggregate class 
certificate balance of the certificates, until the required level of            
overcollateralization has been achieved and to maintain the required levels,    
once they have been met.                                                        

On any distribution date, the amount of overcollateralization (if any) will be  
available to absorb the losses from liquidated mortgage loans that would        
otherwise be allocated to the certificates, if those losses are not otherwise   
covered by excess cashflow (if any) from the mortgage loans. The required levels
of overcollateralization may change over time.                                  

Application of Excess Cashflow                                                  

           The amount of any excess interest, together with certain amounts of
the principal distribution amount not paid to the certificates on any           
distribution date, will be applied as "excess cashflow" in order to pay         
principal on the certificates, to pay unpaid realized loss amounts, to pay net  
rate carryover amounts and to make other payments as described in this          
prospectus supplement.                                                          

            Any excess cashflow will be distributed on each distribution date in
the following order of priority:                                                

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first, to the certificates, as principal, generally in accordance with the      
    priorities summarized under "Priority of Principal Distributions" above;

second, first, to the classes of senior certificates, pro rata by unpaid        
     realized loss amount, and second, to the Class M-1, Class M-2, Class M-3,
     Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in
that order, as unpaid realized loss amounts;                        

third, (i) to the classes of senior certificates, pro rata based on their       
   respective unpaid net rate carryover amount to the extent needed to pay
   any unpaid net rate carryover for each such class (after application of
payments under the corridor contract in the case of the Class A1-A  
     Certificates); and (ii), sequentially, to the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8       
      Certificates, in that order, to pay any unpaid net rate carryover for each
such class;                                                         

fourth, to the swap account; and                                                

fifth, to the Class C and Class R Certificates, as specified in the pooling and 
servicing agreement.                                                

See "Description of the Certificates--Overcollateralization Provisions" in this 
prospectus supplement.                                                          

Subordination                                                                   

The issuance of senior certificates and subordinated certificates by the issuing
entity is designed to increase the likelihood that senior certificateholders    
will receive regular distributions of interest and principal. The senior        
certificates will have a distribution priority over the subordinated            
certificates. Among the classes of subordinated certificates offered by this    
prospectus supplement, the Class M-1 Certificates will have the highest         
distribution priority.                                                          

See "Description of the Certificates" and "Credit Enhancement--Subordination in 
this prospectus supplement.                                                     

Allocation of Losses                                                            

   Subordination is designed to provide the holders of certificates with a
     higher distribution priority with protection against most losses realized
      when the remaining unpaid principal balance of a mortgage loan exceeds the
    amount of proceeds recovered upon the liquidation of that mortgage loan.
In general, this loss protection is accomplished by allocating the  
  realized losses on the mortgage loans (to the extent that those losses
     exceed any monthly excess interest, net swap payments made to the issuing
      entity and any overcollateralization) among the subordinated certificates,
     beginning with the subordinated certificates with the lowest distribution
      priority before realized losses on the mortgage loans are allocated to the
   senior certificates. If the applicable subordination is insufficient to
   absorb losses, then additional losses on the mortgage loans will reduce
   the class certificate balances of senior certificates, concurrently, as
   follows: (A) sequentially, to the Class A1-C, Class A1-B and Class A1-A
 Certificates, in that order, until their respective class certificate
 balances are reduced to zero, and (B) to the Class A2-A Certificates,
until its class certificate balance is reduced to zero.             

See "Description of the Certificates--Allocation of Losses" and "Credit         
Enhancement--Subordination" in this prospectus supplement.                      

The Corridor Contract                                                           

Deutsche Bank National Trust Company, as trustee on behalf of the cap trust,    
will enter into an interest rate corridor contract for the benefit of the Class 
A1-A Certificates.                                                              

On or prior to the distribution date in June 2014, the corridor contract        
counterparty will be required to make monthly payments to the cap trustee, if   
one-month LIBOR for the related distribution date exceeds a specified rate,     
subject to a maximum rate of payment. Payments made under the corridor contract 
will be made to the cap trustee during the period of time the corridor contract 
is in effect.                                                                   

The amounts allocated to the cap trustee, on behalf of the cap trust, in respect
of the corridor contract will be available to the Class A1-A Certificates, as   
described in this prospectus supplement, to cover net rate carryover resulting  
from the application of the net rate cap to the related pass-through rate.      

Any amounts received in respect of the corridor contract and allocated to cap   
trust for a distribution date that are not used on that date to cover net rate  
carryover amounts on the Class A1-A Certificates will be distributed to the     
holder of the Class C Certificates as provided in the pooling and servicing     
agreement and will not be available thereafter for                              

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payment of net rate carryover on any class of certificates.                     

See "Description of the Certificates--Net Rate Carryover" in this prospectus    
supplement.                                                                     

Tax Status                                                                      

For federal income tax purposes, the issuing entity (exclusive of the carryover 
reserve fund) will comprise one or more real estate mortgage investment conduits
in a tiered structure. The highest tier will be referred to as the Master REMIC 
and each underlying tier (if any) will be referred to as an underlying REMIC.   
Each underlying REMIC (if any) will hold mortgage loans (or uncertificated      
regular interests) and will issue several classes of uncertificated regular     
interests and a single uncertificated residual interest. The Master REMIC will  
hold as assets regular interests issued by underlying REMICs (or the mortgage   
loans if there are no underlying REMICs) and will issue the several classes of  
certificates, which, other than the Class R Certificate, will represent the     
regular interests in the Master REMIC. The rights of the LIBOR certificates to  
receive payments of net rate carryover will represent, for federal income tax   
purposes, separate contractual rights coupled with REMIC regular interests      
within the meaning of Treasury regulation Sections 1.860G-2(i). The Class R     
Certificate will represent ownership of both the residual interest in the Master
REMIC and the residual interests in any underlying REMIC.                       

The swap trust, the swap contract, the swap account, the cap trust, the cap     
account, the corridor contract and the carryover reserve fund will not          
constitute any part of any REMIC created under the pooling and servicing        
agreement.                                                                      

See "Material Federal Income Tax Consequences" in this prospectus supplement and
in the prospectus.                                                              

ERISA Considerations                                                            

The offered certificates may be purchased by a pension or other benefit plan    
subject to the Employee Retirement Income Security Act of 1974, as amended or   
Section 4975 of the Internal Revenue Code of 1986, as amended, or by an entity  
investing the assets of such a benefit plan, so long as certain conditions are  
met. Investors acquiring offered certificates with assets of such a plan will be
required to make certain representations.                                       

See "ERISA Considerations" in this prospectus supplement and in the prospectus. 

Legal Investment                                                                

The senior certificates and the Class M-1, Class M-2 and Class M-3 Certificates 
will be mortgage related securities for purposes of the Secondary Mortgage      
Market Enhancement Act of 1984 as long as they are rated in one of the two      
highest rating categories by at least one nationally recognized statistical     
rating organization. The other classes of Certificates will not be rated in one 
of the two highest rating categories by a nationally recognized statistical     
rating organization, and therefore, will not be mortgage related securities for 
purposes of that Act.                                                           

See "Legal Investment" in the prospectus.                                       

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                                SUMMARY OF TRANSACTION PARTIES

                                                        [Enlarge/Download Table]
                                                                                                                    
                                        -------------------------------                                             

                                               Sponsor and Seller                                                   
                                              IndyMac Bank, F.S.B.                                                  

                                        -------------------------------                                             
                                                       |  Mortgage Loans                                            
                                                       |                                                            
                                                       |                                                            
                                                       |                                                            
                                                       |                                                            
                                                       |                                                            
                                                       |                                                            
                                                       |                          --------------------------------- 
                                                       |                                                            
                                                       |                                    Cap Trust               
                                                       |                             IXIS Financial Products Inc.   
                                                       |                              (Corridor Counterparty)       
                                                       |                             for Class A1-A Certificates    
                                                       |                                                            
                                                       |                          ----------------------------------
                                                       |                                  |                         
                                                       V                                  |                         
                                             -----------------------                      |                         
                                                                                          |                         
                                                    Depositor                             |                         
                                                IndyMac MBS, Inc.                         |                         
                                                                                          |                         
                                             -----------------------                      |                         
                                                       |                                  |   Corridor Contract     
                                                       |                                  |   Payments              
                                                       |                                  |                         
                                                       |     Mortgage Loans               |                         
                                                       |                                  |                         
                                                       |                                  |                         
                                                       |                                  |                         
                                                       |                                  |                         
                                                       |                                  |                         
                                                       |                                  |                         
                                                       V                                  |                         
                          Mortgage         -------------------------------                |                         
-----------------------   Loan                                                            |                         
                          Servicing                Issuing Entity                         |                         
 Servicer and Servicer                        IndyMac INDX Mortgage Loan                  |                         
 IndyMac Bank, F.S.B.    --------------->          Trust 2006-AR4                         |                         
                                                                            <--------------                         
-----------------------                               Trustee                                                       
                                               Deutsche Bank National                                               
                                                    Trust Company                                                   

                                           -------------------------------                                          
                                                          ^                                                         
                                                       |  |                                                         
                                                       |  |                                                         
                                                       |  |                                                         
                           Net Payment by the Issuing  |  |  Net payment to the  issuing entity by                  
                         Entity If LIBOR is less than  |  |  the Swap Counterparty if LIBOR is                      
                                    1-year MTA plus a  |  |  greater than 1- year MTA plus a fixed                  
                                         fixed margin  |  |  margin                                                 
                                                       |  |                                                         
                                                       |  |                                                         
                                                       |  |                                                         
                                                       |  |                                                         
                                                       |  |                                                         
                                                       V                                                            
                                       --------------------------------------                                       

                                                    Swap Trust                                                      
                                            IXIS Financial Products Inc.                                            
                                                (Swap Counterparty)                                                 

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

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RISK FACTORS

o     The following information, which you should carefully consider, identifies
significant sources of risk associated with an investment in the    
  certificates. You should also carefully consider the information under
"Risk Factors" beginning on page 4 in the prospectus.               

Your Yield Will Be Affected by How     Borrowers may, at their option, prepay   
Borrowers Repay Their Mortgage Loans   their mortgage loans in whole or in part 
                                     at any time. We cannot predict the rate
                                 at which borrowers will repay their
                               mortgage loans. A prepayment of a
                                  mortgage loan, however, will usually
                           result in a prepayment on the
                                certificates. The issuing entity's
                                      prepayment experience may be affected by
                      many factors, including:

                                o     general economic conditions,

                                    o     the level of prevailing interest
                rates,

                                   o     the availability of alternative
                    financing,

                               o     applicability of prepayment
                      charges, and

                       o     homeowner mobility.

                                  The rate and timing of prepayment of
                                      mortgage loans will affect the yields to
                                    maturity and weighted average lives of
               the certificates.

                                   Any reinvestment risks from faster or
                                       slower prepayments of mortgage loans will
                                     be borne entirely by the holders of 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 and timing of principal
                                            prepayments relative to the amount
                                       and timing of the creation of
                                           deferred interest on the mortgage
                                         loans will affect the yields to
                                    maturity of the classes of
                       certificates.

                               o     Approximately 90.80% of the
                                             mortgage loans by cut-off date pool
                                       principal balance require the
                                          mortgagor to pay a charge if the
                                             mortgagor prepays the mortgage loan
                                         during periods ranging from one
                                      year to five years after the
                                         mortgage loan was originated. A
                                            prepayment charge may discourage a
                                      mortgagor from prepaying the
                                             mortgage loan during the applicable
                                            period. Prepayment charges will be
                                    distributed to the Class P
                                      Certificates and will not be
                                           available to the holders of other
                                  classes of certificates.

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                                 See "Yield, Prepayment and Maturity
                                  Considerations" for a description of
                                     factors that may influence the rate and
                                   timing of prepayments on the mortgage
    loans.

The Yield and Weighted Average         All of the mortgage loans are negative   
Maturity of the Certificates Will Be   amortization loans. After an introductory
Subject to Any Negative Amortization   period of one month after origination    
on the Mortgage Loans                  during which the interest rates on the   
                                    mortgage loans are fixed, the interest
                                rates on the mortgage loans adjust
                                    monthly but their monthly payments and
                                     amortization schedules generally adjust
                                       annually (other than approximately 22.46%
                                  of the mortgage loans, which have an
                                  initial fixed payment period of five
                               years) and are subject to maximum
                                   interest rates and payments caps. The
                                   initial interest rates on most of the
                                      mortgage loans are lower than the sum of
                                     the index applicable at origination and
                                   the related gross margin and, in some
                                    cases, are only 0.50% per annum. Since
                               the scheduled monthly payments on
                                       negative amortization loans for the first
                                     year (and, in some cases, for the first
                                       five years) are set at their origination,
                                      the scheduled monthly payments are based
                                      upon the introductory interest rates. As
                                       a result, after the introductory interest
                                       rates expire and until the initial annual
                                 adjustment to the scheduled monthly
                                      payment made by the borrower (unless the
                                      fully indexed mortgage rate is a rate at
                                       or below the introductory mortgage rate),
                                       the scheduled monthly payment made by the
                                    borrower will not be sufficient to pay
                                    the amount of interest accruing on the
                                  mortgage loan. Negative amortization
                                      loans with initial fixed periods of five
                                       years could result in significant amounts
                               of deferred interest if borrowers
                               continue to make only the minimum
                                 scheduled monthly payment. Although
                                     negative amortization loans provide for
                                       scheduled monthly payments, the amount of
                                     interest that accrues and is ultimately
                                    due on a negative amortization loan is
                                    based on the monthly interest rate. If
                                 borrowers only make their scheduled
                                monthly payments, a portion of the
                                       accrued interest on negatively amortizing
                                  loans will become deferred interest.
                                   "Deferred interest" is the excess, if
                                any, of (x) the amount of interest
                                    accrued on such Mortgage Loan from the
                                      preceding due date to such due date over
                                      (y) the monthly payment due for such due
                                     date. Deferred interest is added to the
                               principal balance of the negative
                                     amortization loan and bears interest at
                                   the applicable interest rate for that
                         negative amortization loan.

                                 Except as described below, negative
                                      amortization loans provide for a limited
                                annual adjustment to the scheduled
                                  payment. As a result, even after the
                                      initial annual adjustment, the scheduled
                                    payment still may not be sufficient to
                                      avoid deferred interest and also may not
                                 be sufficient to amortize fully the
                                    unpaid principal balance of a mortgage
                                       loan over its remaining term to maturity.
                                 Deferred interest is also likely to
                                result if interest rates rise more
                               quickly than monthly payments are
                                    adjusted and borrowers only make their
                                     scheduled monthly payments, because the
                                   interest accrues at the monthly rate,
                                  while the payments are set annually.

                                   If the interest rates on the mortgage
                                      loans decrease prior to an adjustment in
                                      the monthly payment, a larger portion of
                                    the monthly payment will be applied to
                                 the unpaid principal balance of the
                                mortgage loan, which may cause the
                                      classes of certificates to amortize more
                                  quickly. Conversely, if the interest
                                  rates on the mortgage loans increase
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                                       payment, a smaller portion of the monthly
                                   payment will be applied to the unpaid
                                     principal balance of the mortgage loan,
                            which may cause the classes of
                                      certificates to amortize more slowly. If
                               the unpaid principal balance of a
                                mortgage loan exceeds the original
                                     principal balance of that mortgage loan
                                    by the amount specified in the related
                                       mortgage note, the monthly payment due on
                                       that mortgage loan will be recast without
                                  regard to the related payment cap in
                                      order to provide for the payment in full
                               of the outstanding balance of the
                                  mortgage loan at its maturity by the
                                       payment of equal monthly installments. In
                                       addition, on the fifth payment adjustment
                                      date of a mortgage loan, and every fifth
                                    payment adjustment date thereafter and
                                       the last payment adjustment date prior to
                                       the mortgage loan's maturity, the monthly
                                       payment due on that mortgage loan will be
                                  recast without regard to the related
                                     payment cap in order to provide for the
                                payment in full of the outstanding
                                 balance of the mortgage loan at its
                                      maturity by the payment of equal monthly
                                     installments. These features may affect
                                the rate at which principal on the
                                     mortgage loans is paid and may create a
                                     greater risk of default if the borrower
                                      is unable to pay the monthly payments on
                                      the related increased principal balance.

Allocations of Net Deferred Interest   On each distribution date, the net       
May Affect Your Yield                  deferred interest on the mortgage loans  
                                will be allocated to each class of
                              certificates, based on the class
                                  certificate balance of that class of
                                 certificates. Any allocation of net
                                   deferred interest could, as a result,
                                     affect the weighted average maturity of
                                     the affected class of certificates. The
                                       amount of deferred interest, if any, with
                                   respect to mortgage loans for a given
                                      month will reduce the amount of interest
                                   collected on these mortgage loans and
                              available to be distributed as a
                                     distribution of interest to the classes
                                      of certificates. The resulting reduction
                                     in interest collections on the mortgage
                                 loans will be offset, in part or in
                                      whole, by applying voluntary prepayments
                                   of principal received on the mortgage
                                    loans to interest distributions on the
                              classes of certificates. For any
                                 distribution date, the net deferred
                                    interest on the mortgage loans will be
                                       deducted from the interest payable to the
                                       certificates as described in "Description
                                    of the Certificates--Interest" in this
                                      prospectus supplement. The amount of the
                           reduction of accrued interest
                            distributable to each class of
                                       certificates attributable to net deferred
                                 interest will be added to the class
                                     certificate balance of that class. Only
                               the amount by which the voluntary
                                      prepayments of principal received on the
                                  mortgage loans exceeds the amount of
                                     deferred interest on the mortgage loans
                                will be distributed as a principal
                          prepayment on the classes of
                                     certificates. The increase in the class
                                 certificate balance of any class of
                                     certificates may increase the period of
                              time during which the applicable
                                       certificates could suffer realized losses
                                      on the mortgage loans. We cannot predict
                                 the extent to which mortgagors will
                                       prepay their mortgage loans or the extent
                                       to which deferred interest will accrue on
                                      the mortgage loans, and therefore cannot
                                     predict the extent of the effect of the
                                    allocation of net deferred interest on
                your certificates.

Your Yield Will Be Affected by How     The timing of principal distributions on 
Distributions Are Allocated to the     the certificates will be affected by a   
Certificates                           number of factors, including:            

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                                    o     the extent of prepayments on the
                         mortgage loans,

                                       o     whether the borrower elects to make
                                             a payment greater than the required
                                  minimum monthly payment,

                                   o     how the classes of certificates
                                        receive payments of principal,

                                      o     whether the servicer exercises its
                                           right, in its sole discretion, to
                                       terminate the issuing entity,

                                  o     the rate and timing of payment
                                             defaults and losses on the mortgage
                    loans, and

                                     o     repurchases of mortgage loans for
                              material breaches of
                                            representations and warranties and
                               due to modifications.

                                       Because distributions on the certificates
                                    are dependent upon the payments on the
                                     mortgage loans, we cannot guarantee the
                                     amount of any particular payment or the
                                    amount of time that will elapse before
                               the issuing entity is terminated.

                     See "Description of the
                           Certificates--Principal," and
                                   "--Termination of the Issuing Entity;
                                      Optional Termination" in this prospectus
                                 supplement for a description of the
                                       manner in which principal will be paid to
                                 the certificates. See "The Mortgage
                              Pool--Representations by Seller;
                                      Repurchases, etc." and "Servicing of the
                                       Mortgage Loans--Certain Modifications and
                              Refinancings" in this prospectus
                                       supplement for more information regarding
                               the repurchase of mortgage loans.

Credit Enhancement May Not Be          The certificates are not insured by any  
Sufficient to Protect Senior           financial guaranty insurance policy. The 
Certificates from Losses               subordination features of the issuing    
                                entity are intended to enhance the
                                       likelihood that senior certificateholders
                                       will receive regular payments of interest
                           and principal, as applicable.

                                       Subordination. Credit enhancement will be
                                      provided for the certificates, first, by
                                the right of the holders of senior
                                      certificates to receive distributions of
                                       principal before the classes subordinated
                                      to them and, second, to the extent there
                                is no overcollateralization in the
                                  issuing entity, by the allocation of
                                      realized losses on the mortgage loans to
                                  the subordinated certificates in the
                                inverse order of their priority of
                                    distribution, beginning with the Class
                                   M-8 Certificates. This form of credit
                                 enhancement uses collections on the
                                 mortgage loans otherwise payable to
                                    holders of the subordinated classes to
                                pay amounts due on the more senior
                                       classes of certificates. After the credit
                                     enhancement provided by excess cashflow
                                    and overcollateralization (if any) has
                                been exhausted, collections on the
                                     mortgage loans otherwise payable to the
                                    subordinated classes will comprise the
                                       sole source of funds from which this type
                                      of credit enhancement is provided to the
                  senior certificates.

                                      Allocation of Losses. Realized losses on
                                     the mortgage loans are allocated to the
                                       subordinated certificates, beginning with
                                    the subordinated certificates with the
                                     lowest distribution priority, until the
                                     principal amount of that class has been
              reduced to zero.

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                                Subsequent realized losses will be
                                       allocated to the next most junior classes
                          of subordinated certificates
                               sequentially, until the principal
                                   balances of each succeeding class has
                                       been reduced to zero. Accordingly, if the
                                       aggregate principal balance of each class
                                     of subordinated certificates were to be
                                reduced to zero, delinquencies and
                                  defaults on the mortgage loans would
                                      reduce the amount of funds available for
                                     monthly distributions to holders of the
                  senior certificates.

                                  Any realized losses allocable to the
                                      senior certificates will be allocated as
                           described "Description of the
                                  Certificates--Allocation of Losses."

                                     See "Credit Enhancement--Subordination"
                     and "Description of the
                                    Certificates--Allocation of Losses" in
                         this prospectus supplement.

Difference Between Mortgage Rates and  The pass-through rates on the offered    
Pass-Through Rates May Reduce Excess   certificates may adjust monthly and are  
Interest                               generally based on one-month LIBOR. The  
                                      mortgage rates on the mortgage loans are
                               based on one-year MTA, which is a
                                    12-month moving average of the monthly
                                 yields on U.S. Treasury securities,
                                    adjusted to a constant maturity of one
                                  year. Because the one-year MTA is an
                                       average, its yield will rise or fall more
                                  slowly than one-month LIBOR, and the
                                      indices may move in opposite directions.
                                   We cannot assure you as to the level,
                                     rate or timing of changes in any index.
                                      If the mismatch between one-year MTA and
                                 one-month LIBOR is significant, the
                                 application of the net rate cap may
                                      result, all other things being equal, in
                                   a shortfall in the amount of interest
                             distributable on the classes of
                                    certificates. Additionally because the
                                   mortgage index may respond to various
                                   economic and market factors different
                                   than those affecting one-month LIBOR,
                                       there is not necessarily a correlation in
                                    movement between the interest rates on
                                       those mortgage loans and the pass-through
                                  rates of the LIBOR certificates. For
                                       example, it is possible that the interest
                                     rates on certain of the adjustable rate
                                  mortgage loans may decline while the
                             pass-through rates on the LIBOR
                                certificates are stable or rising.

                                   The pass-through rates on the offered
                                     certificates will be limited by the net
                                      rate cap on the first distribution date,
                                     and possibly on subsequent distribution
                                       dates. On the closing date, the depositor
                                 will cause to be deposited into the
                                      carryover reserve fund an amount that is
                                    expected to be sufficient to cover any
                                     net rate carryover amounts on the LIBOR
                                    certificates with respect to the first
                                     distribution date. Any remaining amount
                                       after the first distribution date will be
                                     distributed to Lehman Brothers Inc. and
                                    will not be available to cover any net
                                  rate carryover amounts on subsequent
                 distribution dates.

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Excess Interest from the Mortgage      The amount by which the aggregate stated 
Loans May Not Provide Adequate Credit  principal balance of the mortgage loans  
Enhancement                            exceeds the aggregate class certificate  
                                    balance of the offered certificates is
                                 called "overcollateralization." The
                                    initial level of overcollateralization
                                    (that is, the overcollateralization on
                                 the closing date) is expected to be
                                  approximately 0.55% of the aggregate
                                      stated principal balance of the mortgage
                               loans as of the cut-off date. The
                                     mortgage loans are expected to generate
                                 more interest than is needed to pay
                                      interest on the offered certificates and
                                     to make any net swap payment payable to
                                the swap counterparty, because the
                                   weighted average interest rate on the
                                     mortgage loans is expected to be higher
                                    than the weighted average pass-through
                                       rate on the offered certificates plus the
                                       weighted average expense fee rate and the
                                  effective rate at which any net swap
                                 payments may be payable to the swap
                                       counterparty. In the event that the level
                                       of overcollateralization is reduced, such
                                    "excess interest" will be used to make
                                       additional principal distributions on the
                                offered certificates to the extent
                                      described in this prospectus supplement.
                                  Overcollateralization is intended to
                                       provide limited protection to the holders
                                      of the offered certificates by absorbing
                                    the certificates' share of losses from
                                    liquidated mortgage loans. However, we
                                  cannot assure you that enough excess
                               interest will be generated on the
                                       mortgage loans to maintain or restore the
                                      required level of overcollateralization.

                                  The excess interest available on any
                                       distribution date will be affected by the
                                 actual amount of interest received,
                                     collected or advanced in respect of the
                                  mortgage loans for that distribution
                                     date. That amount will be influenced by
                                    changes in the weighted average of the
                                       mortgage rates resulting from prepayments
                                       and liquidations of the mortgage loans as
                                      well as from adjustments of the mortgage
                                       rates on the mortgage loans. The mortgage
                                rates on the mortgage loans adjust
                                     monthly based on one-year MTA following
                                     their respective one-month introductory
                                       fixed rate. The pass-through rate of each
                                       class of LIBOR certificates is subject to
                                     a net rate cap which generally is based
                                  on the weighted average adjusted net
                                       mortgage rates of the mortgage loans, net
                                 of certain fees and expenses of the
                                       issuing entity and any swap payments owed
                           the swap counterparty. If the
                                      pass-through rate on one or more classes
                                       is limited by the net rate cap, it may be
                                    necessary to apply all or a portion of
                             the interest funds available to
                                     distribute interest at the pass-through
                                     rates for such classes of certificates.
                                      As a result, interest may be unavailable
                    for any other purpose.

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

Excess Interest Will Also Be Reduced   When a borrower makes a full or partial  
by Prepayments on the Mortgage Loans   prepayment on a mortgage loan, the amount
                                       of interest that the borrower is required
                                   to pay may be less than the amount of
                               interest certificateholders would
                                   otherwise be entitled to receive with
                               respect to the mortgage loan. The
                                servicer is required to reduce its
                                     servicing fee to offset this shortfall,
                                    but the reduction for any distribution
                                      date is limited to the servicing fee for
                                 the related month. If the aggregate
                                     amount of interest shortfalls resulting
                                    from prepayments exceeds the amount of
                                     the reduction in the servicing fee, the
                                  amount of interest available to make
                              distributions of interest to the
                                     certificates and to maintain or restore

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                                    overcollateralization will be reduced.

Certain Interest Shortfalls Will Be    Your certificates may be subject to      
Allocated to the Certificates          certain shortfalls in interest           
                                      collections arising from the application
                                    of the Servicemembers Civil Relief Act
                              and similar state and local laws
                             (referred to in this prospectus
                                       supplement as the Relief Act). The Relief
                                  Act provides relief to borrowers who
                                  enter active military service and to
                                 borrowers in reserve status who are
                             called to active duty after the
                                     origination of their mortgage loan. The
                                      Relief Act provides generally that these
                                      borrowers may not be charged interest on
                                       a mortgage loan in excess of 6% per annum
                                 during the period of the borrower's
                                   active duty. These shortfalls are not
                                    required to be paid by the borrower at
                                      any future time, will not be advanced by
                                   the servicer, and will reduce accrued
                                       interest on each class of certificates on
                                 a pro rata basis. Additionally, the
                                    Relief Act imposes certain limitations
                                      that would impair the servicer's ability
                                       to foreclose on an affected mortgage loan
                                    during the borrower's period of active
                                    service and, under some circumstances,
                                     during an additional period thereafter.
                                  In addition, pursuant to the laws of
                           various states, under certain
                                     circumstances, payments on the mortgage
                                       loans by residents in such states who are
                                       called into active duty with the National
                                     Guard or the reserves will be deferred.
                                 These state laws may also limit the
                                     ability of the servicer to foreclose on
                                       the related mortgaged property This could
                                       result in delays or reductions in payment
                                  and increased losses on the mortgage
                                loans, which would be borne by the
                 certificateholders.

                                      Your certificates also may be subject to
                                other shortfalls in collections of
                                      interest as described in this prospectus
                                  supplement under "Description of the
                      Certificates--Interest."

The Interest Rate Swap Contract        Any amounts received from the swap       
                                      counterparty under the swap contract and
                                 allocated to the swap trust will be
                                     applied as described in this prospectus
                                       supplement to pay unpaid interest and net
                      rate carryover, maintain
                                  overcollateralization and pay unpaid
                                       realized loss amounts with respect to the
                                     LIBOR certificates. However, no amounts
                                      will be payable by the swap counterparty
                                unless the amount owed by the swap
                                 counterparty on a distribution date
                                 exceeds the amount owed to the swap
                               counterparty with respect to that
                                    distribution date. This will not occur
                                    except in periods when one-month LIBOR
                                 (as determined pursuant to the swap
                                contract) exceeds one-year MTA (as
                                       determined pursuant to the swap contract)
                                       plus a fixed margin. We cannot assure you
                                     that any amounts will be received under
                                    the swap contract, or that any amounts
                                     that are received will be sufficient to
                                     maintain required overcollateralization
                                   or to cover unpaid interest, net rate
                                carryover and unpaid realized loss
                                     amounts. Any net payment payable to the
                                      swap counterparty under the terms of the
                               swap contract will reduce amounts
                           available for distribution to
                                    certificateholders, and may reduce the
                                net rate cap, thereby limiting the
                             pass-through rates of the LIBOR
                                       certificates. Furthermore, for so long as
                                       one-month LIBOR is less than the one-year
                                     MTA (as determined pursuant to the swap
                                      contract) plus a fixed margin, available
                                     funds that would otherwise be available
                                to make distributions on the LIBOR
                                    certificates will be used to cover the
                               net swap payments due to the swap
                            counterparty. In addition, any
                                     termination payment payable to the swap
                                counterparty in the event of early
                                   termination of the swap contract will
                      reduce amounts available

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                                      for distribution to holders of the LIBOR
           certificates.

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

Effect of Creditworthiness of Swap     As of the date of this prospectus        
Counterparty on Ratings of             supplement, the swap counterparty        
Certificates                           currently has the ratings described under
                                    "Description of the Certificates--Swap
                                   Trust--The Swap Counterparty" in this
                                       prospectus supplement. The ratings of the
                                     certificates are dependent in part upon
                            the credit ratings of the swap
                                     counterparty. If a credit rating of the
                                     swap counterparty is qualified, reduced
                                    or withdrawn and the swap counterparty
                                   does not post collateral securing its
                                      obligations under the swap contract or a
                                 substitute swap counterparty is not
                                      obtained in accordance with the terms of
                                   the swap contract, the ratings of the
                                       certificates may be qualified, reduced or
                                     withdrawn. In that event, the value and
                                      marketability of those certificates will
                    be adversely affected.

                     See "Description of the
                                     Certificates--Swap Trust--Interest Rate
                               Swap Contract" in this prospectus
         supplement.

Certificates May Not Be Appropriate    The offered certificates may not be an   
For Some Investors                     appropriate investment for investors who 
                                 do not have sufficient resources or
                                  expertise to evaluate the particular
                                     characteristics of the applicable class
                                      of offered certificates. This may be the
                               case because, among other things:

                                    o     The yield to maturity of offered
                                           certificates purchased at a price
                                             other than par will be sensitive to
                                          the uncertain rate and timing of
                                      principal prepayments on the
                         mortgage loans;

                                       o     The rate of principal distributions
                                           on and the weighted average lives
                                             of the offered certificates will be
                                             sensitive to the uncertain rate and
                                            timing of principal prepayments on
                                             the mortgage loans and the priority
                                          of principal distributions among
                                      the classes of certificates.
                                  Accordingly, the offered
                                certificates may be an
                                         inappropriate investment if you
                                     require a distribution of a
                                             particular amount of principal on a
                                       specific date or an otherwise
                               predictable stream of
                        distributions;

                                   o     You may not be able to reinvest
                                     distributions on an offered
                                             certificate (which, in general, are
                                       expected to be greater during
                                            periods of relatively low interest
                                           rates) at a rate at least as high
                                             as the pass-through rate applicable
                                 to your certificate; or

                                      o     A secondary market for the offered
                                         certificates may not develop or
                                         provide certificateholders with
                                  liquidity of investment.

Geographic Concentrations Increase     Approximately 56.43% of the mortgage     
Risk That Certificate Yields Could     loans by pool principal balance as of the
Be Impaired                            cut-off date are secured by property in  
                                       California. Property in California may be
                                    more susceptible than homes located in
                                      other parts of the country to some types
                             of uninsurable hazards, such as
                                      earthquakes, floods, mudslides and other
                   natural disasters. In

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       addition,

                                     o     economic conditions in California
                                           (which may or may not affect real
                                         property values) may affect the
                                             ability of borrowers to repay their
                        loans on time;

                              o     declines in the California
                                            residential real estate market may
                                         reduce the values of properties
                                            located in California, which would
                                      result in an increase in the
                                        loan-to-value ratios. Mortgage
                                         loans with higher loan-to-value
                                           ratios may present a greater risk
                                        of default and, in the case of
                                      defaults, an increase in the
                                 severity of losses; and

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

Your Yield Will Be Affected By The     The table titled "Original Term to       
Inclusion of 40-Year Mortgage Loans    Maturity" under the caption "The Mortgage
                                 Pool" in this prospectus supplement
                                      specifies the percentage of the mortgage
                                  loans, by aggregate stated principal
                                       balance as of the cut-off date, that have
                                     original terms to maturity of 40 years.
                                      Loans with original terms to maturity of
                                       40 years have only begun to be originated
                                      recently. As a result, there is no basis
                                 on which to predict the performance
                                      characteristics of these mortgage loans.

                                    The longer term to maturity of 40-year
                                       mortgage loans results in a lower monthly
                                 payment than would be required by a
                                    traditional 30-year mortgage loan. The
                                 lower monthly payment may allow the
                                     borrower to borrow a larger amount than
                                     would have been the case for a mortgage
                                   loan with a 30-year term to maturity.

                                       The 40-year mortgage loans may have risks
                                      and payment characteristics that are not
                                       present with traditional 30-year mortgage
                             loans, including the following:

                                      o     less principal will be distributed
                                            to certificateholders on a monthly
                                        basis (except in the case of a
                                          prepayment) which may extend the
                                       weighted average lives of the
                       certificates,

                                       o     due to the smaller monthly payment,
                                            40-year mortgage loans may be less
                                        likely to be prepaid since the
                                           perceived benefits of refinancing
                                         may be less than with a 30-year
                                             fully amortizing mortgage loan, and

                              o     if a 40-year mortgage loan
                                           defaults, the severity of loss is
                                         likely to be greater due to the
                                          larger unpaid principal balance.

                                 The 40-year mortgage loans also are
                                       negative amortization mortgage loans. The
                                      combination of a longer term to maturity
                                       with the possibility of accruing interest
                                    on an increasing principal balance may
                           produce unanticipated payment
          performance.

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Inability to Replace Servicer Could    The structure of the servicing fee might 
Affect Collections and Recoveries on   affect the ability to find a replacement 
the Mortgage Loans                     servicer. Although the trustee is        
                                     required to replace the servicer if the
                                       servicer is terminated or resigns, if the
                                 trustee is unwilling (including for
                                  example because the servicing fee is
                                    insufficient) or unable (including for
                                   example, because the trustee does not
                                  have the systems to service mortgage
                                      loans), it may be necessary to appoint a
                               replacement servicer. Because the
                              servicing fee is structured as a
                                percentage of the stated principal
                                      balance of each mortgage loan, it may be
                                    difficult to replace the servicer at a
                                   time when the balance of the mortgage
                                  loans has been significantly reduced
                                    because the fee may be insufficient to
                                       cover the costs associated with servicing
                                the mortgage loans and related REO
                                   properties remaining in the pool. The
                                      performance of the mortgage loans may be
                                      negatively impacted, beyond the expected
                                  transition period during a servicing
                                    transfer, if a replacement servicer is
                                     not retained within a reasonable amount
      of time.

Rights of the NIM Insurer              If there is a NIM Insurer, pursuant to   
                                  the pooling and servicing agreement,
                                    unless the NIM Insurer fails to make a
                                    required payment under the certificate
                                    guaranty insurance policy insuring the
                                    net interest margin securities and the
                                      failure is continuing or the NIM Insurer
                                       is the subject of a bankruptcy proceeding
                              (each such event, a "NIM Insurer
                                Default"), the NIM Insurer will be
                                     entitled to exercise, among others, the
                                     following rights without the consent of
                                      holders of the offered certificates, and
                                     the holders of the offered certificates
                                    may exercise such rights only with the
                                       prior written consent of the NIM Insurer:

                                            o     the right to provide notices
                                                  of servicer defaults and the
                                                 right to direct the trustee
                                                 to terminate the rights and
                                                 obligations of the servicer
                                           under the pooling and
                                                servicing agreement upon a
                                              default by the servicer,

                                       o     the right to remove the
                                              trustee or any custodian
                                                 pursuant to the pooling and
                                              servicing agreement, and

                                       o     the right to direct the
                                     trustee to make
                                             investigations and take
                                             actions pursuant to the
                                           pooling and servicing
                                agreement.

                                       In addition, unless a NIM Insurer Default
                                     exists, such NIM Insurer's consent will
                                     be required before, among other things,

                                            o     any removal of the servicer,
                                                   any successor servicer or the
                                                 trustee, any appointment of
                                     any co-trustee,

                                         o     any otherwise permissible
                                                   waivers of prepayment charges
                                                or extensions of due dates
                                                for payment granted by the
                                                   servicer with respect to more
                                             than 5% of the mortgage
                               loans, or

                                            o     any amendment to the pooling
                                              and servicing agreement.

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                                   Investors in the offered certificates
               should note that:

                                           o     any insurance policy issued
                                                 by the NIM Insurer will not
                                                 cover, and will not benefit
                                                   in any manner whatsoever, the
                                           offered certificates,

                                             o     the rights granted to the NIM
                                            Insurer are extensive,

                                        o     the interests of the NIM
                                                 Insurer may be inconsistent
                                               with, and adverse to, the
                                                 interests of the holders of
                                                   the offered certificates, and
                                            the NIM Insurer has no
                                           obligation or duty to
                                                   consider the interests of the
                                             offered certificates in
                                                  connection with the exercise
                                               or nonexercise of the NIM
                                           Insurer's rights, and

                                             o     the NIM Insurer's exercise of
                                                 its rights and consents may
                                                   negatively affect the offered
                                          certificates and the
                                          existence of the NIM
                                                  Insurer's rights, whether or
                                                  not exercised, may adversely
                                                 affect the liquidity of the
                                           offered certificates,
                                       relative to other
                                               asset-backed certificates
                                                   backed by comparable mortgage
                                               loans and with comparable
                                            payment priorities and
                              ratings.

                                  See "Rights of the NIM Insurer under
                                      Pooling and Servicing Agreement" in this
                    prospectus supplement.

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 THE MORTGAGE POOL

General                                                                         

            The depositor, IndyMac MBS, Inc. will purchase the mortgage loans in
the mortgage pool from the sponsor, IndyMac Bank, F.S.B. ("IndyMac Bank"),      
pursuant to a pooling and servicing agreement dated as of the cut-off date among
IndyMac Bank, as seller and servicer, the depositor and Deutsche Bank National  
Trust Company, as trustee, and will cause the mortgage loans to be assigned to  
the trustee for the benefit of holders of the certificates (such mortgage loans,
the "Mortgage Loans").                                                          

           All of the Mortgage Loans to be included in the issuing entity will
be evidenced by promissory notes (the "Mortgage Notes"). The Mortgage Notes will
be secured by first lien deeds of trust, security deeds or mortgages on one- to 
four-family residential properties (the "Mortgaged Properties"). The Mortgaged  
Properties in the mortgage pool are located in 47 states and the District of    
Columbia.                                                                       

       Under the pooling and servicing agreement, the seller will make
representations, warranties and covenants to the depositor relating to, among   
other things, the due execution and enforceability of the pooling and servicing 
agreement and certain characteristics of the Mortgage Loans and, subject to the 
limitations described below in this prospectus supplement under "--Assignment of
Mortgage Loans" and "--Representations by Seller; Repurchases, etc." the seller 
will be obligated to repurchase or substitute a similar mortgage loan for any   
Mortgage Loan as to which there exists deficient documentation that materially  
and adversely affects the interests of the certificateholders in the related    
Mortgage Loan or as to which there has been an uncured breach of any            
representation or warranty relating to the characteristics of the Mortgage Loans
that materially and adversely affects the interests of the certificateholders in
that related Mortgage Loan. The seller will represent and warrant to the        
depositor in the pooling and servicing agreement that the Mortgage Loans were   
selected from among the outstanding one- to four-family mortgage loans in the   
seller's portfolio as to which the representations and warranties set forth in  
the pooling and servicing agreement can be made and that the selection was not  
made in a manner intended to affect the interests of the certificateholders     
adversely. See "Mortgage Loan Program--Representations by Seller; Repurchases,  
etc." in the prospectus. Under the pooling and servicing agreement, the         
depositor will assign all its right, title and interest in and to those         
representations, warranties and covenants (including the seller's repurchase    
obligation) to the trustee for the benefit of the certificateholders. The       
depositor will make no representations or warranties with respect to the        
Mortgage Loans and will have no obligation to repurchase or substitute Mortgage 
Loans with deficient documentation or that are otherwise defective. IndyMac Bank
is selling the Mortgage Loans without recourse and will have no obligation with 
respect to the certificates in its capacity as seller other than the repurchase 
or substitution obligations described above. The obligations of IndyMac Bank, as
servicer, with respect to the certificates are limited to the servicer's        
contractual servicing obligations under the pooling and servicing agreement.    

          The depositor believes that the cut-off date information set forth
in this prospectus supplement regarding the Mortgage Loans is representative of 
the characteristics of the Mortgage Loans to be delivered on the closing date.  
Certain Mortgage Loans, however, may prepay or may be determined not to meet the
eligibility requirements for inclusion in the final pool. A limited number of   
Mortgage Loans may be added to or substituted for the Mortgage Loans described  
in this prospectus supplement, although any addition or substitution will not   
result in a material difference in the pool of Mortgage Loans. As a result, the 
cut-off date information regarding the Mortgage Loans actually delivered on the 
closing date may vary from the cut-off date information regarding the Mortgage  
Loans presented in this prospectus supplement.                                  

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         As of the Cut-off Date, the aggregate Stated Principal Balance of
the Mortgage Loans is expected to be approximately $1,512,796,251, which is     
referred to as the "Cut-off Date Pool Principal Balance."                       

          The principal balance of each Mortgage Loan as of the Cut-off Date
reflects the application of scheduled payments of principal due on the Mortgage 
Loan on or prior to the Cut-off Date, whether or not received, and any amounts  
of Deferred Interest added to the Stated Principal Balance of such Mortgage Loan
as a result of negative amortization (as described below). Whenever reference is
made in this prospectus supplement to a percentage of some or all of the        
Mortgage Loans, that percentage is determined on the basis of the Stated        
Principal Balances of those Mortgage Loans as of the Cut-off Date, unless       
otherwise specified. The Cut-off Date Pool Principal Balance of the Mortgage    
Loans set forth above is subject to a variance of plus or minus ten percent.    

           All of the Mortgage Loans provide for payments due on the first day
of each month (the "Due Date"). At origination, all of the Mortgage Loans had   
stated terms to maturity of 30 or 40 years. Scheduled monthly payments made by  
the mortgagors on the Mortgage Loans (referred to as scheduled payments) either 
earlier or later than their scheduled Due Dates will not affect the amortization
schedule or the relative application of the payments to principal and interest. 
With respect to approximately 9.20% of the Mortgage Loans by Cut-off Date Pool  
Principal Balance, the mortgagors may prepay their Mortgage Loans at any time   
without a prepayment charge. The remainder of the Mortgage Loans require the    
payment of a prepayment charge on either certain types of prepayments or on all 
prepayments generally within one to five years after origination. The holder of 
the Class P Certificates will be entitled to all prepayment charges received on 
the Mortgage Loans, and those amounts will not be available for distribution on 
the other classes of certificates. Under certain circumstances, as described in 
this prospectus supplement under "Servicing of the Mortgage Loans--Prepayment   
Charges," the servicer may waive the payment of any otherwise applicable        
prepayment charge. Investors should conduct their own analysis of the effect, if
any, that the prepayment charges, and decisions by the servicer with respect to 
the waiver thereof, may have on the prepayment performance of the Mortgage      
Loans. The depositor makes no representations as to the effect that the         
prepayment charges, and decisions by the servicer with respect to the waiver    
thereof, may have on the prepayment performance of the Mortgage Loans.          

           The index applicable to the determination of the mortgage rates for
the Mortgage Loans is a per annum rate equal to the twelve-month moving average 
of the monthly yields on United States Treasury securities adjusted to a        
constant maturity of one year, as published by the Federal Reserve Board in     
Statistical Release H.15(519) (the "MTA index" or the "index").                 

            The index will be calculated as of the date specified in the related
mortgage note. In the event that the index described above becomes unavailable  
or is otherwise unpublished, the servicer will select a comparable alternative  
index over which it has no direct control and which is readily verifiable, and  
which is permissible under the terms of the related mortgage and mortgage note. 

            Mortgage Rate Adjustments. The mortgage rates for the Mortgage Loans
will adjust monthly, following the expiration of a one-month introductory       
fixed-rate period. The mortgage rate for each Mortgage Loan will be adjusted to 
equal the sum of the index applicable to that Mortgage Loan and a fixed         
percentage amount known as the "gross margin" for that Mortgage Loan. The       
Mortgage Loans adjust according to the MTA index.                               

           No Mortgage Loan will have a mortgage rate that exceeds the maximum
mortgage rate specified in the related mortgage note (the "Maximum Mortgage     
Rate"). Due to the application of the Maximum Mortgage Rates, the mortgage rate 
on each Mortgage Loan, as adjusted on any mortgage rate adjustment date, may be 
less than the sum of the index and gross margin.                                

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            Monthly Payment Adjustments. With respect to approximately 77.54% of
the Mortgage Loans (by Cut-off Date Pool Principal Balance), beginning one month
following their first payment date, the Mortgage Rate on the Mortgage Loans     
adjust monthly but their monthly payments and amortization schedules adjust     
annually (each such date of adjustment, a "Payment Adjustment Date") and are    
subject the Maximum Mortgage Rate and a 7.50% payment cap (the "Payment Cap"),  
with the exception of each fifth Payment Adjustment Date on which the monthly   
payment will be recast without regard to the Payment Cap (such date, the "Recast
Date"). With respect to the remaining 22.46% of the Mortgage Loans, the first   
Payment Adjustment Date does not occur until five years after the first payment 
date of the Mortgage Loan. If the unpaid principal balance of a Mortgage Loan   
exceeds the negative amortization limit of the original principal balance due to
Deferred Interest, the monthly payment will be recast without regard to the     
Payment Cap to amortize fully the then unpaid principal balance of the Mortgage 
Loan over its remaining term to maturity. The negative amortization limit for   
approximately 90.54% and 9.46% of the Mortgage Loans (by Cut-off Date Pool      
Principal Balance) was 110% and 115%, respectively.                             

    Because the mortgage rates on the Mortgage Loans adjust at a
different time than the monthly payments thereon and the Payment Caps may limit 
the amount by which the monthly payments may adjust, the amount of a monthly    
payment may be more or less than the amount necessary to fully amortize the     
principal balance of the Mortgage Loans over its then remaining term at the     
applicable mortgage rate. Accordingly, the Mortgage Loans may be subject to     
reduced amortization (if the monthly payment due on a Due Date is sufficient to 
pay interest accrued during the related interest accrual period at the          
applicable mortgage rate but is not sufficient to reduce principal in accordance
with a fully amortizing schedule); negative amortization (if interest accrued   
during the related interest accrual period at the applicable mortgage rate is   
greater the entire monthly payment due on the related Due Date); or accelerated 
amortization (if the monthly payment due on a Due Date is greater than the      
amount necessary to pay interest accrued during the related interest accrual    
period at the applicable mortgage rate and to reduce principal in accordance    
with a fully amortizing schedule). In the event of negative amortization,       
Deferred Interest is added to the principal balance of such Mortgage Loan and,  
if such Deferred Interest is not offset by subsequent accelerated amortization  
at the final payment adjustment date, it may result in a payment greater than,  
and potentially substantially greater than, the monthly payment due on the      
immediately preceding Due Date.                                                 

     The month of the earliest first payment date, earliest stated
maturity date and latest stated maturity date of any Mortgage Loan is set forth 
in the following table:                                                         

        Earliest First   Earliest Stated   Latest Stated
         Payment Date     Maturity Date    Maturity Date
        --------------   ---------------   -------------

        August 1, 2005     July 1, 2035    April 1, 2046

          As of the Cut-off Date, none of the Mortgage Loans were delinquent
30 days. None of the Mortgage Loans have been more than one payment delinquent  
in the last 12 months. No Mortgage Loan was subject to a buydown agreement.     

           At origination, all of the Mortgage Loans had a Loan-to-Value Ratio
of 95% or less. All of the Mortgage Loans with a Loan-to-Value Ratio at         
origination of greater than 80% will be covered by a primary mortgage guaranty  
insurance policy issued by a mortgage insurance company acceptable to Fannie Mae
or Freddie Mac. After the date on which the Loan-to-Value Ratio of a Mortgage   
Loan is 80% or less, either because of principal payments on the Mortgage Loan  
or because of a new appraisal of the mortgaged property, no primary mortgage    
guaranty insurance policy will be required on that Mortgage Loan. See "         
--Underwriting Standards" in this prospectus supplement.                        

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           The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is a
fraction, expressed as a percentage, the numerator of which is the principal    
balance of that Mortgage Loan at the date of determination and the denominator  
of which is                                                                     

           o     in the case of a purchase, the lesser of the selling price of
                the mortgaged property or its appraised value at the time of
sale, or                                    

    o     in the case of a refinance, the appraised value of the
    mortgaged property at the time of the refinance.

          No assurance can be given that the value of any mortgaged property
has remained or will remain at the level that existed on the appraisal or sales 
date. If residential real estate values generally or in a particular geographic 
area decline, the Loan-to-Value Ratios might not be a reliable indicator of the 
rates of delinquencies, foreclosures and losses that could occur with respect to
the Mortgage Loans.                                                             

     "FICO Credit Scores" are obtained by many mortgage lenders in
connection with mortgage loan applications to help assess a borrower's          
creditworthiness. FICO Credit Scores are generated by models developed by a     
third party that analyze data on consumers in order to establish patterns that  
are believed to be indicative of the borrower's probability of default. The FICO
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. FICO Credit Scores range from approximately 300 to approximately    
850, with higher scores indicating an individual with a more favorable credit   
history compared to an individual with a lower score. A FICO Credit Score,      
however, purports only to be a measurement of the relative degree of risk a     
borrower represents to a lender, i.e., that a borrower with a higher score is   
statistically expected to be less likely to default in payment than a borrower  
with a lower score. In addition, it should be noted that FICO Credit Scores were
developed to indicate a level of default probability over a two-year period that
does not correspond to the life of a mortgage loan. Furthermore, FICO Credit    
Scores were not developed specifically for use in connection with mortgage      
loans, but for consumer loans in general. Therefore, a FICO 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 a FICO Credit Score will be an  
accurate predictor of the likely risk or quality of a mortgage loan.            

          The following information sets forth information in tabular format
about the Mortgage Loans as of the Cut-off Date. Other than with respect to     
rates of interest, percentages (approximate) are stated by Stated Principal     
Balance of the Mortgage Loans as of the Cut-off Date and have been rounded in   
order to total 100%.                                                            

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Mortgage Loans

                                                        [Enlarge/Download Table]

                              Mortgage Rates for the Mortgage Loans (1)                             
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
    Range of Mortgage                       Mortgage     Aggregate Principal     Outstanding of the 
        Rates (%)                            Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
0.751 - 1.000 ..........................         4       $      1,227,000.00             0.08%      
1.001 - 1.250 ..........................     1,407            462,378,195.31            30.56       
1.501 - 1.750 ..........................       256             95,938,707.00             6.34       
1.751 - 2.000 ..........................         2                982,000.00             0.06       
2.001 - 2.250 ..........................       740            219,493,072.41            14.51       
2.251 - 2.500 ..........................       141             46,637,651.30             3.08       
2.501 - 2.750 ..........................        19              4,467,850.00             0.30       
3.001 - 3.250 ..........................        31              6,788,589.00             0.45       
3.251 - 3.500 ..........................         5                765,270.00             0.05       
3.501 - 3.750 ..........................         2                659,000.00             0.04       
4.001 - 4.250 ..........................         1                206,400.00             0.01       
 5.501 -5.750 ..........................         3              1,124,143.21             0.07       
5.751 - 6.000 ..........................         3              2,373,274.71             0.16       
6.001 - 6.250 ..........................        17              6,472,354.65             0.43       
6.251 - 6.500 ..........................        65             23,666,071.86             1.56       
6.501 - 6.750 ..........................       136             46,685,941.66             3.09       
6.751 - 7.000 ..........................       288            104,264,369.69             6.89       
7.001 - 7.250 ..........................       631            207,374,215.41            13.71       
7.251 - 7.500 ..........................       423            131,575,433.29             8.70       
7.501 - 7.750 ..........................       202             70,119,384.57             4.64       
7.751 - 8.000 ..........................        83             32,152,141.44             2.13       
8.001 - 8.250 ..........................       118             47,062,149.66             3.11       
8.251 - 8.500 ..........................         1                383,035.54             0.03       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average mortgage rate of the Mortgage
Loans was approximately 4.112%.                                     

                                                        [Enlarge/Download Table]

                        Current Principal Balances for the Mortgage Loans (1)                       
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
            Range of Current                Mortgage     Aggregate Principal     Outstanding of the 
         Principal Balances ($)              Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
0.01 - 50,000.00 .......................         2       $        100,000.00             0.01%      
50,000.01 - 100,000.00 .................        99              8,548,666.50             0.57       
100,000.01 - 150,000.00 ................       306             39,456,591.66             2.61       
150,000.01 - 200,000.00 ................       582            103,580,162.42             6.85       
200,000.01 - 250,000.00 ................       582            131,911,987.50             8.72       
250,000.01 - 300,000.00 ................       649            179,187,811.35            11.84       
300,000.01 - 350,000.00 ................       584            189,831,268.85            12.55       
350,000.01 - 400,000.00 ................       560            211,190,452.22            13.96       
400,000.01 - 450,000.00 ................       356            151,228,770.19            10.00       
450,000.01 - 500,000.00 ................       290            138,802,529.46             9.18       
500,000.01 - 550,000.00 ................       178             93,461,343.31             6.18       
550,000.01 - 600,000.00 ................       138             79,051,498.53             5.23       
600,000.01 - 650,000.00 ................       115             72,894,695.22             4.82       
650,000.01 - 700,000.00 ................        31             20,944,565.12             1.38       
700,000.01 - 750,000.00 ................        34             25,007,351.36             1.65       
750,000.01 - 800,000.00 ................        20             15,438,817.35             1.02       
800,000.01 - 850,000.00 ................        14             11,688,601.47             0.77       
850,000.01 - 900,000.00 ................         6              5,295,870.80             0.35       
900,000.01 - 950,000.00 ................         5              4,568,603.00             0.30       
950,000.01 - 1,000,000.00 ..............        14             13,740,637.41             0.91       
1,000,000.01 - 1,250,000.00 ............         6              6,465,897.26             0.43       
1,250,000.01 - 1,500,000.00 ............         5              7,134,776.98             0.47       
1,500,000.01 - 1,750,000.00 ............         2              3,265,352.75             0.22       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the average principal balance of the Mortgage     
Loans was approximately $330,449.                                   

                                                        [Enlarge/Download Table]

                      Original Loan-to-Value Ratios for the Mortgage Loans (1)                      
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
           Range of Original                Mortgage     Aggregate Principal     Outstanding of the 
        Loan-To-Value Ratios (%)             Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
0.000 - 50.000 .........................       306       $     74,859,856.61             4.95%      
50.001 - 60.000 ........................       333             93,801,750.25             6.20       
60.001 - 70.000 ........................       787            273,446,140.98            18.08       
70.001 - 75.000 ........................       987            327,170,346.85            21.63       
75.001 - 80.000 ........................     2,085            724,897,785.93            47.92       
80.001 - 85.000 ........................        17              4,908,533.29             0.32       
85.001 - 90.000 ........................        32              7,076,405.24             0.47       
90.001 - 95.000 ........................        31              6,635,431.56             0.44       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average original Loan-to-Value Ratio 
of the Mortgage Loans was approximately 72.81%.                     

                                                        [Enlarge/Download Table]

                          Original Term to Maturity for the Mortgage Loans                          
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
            Original Term to                Mortgage     Aggregate Principal     Outstanding of the 
            Maturity (Months)                Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
360 ....................................     3,901       $  1,266,623,894.43            83.73%      
480 ....................................       677            246,172,356.28            16.27       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

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                    Remaining Terms to Stated Maturity for the Mortgage Loans (1)                   
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
  Remaining Terms to Maturity (months)       Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
352 ...................................          2       $        290,137.74             0.02%      
353 ...................................          1                368,984.73             0.02       
354 ...................................          3                647,603.17             0.04       
355 ...................................         22              7,019,409.56             0.46       
356 ...................................         86             29,144,428.87             1.93       
357 ...................................        187             72,160,969.54             4.77       
358 ...................................        391            134,873,581.06             8.92       
359 ...................................      1,019            328,295,523.04            21.70       
360 ...................................      2,190            693,823,256.72            45.86       
473 ...................................          1                182,251.66             0.01       
474 ...................................          1                323,037.83             0.02       
475 ...................................          1                435,388.49             0.03       
476 ...................................          2                927,173.73             0.06       
477 ...................................          5              2,921,428.42             0.19       
478 ...................................          8              3,400,570.67             0.22       
479 ...................................        241             92,262,027.18             6.10       
480 ...................................        418            145,720,478.30             9.63       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average remaining stated term to     
maturity of the Mortgage Loans was approximately 379 months.        

                                                        [Enlarge/Download Table]

                         Geographic Distribution of the Mortgaged Properties                        
                                       for the Mortgage Loans                                       
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
           Geographic Area                   Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
Alabama ................................         5       $      1,024,951.46             0.07%      
Alaska .................................         2                692,000.00             0.05       
Arizona ................................       134             33,836,059.06             2.24       
Arkansas ...............................         1                170,150.00             0.01       
California .............................     2,262            853,616,766.59            56.43       
Colorado ...............................        59             15,883,145.61             1.05       
Connecticut ............................        41             11,570,821.37             0.76       
Delaware ...............................        12              2,328,318.42             0.15       
District of Columbia ...................        11              3,300,210.46             0.22       
Florida ................................       522            136,554,544.12             9.03       
Georgia ................................        45             11,139,676.50             0.74       
Hawaii .................................        37             15,845,593.07             1.05       
Idaho ..................................        12              2,239,421.14             0.15       
Illinois ...............................        71             19,927,262.20             1.32       
Indiana ................................         5                556,165.25             0.04       
Iowa ...................................         2                261,400.00             0.02       
Kentucky ...............................         3                440,317.03             0.03       
Louisiana ..............................         4                881,060.75             0.06       
Maine ..................................         6              1,195,659.09             0.08       
Maryland ...............................       143             43,433,549.13             2.87       
Massachusetts ..........................        63             18,635,382.09             1.23       
Michigan ...............................        50             10,983,035.01             0.73       
Minnesota ..............................        37              8,941,020.06             0.59       
Missouri ...............................        12              2,895,151.49             0.19       
Montana ................................         4              1,467,807.32             0.10       
Nebraska ...............................         1                332,800.00             0.02       
Nevada .................................       138             40,651,938.21             2.69       
New Hampshire ..........................         6              1,855,176.33             0.12       
New Jersey .............................       219             67,069,825.27             4.43       
New Mexico .............................        12              2,950,001.19             0.20       
New York ...............................       181             65,955,144.60             4.36       
North Carolina .........................         7              1,868,357.58             0.12       
Ohio ...................................        16              3,163,914.19             0.21       
Oklahoma ...............................         3                441,798.43             0.03       
Oregon .................................        36              7,872,196.15             0.52       
Pennsylvania ...........................        31              7,299,227.33             0.48       
Rhode Island ...........................        16              4,141,233.00             0.27       
South Carolina .........................         7              2,133,844.37             0.14       
South Dakota ...........................         2                238,719.39             0.02       
Tennessee ..............................         4                712,219.32             0.05       
Texas ..................................        30              6,028,674.62             0.40       
Utah ...................................        17              3,806,663.29             0.25       
Vermont ................................         1                250,624.54             0.02       
Virginia ...............................       224             79,027,197.76             5.22       
Washington .............................        70             16,652,732.62             1.10       
West Virginia ..........................         2                224,000.00             0.01       
Wisconsin ..............................        10              1,821,404.25             0.12       
Wyoming ................................         2                479,091.05             0.03       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

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                     Mortgagors' FICO Credit Scores for the Mortgage Loans (1)                      
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
       Range of FICO Credit Scores           Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
Not available ..........................         1       $        336,000.00             0.02%      
620 - 639 ..............................       354            113,111,720.25             7.48       
640 - 659 ..............................       469            151,213,931.75            10.00       
660 - 679 ..............................       901            304,866,104.21            20.15       
680 - 699 ..............................       707            238,487,225.74            15.76       
700 - 719 ..............................       642            224,529,357.80            14.84       
720 - 739 ..............................       465            148,974,139.02             9.85       
740 - 759 ..............................       423            139,691,426.71             9.23       
760 - 779 ..............................       338            108,922,795.44             7.20       
780 - 799 ..............................       199             61,171,772.95             4.04       
800 - 819 ..............................        78             21,291,776.84             1.41       
820 - 839 ..............................         1                200,000.00             0.01       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average FICO Credit Score (not       
including the Mortgage Loans for which the FICO Credit Score is not 
available) of the Mortgage Loans was approximately 701.             

                                                        [Enlarge/Download Table]

                        Types of Mortgaged Properties for the Mortgage Loans                        
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
             Property Type                   Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
Single Family Residence ................     3,091       $  1,026,130,223.92            67.83%      
Planned Unit Development (PUD) .........       800            280,566,374.35            18.55       
Condominium ............................       423            121,590,782.20             8.04       
Two- to Four-Family                                                                                 
Residence ..............................       197             66,471,741.74             4.39       
Townhouse ..............................        67             18,037,128.50             1.19       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                                   Purpose of the Mortgage Loans                                    
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
              Loan Purpose                   Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
Cash Out Refinance .....................     3,019       $    963,058,770.84            63.66%      
Purchase ...............................       783            288,286,402.71            19.06       
Rate/Term Refinance ....................       776            261,451,077.16            17.28       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                             Occupancy Types for the Mortgage Loans (1)                             
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
             Occupancy Type                  Loans        Balance Outstanding      Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
Primary Home ...........................     4,302       $  1,440,707,064.52            95.23%      
Investment .............................       206             51,273,515.61             3.39       
Second Home ............................        70             20,815,670.58             1.38       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

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

                                                        [Enlarge/Download Table]

                            Documentation Programs of the Mortgage Loans                            
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
    Type of Documentation Program            Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
Full ...................................       513       $    139,218,197.36             9.20%      
Stated .................................     2,675            932,544,620.33            61.64       
Fast Forward ...........................        29              7,597,565.31             0.50       
No Documentation .......................        56             22,900,565.41             1.51       
No Income/No Asset .....................     1,242            383,733,504.84            25.37       
No Ratio ...............................        63             26,801,797.46             1.77       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                                 Loan Ages of the Mortgage Loans (1)                                
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
            Loan Age (months)                Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
0 .....................................      2,608       $    839,543,735.02            55.50%      
1 .....................................      1,260            420,557,550.22            27.80       
2 .....................................        399            138,274,151.73             9.14       
3 .....................................        192             75,082,397.96             4.96       
4 .....................................         88             30,071,602.60             1.99       
5 .....................................         23              7,454,798.05             0.49       
6 .....................................          4                970,641.00             0.06       
7 .....................................          2                551,236.39             0.04       
8 .....................................          2                290,137.74             0.02       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average loan age of the Mortgage     
Loans was approximately 1 month.                                    

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                   Prepayment Charge Term (months) and Type of the Mortgage Loans                   
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
            Prepayment Charge              Number of                              Principal Balance 
              Term (months)                 Mortgage      Aggregate Principal    Outstanding of the 
                and Type                     Loans        Balance Outstanding      Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
None ...................................       388       $    139,183,582.72             9.20%      
12 Months-Hard .........................       516            192,266,737.81            12.71       
12 Months-Soft .........................        36             14,847,644.77             0.98       
24 Months-Hard .........................       175             58,819,520.17             3.89       
24 Months-Soft .........................        10              3,322,290.06             0.22       
36 Months-Hard .........................     3,392          1,081,682,036.94            71.50       
36 Months-Soft .........................        51             19,198,280.83             1.27       
60 Months-Hard .........................         5              1,712,514.29             0.11       
60 Months-Soft .........................         5              1,763,643.12             0.12       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                             Gross Margins of the Mortgage Loans (1)                                
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
       Range of Gross Margins (%)            Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
1.501 - 2.000 ..........................         5       $      1,974,143.21             0.13%      
2.001 - 2.500 ..........................        66             25,230,976.79             1.67       
2.501 - 3.000 ..........................       592            215,479,713.22            14.24       
3.001 - 3.500 ..........................     2,466            805,151,378.47            53.22       
3.501 - 4.000 ..........................     1,267            394,714,825.55            26.09       
4.001 - 4.500 ..........................       182             70,245,213.47             4.64       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average gross margin of the Mortgage 
Loans was approximately 3.389% per annum.                           

                                                        [Enlarge/Download Table]

                          Maximum Mortgage Rates of the Mortgage Loans(1)                           
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
       Maximum Mortgage Rates (%)            Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
7.450 .................................          1       $        780,000.00             0.05%      
7.550 .................................          3                881,102.67             0.06       
7.750 .................................          1                651,041.11             0.04       
7.950 .................................          1                264,050.79             0.02       
8.400 .................................          2                929,578.57             0.06       
8.500 .................................          1                599,076.92             0.04       
8.575 .................................          1                478,922.06             0.03       
8.700 .................................          1                351,470.20             0.02       
8.950 .................................          2                993,473.26             0.07       
9.575 .................................          1                527,776.78             0.03       
9.590 .................................          1                370,065.75             0.02       
9.900 .................................          1                149,998.95             0.01       
9.950 .................................      4,027          1,301,757,581.88            86.05       
9.990 .................................         26              8,925,143.40             0.59       
9.995 .................................          1                399,000.00             0.03       
9.999 .................................        345            132,492,373.75             8.76       
10.050 ................................          1                562,165.10             0.04       
10.150 ................................          3              1,360,838.64             0.09       
10.200 ................................          1                444,891.63             0.03       
10.450 ................................          3                928,011.94             0.06       
10.575 ................................          2              1,145,539.84             0.08       
10.700 ................................          4              1,560,112.95             0.10       
10.950 ................................         22              6,259,770.81             0.41       
11.200 ................................         10              4,074,179.03             0.27       
11.325 ................................          3                651,495.78             0.04       
11.450 ................................          1                187,648.84             0.01       
11.500 ................................          1                315,524.39             0.02       
11.700 ................................          1                515,811.20             0.03       
11.950 ................................         99             40,421,285.91             2.67       
12.000 ................................          1                508,000.00             0.03       
12.450 ................................          7              1,935,361.81             0.13       
12.500 ................................          3                940,677.98             0.06       
13.150 ................................          1                434,278.77             0.03       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

----------                                                                      
(1)   As of the Cut-off Date, the weighted average Maximum Mortgage Rate of the 
Mortgage Loans was approximately 10.018% per annum.                 

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                          Negative Amortization Limit of the Mortgage Loans                         
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
     Negative Amortization Limit (%)         Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
110 ...................................      4,081       $  1,369,652,814.53            90.54%      
115 ...................................        497            143,143,436.18             9.46       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                           Next Rate Adjustment Date of the Mortgage Loans                          
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
        Next Rate Adjustment Date            Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
April 2006 ............................      4,483       $  1,484,321,522.71            98.12%      
May 2006 ..............................         95             28,474,728.00             1.88       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                         Next Payment Adjustment Date of the Mortgage Loans                         
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
      Next Payment Adjustment Date           Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
August 2006 ...........................          2       $        290,137.74             0.02%      
September 2006 ........................          2                551,236.39             0.04       
October 2006 ..........................          4                970,641.00             0.06       
November 2006 .........................         22              7,237,617.72             0.48       
December 2006 .........................         87             29,420,561.49             1.94       
January 2007 ..........................        186             72,833,981.99             4.81       
February 2007 .........................        378            132,573,818.32             8.76       
March 2007 ............................      1,020            348,267,464.98            23.02       
April 2007 ............................      1,701            561,440,077.14            37.11       
May 2007 ..............................         64             19,374,165.00             1.28       
November 2010 .........................          1                217,180.33             0.01       
December 2010 .........................          1                651,041.11             0.04       
January 2011 ..........................          6              2,248,415.97             0.15       
February 2011 .........................         21              5,700,333.41             0.38       
March 2011 ............................        240             72,290,085.24             4.78       
April 2011 ............................        812            249,628,929.88            16.50       
May 2011 ..............................         31              9,100,563.00             0.60       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

                                                        [Enlarge/Download Table]

                         Initial Fixed Payment Period of the Mortgage Loans                         
----------------------------------------------------------------------------------------------------
                                                                                Percent of Aggregate
                                           Number of                              Principal Balance 
                                            Mortgage     Aggregate Principal     Outstanding of the 
 Initial Fixed Payment Period (months)       Loans       Balance Outstanding       Mortgage Loans   
----------------------------------------------------------------------------------------------------
                                                                                                    
12 ....................................      3,466       $  1,172,959,701.77            77.54%      
60 ....................................      1,112            339,836,548.94            22.46       
                                           ---------------------------------------------------------
     Total:                                  4,578       $  1,512,796,250.71           100.00%      
                                           =========================================================

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Assignment of the Mortgage Loans                                                

            Pursuant to the pooling and servicing agreement, on the closing date
the depositor will assign without recourse to the trustee in trust for the      
benefit of the certificateholders all interest of the depositor in each Mortgage
Loan and all interest in all other assets included in IndyMac INDX Mortgage Loan
Trust 2006-AR4. This assignment will include all scheduled payments received on 
account of the Mortgage Loans that were due after the Cut-off Date but will not 
include any scheduled payments due on or before the Cut-off Date.               

    In connection with the assignment of the Mortgage Loans, the
depositor will deliver or cause to be delivered to the trustee the mortgage     
file, which contains among other things, the original mortgage note (and any    
modification or amendment to it) endorsed in blank without recourse, except that
the depositor may deliver or cause to be delivered a lost note affidavit in lieu
of any original mortgage note that has been lost, the original mortgage creating
a first lien on the related mortgaged property with evidence of recording       
indicated thereon, an assignment in recordable form of the mortgage, the title  
policy with respect to the related mortgaged property and, if applicable, all   
recorded intervening assignments of the mortgage and any riders or modifications
to the mortgage note and mortgage (except for any documents not returned from   
the public recording office, which will be delivered to the trustee as soon as  
they are available to the depositor). With respect to up to 30% of the Mortgage 
Loans, the depositor may deliver all or a portion of each related mortgage file 
to the trustee not later than five business days after the closing date.        
Assignments of the Mortgage Loans to the trustee (or its nominee) generally will
not be recorded in a public office for real property records in California and  
other states where, in the opinion of counsel, recording is not required to     
protect the trustee's interest in the Mortgage Loan against the claim of any    
subsequent transferee or any successor to or creditor of the depositor or the   
seller. Under certain circumstances specified in the pooling and servicing      
agreement, the assignments will be recorded (at the Servicer's expense).        

        The trustee will review each mortgage file within 90 days of the
closing date (or promptly after the trustee's receipt of any document permitted 
to be delivered after the closing date) and if any document in a mortgage file  
is found to be missing or defective in a material respect adverse to the        
interests of the certificateholders in the related Mortgage Loan and the seller 
does not cure the defect within 90 days of notice of the defect from the trustee
(or within such longer period not to exceed 720 days after the closing date as  
provided in the pooling and servicing agreement in the case of missing documents
not returned from the public recording office), the seller will be obligated to 
repurchase the related Mortgage Loan from the issuing entity. The trustee will  
hold the Mortgage Loan documents in trust for the benefit of the                
certificateholders in accordance with its customary procedures, including       
storing the documents in fire-resistant facilities. Rather than repurchase the  
Mortgage Loan as provided above, the seller may remove the Mortgage Loan        
(referred to as a deleted Mortgage Loan) from the issuing entity and substitute 
in its place another Mortgage Loan (referred to as a replacement Mortgage Loan);
however, substitution is permitted only within two years of the closing date and
may not be made unless an opinion of counsel is provided to the trustee to the  
effect that the substitution will not disqualify any REMIC or result in a       
prohibited transaction tax under the Code. Any replacement Mortgage Loan        
generally will, on the date of substitution, among other characteristics set    
forth in the pooling and servicing agreement,                                   

        o     have a principal balance, after deduction of all scheduled
                payments due in the month of substitution, not in excess of,
                 and not more than 10% less than, the Stated Principal Balance
                of the deleted Mortgage Loan (the amount of any shortfall to
                  be deposited by the seller in the Certificate Account and held
             for distribution to the certificateholders on the related
            Distribution Date (a "Substitution Adjustment Amount")),

           o     have a Mortgage Rate not lower than, and not more than 1% per
         annum higher than, that of the deleted Mortgage Loan,

            o     have a Maximum Mortgage Rate not more than 1% per annum higher
            than and not lower than the Maximum Mortgage Rate of the
deleted Mortgage Loan,                      

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           o     have the same negative amortization limit, payment adjustment
                  intervals and recast intervals as that of the deleted Mortgage
Loan,                                       

         o     have the same index and Payment Cap as the deleted Mortgage
             Loan and a gross margin not more than 1% per annum higher
               than, and not lower than that of the deleted Mortgage Loan,

            o     have a Loan-to-Value Ratio not higher than that of the deleted
Mortgage Loan,                              

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

       o     comply with all of the representations and warranties set
                  forth in the pooling and servicing agreement as of the date of
substitution.                               

        This cure, repurchase or substitution obligation constitutes the
sole remedy available to certificateholders or the trustee for a material       
omission of, or a material defect in, a mortgage loan document.                 

    Notwithstanding the foregoing, in lieu of providing the duly
executed assignment of the mortgage to the trustee and the original recorded    
assignment or assignments of the mortgage together with all interim recorded    
assignments of such mortgage, above, the depositor may at its discretion provide
evidence that the related mortgage is held through the MERS(R) System. In       
addition, the mortgages for some or all of the Mortgage Loans in the issuing    
entity that are not already held through the MERS(R) System may, at the         
discretion of the Servicer, in the future be held through the MERS(R) System.   
For any mortgage held through the MERS(R) System, the mortgage is recorded in   
the name of Mortgage Electronic Registration Systems, Inc., or MERS, as nominee 
for the owner of the Mortgage Loan, and subsequent assignments of the mortgage  
were, or in the future may be, at the discretion of the Servicer, registered    
electronically through the MERS(R) System. For each of the Mortgage Loans, MERS 
serves as mortgagee of record on the mortgage solely as a nominee in an         
administrative capacity on behalf of the trustee, and does not have any interest
in the Mortgage Loan.                                                           

THE SELLER

            IndyMac Bank will be the seller of the Mortgage Loans. The principal
executive offices of the Seller are located at 888 East Walnut Street, Pasadena,
California 91101-7211, Pasadena, California 91101. IndyMac Bank is a            
wholly-owned subsidiary of IndyMac Intermediate Holdings, Inc., which is a      
wholly-owned subsidiary of IndyMac Bancorp, Inc. The business now operated by   
IndyMac Bank began in 1993. On July 1, 2000, this business was transferred by a 
predecessor company to IndyMac Bank and began operation as a federal savings    
bank.                                                                           

Origination Process                                                             

     IndyMac Bank acquires mortgage loans principally through four
channels: mortgage professionals, consumer direct, correspondent and conduit.   
IndyMac Bank also acquires a relatively small number of mortgage loans through  
other channels.                                                                 

   Mortgage professionals: Mortgage brokers, mortgage bankers,
financial institutions and homebuilders who have taken applications from        
prospective borrowers and submitted those applications to IndyMac Bank.         

        Consumer direct: Mortgage loans initiated through direct contact
with the borrower. This contact may arise from internet advertising and IndyMac 
Bank website traffic, affinity relationships, company referral programs,        
realtors and through its Southern California retail banking branches.           

    Correspondent: Mortgage brokers, mortgage bankers, financial
institutions and homebuilders who sell previously funded mortgage loans to      
IndyMac Bank.                                                                   

            Conduit: IndyMac Bank acquires pools of mortgage loans in negotiated
transactions either with the original mortgagee or an intermediate owner of the 
mortgage loans.                                                                 

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            IndyMac Bank approves each mortgage loan seller prior to the initial
transaction on the basis of the seller's financial and management strength,     
reputation and prior experience. Sellers are periodically reviewed and if their 
performance, as measured by compliance with the applicable loan sale agreement, 
is unsatisfactory, IndyMac Bank will cease doing business with them.            

Underwriting Process                                                            

            Mortgage loans that are acquired by IndyMac Bank are underwritten by
IndyMac Bank according to IndyMac Bank's underwriting guidelines, which also    
accept mortgage loans meeting Fannie Mae or Freddie Mac guidelines regardless of
whether such mortgage loans would otherwise meet IndyMac Bank's guidelines, or  
pursuant to an exception to those guidelines based on IndyMac Bank's procedures 
for approving such exceptions. Conventional mortgage loans are loans that are   
not insured by the FHA or partially guaranteed by the VA. Conforming mortgage   
loans are loans that qualify for sale to Fannie Mae and Freddie Mac, whereas    
non-conforming mortgage loans are loans that do not so qualify. Non-conforming  
mortgage loans originated or purchased by IndyMac Bank pursuant to its          
underwriting programs typically differ from conforming loans primarily with     
respect to loan-to-value ratios, borrower income, required documentation,       
interest rates, borrower occupancy of the mortgaged property and/or property    
types. To the extent that these programs reflect underwriting standards         
different from those of Fannie Mae and Freddie Mac, the performance of loans    
made pursuant to these different underwriting standards may reflect higher      
delinquency rates and/or credit losses.                                         

          IndyMac Bank has two principal underwriting methods designed to be
responsive to the needs of its mortgage loan customers: traditional underwriting
and e-MITS (Electronic Mortgage Information and Transaction System)             
underwriting. E-MITS is an automated, internet-based underwriting and risk-based
pricing system. IndyMac Bank believes that e-MITS generally enables it to       
estimate expected credit loss, interest rate risk and prepayment risk more      
objectively than traditional underwriting and also provides consistent          
underwriting decisions. IndyMac Bank has procedures to override an e-MITS       
decision to allow for compensating factors.                                     

           IndyMac Bank's underwriting criteria for traditionally underwritten
mortgage loans includes an analysis of the borrower's credit history, ability to
repay the mortgage loan and the adequacy of the mortgaged property as           
collateral. Traditional underwriting decisions are made by individuals          
authorized to consider compensating factors that would allow mortgage loans not 
otherwise meeting IndyMac Bank's guidelines.                                    

   In determining a borrower's FICO Credit Score, IndyMac Bank
generally selects the middle credit score of the scores provided by each of the 
three major U.S. credit repositories (Equifax, TransUnion and Experian) for each
borrower, and then selects the lowest of these scores. In some instances,       
IndyMac Bank selects the middle score of the borrower with the largest amount of
qualifying income among all of the borrowers on the mortgage loan. A FICO Credit
Score might not be available for a borrower due to insufficient credit          
information on file with the credit repositories. In these situations, IndyMac  
Bank will establish a borrower's credit history through documentation of        
alternative sources of credit such as utility payments, auto insurance payments 
and rent payments. In addition to the FICO Credit Score, other information      
regarding a borrower's credit quality is considered in the loan approval        
process, such as the number and degree of any late mortgage or rent payments    
within the preceding 12-month period, the age of any foreclosure action against 
any property owned by the borrower, the age of any bankruptcy action, the number
of seasoned tradelines reflected on the credit report and any outstanding       
judgments, liens, charge-offs or collections.                                   

        For each mortgage loan with a Loan-to-Value Ratio at origination
exceeding 80%, IndyMac Bank will usually require a primary mortgage guarantee   
insurance policy that conforms to the guidelines of Fannie Mae and Freddie Mac. 
After the date on which the Loan-to-Value Ratio of a mortgage loan is 80% or    
less, either because of principal payments on the mortgage loan or because of a 
new appraisal of the mortgaged property, no primary mortgage guaranty insurance 
policy will be required on that mortgage loan.                                  

      All of the insurers that have issued primary mortgage guaranty
insurance policies with respect to the mortgage loans meet Fannie Mae's or      
Freddie Mac's standards or are acceptable to the Rating Agencies. In some       
circumstances, however, IndyMac Bank does not require primary mortgage guaranty 
insurance on mortgage loans with Loan-to-Value Ratios greater than 80%.         

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           IndyMac Bank purchases loans that have been originated under one of
seven documentation programs: Full/Alternate, FastForward, Limited, Stated      
Income, No Ratio, No Income/No Asset and No Doc. In general, documentation types
that provide for less than full documentation of employment, income and liquid  
assets require higher credit quality and have lower loan-to-value ratios and    
loan amount limits.                                                             

       Under the Full/Alternate Documentation Program, the prospective
borrower's employment, income and assets are verified through written           
documentation such as tax returns, pay stubs or W-2 forms. Generally, a two-year
history of employment or continuous source of income is required to demonstrate 
adequacy and continuance of income. Borrowers applying under the Full/Alternate 
Documentation Program may, based on certain loan characteristics and higher     
credit quality, qualify for IndyMac Bank's FastForward program and be entitled  
to income and asset documentation relief. Borrowers who qualify for FastForward 
must state their income, provide a signed Internal Revenue Service Form 4506    
(authorizing IndyMac Bank to obtain copies of their tax returns), and state     
their assets. IndyMac Bank does not require any verification of income or assets
under this program.                                                             

          The Limited Documentation Program is similar to the Full/Alternate
Documentation Program except that borrowers generally must document income and  
employment for one year (rather than two, as required by the Full/Alternate     
Documentation Program). Borrowers under the Limited Documentation Program may   
use bank statements to verify their income and employment. If applicable,       
written verification of a borrower's assets is required under this program.     

    The Stated Income Documentation Program requires prospective
borrowers to provide information regarding their assets and income. Information 
regarding a borrower's assets, if applicable, is verified through written       
communications. Information regarding income is not verified and employment     
verification may not be written.                                                

      The No Ratio Program requires prospective borrowers to provide
information regarding their assets, which is then verified through written      
communications. The No Ratio Program does not require prospective borrowers to  
provide information regarding their income, but verification of employment may  
not be written.                                                                 

         Under the No Income/No Asset Documentation Program and the No Doc
Documentation Program, emphasis is placed on the credit score of the prospective
borrower and on the value and adequacy of the mortgaged property as collateral, 
rather than on the income and the assets of the prospective borrower.           
Prospective borrowers are not required to provide information regarding their   
assets or income under either program, although under the No Income/No Asset    
Documentation Program, employment is orally verified.                           

            IndyMac Bank generally will re-verify income, assets, and employment
for mortgage loans it acquires through the wholesale channel, but not for       
mortgage loans acquired through other channels.                                 

        Maximum loan-to-value and combined loan-to-value ratios and loan
amounts are established according to the occupancy type, loan purpose, property 
type, FICO Credit Score, number of previous late mortgage payments, and the age 
of any bankruptcy or foreclosure actions. Additionally, maximum total monthly   
debt payments-to-income ratios and cash-out limits may be applied. Other factors
may be considered in determining loan eligibility such as a borrower's residency
and immigration status, whether a non-occupying borrower will be included for   
qualification purposes, sales or financing concessions included in any purchase 
contract, the acquisition cost of the property in the case of a refinance       
transaction, the number of properties owned by the borrower, the type and amount
of any subordinate mortgage, the amount of any increase in the borrower's       
monthly mortgage payment compared to previous mortgage or rent payments and the 
amount of disposable monthly income after payment of all monthly expenses.      

           To determine the adequacy of the property to be used as collateral,
an appraisal is generally made of the subject property in accordance with the   
Uniform Standards of Profession Appraisal Practice. The appraiser generally     
inspects the property, analyzes data including the sales prices of comparable   
properties and issues an opinion of value using a Fannie Mae/Freddie Mac        
appraisal report form, or other acceptable form. In some cases, an automated    
valuation model (AVM) may be used in lieu of an appraisal. AVMs are computer    
programs that use real estate information, such as demographics, property       
characteristics, sales prices, and price trends to calculate a value            

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for the specific property. The value of the property, as indicated by the       
appraisal or AVM, must support the loan amount.                                 

          Underwriting procedures vary by channel of origination. Generally,
mortgage loans originated through the mortgage professional channel will be     
submitted to e-MITS for assessment and subjected to a full credit review and    
analysis. Mortgage loans that do not meet IndyMac Bank's guidelines may be      
manually re-underwritten and approved under an exception to those underwriting  
guidelines. Mortgage loans originated through the consumer direct channel are   
subjected to essentially the same procedures, modified as necessary to reflect  
the fact that no third-party contributes to the preparation of the credit file. 

           IndyMac Bank currently operates two mortgage loan purchase programs
as part of its correspondent channel:                                           

      1.    Prior Approval Program. Under this program, IndyMac Bank
performs a full credit review and analysis of each mortgage loan generally with 
the same procedures used for mortgage loans originated through the mortgage     
professionals channel. Only after IndyMac Bank issues an approval notice to a   
loan originator is a mortgage loan eligible for purchase pursuant to this       
program.                                                                        

           2.    Preferred Delegated Underwriting Program. Under this program,
loan originators that meet certain eligibility requirements are allowed to      
tender mortgage loans for purchase without the need for IndyMac Bank to verify  
mortgagor information. The eligibility requirements for participation in the    
Preferred Delegated Underwriting Program vary based on the net worth of the loan
originators with more stringent requirements imposed on loan originators with a 
lower net worth. Loan originators are required to submit a variety of           
information to IndyMac Bank for review, including their current audited         
financial statements, their quality control policies and procedures, their      
current errors and omissions/fidelity insurance coverage evidencing blanket     
coverage in a minimum amount of $300,000, at least three underwriters' resumes  
showing at least three years experience or a direct endorsement designation, and
at least two references from mortgage insurance companies. Loan originators are 
required to have an active, traditional warehouse line of credit, which is      
verified together with the bailee letter and wire instructions. IndyMac Bank    
requires each loan originator to be recertified on an annual basis to ensure    
that it continues to meet the minimum eligibility guidelines for the Preferred  
Delegated Underwriting Program.                                                 

         Under the Preferred Delegated Underwriting Program, each eligible
loan originator is required to underwrite mortgage loans in compliance with     
IndyMac Bank's underwriting guidelines usually by use of e-MITS or,             
infrequently, by submission of the mortgage loan to IndyMac Bank for traditional
underwriting. A greater percentage of mortgage loans purchased pursuant to this 
program are selected for post-purchase quality control review than for the other
program.                                                                        

            Mortgage loans originated through the conduit channel were generally
initially underwritten by the seller to the seller's underwriting guidelines.   
IndyMac Bank reviews each seller's guidelines for acceptability, and these      
guidelines generally meet industry standards and incorporate many of the same   
factors used by Fannie Mae, Freddie Mac and IndyMac Bank. Each mortgage loan is 
re-underwritten by IndyMac Bank for compliance with its guidelines based only on
the objective characteristics of the mortgage loan, such as FICO, documentation 
type, loan-to-value ratio, etc., but without reassessing the underwriting       
procedures originally used. In addition, a portion of the mortgage loans        
acquired from a seller are subjected to a full re-underwriting.                 

           Exceptions to underwriting standards are permitted in situations in
which compensating factors exist. Examples of these factors are significant     
financial reserves, a low loan-to-value ratio, significant decrease in the      
borrower's monthly payment and long-term employment with the same employer.     

Representations by Seller; Repurchases, etc.                                    

           The seller represents that immediately before the assignment of the
Mortgage Loans to the depositor, it will have good title to, and will be the    
sole owner of, each Mortgage Loan free and clear of any pledge, lien,           
encumbrance or security interest and will have full right and authority, subject
to no interest or participation of, or                                          

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agreement with, any other party, to sell and assign the Mortgage Loans pursuant 
to the pooling and servicing agreement.                                         

     In the event of a breach of any representation or warranty in
respect of a Mortgage Loan that materially and adversely affects the interests  
of the certificateholders, the seller will be obligated, in accordance with the 
pooling and servicing agreement, to cure that breach, to repurchase the Mortgage
Loan at the purchase price or to substitute a qualified mortgage loan for the   
Mortgage Loan. See "Mortgage Loan Program--Representations by Seller;           
Repurchases" in the prospectus.                                                 

 SERVICING OF MORTGAGE LOANS

The Servicer                                                                    

         IndyMac Bank will act as servicer under the pooling and servicing
agreement (in such capacity, the "Servicer"). The principal executive offices of
the Servicer are located at 155 North Lake Avenue, Pasadena, California 91101.  
IndyMac Bank has been servicing mortgage loans since 1993 and servicing mortgage
loans directly (servicing without the use of a subservicer) since 1998. It is   
expected that on the closing date the Servicer will be the only entity servicing
the Mortgage Loans. As of the date of this prospectus supplement, IndyMac Bank  
is rated (x) by Fitch, "RPS2+" as a servicer of alt/A, prime and subprime       
mortgage loans, (y) by Moody's, "SQ2" as a primary servicer of prime and        
subprime first lien mortgage loans and "SQ3" as a special servicer and (z) by   
S&P, "above average/stable" as a primary servicer and "average/stable" as a     
master servicer and special servicer.                                           

            The Servicer will be responsible for servicing the Mortgage Loans in
accordance with the terms set forth in the pooling and servicing agreement      
employing the same degree of skill and care that it employs in servicing other  
mortgage loans comparable to the Mortgage Loans serviced by the Servicer for    
itself or others. The Servicer has agreed to represent and protect the interest 
of the trustee in the Mortgage Loans in the same manner as it currently protects
its own interest in mortgage loans in its own portfolio in any claim, proceeding
or litigation regarding a Mortgage Loan.                                        

            If any servicing transfer were to occur, there may be an increase in
delinquencies and defaults due to misapplied or lost payments, data input       
errors, system incompatibilities or otherwise. Although any increase in         
delinquencies is expected to be temporary, there can be no assurance as to the  
duration or severity of any disruption in servicing the applicable Mortgage     
Loans as a result of any servicing transfer. See also "Risk Factors--Bankruptcy 
or Insolvency May Affect the Timing and Amount of Distributions on the          
Certificates" in the prospectus.                                                

Foreclosure, Delinquency and Loss Experience                                    

          The delinquency, foreclosure and loss percentages set forth in the
tables below may be affected by the size and relative lack of seasoning of the  
master servicing and servicing portfolio. Delinquencies, foreclosures and losses
generally are expected to occur more frequently after the first full year of the
life of mortgage loans. Accordingly, because a large number of mortgage loans   
serviced by the Servicer have been recently originated, the current level of    
delinquencies, foreclosures and losses may not be representative of the levels  
that may be experienced over the lives of such mortgage loans. If the volume of 
IndyMac Bank's new loan originations and acquisitions declines, the levels of   
delinquencies, foreclosures and losses as percentages of the portfolio could    
rise significantly above the rates indicated in the tables.                     

            The foreclosure, delinquency and loss experience set forth below may
not be indicative of IndyMac Bank's foreclosure, delinquency and loss experience
for future periods. Accordingly, the information presented in the tables below  
(which includes mortgage loans with underwriting, payment and other             
characteristics that differ from those of the Mortgage Loans) should not be     
considered as a basis for assessing the likelihood, amount or severity of       
delinquency or losses on the Mortgage Loans, and no assurances can be given that
the foreclosure, delinquency and loss experience presented in these tables will 
be indicative of such experience on the Mortgage Loans in the future.           

          The following tables summarize (a) the delinquency and foreclosure
experience and (b) cumulative net losses, respectively, as of December 31, 2001,
December 31, 2002, December 31, 2003, December 31, 2004 and                     

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December 31, 2005 on approximately $8.90 billion, $8.99 billion, $7.26 billion, 
$16.15 billion and $37.99 billion, respectively, in outstanding principal       
balance of mortgage loans master serviced or serviced by IndyMac Bank and       
securitized by the depositor or CWMBS, Inc.                                     

                                                        [Enlarge/Download Table]

                                                         As of December 31,                
                                           ------------------------------------------------
                                            2001      2002      2003      2004       2005  
                                           ------    ------    ------    ------    --------
                                                                                           
Total Number of Conventional Mortgage                                                      
   Loans in Portfolio ...................  58,949    46,004    24,291    52,922    128,887 
Delinquent Mortgage Loans and Pending                                                      
   Foreclosures at Period End(1): .......                                                  
      30-59 days ........................    3.46%     2.54%     1.99%     1.37%      2.32%
      60-89 days ........................    0.88%     0.72%     0.48%     0.24%      0.38%
      90 days or more (excluding pending                                                   
         foreclosures) ..................    0.67%     0.52%     0.38%     0.19%      0.30%
                                           ------------------------------------------------
Total Delinquencies .....................    5.01%     3.78%     2.85%     1.80%      3.00%
Foreclosures pending ....................    1.84%     1.50%     1.21%     0.15%      0.06%
REOs ....................................    0.56%     0.59%     0.41%     0.03%      0.02%
                                           ------------------------------------------------
Total delinquencies, foreclosures pending                                                  
   and REOs .............................    7.41%     5.87%     4.47%     1.98%      3.08%

----------                                                                      
(1)   As a percentage of the principal balance.                                 

          IndyMac Bank does not write off mortgage loans of the type covered
by the registration statement of which this prospectus supplement forms a part  
until the loans are liquidated in a foreclosure sale or are otherwise disposed  
of (such as by a deed in lieu of foreclosure) in accordance with its guidelines 
for servicing delinquent mortgage loans and it has received all expected        
proceeds.                                                                       

                                                                [Download Table]

                                                     Cumulative                     
                                                   Stated Amount of                 
                                Cumulative Net    Securities Issued                 
                               Losses (Millions)     (Millions)      Loss (Ratio)(1)
                               -----------------  -----------------  ---------------
                                                                                    
As of December 31, 2001 ......    $    77.01        $   28,152.72        0.27%      
As of December 31, 2002 ......    $   100.03        $   33,498.95        0.30%      
As of December 31, 2003 ......    $   119.69        $   38,992.40        0.31%      
As of December 31, 2004 ......    $   128.92        $   52,479.30        0.25%      
As of December 31, 2005 ......    $   131.99        $   81,814.35        0.16%      

----------                                                                      
(1)   Loss Ratio represents cumulative net losses as a percentage of the        
aggregate amount of securities issued.                              

         Historically, a variety of factors, including the appreciation of
real estate values, has limited the Servicer's loss and delinquency experience  
on its portfolio of serviced mortgage loans. There can be no assurance that     
factors beyond the Servicer's control, such as national or local economic       
conditions or downturns in the real estate markets of its lending areas, will   
not result in increased rates of delinquencies and foreclosure losses in the    
future. For example, a general deterioration of the real estate market in       
regions where the mortgaged properties are located may result in increases in   
delinquencies of loans secured by real estate, slower absorption rates of real  
estate into the market and lower sales prices for real estate. A general        
weakening of the economy may result in decreases in the financial strength of   
borrowers and decreases in the value of collateral serving as collateral for    
loans. If the real estate market and economy continue to decline, the Servicer  
may experience an increase in delinquencies on the loans it services and higher 
net losses on liquidated loans.                                                 

Servicing Compensation and Payment of Expenses                                  

         The expense fees are payable out of the interest payments on each
Mortgage Loan. As of the Cut-off Date, the weighted average rate at which the   
expense fees accrue (referred to as the "expense fee rate") is equal to         
approximately 0.3765% per annum. The expense fees consist of (a) the servicing  
fee and (b) fees payable to the                                                 

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trustee in respect of its activities as trustee under the pooling and servicing 
agreement in an amount of 0.0015% per annum of the Stated Principal Balance of  
each Mortgage Loan. The servicing fee rate will be 0.3750% per annum. The       
Servicer is obligated to pay certain ongoing expenses associated with the       
issuing entity and incurred by the Servicer in connection with its              
responsibilities under the pooling and servicing agreement and those amounts    
will be paid by the Servicer out of its fee. The amount of the Servicer's       
servicing compensation is subject to adjustment with respect to prepaid mortgage
loans, as described in this prospectus supplement under "--Adjustment to        
Servicing Compensation in Connection with Certain Prepaid Mortgage Loans." The  
Servicer will also be entitled to receive late payment fees, assumption fees and
other similar charges. The Servicer will be entitled to receive all reinvestment
income earned on amounts on deposit in the collection account and the           
Certificate Account and the Distribution Account and Excess Proceeds with       
respect to the Mortgage Loans as described in this prospectus supplement under  
"Description of the Certificates--Fees and Expenses."                           

           The "adjusted net mortgage rate" of a Mortgage Loan is the Mortgage
Loan's Mortgage Rate minus the expense fee rate.                                

Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage
Loans                                                                           

      When a borrower prepays a Mortgage Loan between Due Dates, the
borrower is required to pay interest on the amount prepaid only to the date of  
prepayment and not thereafter. Similarly, if the Servicer purchases a Mortgage  
Loan as described in this prospectus supplement under "--Certain Modifications  
and Refinancings," the issuing entity is entitled to the interest paid by the   
borrower only to the date of purchase. Except with respect to the month of the  
Cut-off Date, principal prepayments by borrowers received by the Servicer from  
the first day through the fifteenth day of a calendar month will be distributed 
to certificateholders on the Distribution Date in the same month in which the   
prepayments on such Mortgage Loans are received and, accordingly, no shortfall  
in the amount of interest to be distributed to certificateholders with respect  
to the prepaid Mortgage Loans will result. Conversely, principal prepayments on 
such Mortgage Loans received by the Servicer from the sixteenth day (or, in the 
case of the first Distribution Date, from the Cut-off Date) through the last day
of a calendar month will be distributed to certificateholders on the            
Distribution Date in the month following the month of receipt and, accordingly, 
a shortfall in the amount of interest to be distributed to certificateholders   
with respect to such prepaid Mortgage Loans would result. To offset any interest
shortfall to certificateholders as a result of any prepayments, the Servicer    
will be required to reduce its servicing compensation, but the reduction for any
Distribution Date will be limited to an amount (the "Compensating Interest")    
equal to the product of                                                         

o     0.3750% multiplied by                             

o     one-twelfth multiplied by                         

          o     the aggregate Stated Principal Balance of the Mortgage Loans
as of the first day of the prior month.     

If shortfalls in interest as a result of prepayments in any month exceed the    
Compensating Interest for such month, the amount of interest to be distributed  
to certificateholders will be reduced by the amount of the excess and no amounts
will be due or paid with respect to such reduction on future Distribution Dates.
See "Description of the Certificates--Interest" in this prospectus supplement.  

Advances                                                                        

           Except as described below, the Servicer will be required to advance
prior to each Distribution Date from its own funds or funds in the Certificate  
Account that are not required to be distributed on that Distribution Date, an   
amount (referred to as an "advance") equal to                                   

           o     all of the payments of principal and interest on the Mortgage
           Loans due but delinquent as of the "Determination Date"
                (which  will be the 18th of the month or, if the 18th is not
               a business day, the next business day after the 18th day of
the month)                                  

minus                                       

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       o     the servicing fee for those Mortgage Loans for the period

plus                                        

         o     an amount equivalent to interest (net of the servicing fee)
                on each Mortgage Loan as to which the mortgaged property has
               been acquired by the issuing entity (through foreclosure or
deed-in-lieu of foreclosure).               

     Advances are intended to maintain a regular flow of scheduled
interest and principal distributions on the certificates rather than to         
guarantee or insure against losses. The Servicer is obligated to make advances  
with respect to delinquent payments of principal of or interest on each Mortgage
Loan only to the extent that advances made on that Mortgage Loan are, in its    
reasonable judgment, recoverable from future payments and collections or        
insurance payments or proceeds of liquidation of the related Mortgage Loan. If  
the Servicer determines on any Determination Date to make an advance, that      
advance will be included with the distribution to certificateholders on the     
related Distribution Date. Any failure by the Servicer to make a deposit in the 
Certificate Account as required under the pooling and servicing agreement,      
including any failure to make an advance, will constitute an event of default   
under the pooling and servicing agreement if such failure remains unremedied for
five days after written notice of such failure. If the Servicer is terminated as
a result of the occurrence of an event of default, the trustee or the successor 
servicer will be obligated to make any required advance, in accordance with the 
terms of the pooling and servicing agreement. An Advance will be reimbursed from
the payments on the Mortgage Loan with respect to which the Advance was made.   
However, if an Advance is determined to be nonrecoverable and the Servicer      
delivers an officer's certificate to the trustee indicating that the Advance is 
nonrecoverable, the Servicer will be entitled to withdraw from the Certificate  
Account an amount equal to the nonrecoverable Advance. Reimbursement for        
Advances and nonrecoverable Advances will be made prior to distributions on the 
certificates.                                                                   

Certain Modifications and Refinancings                                          

       The Servicer may modify any Mortgage Loan at the request of the
related mortgagor, provided that the Servicer purchases the Mortgage Loan from  
the issuing entity immediately preceding the modification. Any modification of a
Mortgage Loan may not be made unless the modification includes a change in the  
interest rate on the related Mortgage Loan to approximately a prevailing market 
rate. The Servicer attempts to identify mortgagors who are likely to refinance  
their Mortgage Loans (and therefore cause a prepayment in full) and inform them 
of the availability of the option of modification in lieu of refinancing.       
Mortgagors who are informed of this option are more likely to request a         
modification than mortgagors who are not so informed. Any purchase of a Mortgage
Loan subject to a modification will be for a price equal to 100% of the Stated  
Principal Balance of that Mortgage Loan, plus accrued and unpaid interest on the
Mortgage Loan up to the first day of the month in which the proceeds are to be  
distributed at the applicable adjusted net mortgage rate, net of any            
unreimbursed advances of principal and interest on the Mortgage Loan made by the
Servicer. The Servicer will deposit the purchase price in the Certificate       
Account within one business day of the purchase of that Mortgage Loan and the   
purchase price will be treated by the Servicer as a prepayment in full of the   
related Mortgage Loan, and will be distributed by the trustee in accordance with
the pooling and servicing agreement. Purchases of Mortgage Loans may occur when 
prevailing interest rates are below the interest rates on the Mortgage Loans and
mortgagors request modifications as an alternative to refinancings. The Servicer
will indemnify the issuing entity against liability for any prohibited          
transactions taxes and any interest, additions or penalties imposed on any REMIC
as a result of any modification or purchase.                                    

Default Management Services                                                     

         In connection with the servicing of defaulted Mortgage Loans, the
Servicer may perform certain default management and other similar services      
(including, but not limited to, appraisal services) and may act as a broker in  
the sale of mortgaged properties related to those Mortgage Loans. The Servicer  
will be entitled to reasonable compensation for providing those services, in    
addition to the servicing compensation described in this prospectus supplement. 

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 THE SPONSOR

          The sponsor is IndyMac Bank. The sponsor is the same entity as the
seller and the Servicer of the Mortgage Loans, and is the parent company of the 
depositor. The sponsor has been the sponsor of securitizations backed by        
residential mortgage loans since 1993. The following table describes the        
approximate volume of mortgage loan securitizations sponsored by IndyMac Bank   
since 2002.                                                                     

 Year                           Approximate Volume
------                          ------------------
2002                             $6.25 billion  
2003                             $5.78 billion  
2004                             $16.03 billion 
2005                             $31.37 billion 

           As the sponsor, IndyMac Bank originates and acquires mortgage loans
and initiates their securitization by transferring the mortgage loans to the    
depositor. The mortgage loans are then transferred to the issuing entity for the
related securitization. The sponsor works with underwriters and rating agencies 
in structuring their securitization transactions.                               

STATIC POOL DATA

            Certain static pool data with respect to the delinquency, cumulative
loss and prepayment data for IndyMac Bank is available on the internet at       
http://regab.indymacbank.com/. Each of these securitizations is unique, and the 
characteristics of each securitized mortgage pool varies from each other as well
as from the Mortgage Loans to be included in the issuing entity 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 securitizations is likely to not be indicative of the future performance  
of the Mortgage Loans.                                                          

         This static pool data is not deemed part of the prospectus or the
registration statement of which the prospectus is a part to the extent that the 
static pool data relates to:                                                    

         o     prior securitized pools of IndyMac Bank, F.S.B. that do not
               include the Mortgage Loans and that were established before
January 1, 2006; or                         

      o     in the case of information regarding the Mortgage Loans,
           information about the Mortgage Loans for periods before
January 1, 2006.                            

 THE DEPOSITOR

            The depositor is IndyMac MBS, Inc., a Delaware corporation that is a
limited purpose finance subsidiary of IndyMac Bank, F.S.B. Its address is 888   
East Walnut Street, Pasadena, California 91101-7211, and its telephone number is
(800) 669-2300. The depositor will not have any business operations other than  
securitizing mortgage assets and related activities.                            

THE ISSUING ENTITY

          In connection with the issuance of the certificates, the depositor
has formed IndyMac INDX Mortgage Loan Trust 2006-AR4, a common law trust created
under the laws of the State of New York pursuant to the pooling and servicing   
agreement. IndyMac INDX Mortgage Loan Trust 2006-AR4 is sometimes referred to in
this prospectus supplement as the "issuing entity" and the prospectus as the    
"trust" or the "trust fund." The trustee serves as trustee of the issuing entity
and acts on behalf of the issuing entity as the issuing entity does not have any
directors, officers or employees. The fiscal year end of the issuing entity is  
December 31.                                                                    

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           The issuing entity's activities are limited to the transactions and
activities entered into in connection with the securitization described in this 
prospectus supplement, and except for those activities, the issuing entity is   
not authorized and has no power to borrow money or issue debt, merge with       
another entity, reorganize, liquidate or sell assets or engage in any business  
or activities. Consequently, the issuing entity is not permitted to hold any    
assets, or incur any liabilities, other than those described in this prospectus 
supplement. Because the issuing entity is created pursuant to the pooling and   
servicing agreement, the issuing entity and its permissible activities can only 
be amended or modified by amending the pooling and servicing agreement.         

       Because the issuing entity is a common law trust, it may not be
eligible for relief under the federal bankruptcy laws, unless it can be         
characterized as a "business trust" for purposes of the federal bankruptcy laws.
Bankruptcy courts look at various considerations in making this determination,  
so it is not possible to predict with any certainty whether or not the trust    
would be characterized as a "business trust."                                   

 THE TRUSTEE

            Deutsche Bank National Trust Company ("DBNTC" or the "trustee") will
act as trustee, calculation agent and custodian. DBNTC is a national banking    
association which has an office in Santa Ana, California. DBNTC has previously  
been appointed to the role of trustee for numerous mortgage-backed transactions 
since 1991. As custodian, DBNTC will maintain the mortgage files in secure,     
fire-resistant facilities. DBNTC will not physically segregate the mortgage     
files in DBNTC's custody and the mortgage files will be kept in shared          
facilities. DBNTC's proprietary document tracking system will show the location 
within DBNTC's facilities of each mortgage file held by the trustee on behalf of
the trust. DBNTC has no legal proceeding that would materially affect its       
ability to perform its duties as trustee, calculation agent or custodian. DBNTC 
may perform certain of its obligations through one or more third party vendors. 
However, DBNTC will remain liable for the duties and obligations required of it 
under the pooling and servicing agreement. The depositor and the servicer may   
maintain other banking relationships in the ordinary course of business with    
DBNTC.                                                                          

            Offered certificates may be surrendered at the offices designated by
the trustee from time to time for such purposes, which as of the closing date is
of the trustee located at DB Services Tennessee, 648 Grassmere Park Rd.,        
Nashville, TN 37211-3658, Attention: Transfer Unit, or at any other address the 
trustee designates from time to time. Correspondence may be directed to the     
trustee at its corporate trust office located at 1761 East St. Andrew Place,    
Santa Ana, California 92705, Attention: Trust Administration IN06A4.            
Certificateholders may access monthly statements from the trustee's website.    
Certificateholders may obtain assistance in operating the website by calling the
trustee's investor relations desk at (800) 735-7777.                            

        In addition to the duties described elsewhere in this prospectus
supplement and the prospectus, the trustee will perform many services on behalf 
of the issuing entity pursuant to the pooling and servicing agreement. The      
trustee will be responsible for (x) calculating and paying principal and        
interest distributions to each certificateholder, (y) preparing and filing all  
income tax returns and (z) the preparation of monthly statements to             
certificateholders.                                                             

        The trustee will be liable for its own negligent action, its own
negligent failure to act or its own willful misconduct. However, the trustee    
will not be liable, individually or as trustee,                                 

          o     for an error of judgment made in good faith by a responsible
                officer of the trustee, unless it is finally proven that the
              trustee was negligent in ascertaining the pertinent facts,

         o     with respect to any action taken, suffered or omitted to be
                 taken by it in good faith in accordance with the direction of
               holders of Certificates evidencing not less than 25% of the
                  Voting Rights of the certificates relating to the time, method
         and place of conducting any proceeding for any remedy
              available to the trustee, or exercising any trust or power
              conferred upon the trustee under the pooling and servicing
agreement,                                  

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

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     o     for any loss on any investment of funds pursuant to the
                pooling and servicing agreement (other than as issuer of the
investment security).                       

       The trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, officer's certificate,    
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it in good faith to be genuine and to have been signed  
or presented by the proper party or parties.                                    

      The trustee and any successor trustee will, at all times, 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, having a combined capital and surplus of at least       
$50,000,000, subject to supervision or examination by federal or state authority
and with a credit rating that would not cause any of the Rating Agencies to     
reduce their respective ratings of any Class of Certificates below the ratings  
issued on the closing date (or having provided security from time to time as is 
sufficient to avoid the reduction). If the trustee no longer meets the foregoing
requirements, the trustee has agreed to resign immediately.                     

      The trustee may at any time resign by giving written notice of
resignation to the depositor, the Swap Counterparty, the Servicer and each      
Rating Agency not less than 60 days before the specified resignation date. The  
resignation will not be effective until a successor trustee has been appointed. 
If a successor trustee has not been appointed within 30 days after the trustee  
gives notice of resignation, the resigning trustee may petition any court of    
competent jurisdiction for the appointment of a successor trustee.              

          The depositor or the Servicer may remove the trustee and appoint a
successor trustee if:                                                           

     o     the trustee ceases to meet the eligibility requirements
                described above and fails to resign after written request to
       do so is delivered to the trustee by the depositor,

        o     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,

        o     a tax is imposed with respect to the issuing entity by any
               state in which the trustee or the issuing entity is located
         and the imposition of the tax would be avoided by the
appointment of a different trustee, or      

          o     during the period in which the depositor is required to file
                  reports under the Securities Exchange Act of 1934, as amended,
                the trustee fails to comply with its related obligations, as
     described in the pooling and servicing agreement.

           In addition, the holders of Certificates evidencing at least 51% of
the Voting Rights may at any time remove the trustee and appoint a successor    
trustee. Notice of any removal of the trustee shall be given to each Rating     
Agency by the successor trustee. The party initiating the removal of a trustee  
will bear any expense associated with the removal of the appointment of a new   
trustee.                                                                        

      Any resignation or removal of the trustee and appointment of a
successor trustee pursuant to any of the provisions described above will become 
effective upon acceptance of appointment by the successor trustee.              

      A successor trustee will not be appointed unless the successor
trustee meets the eligibility requirements described above and its appointment  
does not adversely affect the then-current ratings of the certificates.         

THE SWAP COUNTERPARTY AND THE CAP COUNTERPARTY

            IXIS Financial Products Inc. ("IXIS FP"), a Delaware corporation, is
a wholly-owned subsidiary of IXIS Capital Markets North America Inc., which is a
subsidiary of IXIS Corporate & Investment Bank ("IXIS CIB"), a French bank      
organized as a societe anonyme. IXIS FP trades in U.S. Treasury and             
mortgage-backed securities, municipal bonds and other fixed-income instruments, 
derivatives and other structured products and participates in                   

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other financing activities in the capital markets. IXIS FP changed its name from
CDC Financial Products Inc. in November 2004.                                   

          IXIS FP has long-term debt ratings from S&P and Moody's of AAA and
Aaa, respectively, and short-term debt ratings from S&P and Moody's of A-1+ and 
P-1, respectively, with respect to its obligations that are entered into on or  
before January 23, 2007 with a scheduled maturity date on or before January 23, 
2017, based upon a guarantee of its obligations by IXIS CIB with recourse to    
Caisse des Depots et Consignations. IXIS FP has long-term debt ratings from S&P 
and Moody's of AA and Aa2, respectively, with respect to its obligations that   
are entered into either (i) on or before January 23, 2007 with a scheduled      
maturity date after January 23, 2017 or (ii) after January 23, 2007 regardless  
of the scheduled maturity date, based upon a guarantee of its obligations by    
IXIS CIB with no recourse to Caisse des Depots et Consignations. IXIS CIB has   
long-term debt ratings from S&P, Moody's and Fitch of AAA, Aaa and AAA,         
respectively, and short-term debt ratings from S&P, Moody's and Fitch of A-1+,  
P-1 and F1+, respectively, with respect to its obligations that have recourse to
Caisse des Depots et Consignations. IXIS CIB has long-term debt ratings from    
S&P, Moody's and Fitch of AA, Aa2 and AA, respectively, with respect to its     
obligations that do not have recourse to Caisse des Depots et Consignations.    
IXIS CIB changed its name from CDC IXIS Capital Markets in November 2004.       

          IXIS CIB is a subsidiary of Caisse Nationale des Caisses d'Epargne
et de Prevoyance ("CNCEP"), a French bank organized as a societe anonyme a      
directoire et conseil de surveillance. CNCEP is a credit institution, licensed  
as a bank.                                                                      

            Caisse des Depots et Consignations is a special national legislative
public entity of the Republic of France which operates under the supervision of 
an independent supervisory board composed of representatives of the French      
Parliament, magistrates, the director of the French Treasury and the Governor of
Banque de France, the French central bank.                                      

           IXIS Capital Markets North America Inc. will provide without charge
a copy of the most recent publicly available annual report of IXIS Capital      
Markets North America Inc., IXIS CIB, CNCEP and Caisse des Depots et            
Consignations. Written requests should be directed to David L. Askren, Corporate
Secretary, IXIS Capital Markets North America Inc., 9 West 57th Street, New     
York, New York 10019; telephone (212) 891-6152.                                 

        IXIS FP has not participated in the preparation of this offering
document and has not reviewed and is not responsible for any information        
contained herein, other than the information contained in the immediately       
preceding five paragraphs.                                                      

       Based upon a reasonable good faith estimate of maximum probable
exposure, the significance percentage of each of the corridor contracts and the 
swap contract, as well as the corridor contracts and the swap contract in the   
aggregate, is less than 10%. The "significance percentage" for (x) the Swap     
Contract is the percentage that the significance estimate of the Swap Contract  
represents of the aggregate Class Certificate Balance of the Offered            
Certificates, (y) the Corridor Contract is the percentage that the significance 
estimate of the Corridor Contract represents of the Class Certificate Balance of
the Class A1-A Certificates and (z) the Swap Contract and the Corridor Contract 
in the aggregate is the percentage that the significance estimate of the Swap   
Contract and the Corridor Contracts represents of the aggregate Class           
Certificate Balance of the Offered Certificates. The "significance estimate" of 
the Swap Contract is determined based on a reasonable good-faith estimate of the
maximum probable exposure of the Swap Contract and/or Corridor Contract, as     
applicable, made in substantially the same manner as that used in IndyMac Bank's
internal risk management process in respect of similar instruments.             

 DESCRIPTION OF THE CERTIFICATES

General                                                                         

   The certificates will be issued pursuant to the pooling and
servicing agreement. The following sections of this prospectus supplement are   
summaries of the material terms of the certificates and the pooling and         
servicing agreement pursuant to which the certificates will be issued. They do  
not purport to be complete, however, and are subject to, and are qualified in   
their entirety by reference to, the provisions of the pooling and servicing     
agreement.                                                                      

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When particular provisions or terms used in the pooling and servicing agreement 
are referred to, the actual provisions (including definitions of terms) are     
incorporated by reference. We will file a final copy of the pooling and         
servicing agreement after the issuing entity issues the certificates. The       
certificates and will represent undivided beneficial ownership interests in the 
issuing entity only and do not represent an interest in or obligation of IndyMac
MBS, Inc., IndyMac Bank, F.S.B. or any of their affiliates. In addition, the    
LIBOR Certificates will represent undivided beneficial ownership interests in a 
trust referred to as the swap trust, the primary assets of which will be the    
swap trust's rights under the swap contract referred to in this prospectus      
supplement.                                                                     

            The Mortgage Pass-Through Certificates, Series 2006-AR4 will consist
of the Class A1-A, Class A1-B, Class A1-C, Class A2-A, Class M-1, Class M-2,    
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class P, Class
C and Class R Certificates. Only the classes of certificates listed on the cover
page are offered by this prospectus supplement. The Class P, Class C and Class R
Certificates (all of which are together referred to as the "private             
certificates") are not offered by this prospectus supplement.                   

   When describing the Offered Certificates in this prospectus
supplement, we use the following terms:                                         

                                                        [Enlarge/Download Table]

        Designation                                Classes of Certificates                        
-------------------------  -----------------------------------------------------------------------
                                                                                                  
   Senior Certificates          Class A1-A, Class A1-B, Class A1-C and Class A2-A Certificates    

Subordinated Certificates  Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
                                                M-7 and Class M-8 Certificates                    

    LIBOR Certificates              Senior Certificates and the Subordinated Certificates         

   Offered Certificates                               LIBOR Certificates                          

The certificates are generally referred to as the following types:              

Class                                     Type        
-------------------------------  -----------------------------------------------
Class A1-A Certificates:         Senior/ Floating Pass-Through Rate/Super Senior

Class A1-B Certificates:            Senior/ Floating Pass-Through Rate/Support  

Class A1-C Certificates:            Senior/ Floating Pass-Through Rate/Support  

Class A2-A Certificates:         Senior/ Floating Pass-Through Rate/Pass-Through

Subordinated Certificates:           Subordinate/ Floating Pass-Through Rate    

Class P Certificates:                           Prepayment Charges              

Class C Certificates:                                Residual                   

Class R Certificates:                             REMIC Residual                

        The Class C, Class P and Class R Certificates are not offered by
this prospectus supplement. The private certificates will not bear interest. The
Class P Certificates will be entitled to all prepayment charges received in     
respect of the Mortgage Loans and such amounts will not be available for        
distribution to the holders of the Offered Certificates and the other private   
certificates. Any information presented in this prospectus supplement with      
respect to the private certificates is provided only to permit a better         
understanding of the Offered Certificates. The initial Class Certificate        
Balances are set forth in the "Summary--Description of the Certificates" in this
prospectus supplement.                                                          

          The "Class Certificate Balance" of any class of certificates as of
any Distribution Date is the initial Class Certificate Balance of that class    
reduced by the sum of                                                           

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           o     all amounts previously distributed to holders of certificates
of that class as distributions of principal,

           o     the amount of Applied Realized Loss Amounts allocated to that
class, and                                  

and, increased by                                                               

            o     the amount of Net Deferred Interest allocated to that class of
certificates;                               

provided, however, to the extent Applied Realized Loss Amounts have been        
allocated to the Class Certificate Balance of any class of Offered Certificates,
its Class Certificate Balance will be increased on each Distribution Date       
sequentially by class in the order of distribution priority by the amount of    
Subsequent Recoveries (if any) on the Mortgage Loans collected during the period
beginning on the second day of the calendar month preceding the calendar month  
in which that Distribution Date occurs and ending on the Due Date in the month  
in which that Distribution Date occurs (but not by more than the amount of the  
Unpaid Realized Loss Amount for that class). After such allocation, a           
corresponding decrease will be made on that Distribution Date to the Unpaid     
Realized Loss Amount for any class that had its Class Certificate Balance       
increased by such allocation of Subsequent Recoveries.                          

    Although Subsequent Recoveries, if any, will be allocated to
increase the Class Certificate Balance of a class of Offered Certificates, as   
described above, such Subsequent Recoveries will be included in the Principal   
Remittance Amount and will be distributed in the priority set forth below under 
"Distributions--Distributions of Principal," and therefore such Subsequent      
Recoveries may not to be used to make any principal distributions on the class  
or classes of certificates for which the Class Certificate Balances have been   
increased by allocation of Subsequent Recoveries as described above.            
Additionally, holders of those certificates will not be entitled to any payment 
in respect of interest that would have accrued on the amount of the increase in 
Class Certificate Balance for any interest accrual period preceding the         
Distribution Date on which such increase occurs.                                

    If the Overcollateralized Amount is zero and a Mortgage Loan
experiences a Realized Loss, the Class Certificate Balance of the class of      
Subordinated Certificates then outstanding with the highest numerical class     
designation will be reduced if and to the extent that the aggregate of the Class
Certificate Balances of the Offered Certificates, following all distributions on
any Distribution Date, exceeds the aggregate Stated Principal Balance of the    
Mortgage Loans as of the Due Date occurring in the month of the Distribution    
Date (after giving effect to unscheduled receipts of principal in the Prepayment
Period related to that Due Date). Additionally, if the aggregate Class          
Certificate Balance of the Subordinated Certificates is reduced to zero as a    
result of the allocation of Realized Losses, any additional Realized Losses on  
the Mortgage Loans will then reduce the Class Certificate Balances of the Senior
Certificates, concurrently, as follows: (A) sequentially, to the Class A1-C,    
Class A1-B and Class A1-A Certificates, in that order, until their respective   
Class Certificate Balances are reduced to zero, and (B) to the Class A2-A       
Certificates, until its Class Certificate Balance is reduced to zero.           

Book-Entry Certificates                                                         

     The Offered Certificates will be book-entry certificates (the
"Book-Entry Certificates"). Persons acquiring beneficial ownership interests in 
the Book-Entry Certificates ("Certificate Owners") may elect to hold their      
Book-Entry Certificates through The Depository Trust Company ("DTC") in the     
United States, or, upon request, through Clearstream, Luxembourg (as defined in 
this prospectus supplement) or the Euroclear System ("Euroclear") in Europe, if 
they are participants of such systems, or indirectly through organizations that 
are participants in such systems. The Book-Entry Certificates will be issued in 
one or more certificates that equal the aggregate Class Certificate Balance of  
the Offered Certificates and will initially be registered in the name of Cede & 
Co., the nominee of DTC. Clearstream, Luxembourg and Euroclear will hold omnibus
positions on behalf of their participants through customers' securities accounts
in Clearstream Banking's and Euroclear's names on the books of their respective 
depositaries which in turn will hold such positions in customers' securities    
accounts in the depositaries' names on the books of DTC. Citibank, N.A. will act
as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank will act as   
depositary for Euroclear (in such capacities, individually the "Relevant        
Depositary" and collectively the "European Depositaries"). Investors may hold   
such beneficial interests in the Book-Entry Certificates in minimum             
denominations representing Class Certificate Balances of $25,000 and integral   
multiples of $1 in excess thereof. Except as described below, no person         
acquiring a Book-Entry Certificate will be                                      

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entitled to receive a physical certificate representing such offered            
certificate (a "Definitive Certificate"). Unless and until Definitive           
Certificates are issued, it is anticipated that the only Certificateholder of   
the Offered Certificates will be Cede & Co., as nominee of DTC. Certificate     
Owners will not be Certificateholders as that term is used in the pooling and   
servicing agreement. Certificate Owners are only permitted to exercise their    
rights indirectly through the participating organizations that utilize the      
services of DTC, including securities brokers and dealers, banks and trust      
companies and clearing corporations and certain other organizations             
("Participants") and DTC.                                                       

          The Certificate 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 (each, a "Financial Intermediary") that maintains  
the Certificate 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 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 Certificate Owner's Financial Intermediary is not a Participant and on the  
records of Clearstream, Luxembourg or Euroclear, as appropriate).               

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

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

           Because of time zone differences, credits of securities received in
Clearstream, Luxembourg or Euroclear as a result of a transaction with a        
Participant will be made during, subsequent securities settlement processing and
dated the business day following, the DTC settlement date. Such credits or any  
transactions in such securities, settled during such processing will be reported
to the relevant Euroclear or Clearstream, Luxembourg Participants on such       
business day. Cash received in Clearstream, Luxembourg or Euroclear, as a result
of sales of securities by or through a Clearstream, Luxembourg Participant or   
Euroclear Participant to a Participant, will be received with value on the DTC  
settlement date but will be available in the relevant Clearstream, Luxembourg or
Euroclear cash account only as of the business day following settlement in DTC. 
For information with respect to tax documentation procedures, relating to the   
Offered Certificates, see "Material Federal Income Tax Consequences -- Tax      
Treatment of Foreign Investors" in the prospectus and "Global, Clearance,       
Settlement And Tax Documentation Procedures -- Material U.S. Federal Income Tax 
Documentation Requirements" in Annex I to this prospectus supplement.           

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

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

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

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

         Further to the merger, the Board of Directors of New Clearstream,
Luxembourg International decided to re-name the companies in the group in order 
to give them a cohesive brand name. The new brand name that was chosen is       
"Clearstream" With effect from January 14, 2000 New CI has been renamed         
"Clearstream International, societe anonyme." On January 18, 2000, Cedelbank was
renamed "Clearstream Banking, societe anonyme" and Clearstream, Luxembourg      
Global Services was renamed "Clearstream Services, societe anonyme."            

          On January 17, 2000 DBC was renamed "Clearstream Banking AG." This
means that there are now two entities in the corporate group headed by          
Clearstream International which share the name "Clearstream Banking," the entity
previously named "Cedelbank" and the entity previously named "Deutsche Borse    
Clearing AG."                                                                   

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

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Operator of the Euroclear System (the "Euroclear Operator") in Brussels to      
facilitate settlement of trades between Clearstream, Luxembourg and the         
Euroclear Operator.                                                             

            Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions       
between Euroclear Participants through simultaneous electronic book-entry       
delivery against payment, thereby eliminating the need for physical movement of 
certificates and any risk from lack of simultaneous transfers of securities and 
cash. Transactions may now be settled in any of 32 currencies, including United 
States dollars. Euroclear includes various other services, including securities 
lending and borrowing and interfaces with domestic markets in several countries 
generally similar to the arrangements for cross-market transfers with DTC       
described above. Euroclear is operated by the Brussels, Belgium office of the   
Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a     
Belgian cooperative corporation (the "Cooperative"). All operations are         
conducted by the Euroclear Operator, and all Euroclear securities clearance     
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,  
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf 
of Euroclear Participants. Euroclear Participants include banks (including      
central banks), securities brokers and dealers and other professional financial 
intermediaries. Indirect access to Euroclear is also available to other firms   
that clear through or maintain a custodial relationship with a Euroclear        
Participant, either directly or indirectly.                                     

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

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

         Distributions on the Book-Entry Certificates will be made on each
Distribution Date by the trustee to DTC. DTC will be responsible for crediting  
the amount of such payments to the accounts of the applicable Participants in   
accordance with DTC's normal procedures. Each Participant will be responsible   
for disbursing such payments to the Certificate Owners 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 Certificate Owners 
that it represents.                                                             

         Under a book-entry format, Certificate Owners may experience some
delay in their receipt of payments, since such payments will be forwarded by the
trustee to Cede & Co. Distributions with respect to Offered Certificates held   
through Clearstream, Luxembourg or Euroclear will be credited to the cash       
accounts of Clearstream, Luxembourg Participants or Euroclear Participants in   
accordance with the relevant system's rules and procedures, to the extent       
received by the Relevant Depositary. Such distributions will be subject to tax  
reporting in accordance with relevant United States tax laws and regulations.   
See "Material Federal Income Tax Consequences -- Tax Treatment of Foreign       
Investors" and "Miscellaneous Tax Aspects -- Backup Withholding" in the         
prospectus. Because DTC can only act on behalf of Financial Intermediaries, the 
ability of a Certificate Owner to pledge Book-Entry Certificates to persons or  
entities that do not participate in the depository 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 issuing entity provided by the
trustee to Cede & Co., as nominee of DTC, may be made available to Certificate  
Owners upon request, in accordance with the DTC Rules and the rules, regulations
and procedures creating and affecting the Relevant Depositary, and to the       
Financial Intermediaries to whose DTC accounts the Book-Entry Certificates of   
such Certificate Owners are credited.                                           

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

        Definitive Certificates will be issued to Certificate Owners, or
their nominees, rather than to DTC, only if (a) DTC or the depositor advises the
trustee in writing that DTC is no longer willing, qualified or able to discharge
properly its responsibilities as nominee and depositary with respect to the     
Book-Entry Certificates and the depositor or the trustee is unable to locate a  
qualified successor, or (b) after the occurrence of an event of default under   
the pooling and servicing agreement), beneficial owners having not less than 51%
of the Voting Rights evidenced by the Offered Certificates advise the trustee   
and DTC through the Financial Intermediaries and the Participants in writing    
that the continuation of a book-entry system through DTC (or a successor        
thereto) is no longer in the best interests of beneficial owners of such class. 

 Upon the occurrence of any of the events described in the
immediately preceding paragraph, the trustee will be required to notify all     
beneficial owners of the occurrence of such event and the availability through  
DTC of Definitive Certificates. Upon surrender by DTC of the global certificate 
or certificates representing the Book-Entry Certificates and instructions for   
re-registration, the trustee will issue Definitive Certificates, and thereafter 
the trustee will recognize the holders of such Definitive Certificates as       
holders of the related Offered Certificates under the pooling and servicing     
agreement.                                                                      

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

Payments on Mortgage Loans; Accounts                                            

     On or before the closing date, the Servicer will establish an
account (the "Certificate Account"), which will be maintained in trust for the  
benefit of the certificateholders. The Servicer will deposit or cause to be     
deposited in the Certificate Account all amounts required to be deposited in it 
under the pooling and servicing agreement. The Servicer may withdraw funds from 
the Certificate Account for purposes set forth in the pooling and servicing     
agreement. See "Payments on Mortgage Assets--Deposits to Certificate Account" in
the prospectus. On or before the closing date, the trustee will establish an    
account (the "Distribution Account"), which will be maintained with the trustee 
in trust for the benefit of the certificateholders. On or prior to the business 
day immediately preceding each Distribution Date, the Servicer will withdraw    
from the Certificate Account the amount of the Interest Remittance Amount and   
the Principal Remittance Amount for that Distribution Date and the prepayment   
charges and will deposit such amounts in the Distribution Account. The holders  
of the Class P Certificates will be entitled to all prepayment charges received 
on the Mortgage Loans and such amounts will not be available for distribution to
the holders of the other certificates. There is no independent verification of  
the transaction accounts or the transaction activity with respect to the        
Distribution Account.                                                           

     Prior to each Determination Date, the Servicer is required to
provide the trustee a report containing the data and information concerning the 
Mortgage Loans that is required by the trustee to prepare the monthly statement 
to certificateholders for the related Distribution Date. See "The Trustee" in   
this prospectus supplement. The trustee is not responsible for recomputing,     
recalculating or verifying the information provided to it by the Servicer in    
that report and will be permitted to conclusively rely on any information       
provided to it by the Servicer.                                                 

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The Swap Account and the Cap Account                                            

            The Swap Trustee, in its capacity as trustee of the Swap Trust, will
establish and maintain a swap account (the "Swap Account") on behalf of the     
holders of the LIBOR Certificates and the Swap Counterparty. With respect to    
each Distribution Date, the Trustee will deposit into the Swap Account any      
portion of the Interest Funds for that Distribution Date (and, if necessary, any
portion of the Principal Remittance Amount for that Distribution Date) that     
are to be remitted to the Swap Trustee for payment to the Swap Counterparty, as 
well as any amounts received from the Swap Trustee in respect of the Swap       
Contract, each as described below under "-- The Swap Contract." With respect to 
each Distribution Date, following the deposits to the Swap Account described in 
the preceding sentence, the Trustee will make a corresponding withdrawal from   
the Swap Account for remittance to the Swap Trustee or distribution to the      
holders of the LIBOR Certificates, as the case may be depending on whether a Net
Swap Payment is due to the Swap Counterparty or from the Swap Counterparty, as  
described below under "-- The Swap Contract."                                   

          The Cap Trustee, in its capacity as trustee of the Cap Trust, will
establish and maintain a cap account (the "Cap Account") on behalf of the       
holders of the Class A1-A Certificates. With respect to each Distribution Date, 
the Cap Trustee will make a withdrawal from the Cap Account for remittance to   
the Trustee for distribution to the holders of the Class A1-A Certificates, as  
the case may be, as described below under "-- The Swap Contract."               

Investments of Amounts Held in Accounts                                         

            The Certificate Account. All funds in the Certificate Account may be
invested in permitted investments at the direction of the Servicer. All income  
and gain net of any losses realized will be for the benefit of the Servicer as  
additional servicing compensation and will be remitted to it monthly as         
described herein.                                                               

       The amount of any losses incurred in the Certificate Account in
respect of the investments will be deposited by the Servicer in the Certificate 
Account out of the Servicer's own funds immediately as realized. The trustee    
will not be liable for the amount of any loss incurred in respect of any        
investment or lack of investment of funds held in the Certificate Account and   
made in accordance with the pooling and servicing agreement.                    

          The Distribution Account, Swap Account and Carryover Reserve Fund.
Funds in the Distribution Account, Swap Account, Cap Account and Carryover      
Reserve Fund will not be invested.                                              

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Fees and Expenses                                                               

      The following summarizes the related fees and expenses to be paid from the
assets of the issuing entity and the source of payments for the fees and        
expenses:                                                                       

                                                        [Enlarge/Download Table]

  Type / Recipient (1)                  Amount                General Purpose            Source (2)               Frequency 
------------------------  ---------------------------------  ----------------  -------------------------------  ------------
                                                                                                                            
Fees                                                                                                                        

Servicing Fee / Servicer  0.375% per annum of the Stated     Compensation      Interest collected with respect       Monthly
                          Principal Balance of each                            to each Mortgage Loan and any                
                          Mortgage Loan (3)                                    Liquidation Proceeds or                      
                                                                               Subsequent Recoveries that are               
                                                                               allocable to accrued and unpaid              
                                                                               interest (4)                                 

Additional Servicing      o     All late payment fees,       Compensation      Payments made by obligors with   Time to time
Compensation / Servicer      assumption fees and other                         respect to the Mortgage Loans                
                             similar charges (excluding                                                                     
                             prepayment charges)                                                                            

                          o     All investment income        Compensation      Investment income related to          Monthly
                             earned on amounts on deposit                      the Certificate Account and the              
                             in the Certificate Account.                       Distribution Account                         

                          o     Excess Proceeds (5)          Compensation      Liquidation Proceeds and         Time to time
                                                                               Subsequent Recoveries                        

Trustee Fee / Trustee     0.0015% per annum of the Stated    Compensation      Interest Remittance Amount            Monthly
                          Principal Balance of each                                                                         
                          Mortgage Loan                                                                                     
Expenses                                                                                                                    

Insurance expenses /      Expenses incurred by the Servicer  Reimbursement of  To the extent the expenses are   Time to time
Servicer                                                     Expenses          covered by an insurance policy               
                                                                               with respect to the Mortgage                 
                                                                               Loan                                         

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                                                        [Enlarge/Download Table]

   Type / Recipient (1)                 Amount                General Purpose             Source (2)               Frequency 
------------------------  ---------------------------------  -----------------  -------------------------------  ------------
                                                                                                                             
MTA/LIBOR Swap            Net Swap Payment to the Swap       To limit Net Rate  Swap Contract                    When LIBOR  
                          Counterparty                       Carryovers                                          is less than
                                                                                                                 MTA plus a  
                                                                                                                 fixed margin

Servicing Advances /      To the extent of funds available,  Reimbursement of   With respect to each Mortgage    Time to time
Servicer                  the amount of any Servicing        Expenses           Loan, late recoveries of                     
                          Advances.                                             the payments of the costs and                
                                                                                expenses, Liquidation Proceeds,              
                                                                                Subsequent Recoveries, purchase              
                                                                                proceeds or repurchase proceeds              
                                                                                for that Mortgage Loan (6)                   

Indemnification expenses  Amounts for which the seller, the  Indemnification    Amounts on deposit on the        Time to time
/ the Seller, the         Servicer and the depositor are                        Certificate Account on any                   
Servicer and the          entitled to indemnification (7)                       Distribution Account Deposit                 
Depositor                                                                       Date, following the transfer to              
                                                                                the Distribution Account                     

(1)   If the trustee succeeds to the position of Servicer, it will be entitled  
   to receive the same fees and expenses of the Servicer described in this
   prospectus supplement. Any change to the fees and expenses described in
    this prospectus supplement would require an amendment to the pooling and
  servicing agreement. See "The Pooling and Servicing Agreement" in this
prospectus supplement.                                              

(2)   Unless otherwise specified, the fees and expenses shown in this table are 
paid (or retained by the Servicer in the case of amounts owed to the
Servicer) prior to distributions on the certificates.               

(3)   The amount of the monthly Servicing Fee is subject to adjustment with     
    respect to Mortgage Loans that are prepaid in full, as described in this
      prospectus supplement under "Servicing of the Mortgage Loans -- Adjustment
to Servicing Fee in Connection with Certain Prepaid Mortgage Loans."

(4)   The Servicing Fee is payable from interest collections on the Mortgage    
Loans, but may be paid from any other amounts on deposit in the     
    Certificate Account, if interest collections are insufficient to pay the
Servicing Fee.                                                      

(5)   "Excess Proceeds" with respect to a liquidated Mortgage Loan means the    
amount, if any, by which the sum of any net liquidation proceeds and
    Subsequent Recoveries exceed the sum of (i) the unpaid principal balance
   of the Mortgage Loan plus (ii) accrued interest on the Mortgage Loan at
      the Mortgage Rate during each Due Period as to which interest was not paid
or advanced on the Mortgage Loan.                                   

(6)   Reimbursement of Servicing Advances for a Mortgage Loan is limited to the 
  late recoveries of the payments of the costs and expenses, Liquidation
     Proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds
for that Mortgage Loan.                                             

(7)   Each of the seller, the Servicer, the trustee and the depositor are       
entitled to indemnification of certain expenses as described in this
    prospectus supplement under "-- Certain Matters Related to the Servicer,
the Depositor and the Seller."                                      

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Distributions                                                                   

            Distributions on the certificates will be made by the trustee on the
25th day of each month or, if such day is not a business day, on the first      
business day thereafter, commencing in April 2006 (each, a "Distribution Date"),
to the persons in whose names such certificates are registered at the close of  
business on the Record Date. The "Record Date" for (a) the LIBOR Certificates,  
as long as these certificates are Book-Entry Certificates, is the business day  
immediately prior to that Distribution Date and (b) any Definitive Certificates 
is the last business day of the month immediately preceding the month of that   
Distribution Date.                                                              

            Distributions on each Distribution Date will be made by check mailed
to the address of the person entitled thereto as it appears on the 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 such certificateholder
at a bank or other depository institution having appropriate wire transfer      
facilities; provided, however, that the final distribution in retirement of the 
certificates will be made only upon presentment and surrender of such           
certificates at the corporate trust office of the trustee.                      

           On each Distribution Date, the Trustee will withdraw all prepayment
charges in the Distribution Account and distribute them to the Class P          
Certificates.                                                                   

           The "Interest Remittance Amount" for any Distribution Date is equal
to:                                                                             

(a)   the sum, without duplication, of:     

                   (1)   all interest on the Mortgage Loans due on the
            related Due Date and received on or prior to the related
Determination Date, less the Servicing Fees,

                        (2)   all interest on prepayments on the Mortgage Loans,
other than Prepayment Interest Excess,      

                     (3)   all Advances relating to interest in respect of
the Mortgage Loans,                         

                (4)   amounts paid by the Servicer in respect of
Compensating Interest, and                  

                (5)   liquidation proceeds on the Mortgage Loans
                received during the related Prepayment Period (to the extent
  such liquidation proceeds relate to interest),

minus                                       

                (b)   all Advances in respect of the Mortgage Loans relating
       to interest and certain expenses reimbursed since the prior Due
Date,                                                   

plus                                        

               (c)   the lesser of (i) the Principal Prepayment Amount for
  that Distribution Date and (ii) Deferred Interest for that
Distribution Date.                                      

            The "Principal Remittance Amount" for any Distribution Date is equal
to:                                                                             

(a)   the sum, without duplication, of:     

                (1)   the principal collected or advanced on the
        Mortgage Loans with respect to the related Due Date,

                     (2)   the Net Prepayments for that Distribution Date;

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                        (3)   the Stated Principal Balance of each Mortgage Loan
          that was repurchased by the seller or purchased by the
               Servicer with respect to that Distribution Date (other than
           Mortgage Loans repurchased due to a rate modification);

                       (4)   any Substitution Adjustment Amounts in respect of
Mortgage Loans, and                         

                     (5)   all liquidation proceeds in respect of Mortgage
             Loans (to the extent such liquidation proceeds related to
          principal) and all Subsequent Recoveries in respect of
                Mortgage Loans received during the related Prepayment Period

minus                                       

               (b)   all non-recoverable Advances relating to principal on
          the Mortgage Loans and certain expenses reimbursed since the prior
Due Date.                                               

            "Prepayment Interest Excess" means with respect to any Mortgage Loan
and principal prepayment received by the Servicer from the first day through the
fifteenth day of any calendar month (other than the calendar month in which the 
Cut-off Date occurs), all amounts paid by the related mortgagor in respect of   
interest on such principal prepayment.                                          

Interest                                                                        

           General. On each Distribution Date, the interest distributable with
respect to the Offered Certificates is the interest which has accrued on their  
Class Certificate Balances immediately prior to that Distribution Date at the   
then applicable Pass-Through Rate during the applicable Interest Accrual Period 
and any Interest Carry Forward Amount.                                          

            The Pass-Through Rates for the LIBOR Certificates are variable rates
that may change from Distribution Date to Distribution Date. Additionally, the  
Pass-Through Rates for the LIBOR Certificates are subject to increase after the 
Optional Termination Date. On each Distribution Date, the Pass-Through Rate for 
each class of LIBOR Certificates will be subject to the Net Rate Cap. If on any 
Distribution Date, the Pass-Through Rate for a class of LIBOR Certificates is   
based on the Net Rate Cap, each holder of the applicable certificates will be   
entitled to receive the resulting shortfall only from remaining excess cashflow 
(if any) to the extent described in this prospectus supplement under "--        
Overcollateralization Provisions," from payments under the Corridor Contract, in
the case the Class A1-A Certificates, and from payments (if any) allocated to   
the issuing entity in respect of the Swap Contract that is available for that   
purpose.                                                                        

         Distributions of Interest Funds. On each Distribution Date (or in
the case of payments to the Swap Counterparty, the Business Day prior to each   
Distribution Date), the Interest Funds for that Distribution Date are required  
to be distributed in the following priority, until such Interest Funds have been
fully distributed:                                                              

         first, to the swap account the amount of any Net Swap Payment and
any Swap Termination Payment payable to the Swap Counterparty with respect to   
that Distribution Date (including amounts remaining unpaid from previous        
Distribution Dates);                                                            

          second, to each class of Senior Certificates, the Current Interest
and Interest Carry Forward Amount for each of those classes and that            
Distribution Date, pro rata, based on the amount of interest each class is      
entitled to receive on that Distribution Date; provided, however, that if funds 
available are insufficient to pay such amount, any resulting shortfalls will be 
allocated pro rata on the basis of Current Interest and Interest Carry Forward  
Amounts due such classes on that Distribution Date; and                         

          third, sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that order, 
the Current Interest and Interest Carry Forward Amount for each such class and  
that Distribution Date; and                                                     

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       fourth, for application as part of the Excess Cashflow for that
Distribution Date, as described under "Overcollateralization" below, any such   
Interest Funds remaining undistributed for that Distribution Date.              

     Pass-Through Rates. The classes of certificates will have the
respective pass through rates described below (each, a "Pass-Through Rate").    

LIBOR Certificates.                                     

          The Pass-Through Rate with respect to each Interest Accrual Period
and each class of LIBOR Certificates will be a per annum rate equal to the      
lesser of:                                                                      

          (1)   One-Month LIBOR for that Interest Accrual Period (calculated
as described below under "-- Calculation of One-Month LIBOR") plus the          
Pass-Through Margin for that class and Accrual Period, and                      

         (2)   the Net Rate Cap for that class for that Distribution Date.

            The "Pass-Through Margin" for each class of LIBOR Certificates is as
follows:                                                                        

Class of LIBOR Certificates              Pass-Through Margin      
---------------------------            ------------------------   
                                    (1)                (2)
                                    ------            ------
Class A1-A                             0.210%            0.420%   
Class A1-B                             0.300%            0.600%   
Class A1-C                             0.340%            0.680%   
Class A2-A                             0.250%            0.500%   
Class M-1                              0.420%            0.630%   
Class M-2                              0.440%            0.660%   
Class M-3                              0.470%            0.705%   
Class M-4                              0.700%            1.050%   
Class M-5                              0.800%            1.200%   
Class M-6                              1.750%            2.625%   
Class M-7                              1.750%            2.625%   
Class M-8                              1.750%            2.625%   

----------                                                                      
(1)   For the Interest Accrual Period related to any Distribution Date occurring
on or prior to the first possible Optional Termination Date.        
(2)   For the Interest Accrual Period related to any Distribution Date occurring
after the first possible Optional Termination Date.                 

           Definitions Related to Interest Calculations. The "Interest Accrual
Period" for each class of Offered Certificates and for any Distribution Date,   
will be the period commencing on the Distribution Date in the month prior to the
month in which that Distribution Date occurs (or March 25, 2006, in the case of 
the first Distribution Date) and ending on the day immediately prior to that    
Distribution Date. Interest on the Offered Certificates will be calculated on   
the basis of a 360-day year and the actual number of days that elapsed in that  
Interest Accrual Period.                                                        

       The "Interest Funds" for any Distribution Date are equal to the
Interest Remittance Amount minus the Trustee Fee for that Distribution Date.    

            "Current Interest," with respect to each class of LIBOR Certificates
and each Distribution Date, is (x) the interest accrued at the applicable       
Pass-Through Rate for the applicable Accrual Period on the Class Certificate    
Balance of that class, as applicable, immediately prior to that Distribution    
Date minus (y) the Net Deferred Interest, if any, allocated to that class for   
that Distribution Date.                                                         

            "Interest Carry Forward Amount," with respect to each class of LIBOR
Certificates and each Distribution Date, is the sum of                          

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(i)   the excess of:                                    

               (a)   Current Interest for that class with respect to prior
Distribution Dates, over        

            (b)   the amount actually distributed to that class with
                    respect to interest on prior Distribution Dates; and

        (ii)  interest for the applicable Interest Accrual Period on the
amount described above based on the Pass-Through Rate for the applicable class  
of LIBOR Certificates.                                                          

            "Adjusted Net Mortgage Rate," with respect to each Mortgage Loan and
any Distribution Date is equal to the Mortgage Rate on that Mortgage Loan as of 
the Due Date in the prior month minus the expense fee rate.                     

           The "Net Rate Cap" for each Distribution Date is the product of (A)
the excess, if any, of (i) the weighted average Adjusted Net Mortgage Rate of   
the Mortgage Loans as of the Due Date in the prior calendar month (after giving 
effect to principal prepayments received in the Prepayment Period related to    
that prior Due Date) over (ii) the Swap Adjustment Rate, and (B) a fraction, the
numerator of which is 30, and the denominator of which is the actual number of  
days in the related Interest Accrual Period.                                    

            The "Swap Adjustment Rate" for each Distribution Date is a fraction,
expressed as a percentage, (A) the numerator of which is equal to the product of
(i) the sum of (a) the Net Swap Payment payable to the Swap Counterparty and (b)
any Swap Termination Payment payable to the Swap Counterparty and (ii) 12 and   
(B) the denominator of which is equal to the Pool Principal Balance as of the   
due date in the prior calendar month.                                           

           The "Net Rate Carryover" for a class of Offered Certificates on any
Distribution Date is the excess of:                     

                  (1)   the amount of interest that class would have accrued for
           that Distribution Date had the Pass-Through Rate for that class and
            the related Interest Accrual Period not been calculated based on the
Net Rate Cap, over                                      

           (2)   the amount of interest that class accrued on that
Distribution Date based on the Net Rate Cap,            

           plus the unpaid portion of any excess from prior Distribution Dates
(and interest accrued thereon at the then applicable Pass-Through Rate, without 
giving effect to the Net Rate Cap).                                             

Distributions of Funds from the Corridor Contract       

      On each Distribution Date on or prior to the Corridor Contract
Termination Date, amounts received on the Corridor Contract will be deposited in
the Cap Account. The Cap Trustee will then disburse these amounts to the        
Carryover Reserve Fund and then distribute the amounts to pay any unpaid Net    
Rate Carryover to the Class A1-A Certificates. Any amounts remaining after this 
application will be distributed to the Class C Certificates and will not be     
available for the payment of any Net Rate Carryover on any class of certificates
on future Distribution Dates unless the Corridor Contract is subject to an early
termination, in which case any early termination payment received by the Cap    
Trust in respect of the Corridor Contract will be deposited by the Cap Trustee  
in the Cap Account to cover any Net Rate Carryover on the Class A1-A            
Certificates until the Corridor Contract Termination Date. See "Description of  
the Certificates--The Corridor Contract" and "--Carryover Reserve Fund" below.  

Allocation of Net Deferred Interest                     

     With respect to each Mortgage Loan and each related Due Date,
"Deferred Interest" will be the excess, if any, of the amount of interest       
accrued on such Mortgage Loan from the preceding Due Date to such Due Date over 
the monthly payment due for such Due Date. This excess may occur because the    
Mortgage Rates of the Mortgage Loans adjust monthly, while the monthly payment  
generally adjusts annually (and in some cases only after expiration of a        
five-year fixed-payment period), or as a result of the application of the       
Payment Caps, in either case,                                                   

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resulting in negative amortization. See "The Mortgage Loans - General - Mortgage
Rate Adjustments" and "--Monthly Payment Adjustments" in this prospectus        
supplement.                                                                     

           With respect to each Distribution Date, the "Net Deferred Interest"
is equal to the excess, if any, of the Deferred Interest that accrued on the    
Mortgage Loans as described above, over the Principal Prepayment Amount for     
those Mortgage Loans for that Distribution Date. For each Distribution Date, the
"Principal Prepayment Amount" is equal to the sum of all voluntary principal    
prepayments received on the Mortgage Loans during the related Prepayment Period,
including the purchase price of any Mortgage Loans repurchased due to           
modifications of the Mortgage Rates. For any Distribution Date, the "Net        
Prepayments" are equal to the excess, if any, of the (i) Principal Prepayment   
Amount over (ii) the aggregate amount of Deferred Interest accrued on the       
Mortgage Loans from the preceding Due Date to the Due Date related to that      
Distribution Date.                                                              

           To the extent that there is Net Deferred Interest on a Distribution
Date, the Net Deferred Interest on the Mortgage Loans will be allocated among   
the Offered Certificates, pro rata, according to the Class Certificate Balance  
of each such class in reduction of the amount of interest otherwise             
distributable to that class; provided, however, the amount of Net Deferred      
Interest allocated to any class of certificates on a Distribution Date will not 
exceed the amount of Current Interest (prior to reduction for Net Deferred      
Interest) for such class for that Distribution Date. To the extent that any Net 
Deferred Interest allocated to a class of certificates would exceed the amount  
of Current Interest for that class for that Distribution Date, the amount of    
that excess will be allocated to the Class C Certificates to the extent         
distributions would otherwise be made to the Class C Certificates. Thereafter,  
that excess amount will be allocated among the classes of certificates, in      
proportion to, and up to, the amount of any remaining interest otherwise        
distributable on the certificates.                                              

           Any Net Deferred Interest allocated to a class of certificates will
be added to the Class Certificate Balance of the applicable class of            
certificates.                                                                   

The Corridor Contract                                   

           DBNTC, as trustee of a separate trust created under the pooling and
servicing agreement (the "Cap Trust") will enter into an interest rate corridor 
transaction with IXIS Financial Products Inc. (the "Corridor Contract           
Counterparty"), as evidenced by a confirmation between the Cap Trustee, on      
behalf of the Cap Trust, and the Corridor Contract Counterparty (the "Corridor  
Contract"). In its capacity as trustee of the Cap Trust, Deutsche Bank National 
Trust Company is referred to in this prospectus supplement as the "Cap Trustee."
The Class A1-A Certificates will have the benefit of the Corridor Contract.     
Pursuant to the Corridor Contract, the terms of an ISDA Master Agreement will be
incorporated into the Confirmation of the Corridor Contract, as if the ISDA     
Master Agreement had been executed by the Cap Trustee, on behalf of the Cap     
Trust, and the Corridor Contract Counterparty on the date that the Corridor     
Contract was executed. The Corridor Contract is subject to certain ISDA         
definitions.                                                                    

          With respect to the Corridor Contract and any Distribution Date up
to and including the Distribution Date in June 2014 (the "Corridor Contract     
Termination Date"), the amount payable by the Corridor Contract Counterparty    
under the Corridor Contract will equal the product of (i) the excess, if any, of
(x) the lesser of (A) One-Month LIBOR (as determined by the Corridor Contract   
Counterparty) and (B) the Corridor Contract Ceiling Rate, over (y) the Corridor 
Contract Strike Rate, (ii) the Corridor Contract Notional Balance for that      
Distribution Date and (iii) (x) the number of days in the related Interest      
Accrual Period divided by (y) 360.                                              

        The "Corridor Contract Notional Balance," the "Corridor Contract
Strike Rate" and the "Corridor Contract Ceiling Rate" for each Distribution Date
and the Corridor Contract are set forth on Schedule 1 to this prospectus        
supplement.                                                                     

          The Corridor Contract will be subject to early termination only in
limited circumstances. These circumstances generally include certain insolvency 
or bankruptcy events, the failure by the Corridor Contract Counterparty (within 
three business days after notice of such failure is received by the Corridor    
Contract Counterparty) to make a payment due under the Corridor Contract, the   
failure by the Corridor Contract Counterparty (within 30 days after notice of   
such failure is received) to perform any other agreement made by it under the   
Corridor Contract and the Corridor Contract becoming illegal or subject to      
certain kinds of taxation.                                                      

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     It will be an additional termination event under the Corridor
Contract if the Cap Counterparty has failed to deliver any information, report, 
certification or accountants' consent when and as required under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act") and Item 1115(b)(1) or    
(b)(2) of the Asset Backed Securities Regulation, 17 C.F.R. Sections            
229.1100-229.1123 ("Regulation AB") with respect to certain reporting           
obligations of the depositor with respect to the issuing entity, which continues
unremedied for the time period provided in the Corridor Contract and the Cap    
Counterparty fails to transfer the Corridor Contract, at its sole cost and      
expense, in whole, but not in part, to a counterparty that, (i) has agreed to   
deliver any information, report, certification or accountants' consent when and 
as required under the Exchange Act and Regulation AB with respect to certain    
reporting obligations of the depositor and the issuing entity, (ii) satisfies   
any rating requirement set forth in the Corridor Contract, and (iii) is approved
by the depositor (which approval shall not be unreasonably withheld) and any    
rating agency, if applicable. In the alternative, the Cap Counterparty may post 
collateral satisfactory to both the Cap Counterparty and the depositor to the   
extent necessary to render the relevant requirement of Regulation AB to be      
inapplicable.                                                                   

           If the Corridor Contract is terminated early, the Corridor Contract
Counterparty may owe a termination payment to the Cap Trustee, payable in a lump
sum to be deposited in the Cap Account and disbursed on future Distribution     
Dates to the Carryover Reserve Fund to pay Net Rate Carryover Amounts to the    
holders of the Class A1-A Certificates until the Corridor Contract Termination  
Date. However, if a termination occurs, we can not give you any assurance that  
any such termination payment will be owing to the Cap Trustee.                  

       The certificates do not represent an obligation of the Corridor
Contract Counterparty. The holders of the certificates are not parties to or    
beneficiaries under the Corridor Contract and will not have any right to proceed
directly against the Corridor Contract Counterparty in respect of its           
obligations under the Corridor Contract.                                        

Principal                                                                       

            Distributions of Principal. On each Distribution Date, the Principal
Distribution Amount for that Distribution Date is required to be distributed as 
follows until such Principal Distribution Amount has been fully distributed:    

           (1)   For each Distribution Date (or in the case of payments to the
Swap Counterparty, the Business Day prior to each Distribution Date) prior to   
the Stepdown Date or on which a Trigger Event is in effect, until the aggregate 
Class Certificate Balance of the Certificates equals the Target Amount for that 
Distribution Date in the following priority:                                    

            (i)   to the Swap Account, any Net Swap Payment and Swap
                Termination Payment payable to the Swap Counterparty, to the
             extent not previously paid, or not paid from the Interest
Funds;                                      

           (ii)  to the Senior Certificates, pro rata, until their
              respective Class Certificate Balances are reduced to zero;

               (iii) sequentially, to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
             Certificates, in that order, until their respective Class
 Certificate Balances are reduced to zero; and

            (iv)  any remainder as part of the Excess Cashflow to be
         allocated as described under "--Overcollateralization
Provisions" below.                          

           (2)   For each Distribution Date (or in the case of payments to the
Swap Counterparty, the Business Day prior to each Distribution Date) on or after
the Stepdown Date and so long as a Trigger Event is not in effect, from the     
Principal Distribution Amount, in the following priority:                       

            (i)   to the Swap Account, the Net Swap Payment and Swap
                Termination Payment payable to the Swap Counterparty, to the
             extent not previously paid, or not paid from the Interest
Funds;                                      

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      (ii)  (a) for so long as any class of Subordinated
                Certificates is outstanding, to the Senior Certificates, pro
               rata, in an amount equal to the lesser of (x) the Principal
               Distribution Amount for that Distribution Date less any Net
         Swap Payment or Swap Termination Payment paid on that
                 Distribution Date pursuant to clause (2)(i) above and (y) the
              Senior Principal Distribution Amount for that Distribution
                Date, until the Class Certificate Balance of each such class
               has been reduced to zero; or (b) otherwise to each class of
             Senior Certificates, pro rata, the Principal Distribution
                  Amount for that Distribution Date less any Net Swap Payment or
           Swap Termination Payment paid on that Distribution Date
pursuant to clause (2)(i) above;            

               (iii) to the Class M-1 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
               distributed to the Senior Certificates on that Distribution
                  Date pursuant to clause (2)(ii) above and any Net Swap Payment
              or Swap Termination Payment paid on that Distribution Date
         pursuant to clause (2)(i) above and (y) the Class M-1
             Principal Distribution Amount for that Distribution Date,
              until the Class Certificate Balance of that class has been
reduced to zero;                            

               (iv)  to the Class M-2 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
            distributed to the Senior Certificates and the Class M-1
              Certificates on that Distribution Date pursuant to clauses
               (2)(ii) and (2)(iii) above and any Net Swap Payment or Swap
                  Termination Payment paid on that Distribution Date pursuant to
       clause (2)(i) above and (y) the Class M-2 Principal
             Distribution Amount for that Distribution Date, until the
               Class Certificate Balance of that class has been reduced to
zero;                                       

               (v)   to the Class M-3 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
                distributed to the Senior Certificates and the Class M-1 and
                Class M-2 Certificates on that Distribution Date pursuant to
                  clauses (2)(ii) through (2)(iv) above and any Net Swap Payment
              or Swap Termination Payment paid on that Distribution Date
         pursuant to clause (2)(i) above and (y) the Class M-3
             Principal Distribution Amount for that Distribution Date,
              until the Class Certificate Balance of that class has been
reduced to zero;                            

               (vi)  to the Class M-4 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
             distributed to the Senior Certificates and the Class M-1,
                  Class M-2 and Class M-3 Certificates on that Distribution Date
                pursuant to clauses (2)(ii) through (2)(v) above and any Net
         Swap Payment or Swap Termination Payment paid on that
                 Distribution Date pursuant to clause (2)(i) above and (y) the
                 Class M-4 Principal Distribution Amount for that Distribution
               Date, until the Class Certificate Balance of that class has
been reduced to zero;                       

               (vii) to the Class M-5 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
             distributed to the Senior Certificates and the Class M-1,
           Class M-2, Class M-3 and Class M-4 Certificates on that
                 Distribution Date pursuant to clauses (2)(ii) through (2)(vi)
              above and any Net Swap Payment or Swap Termination Payment
                  paid on that Distribution Date pursuant to clause (2)(i) above
                and (y) the Class M-5 Principal Distribution Amount for that
                  Distribution Date, until the Class Certificate Balance of that
class has been reduced to zero;             

                (viii) to the Class M-6 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
             distributed to the Senior Certificates and the Class M-1,
                 Class M-2, Class M-3, Class M-4 and Class M-5 Certificates on
              that Distribution Date pursuant to clauses (2)(ii) through
               (2)(vii) above and any Net Swap Payment or Swap Termination
             Payment paid on that Distribution Date pursuant to clause
             (2)(i) above and (y) the Class M-6 Principal Distribution
                  Amount for that Distribution Date, until the Class Certificate
   Balance of that class has been reduced to zero;

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               (ix)  to the Class M-7 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
             distributed to the Senior Certificates and the Class M-1,
            Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
              Certificates on that Distribution Date pursuant to clauses
               (2)(ii) through (2)(viii) above and any Net Swap Payment or
           Swap Termination Payment paid on that Distribution Date
         pursuant to clause (2)(i) above and (y) the Class M-7
             Principal Distribution Amount for that Distribution Date,
              until the Class Certificate Balance of that class has been
reduced to zero;                            

               (x)   to the Class M-8 Certificates, an amount equal to the
              lesser of (x) the excess of (a) the Principal Distribution
         Amount for that Distribution Date over (b) the amount
             distributed to the Senior Certificates and the Class M-1,
             Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
                Class M-7 Certificates on that Distribution Date pursuant to
                  clauses (2)(ii) through (2)(ix) above and any Net Swap Payment
              or Swap Termination Payment paid on that Distribution Date
         pursuant to clause (2)(i) above and (y) the Class M-8
             Principal Distribution Amount for that Distribution Date,
              until the Class Certificate Balance of that class has been
reduced to zero; and                        

            (xi)  any remainder as part of the Excess Cashflow to be
         allocated as described under "--Overcollateralization
Provisions" below.                          

Definitions Related to Principal Distributions.         

            "Stated Principal Balance" means for any Mortgage Loan and Due Date,
the unpaid principal balance of the Mortgage Loan as of that Due Date, as       
specified in its amortization schedule at that time (before any adjustment to   
the amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to (i) the payment of principal due on that Due Date,       
irrespective of any delinquency in payment by the related mortgagor and (ii)    
prepayments of principal and the principal portion of liquidation proceeds      
received with respect to that Mortgage Loan through the last day of the         
Prepayment Period in which the Due Date occurs and increased by any Deferred    
Interest added to the principal balance on or prior to that Due Date. The Stated
Principal Balance of a Liquidated Mortgage Loan is zero. The "Pool Principal    
Balance" equals the aggregate Stated Principal Balances of the Mortgage Loans.  

            "Prepayment Period" means, with respect to any Distribution Date and
related Due Date, the period from the sixteenth day of the calendar month       
immediately preceding the month in which the Distribution Date occurs (or in the
case of the first Distribution Date, from March 1, 2006) through the fifteenth  
day of the calendar month in which the Distribution Date occurs.                

         "Principal Distribution Amount" with respect to each Distribution
Date is the (a) Principal Remittance Amount for that Distribution Date, minus   
(b) the Overcollateralization Release Amount for that Distribution Date.        

           "Senior Principal Distribution Amount" for any Distribution Date an
amount equal to (a) prior to the Stepdown Date or if a Trigger Event is in      
effect with respect to that Distribution Date, 100% of the Principal            
Distribution Amount for that Distribution Date and (b) on or after the Stepdown 
Date and as long as a Trigger Event is not in effect with respect to that       
Distribution Date, the amount, if any, by which (x) the aggregate Class         
Certificate Balance of the classes of Senior Certificates after allocation of   
any Net Deferred Interest for that Distribution Date but prior to any           
distributions on that Distribution Date exceeds (y) the Senior Target Amount.   

            "Senior Target Amount" for any Distribution Date, an amount equal to
the lesser of (a) the product of (1) (i) for each Distribution Date prior to the
Distribution Date in April 2012, approximately 81.50%; and (ii) thereafter,     
approximately 85.20% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-1 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates, in each case after                                                

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giving effect to distributions on that Distribution Date and after allocation of
any Net Deferred Interest for that Distribution Date, and (ii) the Class        
Certificate Balance of the Class M-1 Certificates after allocation of any Net   
Deferred Interest for that Distribution Date but prior to any distributions on  
that Distribution Date exceeds (y) the Class M-1 Target Amount for that         
Distribution Date.                                                              

            "Class M-1 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 86.88%; and (ii) thereafter, 
approximately 89.50% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-2 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates and Class M-1 Certificates, in each case after giving effect to    
distributions on that Distribution Date and after allocation of any Net Deferred
Interest for that Distribution Date, and (ii) the Class Certificate Balance of  
the Class M-2 Certificates after allocation of any Net Deferred Interest for    
that Distribution Date but prior to any distributions on that Distribution Date 
exceeds (y) the Class M-2 Target Amount for that Distribution Date.             

            "Class M-2 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 90.00%; and (ii) thereafter, 
approximately 92.00% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-3 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates, Class M-1 Certificates and Class M-2 Certificates, in each case   
after giving effect to distributions on that Distribution Date and after        
allocation of any Net Deferred Interest for that Distribution Date, and (ii) the
Class Certificate Balance of the Class M-3 Certificates after allocation of any 
Net Deferred Interest for that Distribution Date but prior to any distributions 
on that Distribution Date exceeds (y) the Class M-3 Target Amount for that      
Distribution Date.                                                              

            "Class M-3 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 91.25%; and (ii) thereafter, 
approximately 93.00% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-4 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates, Class M-1 Certificates, Class M-2 Certificates and Class M-3      
Certificates, in each case after giving effect to distributions on that         
Distribution Date and after allocation of any Net Deferred Interest for that    
Distribution Date, and (ii) the Class Certificate Balance of the Class M-4      
Certificates after allocation of any Net Deferred Interest for that Distribution
Date but prior to any distributions on that Distribution Date exceeds (y) the   
Class M-4 Target Amount for that Distribution Date.                             

            "Class M-4 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 92.63%; and (ii) thereafter, 
approximately 94.10% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-5 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if         

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any, by which (x) the sum of (i) the aggregate Class Certificate Balance of the 
Senior Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3  
Certificates and Class M-4 Certificates, in each case after giving effect to    
distributions on that Distribution Date and after allocation of any Net Deferred
Interest for that Distribution Date, and (ii) the Class Certificate Balance of  
the Class M-5 Certificates after allocation of any Net Deferred Interest for    
that Distribution Date but prior to any distributions on that Distribution Date 
exceeds (y) the Class M-5 Target Amount for that Distribution Date.             

            "Class M-5 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 93.88%; and (ii) thereafter, 
approximately 95.10% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-6 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3         
Certificates, Class M-4 Certificates and Class M-5 Certificates, in each case   
after giving effect to distributions on that Distribution Date and after        
allocation of any Net Deferred Interest for that Distribution Date, and (ii) the
Class Certificate Balance of the Class M-6 Certificates after allocation of any 
Net Deferred Interest for that Distribution Date but prior to any distributions 
on that Distribution Date exceeds (y) the Class M-6 Target Amount for that      
Distribution Date.                                                              

            "Class M-6 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 95.63%; and (ii) thereafter, 
approximately 96.50% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-7 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3         
Certificates, Class M-4 Certificates, Class M-5 Certificates and Class M-6      
Certificates, in each case after giving effect to distributions on that         
Distribution Date and after allocation of any Net Deferred Interest for that    
Distribution Date, and (ii) the Class Certificate Balance of the Class M-7      
Certificates after allocation of any Net Deferred Interest for that Distribution
Date but prior to any distributions on that Distribution Date exceeds (y) the   
Class M-7 Target Amount for that Distribution Date.                             

            "Class M-7 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 96.88%; and (ii) thereafter, 
approximately 97.50% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the last day of the related Due Period and (b) the amount,
if any, by which (1) the Pool Principal Balance for that Distribution Date      
determined as of the last day of the related Due Period exceeds (2) the OC      
Floor.                                                                          

            "Class M-8 Principal Distribution Amount" for any Distribution Date,
an amount equal, on or after the Stepdown Date and as long as a Trigger Event is
not in effect with respect to that Distribution Date, to the amount, if any, by 
which (x) the sum of (i) the aggregate Class Certificate Balance of the Senior  
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3         
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6         
Certificates and Class M-7 Certificates, in each case after giving effect to    
distributions on that Distribution Date and after allocation of any Net Deferred
Interest for that Distribution Date, and (ii) the Class Certificate Balance of  
the Class M-8 Certificates after allocation of any Net Deferred Interest for    
that Distribution Date but prior to any distributions on that Distribution Date 
exceeds (y) the Class M-8 Target Amount for that Distribution Date.             

            "Class M-8 Target Amount" for any Distribution Date, an amount equal
to the lesser of (a) the product of (1) (i) for each Distribution Date prior to 
the Distribution Date in April 2012, approximately 98.25%; and (ii) thereafter, 
approximately 98.60% and (2) the Pool Principal Balance for that Distribution   
Date determined as of the                                                       

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last day of the related Due Period and (b) the amount, if any, by which (1) the 
Pool Principal Balance for that Distribution Date determined as of the last day 
of the related Due Period exceeds (2) the OC Floor.                             

            The "Target Amount" means for any Distribution Date, an amount equal
to the Pool Principal Balance for that Distribution Date minus the              
Overcollateralization Target Amount for that Distribution Date.                 

          "OC Floor" means an amount equal to 0.50% of the Cut-off Date Pool
Principal Balance of the Mortgage Loans.                                        

      "Overcollateralization Deficiency Amount," with respect to any
Distribution Date equals the amount, if any, by which the Overcollateralization 
Target Amount exceeds the Overcollateralized Amount on that Distribution Date   
(after giving effect to distributions of the Principal Remittance Amount on that
Distribution Date).                                                             

       "Overcollateralization Target Amount" means with respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to            
approximately 0.70% of the Pool Principal Balance as of the Cut-off Date and (b)
on or after the Stepdown Date, the greater of (1) the product of (i) for any    
Distribution Date on or after the Stepdown Date but prior to the Distribution   
Date in April 2012, 1.75% and thereafter, 1.40% and (ii) of the Pool Principal  
Balance as of the Due Date in the month of that Distribution Date (after giving 
effect to principal prepayments received in the related Prepayment Period) and  
(2) the OC Floor; provided, however, that if a Trigger Event is in effect on any
Distribution Date, the Overcollateralization Target Amount will be the          
Overcollateralization Target Amount as in effect for the prior Distribution     
Date.                                                                           

            "Overcollateralized Amount" for any Distribution Date is the amount,
if any, by which (x) the Pool Principal Balance in the Mortgage Pool as of the  
Due Date in the month of that Distribution Date exceeds (y) the aggregate Class 
Certificate Balance of the Offered Certificates (after giving effect to         
distributions on that Distribution Date).                                       

        "Overcollateralization Release Amount" means with respect to any
Distribution Date, an amount equal to the lesser of (x) the Principal Remittance
Amount for that Distribution Date and (y) the amount, if any, by which the      
Overcollateralized Amount for that date (calculated for this purpose on the     
basis of the assumption that 100% of the Principal Remittance Amount for that   
date is applied in reduction of the Class Certificate Balances of the Offered   
Certificates) exceeds the Overcollateralization Target Amount for that date.    

          "Stepdown Date" is the later to occur of (x) the Distribution Date
in April 2009 and (y) the first Distribution Date on which the Senior           
Enhancement Percentage (calculated for this purpose after giving effect to      
payments or other recoveries in respect of the Mortgage Loans during the related
Due Period, but before giving effect to distributions on any certificates on    
that Distribution Date) is greater than or equal to (a) on any Distribution Date
prior to the Distribution Date in April 2012, 18.50% and (b) on any Distribution
Date on or after that Distribution Date, 14.80%.                                

          A "Trigger Event" is in effect with respect to a Distribution Date
on or after the Stepdown Date if either a Delinquency Trigger Event is in effect
with respect to that Distribution Date or a Cumulative Loss Trigger Event is in 
effect with respect to that Distribution Date.                                  

      A "Delinquency Trigger Event" is in effect with respect to any
Distribution Date on or after the Stepdown Date if the Rolling Three Month      
Delinquency Rate as of the last day of the immediately preceding month equals or
exceeds, for Distribution Dates prior to April 2012, 33%, and, for Distribution 
Dates on or after April 2012, 40% of the Senior Enhancement Percentage for such 
Distribution Date.                                                              

          The "Senior Enhancement Percentage" with respect to a Distribution
Date on or after the Stepdown Date is equal to a fraction (expressed as a       
percentage) of:                                                                 

              (1)   the numerator of which is sum of the aggregate Class
    Certificate Balance of the Subordinated Certificates and the
         Overcollateralized Amount (which, for purposes of this definition
only, shall not be less than zero) and                  

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                (2)   the denominator of which is the Pool Principal Balance
      for the preceding Distribution Date, in each case after giving
effect to distributions on that Distribution Date.      

        A "Cumulative Loss Trigger Event" is in effect with respect to a
Distribution Date on or after the Stepdown Date if the aggregate amount of      
Realized Losses on the Mortgage Loans from (and including) the Cut-off Date for 
each such Mortgage Loan to (and including) the related Due Date (reduced by the 
aggregate amount of Subsequent Recoveries received from the Cut-off Date through
the Prepayment Period related to that Due Date) exceeds the applicable          
percentage, for that Distribution Date, of the Cut-off Date Pool Principal      
Balance, as set forth below:                                                    

Distribution Date                      Percentage                               
-----------------                      ----------                               

April 2009 - March 2010.............   0.40% with respect to April 2009, plus   
                                          an additional 1/12th of 0.35% for each
                                       month thereafter through March 2010

April 2010 - March 2011.............   0.75% with respect to April 2010, plus an
                                       additional 1/12th of 0.30% for each
                                       month thereafter through March 2011

April 2011 - March 2012.............   1.05% with respect to April 2011, plus an
                                       additional 1/12th of 0.40% for each
                                       month thereafter through March 2012

April 2012 - March 2013.............   1.45% with respect to April 2012, plus an
                                       additional 1/12th of 0.15% for each
                                       month thereafter through March 2013

April 2013 and thereafter...........   1.60%                                    

  "Unpaid Realized Loss Amount" means for any class of LIBOR
Certificates, (x) the portion of the aggregate Applied Realized Loss Amount     
previously allocated to that class remaining unpaid from prior Distribution     
Dates minus (y) any increase in the Class Certificate Balance of that class due 
to the allocation of Subsequent Recoveries to the Class Certificate Balance of  
that class, and in the case of the Senior Certificates, together with interest  
thereon at the applicable Pass-Through Rate.                                    

     A "Realized Loss" with respect to a Distribution Date and any
defaulted Mortgage Loan, is the excess of the Stated Principal Balance of such  
defaulted Mortgage Loan over the liquidation proceeds allocated to principal    
that have been received with respect to such Mortgage Loan on or at any time    
prior to the Due Date after such Mortgage Loan has been liquidated.             

      The "Rolling Three Month Delinquency Rate" with respect to any
Distribution Date, is an amount equal to the average of the Delinquency Rates   
for each of the three (or one and two, in the case of the first and second      
Distribution Dates, respectively) immediately preceding months.                 

            The "Delinquency Rate" for any month is the fraction, expressed as a
percentage, the numerator of which is the aggregate Stated Principal Balance of 
all Mortgage Loans that are 60 or more days delinquent (including all           
foreclosures, bankruptcies and REO properties) as of the close of business on   
the last day of that month, and the denominator of which is the Pool Principal  
Balance as of the last day of that month.                                       

            "Subsequent Recoveries" are unexpected recoveries received after the
determination by the Servicer that it has received all proceeds it expects to   
receive, with respect to the liquidation of a Mortgage Loan that resulted in a  
Realized Loss (other than the amount of such net recoveries representing any    
profit realized by the Servicer in connection with the liquidation of any       
Mortgage Loan and net of reimbursable expenses) in a month prior to the month of
the receipt of such recoveries.                                                 

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Overcollateralization Provisions                                                

        The weighted average Adjusted Net Mortgage Rate for the Mortgage
Loans is generally expected to be higher than the weighted average of the       
Pass-Through Rates on the Offered Certificates. As a result, interest           
collections on the Mortgage Loans are expected to be generated in excess of the 
amount of interest payable to the holders of the Offered Certificates and the   
fees and expenses payable by the issuing entity. The Excess Cashflow, if any,   
will be applied on each Distribution Date as a payment of principal on the class
or classes of certificates then entitled to receive distributions in respect of 
principal, but only to the limited extent hereafter described.                  

          The "Excess Cashflow" with respect to any Distribution Date is the
sum of (i) the Interest Funds remaining after the distribution of interest to   
the holders of the certificates for that Distribution Date, (ii) the            
Overcollateralization Release Amount and (iii) any remaining Principal          
Distribution Amount for that date.                                              

          With respect to any Distribution Date, any Excess Cashflow will be
paid to the classes of certificates in the following priority, in each case to  
the extent of the remaining Excess Cashflow:                                    

             (1)   for each Distribution Date occurring (a) before the
          Stepdown Date or (b) on or after the Stepdown Date but for which a
  Trigger Event is in effect, then until the aggregate Class
            Certificate Balance of the certificates equals the Target Amount for
that Distribution Date, in the following priority:      

                       (i)   after giving effect to principal distributions on
           that Distribution Date (as described under "--Priority of Principal
      Distributions" above), to the Senior Certificates pro rata, in
       reduction of their respective Class Certificate Balances, until
        their respective Class Certificate Balances have been reduced to
zero; and                                               

                      (ii)  sequentially, to the Class M-1, Class M-2, Class
     M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
 Certificates, in that order, until their respective Class
Certificate Balance have been reduced to zero;          

              (2)   for each Distribution Date occurring on or after the
            Stepdown Date and for which a Trigger Event is not in effect, in the
following priority:                                     

                       (i)   after giving effect to principal distributions on
           that Distribution Date (as described under "--Priority of Principal
        Distributions" above), to the Senior Certificates, in accordance
            with clause (1) of "--Priority of Principal Distributions" above, in
           reduction of their respective Class Certificate Balances, until the
       aggregate Class Certificate Balance of the Senior Certificates,
       after giving effect to distributions on that Distribution Date,
   equals the Senior Target Amount for that Distribution Date;

                    (ii)  to the Class M-1 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
        Certificate Balance of the Senior Certificates and the Class M-1
       Certificates, after giving effect to distributions made on that
      Distribution Date, equals the Class M-1 Target Amount for that
Distribution Date;                                      

                    (iii) to the Class M-2 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
            Certificate Balance of the Senior Certificates and the Class M-1 and
            Class M-2 Certificates, after giving effect to distributions made on
           that Distribution Date, equals the Class M-2 Target Amount for that
Distribution Date;                                      

                    (iv)  to the Class M-3 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
         Certificate Balance of the Senior Certificates and the Class M-1,
    Class M-2 and Class M-3 Certificates, after giving effect to
          distributions made on that Distribution Date, equals the Class M-3
Target Amount for that Distribution Date;               

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                    (v)   to the Class M-4 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
         Certificate Balance of the Senior Certificates and the Class M-1,
            Class M-2, Class M-3 and Class M-4 Certificates, after giving effect
         to distributions made on that Distribution Date, equals the Class
M-4 Target Amount for that Distribution Date;           

                    (vi)  to the Class M-5 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
         Certificate Balance of the Senior Certificates and the Class M-1,
         Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, after
      giving effect to distributions made on that Distribution Date,
      equals the Class M-5 Target Amount for that Distribution Date;

                    (vii) to the Class M-6 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
         Certificate Balance of the Senior Certificates and the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
       Certificates, after giving effect to distributions made on that
      Distribution Date, equals the Class M-6 Target Amount for that
Distribution Date;                                      

                     (viii) to the Class M-7 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
         Certificate Balance of the Senior Certificates and the Class M-1,
           Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
       Certificates, after giving effect to distributions made on that
      Distribution Date, equals the Class M-7 Target Amount for that
Distribution Date; and                                  

                    (ix)  to the Class M-8 Certificates, in reduction of
   their Class Certificate Balances, until the aggregate Class
         Certificate Balance of the Senior Certificates and the Class M-1,
            Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
            Class M-8 Certificates, after giving effect to distributions made on
           that Distribution Date, equals the Class M-8 Target Amount for that
Distribution Date;                                      

                  (3)   first, in proportion to their respective Unpaid Realized
         Loss Amounts, to the Senior Certificates the Unpaid Realized Loss
Amount for each such class; and                         

                 second, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
            Certificates, in that order, any Unpaid Realized Loss Amounts on for
that class and that Distribution Date;                  

              (4)   to the Carryover Reserve Fund, the amount of any Net
       Rate Carryover and then from the Carryover Reserve Fund, in the
following priority:                                     

                (a)   to the Senior Certificates, the amount of any Net Rate
        Carryover Amounts and unpaid Net Rate Carryover Amounts for each
    such class and that Distribution Date (as reduced by amounts
          received from the Corridor Contract with respect to the Class A1-A
          Certificates), to be paid from amounts on deposit in the Carryover
  Reserve Fund pro rata, in proportion to the amount of such
shortfalls;                                             

               (b)   sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
      Certificates, in that order, any applicable Net Rate Carryover
         Amounts and unpaid Net Rate Carryover Amounts for each such class
and that Distribution Date; and                         

               (c)   for addition to the amounts distributable pursuant to
           priority (5) below, to the Class C Certificates, as provided in the
     pooling and servicing agreement, any amounts remaining in the
     Carryover Reserve Fund in excess of amounts required to be on
         deposit therein after satisfying priorities (4)(a) through (4)(b)
above for that Distribution Date;                       

                  (5)   to the swap trust, for distribution pursuant to priority
     (9) under "--Swap Trust--Application of Deposits and Payments
Received by the Swap Trust" below; and                  

           (6)   to the Class R Certificate, any remaining amount.

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The Swap Contract                                                               

         DBNTC, as trustee on behalf of a separate trust created under the
pooling and servicing agreement (the "Swap Trust") will enter into an interest  
rate swap transaction with IXIS Financial Products Inc. (the "Swap              
Counterparty"), as evidenced by a confirmation (the "Swap Contract"). In its    
capacity as trustee of the Swap Trust, Deutsche Bank National Trust Company is  
referred to in this prospectus supplement as the "Swap Trustee." Pursuant to the
Swap Contract, the terms of an ISDA Master Agreement were incorporated into the 
confirmation of the Swap Contract, as if the ISDA Master Agreement had been     
executed by the trustee and the Swap Counterparty on the date that the Swap     
Contract was executed. The Swap Contract is subject to certain ISDA definitions.

  Under the Swap Contract, on one business day prior to each
Distribution Date commencing in May 2006, on or prior to the Swap Contract      
Termination Date, the Swap Trustee, on behalf of the Swap Trust, will be        
obligated to pay to the Swap Counterparty an amount equal to the product of:    

          (i)   one-year MTA (as determined by the Swap Counterparty) plus a
fixed margin,                                                                   

            (ii)  the Swap Contract Notional Balance for that Distribution Date,
and                                                                             

  (iii) the number of days in the related calculation period
(calculated on the basis of a 360-day year of twelve 30-day months), divided by 
360.                                                                            

           With respect to any Distribution Date commencing in May 2006, on or
prior to the Swap Contract Termination Date, the Swap Counterparty will be      
obligated to pay to the Swap Trustee, on behalf of the Swap Trust, a variable   
amount equal to the product of:                                                 

  (i)   LIBOR (as determined pursuant to the Swap Contract),

            (ii)  the Swap Contract Notional Balance for that Distribution Date,
and                                                                             

          (iii) the actual number of days in the related calculation period,
divided by 360.                                                                 

          With respect to any Distribution Date, the Swap Trustee, on behalf
of the Swap Trust, or the Swap Counterparty, as the case may be, will only be   
required to make a "Net Swap Payment" to the other party that is equal to the   
excess of the payment that it is obligated to make to the other party as        
described in the two preceding paragraphs over the payment that it is entitled  
to receive from that other party as described in the two preceding paragraphs.  
Any Net Swap Payment with respect to any Distribution Date will be payable on   
the business day preceding that Distribution Date.                              

          Pursuant to the pooling and servicing agreement, the Swap Trust is
established as a separate trust, the corpus of which is held by the Swap        
Trustee, in trust, for the benefit of the certificateholders and the Swap       
Counterparty. The Swap Trustee will establish the Swap Account, into which the  
Sponsor will make an initial deposit of $1,000 on the closing date. The Swap    
Trustee will deposit into the Swap Account any Swap Trust Amount received by the
Swap Trustee, and the Swap Trustee will distribute from the Swap Account any    
Swap Trust Amount pursuant to the priority of distributions set forth below     
under "Swap Account." Funds on deposit in the Swap Account shall be held        
separate and apart from, and shall not be commingled with, any other moneys,    
including, without limitation, other moneys of the trustee held pursuant to the 
pooling and servicing agreement.                                                

            In the event that a Swap Termination Payment was payable by the Swap
Counterparty in connection with the termination of the original Swap Contract,  
that Swap Termination Payment will be used to pay any upfront amount in         
connection with the replacement swap contract, and any remaining portion of that
Swap Termination Payment will be distributed to the Class C Certificates and    
will not be available for distribution on any class of certificates. In the     
event that the swap counterparty in respect of a replacement swap contract pays 
any upfront amount to the Swap Trustee in connection with entering into the     
replacement swap contract, that upfront amount will be included in the Interest 
Funds and the Principal Distribution Amount with respect to succeeding          
Distribution Dates as described in the Pooling and Servicing Agreement, to the  
extent that the Interest Funds and the Principal                                

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Distribution Amount were used on prior Distribution Dates to cover any Swap     
Termination Payment due to the Swap Counterparty under the original Swap        
Contract and any excess will be distributed to the holder of the Class C        
Certificates. In the event that the Swap Contract is terminated and no          
replacement swap contract can be procured on terms approximating those of the   
original Swap Contract, any Swap Termination Payment payable by the Swap        
Counterparty will be retained by the Swap Trustee and remitted to the Trustee on
behalf of the swap trust on subsequent Distribution Dates up to and including   
the Swap Contract Termination Date to cover the amounts described in clauses    
(3), (4), (5) and (6) of the following paragraph.                               

         Following the distributions of Excess Cashflow, the Swap Trustee,
acting on behalf of the Swap Trust, shall distribute all amounts on deposit in  
the Swap Account in the following amounts and order of priority:                

                (1)   to the Swap Counterparty, any Net Swap Payment payable
        to the Swap Counterparty with respect to that Distribution Date;

                (2)   to the Swap Counterparty, any Swap Termination Payment
          payable to the Swap Counterparty with respect to that Distribution
Date;                                                   

                 (3)   to the holders of the LIBOR Certificates, any remaining
         Current Interest and Interest Carry Forward Amount, for each such
     class for that Distribution Date to the extent unpaid, in the
            priority pursuant to clauses second and third under "--Distributions
of Interest Funds" above;                               

                  (4)   to the holders of the certificates, any amount necessary
        to maintain the Overcollateralization Target Amount specified in
        clauses (1) and (2) under "Overcollateralization" above for that
         Distribution Date, for application pursuant to the priorities set
    forth in those clauses, after giving effect to distributions
pursuant to those clauses;                              

             (5)   (a) first, in proportion to their respective Unpaid
         Realized Loss Amounts, to the Senior Certificates and (b) second,
        sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
           Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that
            order, any Unpaid Realized Loss Amounts for each such class and that
Distribution Date to the extent unpaid;                 

                (6)   to the holders of the LIBOR Certificates, any Net Rate
            Carryover for that Distribution Date and from any prior Distribution
         Date remaining unpaid, for application pursuant to the priorities
set forth in clauses (4)(a) through (b) under           
       "Overcollateralization" above, to the extent unpaid pursuant to
those clauses;                                          

             (7)   if applicable, for application to the purchase of a
replacement interest rate swap contract;                

               (8)   to the Swap Counterparty, any unpaid Swap Termination
          Payment triggered by a Swap Counterparty Trigger Event owed to the
Swap Counterparty pursuant to the Swap Contract; and    

                 (9)   to the Class C Certificates, any amounts deposited into
         the Swap Account as described under "Overcollateralization" above
and any remaining Swap Trust Amount.                    

                  With respect to each Distribution Date, the sum of all amounts
          distributed pursuant to clauses (4) and (5) in this paragraph will
not exceed cumulative Realized Losses incurred.         

          The "Swap Contract Notional Balance" for each Distribution Date is
as described in the following table (the "Swap Table"). In addition, the        
Distribution Date occurring in the latest calendar month with a balance greater 
than zero listed in the following table is the date through which the Swap      
Contract is scheduled to remain in effect and is referred to as the "Swap       
Contract Termination Date" for the Swap Contract.                               

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Month of Distribution Date            Swap Contract Notional Balance ($)
 --------------------------           ------------------------------------
May 2006 ...................                   1,466,520,978.53         
June 2006 ..................                   1,435,357,444.26         
July 2006 ..................                   1,404,987,022.24         
August 2006 ................                   1,375,267,089.51         
September 2006 .............                   1,346,183,399.73         
October 2006 ...............                   1,317,722,038.14         
November 2006 ..............                   1,289,869,367.80         
December 2006 ..............                   1,262,610,846.15         
January 2007 ...............                   1,235,929,332.97         
February 2007 ..............                   1,209,804,182.05         
March 2007 .................                   1,184,212,301.57         
April 2007 .................                   1,159,104,902.89         
May 2007 ...................                   1,134,433,987.65         
June 2007 ..................                   1,110,290,119.29         
July 2007 ..................                   1,086,665,260.42         
August 2007 ................                   1,063,548,056.40         
September 2007 .............                   1,040,927,355.16         
October 2007 ...............                   1,018,792,265.20         
November 2007 ..............                     997,132,112.38         
December 2007 ..............                     975,935,485.88         
January 2008 ...............                     941,357,717.27         
February 2008 ..............                     904,566,059.24         
March 2008 .................                     867,844,014.10         
April 2008 .................                     831,555,105.18         
May 2008 ...................                     795,984,769.26         
June 2008 ..................                     760,375,091.73         
July 2008 ..................                     726,089,813.60         
August 2008 ................                     692,654,404.08         
September 2008 .............                     660,674,299.93         
October 2008 ...............                     630,125,351.76         
November 2008 ..............                     600,972,642.41         
December 2008 ..............                     573,150,082.84         
January 2009 ...............                     546,593,585.03         
February 2009 ..............                     521,228,694.11         
March 2009 .................                     496,823,969.29         
April 2009 and thereafter ..                               0.00         

            A "Swap Termination Payment" is a termination payment required to be
made by either the Swap Trustee or the Swap Counterparty pursuant to the Swap   
Contract as a result of an early termination of the Swap Contract.              

            The Swap Contract will be subject to early termination upon an event
of default or an early termination event under the Swap Contract. Events of     
default under the Swap Contract include, among other things, the following:     

        o     failure to make a payment due under the Swap Contract, one
           business days after notice of such failure is received,

o     certain insolvency or bankruptcy events, and      

            o     a merger by the Swap Counterparty without an assumption of its
obligations under the Swap Contract.        

       Early termination events under the Swap Contract 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 Swap
Contract or guaranty, as applicable),       

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         o     a tax event (which generally relates to either party to the
             Swap Contract receiving a payment under the Swap Contract
                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 Swap Contract 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),
and                                         

            o     an amendment to the pooling and servicing agreement that would
             materially adversely affect the Swap Counterparty is made
               without the prior written consent of the Swap Counterparty.

           In addition to the termination events specified above, it will be a
termination event under the Swap Contract in the event that (A) either (i) the  
unsecured, long-term senior debt obligations of the Swap Counterparty are rated 
below "A1" by Moody's or are rated "A1" by Moody's and such rating is on watch  
for possible downgrade (but only for so long as it is on watch for possible     
downgrade) or (ii) the unsecured, short-term debt obligations of the Swap       
Counterparty are rated below "P-1" by Moody's or are rated "P-1" by Moody's and 
such rating is on watch for possible downgrade (but only for so long as it is on
watch for possible downgrade), (B) no short-term rating is available from       
Moody's and the unsecured, long-term senior debt obligations of the Swap        
Counterparty are rated below "Aa3" by Moody's or are rated "Aa3" by Moody's and 
such rating is on watch for possible downgrade (but only for so long as it is on
watch for possible downgrade), (C) either (i) the unsecured, short-term debt    
obligations of the Swap Counterparty are rated below "A-1" by S&P or (ii) if the
Swap Counterparty does not have a short-term rating from S&P, the unsecured,    
long-term senior debt obligations of the Swap Counterparty are rated below "A+" 
by S&P or (D) the unsecured, long-term senior debt obligations or financial     
strength ratings of Party A (or its Credit Support Provider) are rated below "A"
by Fitch (such an event a, "Collateralization Event"), and the Swap Counterparty
does not, within 30 days, (a) cause another entity to replace the Swap          
Counterparty that meets or exceeds the Swap Counterparty Ratings Requirement and
that is approved by the Swap Trustee on terms substantially similar to the Swap 
Contract; or (b) post collateral satisfactory to the applicable Rating Agencies.

         "Swap Counterparty Ratings Requirement" shall mean (a) either (i)
the unsecured, short-term debt obligations of the substitute counterparty (or   
its credit support provider) are rated at least "A1" by S&P or (ii) if the      
substitute counterparty does not have a short-term rating from S&P, the         
unsecured, long-term senior debt obligations of the substitute counterparty (or 
its credit support provider) are rated at least "A+" by S&P, and (b) either (i) 
the unsecured, long-term senior debt obligations of such substitute counterparty
(or its credit support provider) are rated at least "A1" by Moody's (and if     
rated "A1" by Moody's, such rating is not on watch for possible downgrade) and  
the unsecured, short-term debt obligations of such substitute counterparty (or  
its credit support provider) are rated at least "P-1" by Moody's (and if rated  
"P-1" by Moody's, such rating is not on watch for possible downgrade and        
remaining on watch for possible downgrade), or (ii) if such substitute          
counterparty (or its credit support provider) does not have a short-term debt   
rating from Moody's, the unsecured, long-term senior debt obligations of such   
substitute counterparty (or its credit support provider) are rated at least     
"Aa3" by Moody's (and if rated "Aa3" by Moody's, such rating is not on watch for
possible downgrade) and (c) either (i) the unsecured, long-term senior debt     
obligations of such substitute counterparty (or its Credit Support Provider) are
rated at least "A" by Fitch or (ii) the unsecured, short-term debt obligations  
of such substitute counterparty (or its Credit Support Provider) are rated at   
least "F1" by Fitch.                                                            

          It will be an additional termination event under the Swap Contract
in the event that the Swap Counterparty fails to satisfy the following ratings  
criteria: (A) the unsecured, long-term senior debt obligations of the Swap      
Counterparty are rated at least "BBB+" by S&P, (B) either (i) the unsecured,    
long-term senior debt obligations of the Swap Counterparty are rated at least   
"A2" by Moody's (including if such rating is on watch for possible downgrade)   
and the unsecured, short-term debt obligations of the Swap Counterparty are     
rated at least "P1" by Moody's (including if such rating is on watch for        
possible downgrade) or (ii) if the Swap Counterparty does not have a short-term 
rating from Moody's, the unsecured, long-term senior debt obligations of the    
Swap Counterparty are rated at least "A1" by Moody's (including if such rating  
is on watch for possible downgrade) and (C) either (i) the unsecured, senior    
debt obligations or financial strength ratings of Party A (or its Credit Support
Provider), are rated at least "A" by Fitch or (ii) the unsecured, short-term    
debt obligations (if any) of Party A, are rated at least "F1" by Fitch; and the 
Swap Counterparty does not, within 10 days, after the occurrence of such a      
downgrade or withdrawal by S&P or Moody's, as applicable, take the action       
described in either clause (a) or (b) above. Additionally, it will be a         
termination event under the Swap Contract if the Servicer exercises its option  
to purchase the Mortgage Loans.                                                 

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          It will be an additional termination event under the Swap Contract
if the Swap Counterparty has failed to deliver any information, report,         
certification or accountants' consent when and as required under the Exchange   
Act and Item 1115(b)(1) or (b)(2) of Regulation AB with respect to certain      
reporting obligations of the depositor with respect to the issuing entity, which
continues unremedied for the time period provided in the Swap Contract, and the 
Swap Counterparty fails to transfer the Swap Contract, at its sole cost and     
expense, in whole, but not in part, to a counterparty that, (i) has agreed to   
deliver any information, report, certification or accountants' consent when and 
as required under the Exchange Act and Regulation AB with respect to certain    
reporting obligations of the depositor and the issuing entity, (ii) satisfies   
any rating requirement set forth in the Swap Contract, and (iii) is approved by 
the depositor (which approval shall not be unreasonably withheld) and any rating
agency, if applicable. In the alternative, the Swap Counterparty may post       
collateral satisfactory to both the Swap Counterparty and the depositor to the  
extent necessary to render the relevant requirement of Regulation AB to be      
inapplicable.                                                                   

         "Swap Counterparty Trigger Event" means an event of default under
the Swap Contract with respect to which the Swap Counterparty is the sole       
defaulting party or a termination event under the Swap Contract (other than     
illegality, a tax event or a tax event upon merger of the Swap Counterparty)    
with respect to which the Swap Counterparty is the sole affected party or with  
respect to a termination resulting from a ratings downgrade of the Swap         
Counterparty (as described above).                                              

   The certificates do not represent an obligation of the Swap
Counterparty or the Swap Trustee. The holders of the certificates are not       
parties to or beneficiaries under the Swap Contract and will not have any right 
to proceed directly against the Swap Counterparty in respect of its obligations 
under the Swap Contract or against the Swap Trustee in respect of its           
obligations under the pooling and servicing agreement.                          

       The Swap Contract will be filed with the SEC as an exhibit to a
Current Report on Form 8-K after the closing date.                              

Determination of LIBOR                                                          

        The certificates for a particular series may include classes for
which the pass-through rate is based on LIBOR (such certificates, "LIBOR        
Certificates").                                                                 

           LIBOR applicable to an Interest Accrual Period for a class of LIBOR
Certificates will be determined on the second London Business Day prior to the  
commencement of such Interest Accrual Period (a "LIBOR Determination Date"). On 
each LIBOR Determination Date the Trustee, as calculation agent (in such        
capacity, the "Calculation Agent"), will establish LIBOR for the Interest       
Accrual Period on the basis of the British Bankers' Association ("BBA")         
"Interest Settlement Rate" for one-month deposits in U.S. dollars as found on   
Moneyline Telerate Page 3750 as of 11:00 a.m. London time on each LIBOR         
Determination Date ("LIBOR"). Interest Settlement Rates currently are based on  
rates quoted by sixteen BBA designated banks as being, in the view of such      
banks, the offered rate at which deposits are being quoted to prime banks in the
London interbank market. Such Interest Settlement Rates are calculated by       
eliminating the four highest rates and the four lowest rates, averaging the     
eight remaining rates, carrying the result (expressed as a percentage) out to   
six decimal places, and rounding to five decimal places. "Moneyline Telerate    
Page 3750" means the display page currently so designated on the Moneyline      
Telerate Service (or such other page as may replace that page on that service   
for the purpose of displaying comparable rates or prices). "London Business Day"
means any day on which dealings in deposits of United States dollars are        
transacted in the London interbank market.                                      

           If on any LIBOR Determination Date, the Calculation Agent is unable
to calculate LIBOR in accordance with the method set forth in the immediately   
preceding paragraph, LIBOR for the next Interest Accrual Period for the         
applicable classes of LIBOR Certificates will be calculated in accordance with  
the method described in the attached free writing prospectus supplement base    
under "Description of the Certificates--Index Applicable to Floating Rate and   
Inverse Floating Rate Classes--LIBOR."                                          

            If on the initial LIBOR Determination Date, the Calculation Agent is
required but unable to determine LIBOR in the manner provided in the attached   
free writing prospectus supplement base, LIBOR for the next Interest Accrual    
Period will be 4.83%.                                                           

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Carryover Reserve Fund                                                          

       The Pooling and Servicing Agreement establishes an account (the
"Carryover Reserve Fund"), which is held in trust by the trustee on behalf of   
the holders of the certificates. On the closing date, the depositor will deposit
or cause to be deposited $1,000 in the Carryover Reserve Fund. The Carryover    
Reserve Fund will not be an asset of any REMIC.                                 

    In addition to the $1,000 deposit described in the preceding
paragraph, on the closing date the depositor will cause to be deposited in the  
Carryover Reserve Fund an amount that is expected to be sufficient to cover any 
Net Rate Carryover on the interest-bearing certificates with respect to the     
first Distribution Date. On the applicable Distribution Date, such amount will  
be distributed first to the classes of the Senior Certificates, pro rata, based 
upon the amount of any Net Rate Carryover with respect to each such class of    
certificates, and then, sequentially, to Class M-1, Class M-2, Class M-3, Class 
M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in that order. 
Any such amount that remains from the initial deposit caused by the depositor   
after payment of any Net Rate Carryover to the certificates on the first        
Distribution Date will be distributed to Lehman Brothers Inc. and will not be   
available to cover any Net Rate Carryover on subsequent Distribution Dates. On  
each Distribution Date, the Cap Trustee will deposit in the Carryover Reserve   
Fund amounts from the Cap Account and distribute the amounts to the Class A1-A  
Certificates to pay any Net Rate Carryover on that class as described under     
"Description of the Certificates--Interest--Distributions of Funds from the     
Corridor Contract" above.                                                       

Applied Realized Loss Amounts                                                   

If on any Distribution Date, after giving effect to the 
distributions described above, the aggregate Class Certificate Balance of the   
LIBOR Certificates exceeds the Pool Principal Balance, the amount of such excess
will be applied to reduce the Class Certificate Balances of the Class M-8, Class
M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1        
Certificates, in that order, in each case until the Class Certificate Balance of
such class has been reduced to zero. After the Class Certificate Balance of each
class of Subordinated Certificates has been reduced to zero, if the aggregate   
Class Certificate Balance of the Senior Certificates exceeds the aggregate      
Stated Principal Balance of the Mortgage Loans, the amount of that excess will  
be allocated to reduce the Class Certificate Balances of Senior Certificates,   
concurrently, as follows: (A) sequentially, to the Class A1-C, Class A1-B and   
Class A1-A Certificates, in that order, until their respective Class Certificate
Balances are reduced to zero, and (B) to the Class A2-A Certificates, until its 
Class Certificate Balance is reduced to zero. Any such reduction described in   
this paragraph is an "Applied Realized Loss Amount."                            

            Interest on any class of certificates, the Class Certificate Balance
of which has been reduced through the application of Applied Realized Loss      
Amounts as described above will accrue for the related class of certificates on 
the Class Certificate Balance as so reduced unless the Class Certificate Balance
is subsequently increased due to the allocation of Subsequent Recoveries to the 
Class Certificate Balance of such class as described in the definition of Class 
Certificate Balance above.                                                      

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Structuring Assumptions                                                         

         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 combined are the structuring assumptions:                                 

       o     the issuing entity consists of 92 Mortgage Loans with the
following characteristics:                  

                                                        [Enlarge/Download Table]

   Current        Mortgage     Current Adjusted                                  Gross   Maximum     
  Principal         Rate         Net Mortgage     Remaining Term to   Loan Age   Margin  Mortgage    
 Balance ($)        (%)            Rate (%)       Maturity (Months)   (Months)    (%)    Rate (%)    
--------------  ------------   ----------------   -----------------   --------   ------  --------    
                                                                                                     
    182,251.66  6.5510000000     6.1745000000            473              7       2.800   12.500     
    323,037.83  6.6760000000     6.2995000000            474              6       2.925   12.500     
  1,622,040.30  6.8530011960     6.4765011960            387              5       3.102   11.007     
  2,456,724.54  7.7071034417     7.3306034417            356              4       3.956   9.995      
  8,627,872.98  7.1761524037     6.7996524037            392              3       3.425   10.153     
 11,668,866.64  7.1776188565     6.8011188565            358              2       3.427   10.220     
 29,368,829.82  6.9429251273     6.5664251273            385              1       3.192   10.014     
    759,971.40  7.0142589792     6.6377589792            358              2       3.263   9.950      
  5,342,392.62  6.9556725365     6.5791725365            386              1       3.205   10.210     
  1,671,642.76  7.5938893013     7.2173893013            355              5       3.843   9.950      
  4,196,222.81  7.0838022650     6.7073022650            383              4       3.333   9.883      
  5,435,471.88  6.6987245758     6.3222245758            357              3       2.948   9.950      
  1,925,556.27  7.2915329482     6.9150329482            358              2       3.541   10.045     
  3,546,700.21  7.2688731069     6.8923731069            359              1       3.518   9.993      
 45,400,436.00  1.3781955001     1.0016955001            381              0       3.059   9.961      
 15,704,840.00  2.3040083821     1.9275083821            380              0       3.026   9.957      
    950,725.00  1.2500000000     0.8735000000            360              0       3.014   9.950      
    150,880.40  6.8510000000     6.4745000000            355              5       3.100   9.950      
    890,140.42  7.3393005347     6.9628005347            355              5       3.588   9.995      
  3,286,427.34  7.4209410038     7.0444410038            356              4       3.670   10.180     
    966,491.79  7.7877310306     7.4112310306            356              4       4.037   9.999      
  7,706,196.50  7.5984345463     7.2219345463            357              3       3.847   10.105     
  7,851,095.68  7.3036865922     6.9271865922            357              3       3.553   9.986      
 23,971,898.88  7.3975421763     7.0210421763            358              2       3.647   10.941     
  2,542,465.01  7.5520843934     7.1755843934            358              2       3.801   10.230     
 50,544,253.95  7.1694971137     6.7929971137            384              1       3.418   10.489     
  1,915,850.04  7.1141514309     6.7376514309            359              1       3.363   11.198     
    391,997.25  7.0510000000     6.6745000000            358              2       3.300   9.950      
  4,369,999.57  6.9458386141     6.5693386141            411              1       3.195   9.950      
    238,706.41  7.1510000000     6.7745000000            354              6       3.400   9.950      
    267,099.94  6.7760000000     6.3995000000            355              5       3.025   9.950      
    400,370.68  7.2760000000     6.8995000000            356              4       3.525   10.950     
    991,298.92  7.1450872439     6.7685872439            357              3       3.394   9.950      
  4,289,342.06  7.0899884978     6.7134884978            358              2       3.339   9.950      
    361,601.83  7.1510000000     6.7745000000            358              2       3.400   9.950      
  8,654,549.90  7.1872952974     6.8107952974            359              1       3.436   10.012     
 69,544,586.00  1.3706756972     0.9941756972            387              0       3.146   9.972      
    320,000.00  1.0000000000     0.6235000000            360              0       4.250   11.950     
 15,297,380.01  2.3040808948     1.9275808948            386              0       3.143   9.950      
  1,918,000.00  1.2500000000     0.8735000000            360              0       3.123   9.950      
    243,750.00  2.2000000000     1.8235000000            360              0       3.450   9.950      
  1,694,599.73  7.0395632149     6.6630632149            356              4       3.289   9.998      
    487,114.22  6.9916607612     6.6151607612            356              4       3.241   9.999      
  3,524,154.30  7.5095312649     7.1330312649            357              3       3.759   9.994      
  1,303,534.62  7.2152675528     6.8387675528            357              3       3.464   9.999      


                 Months to     Months to                                    Original                 
   Current       Next Rate   Next Payment     Negative                      Principal      Original  
  Principal     Adjustment    Adjustment    Amortization    Months to        Balance       Mortgage  
 Balance ($)       Date          Date         Limit (%)    Recast Date         ($)         Rate (%)  
--------------  ----------   ------------   ------------   -----------   --------------  ------------
                                                                                                     
    182,251.66       1             6             110            54           180,000.00  1.3750000000
    323,037.83       1             7             110            55           319,900.00  1.3750000000
  1,622,040.30       1             8             110            56         1,624,100.00  1.2803645423
  2,456,724.54       1             9             110            57         2,447,100.00  1.0109279050
  8,627,872.98       1             10            110            58         8,631,900.00  1.2583834410
 11,668,866.64       1             11            110            59        11,693,744.00  1.1983329242
 29,368,829.82       1             12            110            60        29,431,336.00  1.3721880291
    759,971.40       1             59            110            59           760,000.00  2.2000000000
  5,342,392.62       1             60            110            60         5,353,542.00  2.3435197277
  1,671,642.76       1             8             115            56         1,678,000.00  1.7718725875
  4,196,222.81       1             9             115            57         4,182,700.00  1.3019642697
  5,435,471.88       1             10            115            58         5,430,400.00  1.5324899721
  1,925,556.27       1             11            115            59         1,931,100.00  1.0000000000
  3,546,700.21       1             12            115            60         3,555,100.00  1.0574859328
 45,400,436.00       1             13            110            61        45,400,436.00  1.3781955001
 15,704,840.00       1             61            110            61        15,704,840.00  2.3040083821
    950,725.00       2             14            110            61           950,725.00  1.2500000000
    150,880.40       1             8             110            56           150,000.00  1.3750000000
    890,140.42       1             8             110            56           887,000.00  1.0000000000
  3,286,427.34       1             9             110            57         3,281,650.00  1.0377290937
    966,491.79       1             9             110            57           963,500.00  1.0000000000
  7,706,196.50       1             10            110            58         7,710,400.00  1.1225981215
  7,851,095.68       1             10            110            58         7,845,450.00  1.0115002299
 23,971,898.88       1             11            110            59        24,023,893.00  1.4625704387
  2,542,465.01       1             11            110            59         2,549,650.00  1.4068790396
 50,544,253.95       1             12            110            60        50,649,072.00  1.3831562374
  1,915,850.04       1             12            110            60         1,920,050.00  1.5477534382
    391,997.25       1             59            110            59           392,000.00  2.2000000000
  4,369,999.57       1             60            110            60         4,377,350.00  2.2845896214
    238,706.41       1             7             115            55           237,250.00  1.0000000000
    267,099.94       1             8             115            56           265,600.00  1.3750000000
    400,370.68       1             9             115            57           400,000.00  1.0000000000
    991,298.92       1             10            115            58           991,000.00  1.0000000000
  4,289,342.06       1             11            115            59         4,304,300.00  1.0000000000
    361,601.83       1             11            115            59           364,000.00  1.0000000000
  8,654,549.90       1             12            115            60         8,675,150.00  1.1219592587
 69,544,586.00       1             13            110            61        69,544,586.00  1.3706756972
    320,000.00       1             13            110            61           320,000.00  1.0000000000
 15,297,380.01       1             61            110            61        15,297,421.00  2.3040808948
  1,918,000.00       2             14            110            61         1,918,000.00  1.2500000000
    243,750.00       2             62            110            61           243,750.00  2.2000000000
  1,694,599.73       1             9             110            57         1,692,600.00  1.0000000000
    487,114.22       1             9             110            57           487,000.00  1.0000000000
  3,524,154.30       1             10            110            58         3,523,900.00  1.0000000000
  1,303,534.62       1             10            110            58         1,302,850.00  1.0000000000

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                                                        [Enlarge/Download Table]

   Current        Mortgage     Current Adjusted                                  Gross   Maximum     
  Principal         Rate         Net Mortgage     Remaining Term to   Loan Age   Margin  Mortgage    
 Balance ($)        (%)            Rate (%)       Maturity (Months)   (Months)    (%)    Rate (%)    
--------------  ------------   ----------------   -----------------   --------   ------  --------    
                                                                                                     
  1,842,123.99  7.2556704359     6.8791704359            358              2       3.505   9.987      
    986,559.27  6.6951204531     6.3186204531            358              2       2.944   9.999      
 14,259,281.50  7.0303079326     6.6538079326            405              1       3.279   9.952      
    209,499.56  6.6510000000     6.2745000000            359              1       2.900   9.999      
  2,074,190.65  7.0637627424     6.6872627424            392              1       3.313   9.950      
    335,582.39  7.3510000000     6.9745000000            479              1       3.600   9.950      
 26,692,670.00  1.3650982648     0.9885982648            387              0       3.204   9.950      
  7,195,400.00  2.2181643828     1.8416643828            386              0       3.125   9.950      
  1,261,100.00  1.6560740623     1.2795740623            360              0       3.172   9.950      
    276,000.00  2.2000000000     1.8235000000            360              0       3.100   9.950      
    174,742.54  6.8010000000     6.4245000000            354              6       3.050   9.999      
  2,269,774.43  7.1627288981     6.7862288981            355              5       3.412   9.999      
  8,931,832.10  7.2787693165     6.9022693165            356              4       3.528   9.996      
  1,088,127.12  7.2237005729     6.8472005729            356              4       3.473   9.990      
 28,994,044.98  7.4896059096     7.1131059096            357              3       3.739   9.995      
  4,933,726.44  7.7737366910     7.3972366910            366              3       4.023   9.995      
 56,513,235.39  7.4778571520     7.1013571520            364              2       3.727   10.028     
  6,486,860.28  7.3694829973     6.9929829973            366              2       3.618   10.354     
154,358,921.66  7.1767400498     6.8002400498            394              1       3.426   10.047     
  3,706,018.99  7.3899392023     7.0134392023            378              1       3.639   10.269     
    217,180.33  7.2010000000     6.8245000000            355              5       3.450   9.950      
    651,041.11  6.7010000000     6.3245000000            356              4       2.950   7.750      
  2,248,415.97  6.9337771282     6.5572771282            357              3       3.183   10.452     
  4,548,364.76  7.2366762758     6.8601762758            358              2       3.486   9.948      
 60,167,920.01  7.2041168210     6.8276168210            400              1       3.453   9.927      
    290,137.74  6.6543704543     6.2778704543            352              8       2.903   9.950      
    368,984.73  7.0760000000     6.6995000000            353              7       3.325   9.950      
    234,154.22  7.0760000000     6.6995000000            354              6       3.325   9.950      
    366,039.47  6.7010000000     6.3245000000            355              5       2.950   9.999      
  4,834,854.73  6.9338484017     6.5573484017            356              4       3.183   10.305     
  2,449,249.33  7.1011017048     6.7246017048            357              3       3.350   10.085     
 20,433,499.91  7.0078236426     6.6313236426            358              2       3.257   9.982      
    170,784.17  7.2010000000     6.8245000000            358              2       3.450   9.950      
 79,766,795.52  7.0745212986     6.6980212986            359              1       3.324   10.002     
  1,936,763.83  6.8478246279     6.4713246279            359              1       3.097   10.041     
418,606,385.14  1.3310893840     0.9545893840            379              0       3.393   9.947      
    876,000.00  1.1563926941     0.7798926941            360              0       3.438   9.950      
211,431,309.87  2.2818563741     1.9053563741            382              0       3.404   9.963      
 15,244,340.00  1.3320350373     0.9555350373            373              0       3.351   9.950      
  8,580,813.00  2.2986777127     1.9221777127            382              0       3.402   9.950      
    265,231.91  7.0890000000     6.7125000000            356              4       3.338   9.999      
    498,955.66  6.8010000000     6.4245000000            356              4       3.050   9.990      
    300,934.67  7.5910000000     7.2145000000            357              3       3.840   9.999      
    716,401.69  7.9594040952     7.5829040952            357              3       4.208   9.999      
    832,738.85  8.0380360089     7.6615360089            358              2       4.287   9.999      
    548,285.77  7.6782732881     7.3017732881            358              2       3.927   9.999      
    313,608.86  7.1510000000     6.7745000000            356              4       3.400   7.550      


                 Months to     Months to                                    Original                 
   Current       Next Rate   Next Payment     Negative                      Principal      Original  
  Principal     Adjustment    Adjustment    Amortization    Months to        Balance       Mortgage  
 Balance ($)       Date          Date         Limit (%)    Recast Date         ($)         Rate (%)  
--------------  ----------   ------------   ------------   -----------   --------------  ------------
                                                                                                     
  1,842,123.99       1             11            110            59         1,846,750.00  1.0591735033
    986,559.27       1             11            110            59           989,800.00  1.0000000000
 14,259,281.50       1             12            110            60        14,289,250.00  1.3590079651
    209,499.56       1             12            110            60           210,000.00  1.0000000000
  2,074,190.65       1             60            110            60         2,078,650.00  2.2661371249
    335,582.39       1             60            110            60           336,000.00  2.4000000000
 26,692,670.00       1             13            110            61        26,692,670.00  1.3650982648
  7,195,400.00       1             61            110            61         7,195,400.00  2.2181643828
  1,261,100.00       2             14            110            61         1,261,100.00  1.6560740623
    276,000.00       2             62            110            61           276,000.00  2.2000000000
    174,742.54       1             7             110            55           175,000.00  1.0000000000
  2,269,774.43       1             8             110            56         2,265,254.00  1.0000000000
  8,931,832.10       1             9             110            57         8,914,650.00  1.0120305102
  1,088,127.12       1             9             110            57         1,087,000.00  1.0000000000
 28,994,044.98       1             10            110            58        29,019,592.00  1.0542849244
  4,933,726.44       1             10            110            58         4,933,600.00  1.0000000000
 56,513,235.39       1             11            110            59        56,664,288.00  1.1054863826
  6,486,860.28       1             11            110            59         6,504,700.00  1.2440775912
154,358,921.66       1             12            110            60       154,700,133.00  1.3632759500
  3,706,018.99       1             12            110            60         3,714,100.00  1.2977178321
    217,180.33       1             56            110            56           216,000.00  1.9500000000
    651,041.11       1             57            110            57           648,000.00  2.2000000000
  2,248,415.97       1             58            110            58         2,254,000.00  2.2954704525
  4,548,364.76       1             59            110            59         4,560,900.00  2.2000000000
 60,167,920.01       1             60            110            60        60,276,803.00  2.3010579244
    290,137.74       1             5             115            53           288,000.00  1.0000000000
    368,984.73       1             6             115            54           368,000.00  1.0000000000
    234,154.22       1             7             115            55           233,600.00  1.0000000000
    366,039.47       1             8             115            56           365,000.00  1.0000000000
  4,834,854.73       1             9             115            57         4,832,120.00  1.0164790422
  2,449,249.33       1             10            115            58         2,449,800.00  1.0807272570
 20,433,499.91       1             11            115            59        20,487,370.00  1.0106444026
    170,784.17       1             11            115            59           171,270.00  2.0000000000
 79,766,795.52       1             12            115            60        79,965,930.00  1.1169911497
  1,936,763.83       1             12            115            60         1,941,200.00  1.2767039180
418,606,385.14       1             13            110            61       418,613,591.00  1.3310893840
    876,000.00       1             13            110            61           876,000.00  1.1563926941
211,431,309.87       1             61            110            61       211,437,122.00  2.2818563741
 15,244,340.00       2             14            110            61        15,244,340.00  1.3320350373
  8,580,813.00       2             62            110            61         8,580,813.00  2.2986777127
    265,231.91       1             9             110            57           264,000.00  1.0000000000
    498,955.66       1             9             110            57           500,000.00  1.0000000000
    300,934.67       1             10            110            58           301,000.00  1.0000000000
    716,401.69       1             10            110            58           715,500.00  1.0000000000
    832,738.85       1             11            110            59           835,500.00  1.0000000000
    548,285.77       1             11            110            59           550,000.00  1.0000000000
    313,608.86       1             9             115            57           312,000.00  1.0000000000

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           o     the Mortgage Loans prepay at the specified percentage of CPR,

          o     no defaults in the payment by mortgagors of principal of and
   interest on the Mortgage Loans are experienced,

          o     scheduled payments on the Mortgage Loans are received on the
            first day of each month commencing in the calendar month
             following the closing date and are computed before giving
               effect to prepayments received on the last day of the prior
month,                                      

           o     Net Prepayments are allocated as described in this prospectus
            supplement without giving effect to loss and delinquency
tests,                                      

            o     there are no net interest shortfalls and prepayments represent
            prepayments in full of individual Mortgage Loans and are
             received on the last day of each month, commencing in the
calendar month of the closing date,         

           o     the scheduled monthly payment for each Mortgage Loan has been
                 calculated initially and on each Payment Adjustment Date such
                  that each Mortgage Loan will amortize in amounts sufficient to
         repay the current balance of the Mortgage Loan by its
                 respective remaining term to maturity, subject to the Payment
Caps,                                       

    o     the initial Class Certificate Balance of each class of
          certificates is as set forth on the cover page of this
            prospectus supplement or as described in this prospectus
       supplement under "Description of the Certificates,"

o     interest accrues on each interest bearing class of
             certificates at the applicable interest rate set forth or
                described on the cover page of this prospectus supplement or
as described in this prospectus supplement, 

      o     LIBOR and MTA indices are 4.83% and 3.89%, respectively,

          o     the interest rates on the Mortgage Loans adjust according to
the MTA index;                              

          o     distributions in respect of the certificates are received in
                 cash on the 25th day of each month commencing in the calendar
month following the closing date,           

           o     the closing date of the sale of the certificates is March 31,
            2006, and the LIBOR Certificates settle with six days of
accrued interest,                           

            o     the seller is not required to repurchase or substitute for any
Mortgage Loan,                              

         o     the Servicer does not exercise the option to repurchase the
                Mortgage Loans described in this prospectus supplement under
               "--Termination of the Issuing Entity; Optional Termination"
                  other than as specified in the rows entitled "Weighted Average
            Life (in years) to Call" in the decrement tables in this
    prospectus supplement or as otherwise specified,

  o     no class of certificates becomes a Restricted Class,

            o     the minimum Monthly Payment is received on each Mortgage Loan;
and                                         

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           o     the minimum mortgage rate for a Mortgage Loan is equal to its
Gross Margin.                               

          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 ("Prepayment Assumption") does not purport to  
be a historical description of prepayment experience or a prediction of the     
anticipated rate of prepayment of any pool of mortgage loans, including the     
mortgage loans. The Prepayment Assumption assumes a constant prepayment rate    
("CPR") of 25% per annum of the then outstanding principal balance of the       
Mortgage Loans in each month during the life of the Mortgage Loans.             

         Although it is assumed that each of the Mortgage Loans prepays at
the specified percentage of CPR, this is not likely to be the case. Moreover,   
discrepancies may exist between the characteristics of the actual Mortgage Loans
that will be delivered to the trustee and characteristics of the Mortgage Loans 
used in preparing the tables.                                                   

Reports to Certificateholders                                                   

 The monthly statement is prepared by the trustee based on
information provided by the Servicer. The trustee is not responsible for        
recomputing, recalculating or verifying the information provided to it by the   
Servicer and will be permitted to conclusively rely on any information provided 
to it by the Servicer. The report to certificateholders may include additional  
or other information of a similar nature to that specified above.               

Voting Rights                                                                   

  As of any date of determination, holders of the classes of
Certificates will be allocated voting rights in respect of the certificates     
(collectively, the "Voting Rights") as follows: (x) 1% of all Voting Rights will
be allocated to the Holder of the Class R Certificates and (y) the remaining    
Voting Rights will be allocated to the classes of Offered Certificates in       
proportion to the certificate balances of the respective certificates on that   
date.                                                                           

Termination of the Issuing Entity; Optional Termination                         

    The Servicer will have the right to repurchase all remaining
Mortgage Loans and foreclosed or otherwise repossessed properties and thereby   
effect early retirement of the certificates following the Distribution Date on  
which the aggregate Stated Principal Balance of all of the Mortgage Loans and   
real estate owned by the issuing entity declines below 10% of the Pool Principal
Balance as of the Cut-off Date. In the event the Servicer exercises such option,
the purchase price distributed with respect to each affected certificate will be
100% of its then outstanding certificate balance, plus any unpaid accrued       
interest on such certificate balance at the applicable pass-through rate, in    
each case subject to reduction as provided in the pooling and servicing         
agreement if the purchase price is based in part on the appraised value of any  
foreclosed or otherwise repossessed properties or delinquent Mortgage Loans and 
the appraised value is less than the aggregate Stated Principal Balance of the  
related Mortgage Loans. Distributions in respect of any such optional           
termination will first be paid to the Senior Certificates and then, except as   
set forth in the pooling and servicing agreement, to the Subordinated           
Certificates. The proceeds from any optional termination may not be sufficient  
to distribute the full amount to which each class of certificates is entitled if
the purchase price is based in part on the appraised value of any foreclosed or 
otherwise repossessed properties or delinquent Mortgage Loans and such appraised
value is less than the Stated Principal Balance of the Mortgage Loan.           

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           The issuing entity 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 and the  
disposition of all REO properties, or (ii) the distribution 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 issuing entity other than the funds in the Certificate 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    
that 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 Certificate 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 issuing     
entity 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.                                           

        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 
issuing entity. 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 issuing entity.         

Certain Matters Regarding the Servicer, the Depositor, the Seller and the NIM   
Insurer                                                                         

          The prospectus describes the indemnification to which the Servicer
and the depositor (and their respective directors, officers, employees and      
agents) are entitled and also describes the limitations on any liability of the 
Servicer and the depositor (and their respective directors, officers, employees 
and agents)                                                                     

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to the issuing entity. See "The Agreements--Certain Matters Regarding the       
Servicer and the Depositor" in the prospectus." in the prospectus. The pooling  
and servicing agreement provides that these same provisions regarding           
indemnification and exculpation apply to the Seller and any NIM Insurer.        

Restrictions on Investment, Suitability Requirements                            

        An investment in the certificates may not be appropriate for all
investors due to tax, ERISA or other legal requirements. Investors should review
the disclosure included in this prospectus supplement and the prospectus under  
"Material Federal Income Tax Consequences," "ERISA Considerations" and "Legal   
Matters" prior to any acquisition and are encouraged to consult with their      
advisors prior to purchasing the certificates.                                  

Rights of the NIM Insurer Under the Pooling and Servicing Agreement             

            After the closing date, a separate trust or trusts (or other form of
entity) may be established to issue net interest margin securities secured by   
all or a portion of the Class P and Class C Certificates. Those net interest    
margin securities may or may not have the benefit of a financial guaranty       
insurance policy. The insurer or insurers (the "NIM Insurer") that would issue a
policy will be a third party beneficiary of the Pooling and Servicing Agreement 
and will have a number of rights under the Pooling and Servicing Agreement,     
which will include the following:                                               

           o     the right to consent to the Master Servicer's exercise of its
              discretion to waive assumption fees, late payment or other
                charges in connection with a Mortgage Loan or to arrange for
                  the extension of due dates for payments due on a mortgage note
                  for no more than 270 days, if the waivers or extensions relate
to more than 5% of the Mortgage Loans;      

            o     the right to direct the Trustee to terminate all of the rights
                and obligations of the Master Servicer under the Pooling and
              Servicing Agreement relating to the issuing entity and the
               assets of the issuing entity following the occurrence of an
               event of default under the Pooling and Servicing Agreement;

   o     the right to approve or reject the appointment of any
                 successor servicer other than the Trustee, if the Servicer is
                  required to be replaced and the Trustee is unwilling or unable
to act as successor servicer;               

      o     the right to consent to any amendment to the Pooling and
Servicing Agreement; and                    

       o     each of the rights under "Risk Factors--Rights of the NIM
Insurer" in this prospectus supplement.     

      You should note the rights that the NIM Insurer would have and
carefully evaluate its potential impact on your investment.                     

 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General                                                                         

          Delinquencies on the Mortgage Loans that are not advanced by or on
behalf of the Servicer (because amounts, if advanced, would be nonrecoverable), 
will adversely affect the yield on the certificates. Because of the priority of 
distributions, shortfalls resulting from delinquencies on the Mortgage Loans not
so advanced will be borne first by the Subordinated Certificates, in the reverse
order                                                                           
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of their numerical class designations, and then by the Senior Certificates,     
pro rata. If, as a result of shortfalls on the Mortgage Loans, the sum of the   
aggregate of the Class Certificate Balances of all classes of certificates      
exceeds the Pool Principal Balance, the Class Certificate Balance of the class  
of Subordinated Certificates then outstanding with the highest numerical class  
designation will be reduced by the amount of the excess.                        

Prepayment Considerations and Risks                                             

            The rate of principal distributions on the Offered Certificates, the
aggregate amount of distributions on the Offered Certificates and the yield to  
maturity of the Offered Certificates will be related to the rate and timing of  
payments of principal on the Mortgage Loans. The rate of principal payments on  
the Mortgage Loans will in turn be affected by the amortization schedules of the
Mortgage Loans, the rate and timing of the creation of Deferred Interest and by 
the rate of principal prepayments, including for this purpose prepayments       
resulting from refinancing, liquidations of the Mortgage Loans due to defaults, 
casualties, condemnations and repurchases by the seller or Servicer. A          
substantial majority of the Mortgage Loans have a prepayment charge if the      
related mortgagor prepays such Mortgage Loan during a period ranging from one   
year to five years after origination. Because a substantial majority of the     
Mortgage Loans contain prepayment charges, the rate of principal prepayments may
be less than the rate of principal payments for Mortgage Loans that did not have
prepayment charges. The holders of the Class P Certificates will be entitled to 
all prepayment charges received on the Mortgage Loans, and those amounts will   
not be available for distribution on the other classes of certificates. Under   
certain circumstances, as described in the pooling and servicing agreement, the 
Servicer may waive the payment of any otherwise applicable prepayment charge.   
Investors should conduct their own analysis of the effect, if any, that the     
prepayment charges, and decisions by the Servicer with respect to the waiver    
thereof, may have on the prepayment performance of the Mortgage Loans. The      
depositor makes no representations as to the effect that the prepayment charges,
and decisions by the Servicer with respect to the waiver thereof, may have on   
the prepayment performance of the Mortgage Loans. The Mortgage Loans are subject
to the "due-on-sale" provisions included therein. However, the Servicer may     
choose not to accelerate a Mortgage Loan upon the conveyance of the related     
mortgaged property if the Servicer would make a similar decision with respect to
a comparable Mortgage Loan held for its own account. See "The Mortgage Pool" in 
this prospectus supplement.                                                     

      The negative amortization of the Mortgage Loans may affect the
yields on the classes of certificates. As a result of the negative amortization 
of the Mortgage Loans, the pass-through rate on one or more classes of offered  
classes of certificates may be limited by the Net Rate Cap as described in this 
prospectus supplement under "Description of the Certificates--Interest." During 
periods in which the outstanding principal balance of a Mortgage Loan is        
increasing due to the addition of Deferred Interest to it, such increasing      
principal balance of that Mortgage Loan may approach or exceed the value of the 
related mortgaged property, thus increasing the likelihood of defaults as well  
as the amount of any loss experienced with respect to any such Mortgage Loan    
that is required to be liquidated.                                              

            In addition, because the Mortgage Rates on the Mortgage Loans adjust
at a different time than the monthly payments thereon and the Payment Caps may  
limit the amount by which the monthly payments may adjust, the amount of a      
monthly payment may be more or less than the amount necessary to fully amortize 
the principal balance of the Mortgage Loans over its then remaining term at the 
applicable Mortgage Rate. Accordingly, the Mortgage Loans may be subject to     
negative amortization or reduced amortization (if the monthly payment due on a  
Due Date is sufficient to pay interest accrued during the related Interest      
Accrual Period at the applicable Mortgage Rate but is not sufficient to reduced 
principal in accordance with a fully amortizing schedule); or accelerated       
amortization (if the monthly payment due on a Due Date is greater than the      
amount necessary to pay interest accrued during the related Interest Accrual    
Period at the applicable Mortgage Rate and to reduce principal in accordance    
with a fully amortizing                                                         

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schedule). In the event of negative amortization, Deferred Interest is added to 
the principal balance of such Mortgage Loan and, if such Deferred Interest is   
not offset by subsequent accelerated amortization, at the final payment         
adjustment date, it may result in payments during the year prior to the maturity
date of that loan greater than, and potentially substantially greater than, the 
monthly payment due for the immediately preceding year.                         

          Prepayments, liquidations and purchases of the Mortgage Loans will
result in distributions on the certificates of principal amounts that would     
otherwise be distributed over the remaining terms of these Mortgage Loans. This 
includes any optional repurchase of the remaining Mortgage Loans in connection  
with the termination of the issuing entity, as described in this prospectus     
supplement. Because the rate of payment of principal of the Mortgage Loans will 
depend on future events and a variety of factors, no assurance can be given as  
to the rate of payment of principal of the Mortgage Loans 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 the Offered Certificate is purchased at a discount or premium,  
and the degree to which the timing of payments thereon is sensitive to          
prepayments, liquidations and purchases of the Mortgage Loans. Further, an      
investor should consider the risk that, in the case of any 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 the       
investor that is lower than the anticipated yield and, in the case of any other 
Offered Certificate purchased at a premium, a faster than anticipated rate of   
principal payments could result in an actual yield to the 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, servicing decisions, as well as the characteristics
of the Mortgage Loans included in the mortgage pool as described in this        
prospectus supplement under "The Mortgage Pool--General" and "--Underwriting    
Process." In general, if prevailing interest rates were to fall significantly   
below the Mortgage Rates on the Mortgage Loans, the Mortgage Loans could be     
subject to higher prepayment rates than if prevailing interest rates were to    
remain at or above the Mortgage Rates on the Mortgage Loans. Conversely, if     
prevailing interest rates were to rise significantly, the rate of prepayments on
the Mortgage Loans would generally be expected to decrease. No assurances can be
given as to the rate of prepayments on the Mortgage Loans in stable or changing 
interest rate environments. Furthermore, with respect to up to 30% of the       
Mortgage Loans, the depositor may deliver all or a portion of each related      
Mortgage File to the trustee not later than five business days after the closing
date. Should the seller fail to deliver all or a portion of any mortgage files  
to the depositor or other designee of the depositor or, at the depositor's      
direction, to the trustee within that period, the seller will be required to use
its best efforts to deliver a substitute mortgage loan for the related delayed  
delivery Mortgage Loan or repurchase the related delayed delivery Mortgage Loan.
Any repurchases pursuant to this provision would also have the effect of        
accelerating the rate of prepayments on the Mortgage Loans.                     

         The rate and timing of principal prepayments relative to the rate
and timing of the creation of Deferred Interest on the Mortgage Loans will also 
affect the yields to maturity on the classes of certificates. To the extent that
Net Deferred Interest exists, it will be allocated in the priority described in 
this prospectus supplement. Any allocation of Net Deferred Interest to a class  
of certificates will reduce the amount of interest distributable on that class. 
Although interest will thereafter accrue on the Net Deferred Interest so        
allocated, the increase in the related Class Certificate Balance may increase   
the weighted average life of the applicable class of certificates. Any increase 
in the weighted average life of the applicable class of certificates may        
increase the risk that Realized Losses will be allocated to those classes of    
certificates. We cannot assure you as to the rate, timing or amount of the      
allocation of Net Deferred Interest to any class of certificates or as to the   
resulting effect on the yield to maturity or the                                

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weighted average life of any class of certificates. The amount of the Deferred  
Interest on the Mortgage Loans is offset by using a portion of the Principal    
Prepayment Amount to make distributions of Current Interest on the certificates.
On any Distribution Date, to the extent that the aggregate Deferred Interest    
on the Mortgage Loans as of the related Due Date exceeds the Principal          
Prepayment Amount as of the end of the related Prepayment Period, such excess   
amounts will be deducted from the interest payable on the certificates and      
thereby cause a delay in the payment of accrued interest on the classes of      
certificates to which the Net Deferred Interest is allocated.                   

          The proceeds of the Corridor Contract that will be received by the
Cap Trust are intended to provide the Class A1-A Certificates some protection   
against any Net Rate Carryover. However, the payments that will be received by  
the Cap Trust in respect of the Corridor Contract will be based on the Corridor 
Contract Notional Balance, and not on the actual Class Certificate Balance of   
the Class A1-A Certificates. Therefore, the Corridor Contract may not provide   
sufficient funds to cover such Net Rate Carryover. In addition, payments under  
the Corridor Contracts are limited to a corridor of specified rates as described
under "Description of the Certificates -- The Corridor Contracts" above.        

    Although amounts received by the Cap Trust in respect of the
Corridor Contract will be available to pay Net Rate Carryover on the Class A1-A 
Certificates to the extent described under "Description of the Certificates --  
Interest--Distributions of Funds from the Corridor Contract" on or prior to the 
Corridor Contract Termination Date, we cannot give any assurance that funds will
be available or sufficient to pay such amounts. The ratings assigned to the     
Class A1-A Certificates do not address the likelihood of the payment of Net Rate
Carryover.                                                                      

        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 on the Mortgage Loans 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 distributions        
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 distributions.                                                        

Weighted Average Lives of the Offered Certificates                              

            The weighted average life of an Offered Certificate is determined by
(a) multiplying the amount of the net 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 the Distribution Date, (b) summing the    
results and (c) dividing the sum by the aggregate amount of the net reductions  
in the Class Certificate Balance of the Certificate referred to in clause (a).  

      For a discussion of the factors that may influence the rate of
payments (including prepayments) of the Mortgage Loans, see "--Prepayment       
Considerations and Risks" in this prospectus supplement and "Yield and          
Prepayment 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. The weighted average lives of the Offered Certificates, however, will
depend upon a variety of other factors, including the timing of changes in the  
rate of principal distributions, and the priority sequence of distributions of  
principal of the classes of certificates. See "Description of the               
Certificates--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 the class.                                

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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 the    
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 the Decrement Tables under the next heading.  

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 percentages of
the Prepayment Assumption and the corresponding weighted average lives of the   
classes. The tables have been prepared on the basis of the structuring          
assumptions. It is not likely that the Mortgage Loans will have the precise     
characteristics described in this prospectus supplement or all of the Mortgage  
Loans will prepay at the percentages of the Prepayment Assumption specified in  
the tables or at any other constant rate. Moreover, the diverse remaining terms 
to maturity of the Mortgage Loans could produce slower or faster principal      
distributions than indicated in the tables, which have been prepared using the  
specified constant percentages of the Prepayment Assumption, even if the        
remaining term to maturity of the Mortgage Loans is consistent with the         
remaining terms to maturity of the Mortgage Loans specified in the structuring  
assumptions.                                                                    

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 Percent of Initial Class Certificate Balances Outstanding

                                                        [Enlarge/Download Table]

                                     Class A1-A, Class A1-B, Class A1-C and                                              
                                                   Class A2-A                                    Class M-1               
                                                Percentage of CPR                            Percentage of CPR           
                                   ------------------------------------------  ------------------------------------------
Distribution Date                  12.50%   18.75%   25.00%   31.25%   37.50%  12.50%   18.75%   25.00%   31.25%   37.50%
-----------------                  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                         
Initial Percentage ...............   100      100      100      100      100      100     100      100      100      100 
March 2007 .......................    89       82       75       68       61      100     100      100      100      100 
March 2008 .......................    80       68       57       46       37      100     100      100      100      100 
March 2009 .......................    71       55       42       30       21      100     100      100      100      100 
March 2010 .......................    61       43       30       21       15      100     100       86       61       42 
March 2011 .......................    52       34       23       15        9      100      96       64       42       26 
March 2012 .......................    44       27       17       10        6      100      77       48       28       16 
March 2013 .......................    38       23       13        7        4       83      49       28       15        4 
March 2014 .......................    33       18       10        5        2       71      39       21       10        0 
March 2015 .......................    28       14        7        3        1       61      31       15        1        0 
March 2016 .......................    24       12        5        2        *       53      25       11        0        0 
March 2017 .......................    21        9        4        1        *       45      20        5        0        0 
March 2018 .......................    18        7        3        1        0       39      16        0        0        0 
March 2019 .......................    15        6        2        *        0       33      13        0        0        0 
March 2020 .......................    13        5        1        0        0       28      10        0        0        0 
March 2021 .......................    11        4        1        0        0       24       4        0        0        0 
March 2022 .......................     9        3        *        0        0       20       0        0        0        0 
March 2023 .......................     8        2        *        0        0       17       0        0        0        0 
March 2024 .......................     7        1        0        0        0       14       0        0        0        0 
March 2025 .......................     5        1        0        0        0       12       0        0        0        0 
March 2026 .......................     5        1        0        0        0       10       0        0        0        0 
March 2027 .......................     4        *        0        0        0        5       0        0        0        0 
March 2028 .......................     3        *        0        0        0        0       0        0        0        0 
March 2029 .......................     2        0        0        0        0        0       0        0        0        0 
March 2030 .......................     2        0        0        0        0        0       0        0        0        0 
March 2031 .......................     1        0        0        0        0        0       0        0        0        0 
March 2032 .......................     1        0        0        0        0        0       0        0        0        0 
March 2033 .......................     *        0        0        0        0        0       0        0        0        0 
March 2034 .......................     *        0        0        0        0        0       0        0        0        0 
March 2035 .......................     0        0        0        0        0        0       0        0        0        0 
March 2036 and thereafter ........     0        0        0        0        0        0       0        0        0        0 
Weighted Average Life (in                                                                                                
   years) to Maturity** ..........  6.97     4.67     3.39     2.60     2.06    11.65    8.28     6.30     5.01     4.28 
Weighted Average Life (in                                                                                                
   years) to Call*** .............  6.55     4.33     3.14     2.40     1.90    10.99    7.77     5.92     4.71     4.00 

----------                                                                      
*     Indicates a value greater than 0% and less than 0.5%                      
**    Determined as specified under "Weighted Average Lives of the Offered      
Certificates" in this prospectus supplement.                        
***   Determined as specified under "Weighted Average Lives of the Offered      
   Certificates" in this prospectus supplement and assumes that the master
 servicer exercises the option to repurchase the Mortgage Loans on the
earliest possible Distribution Date.                                

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                                                    Class M-2                                  Class M-3                 
                                                Percentage of CPR                          Percentage of CPR             
                                   ------------------------------------------  ------------------------------------------
Distribution Date                  12.50%   18.75%   25.00%   31.25%   37.50%  12.50%   18.75%   25.00%   31.25%   37.50%
-----------------                  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                         
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     100       86       61       42      100     100       86       61       42 
March 2011 .......................    100      96       64       42       26      100      96       64       42       26 
March 2012 .......................    100      77       48       28       16      100      77       48       28       16 
March 2013 .......................     83      49       28       15        0       83      49       28       15        0 
March 2014 .......................     71      39       21        3        0       71      39       21        0        0 
March 2015 .......................     61      31       15        0        0       61      31       15        0        0 
March 2016 .......................     53      25        7        0        0       53      25        0        0        0 
March 2017 .......................     45      20        0        0        0       45      20        0        0        0 
March 2018 .......................     39      16        0        0        0       39      16        0        0        0 
March 2019 .......................     33      13        0        0        0       33       1        0        0        0 
March 2020 .......................     28       2        0        0        0       28       0        0        0        0 
March 2021 .......................     24       0        0        0        0       24       0        0        0        0 
March 2022 .......................     20       0        0        0        0       20       0        0        0        0 
March 2023 .......................     17       0        0        0        0       17       0        0        0        0 
March 2024 .......................     14       0        0        0        0       14       0        0        0        0 
March 2025 .......................     10       0        0        0        0        0       0        0        0        0 
March 2026 .......................      2       0        0        0        0        0       0        0        0        0 
March 2027 .......................      0       0        0        0        0        0       0        0        0        0 
March 2028 .......................      0       0        0        0        0        0       0        0        0        0 
March 2029 .......................      0       0        0        0        0        0       0        0        0        0 
March 2030 .......................      0       0        0        0        0        0       0        0        0        0 
March 2031 .......................      0       0        0        0        0        0       0        0        0        0 
March 2032 .......................      0       0        0        0        0        0       0        0        0        0 
March 2033 .......................      0       0        0        0        0        0       0        0        0        0 
March 2034 .......................      0       0        0        0        0        0       0        0        0        0 
March 2035 .......................      0       0        0        0        0        0       0        0        0        0 
March 2036 and thereafter ........      0       0        0        0        0        0       0        0        0        0 
Weighted Average Life (in                                                                                                
   years) to Maturity** ..........  11.50    8.15     6.20     4.93     4.18    11.36    8.04     6.11     4.87     4.15 
Weighted Average Life (in years)                                                                                         
   to Call*** ....................  10.99    7.76     5.92     4.71     3.97    10.99    7.76     5.91     4.71     3.97 

----------                                                                      
*     Indicates a value greater than 0% and less than 0.5%                      
**    Determined as specified under "Weighted Average Lives of the Offered      
Certificates" in this prospectus supplement.                        
***   Determined as specified under "Weighted Average Lives of the Offered      
   Certificates" in this prospectus supplement and assumes that the master
 servicer exercises the option to repurchase the Mortgage Loans on the
earliest possible Distribution Date.                                

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                                                  Class M-4                                      Class M-5               
                                               Percentage of CPR                             Percentage of CPR           
                                   ------------------------------------------  ------------------------------------------
Distribution Date                  12.50%   18.75%   25.00%   31.25%   37.50%   12.50%   18.75%  25.00%   31.25%   37.50%
-----------------                  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                         
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     100       86       61       42      100     100       86       61       42 
March 2011 .......................    100      96       64       42       26      100      96       64       42       26 
March 2012 .......................    100      77       48       28       10      100      77       48       28        0 
March 2013 .......................     83      49       28        6        0       83      49       28        0        0 
March 2014 .......................     71      39       21        0        0       71      39       21        0        0 
March 2015 .......................     61      31        7        0        0       61      31        0        0        0 
March 2016 .......................     53      25        0        0        0       53      25        0        0        0 
March 2017 .......................     45      20        0        0        0       45      18        0        0        0 
March 2018 .......................     39      10        0        0        0       39       0        0        0        0 
March 2019 .......................     33       0        0        0        0       33       0        0        0        0 
March 2020 .......................     28       0        0        0        0       28       0        0        0        0 
March 2021 .......................     24       0        0        0        0       24       0        0        0        0 
March 2022 .......................     20       0        0        0        0       19       0        0        0        0 
March 2023 .......................     17       0        0        0        0        1       0        0        0        0 
March 2024 .......................      *       0        0        0        0        0       0        0        0        0 
March 2025 .......................      0       0        0        0        0        0       0        0        0        0 
March 2026 .......................      0       0        0        0        0        0       0        0        0        0 
March 2027 .......................      0       0        0        0        0        0       0        0        0        0 
March 2028 .......................      0       0        0        0        0        0       0        0        0        0 
March 2029 .......................      0       0        0        0        0        0       0        0        0        0 
March 2030 .......................      0       0        0        0        0        0       0        0        0        0 
March 2031 .......................      0       0        0        0        0        0       0        0        0        0 
March 2032 .......................      0       0        0        0        0        0       0        0        0        0 
March 2033 .......................      0       0        0        0        0        0       0        0        0        0 
March 2034 .......................      0       0        0        0        0        0       0        0        0        0 
March 2035 .......................      0       0        0        0        0        0       0        0        0        0 
March 2036 and thereafter ........      0       0        0        0        0        0       0        0        0        0 
Weighted Average Life (in                                                                                                
 years)to Maturity** .............  11.24    7.94     6.04     4.81     4.14    11.07    7.80     5.94     4.73     4.06 
Weighted Average Life (in                                                                                                
 years) to Call*** ...............  10.99    7.75     5.91     4.71     3.97    10.99    7.75     5.91     4.70     3.94 

----------                                                                      
*     Indicates a value greater than 0% and less than 0.5%                      
**    Determined as specified under "Weighted Average Lives of the Offered      
Certificates" in this prospectus supplement.                        
***   Determined as specified under "Weighted Average Lives of the Offered      
   Certificates" in this prospectus supplement and assumes that the master
 servicer exercises the option to repurchase the Mortgage Loans on the
earliest possible Distribution Date.                                

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                                                    Class M-6                                     Class M-7              
                                                Percentage of CPR                             Percentage of CPR          
                                   ------------------------------------------  ------------------------------------------
Distribution Date                  12.50%   18.75%   25.00%   31.25%   37.50%  12.50%   18.75%   25.00%   31.25%   37.50%
-----------------                  ------   ------   ------   ------   ------  ------   ------   ------   ------   ------
                                                                                                                         
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     100       86       61       42      100     100       86       61       42 
March 2011 .......................    100      96       64       42       19      100      96       64       42        0 
March 2012 .......................    100      77       48       27        0      100      77       48        0        0 
March 2013 .......................     83      49       27        0        0       83      49        0        0        0 
March 2014 .......................     71      39        1        0        0       71      38        0        0        0 
March 2015 .......................     61      31        0        0        0       61      10        0        0        0 
March 2016 .......................     53      16        0        0        0       53       0        0        0        0 
March 2017 .......................     45       0        0        0        0       45       0        0        0        0 
March 2018 .......................     39       0        0        0        0       35       0        0        0        0 
March 2019 .......................     33       0        0        0        0       16       0        0        0        0 
March 2020 .......................     27       0        0        0        0        0       0        0        0        0 
March 2021 .......................     12       0        0        0        0        0       0        0        0        0 
March 2022 .......................      0       0        0        0        0        0       0        0        0        0 
March 2023 .......................      0       0        0        0        0        0       0        0        0        0 
March 2024 .......................      0       0        0        0        0        0       0        0        0        0 
March 2025 .......................      0       0        0        0        0        0       0        0        0        0 
March 2026 .......................      0       0        0        0        0        0       0        0        0        0 
March 2027 .......................      0       0        0        0        0        0       0        0        0        0 
March 2028 .......................      0       0        0        0        0        0       0        0        0        0 
March 2029 .......................      0       0        0        0        0        0       0        0        0        0 
March 2030 .......................      0       0        0        0        0        0       0        0        0        0 
March 2031 .......................      0       0        0        0        0        0       0        0        0        0 
March 2032 .......................      0       0        0        0        0        0       0        0        0        0 
March 2033 .......................      0       0        0        0        0        0       0        0        0        0 
March 2034 .......................      0       0        0        0        0        0       0        0        0        0 
March 2035 .......................      0       0        0        0        0        0       0        0        0        0 
March 2036 and thereafter ........      0       0        0        0        0        0       0        0        0        0 
Weighted Average Life (in                                                                                                
 years) to Maturity** ............  10.74    7.56     5.76     4.64     3.94    10.14    7.14     5.45     4.49     3.74 
Weighted Average Life (in                                                                                                
  years) to Call*** ..............  10.74    7.56     5.76     4.64     3.92    10.14    7.14     5.45     4.49     3.74 

----------                                                                      
*     Indicates a value greater than 0% and less than 0.5%                      
**    Determined as specified under "Weighted Average Lives of the Offered      
Certificates" in this prospectus supplement.                        
***   Determined as specified under "Weighted Average Lives of the Offered      
   Certificates" in this prospectus supplement and assumes that the master
 servicer exercises the option to repurchase the Mortgage Loans on the
earliest possible Distribution Date.                                

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                                     Class M-8
                                     Percentage of CPR
                                    ------------------------------------------
Distribution Date                    12.50%   18.75%   25.00%   31.25%   37.50% 
-----------------                    ------   ------   ------   ------   ------ 
Initial Percentage ...............     100      100      100      100      100  
March 2007 .......................     100      100      100      100      100  
March 2008 .......................     100      100      100      100      100  
March 2009 .......................     100      100      100      100      100  
March 2010 .......................     100      100       86       48        4  
March 2011 .......................     100       96       55        4        0  
March 2012 .......................     100       77       17        0        0  
March 2013 .......................      83       21        0        0        0  
March 2014 .......................      71        0        0        0        0  
March 2015 .......................      48        0        0        0        0  
March 2016 .......................      29        0        0        0        0  
March 2017 .......................      12        0        0        0        0  
March 2018 .......................       0        0        0        0        0  
March 2019 .......................       0        0        0        0        0  
March 2020 .......................       0        0        0        0        0  
March 2021 .......................       0        0        0        0        0  
March 2022 .......................       0        0        0        0        0  
March 2023 .......................       0        0        0        0        0  
March 2024 .......................       0        0        0        0        0  
March 2025 .......................       0        0        0        0        0  
March 2026 .......................       0        0        0        0        0  
March 2027 .......................       0        0        0        0        0  
March 2028 .......................       0        0        0        0        0  
March 2029 .......................       0        0        0        0        0  
March 2030 .......................       0        0        0        0        0  
March 2031 .......................       0        0        0        0        0  
March 2032 .......................       0        0        0        0        0  
March 2033 .......................       0        0        0        0        0  
March 2034 .......................       0        0        0        0        0  
March 2035 .......................       0        0        0        0        0  
March 2036 and thereafter ........       0        0        0        0        0  
Weighted Average Life (in                                                       
years) to Maturity** ...........    8.91     6.33     5.08     3.99     3.35
Weighted Average Life (in                                                       
years) to Call*** ..............    8.91     6.33     5.08     3.99     3.35

----------                                                                      
*     Indicates a value greater than 0% and less than 0.5%                      
**    Determined as specified under "Weighted Average Lives of the Offered      
Certificates" in this prospectus supplement.                        
***   Determined as specified under "Weighted Average Lives of the Offered      
   Certificates" in this prospectus supplement and assumes that the master
 servicer exercises the option to repurchase the Mortgage Loans on the
earliest possible Distribution Date.                                

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Final Scheduled Distribution Date                                               

           The "Final Scheduled Distribution Date" for the certificates is the
Distribution Date in May 2046. Because 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 any 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 "Yield, Prepayment and Maturity Considerations--Prepayment           
Considerations and Risks" and "--Weighted Average Lives of the Offered          
Certificates" in this prospectus supplement and "Yield and Prepayment           
Considerations" in the prospectus.                                              

The Subordinated Certificates                                                   

            General. The weighted average life of, and the yield to maturity on,
the Subordinated Certificates, in increasing order of their numerical class     
designation, will be progressively more sensitive to the rate and timing of     
mortgagor defaults and the severity of ensuing losses on the Mortgage Loans. In 
particular, the rate and timing of mortgagor defaults and the severity of       
ensuing losses on the Mortgage Loans may be affected by the characteristics of  
the Mortgage Loans as described under "The Mortgage Pool--General" and          
"--Underwriting Process." If the actual rate and severity of losses on the      
Mortgage Loans is higher than those assumed by a holder of a Subordinated       
Certificate, the actual yield to maturity of the Certificate may be lower than  
the yield expected by the holder based on the holder's assumptions. The timing  
of losses on Mortgage Loans will also affect an investor's actual yield to      
maturity, even if the rate of defaults and severity of losses over the life of  
the mortgage pool are consistent with an investor's expectations. In addition,  
shortfalls in cash available for distributions on the Subordinated Certificates 
will result in a reduction in the Class Certificate Balance of the class of     
Subordinated Certificates then outstanding with the highest numerical class     
designation if and to the extent that the aggregate of the Class Certificate    
Balances of the certificates (other than the Class P Certificates), following   
all distributions and the allocation of Realized Losses on the Mortgage Loans on
a Distribution Date, exceeds the Pool Principal Balance as of the Due Date      
occurring in the month of the Distribution Date. As a result of the reductions, 
less interest will accrue on the class of Subordinated Certificates than        
otherwise would be the case. See "Description of the Certificates--Allocation of
Losses" in this prospectus supplement.                                          

 LEGAL PROCEEDINGS

        There are no legal proceedings against IndyMac Bank, F.S.B., the
depositor, the trustee, the issuing entity or the Servicer, or to which any of  
their respective properties are subject, that is material to the                
certificateholders, nor is the depositor aware of any proceedings of this type  
contemplated by governmental authorities.                                       

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

           The following discussion and the discussion in the prospectus under
the caption "Material Federal Income Tax Consequences" is the opinion of Sidley 
Austin LLP ("Tax Counsel") on the anticipated material federal income tax       
consequences of the purchase, ownership, and disposition of the Offered         
Certificates. It is based on the current provisions and interpretations of the  
Code and the accompanying Treasury regulations and on current judicial and      
administrative rulings. All of these authorities are subject to change and any  
change can apply retroactively.                                                 

       For federal income tax purposes, the issuing entity (exclusive of the
Swap Trust, the Swap Contract, the Swap Account, the Cap Trust, the Cap         
Contract, the Cap Account and the Carryover Reserve Fund) will consist of one or
more REMICs in a tiered structure. The highest REMIC will be referred to as the 
"Master REMIC", and each REMIC below the Master REMIC will be referred to as an 
"underlying REMIC." Each underlying REMIC will issue multiple classes of        
uncertificated interests (the "underlying REMIC Regular Interests"), which will 
be designated as the regular interests in such underlying REMIC and will be held
by the REMIC directly above such underlying REMIC in a tiered structure. The    
assets of the lowest REMIC in this tiered structure will consist of the         

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Mortgage Loans and any other assets designated in the pooling and servicing     
agreement. The Master REMIC will issue the Senior Certificates and the          
Subordinated Certificates (together, excluding the Class R Certificate, the     
"Regular Certificates"). The Regular Certificates will be designated as the     
regular interests in the Master REMIC. In addition, each class of LIBOR         
Certificates will represent a beneficial interest in the right to receive       
certain payments of Net Rate Carryover as described below. The rights of the    
LIBOR Certificates to receive payments of such Net Rate Carryover will          
represent, for federal income tax purposes, separate contractual rights coupled 
with REMIC regular interests within the meaning of Treasury regulation Sections 
1.860G-2(i). Elections will be made to treat each of the REMICs as a REMIC for  
federal tax purposes. The Class R Certificates will represent the beneficial    
ownership of the residual interest in each underlying REMIC (if any) and the    
residual interest in the Master REMIC. The assets of the Master REMIC will      
consist of the underlying REMIC Regular Certificates (or, if there are no       
underlying REMICs, the Mortgage Loans and any other assets designated in the    
pooling and servicing agreement). If there are one or more underlying REMICs,   
the aggregate distributions on the underlying REMIC Regular Interests held by   
the Master REMIC will equal the aggregate distributions on the Regular          
Certificates issued by the Master REMIC. The Swap Trust, the Swap Contract, the 
Swap Account, the Cap Trust, the Cap Contract, the Cap Account and the Carryover
Reserve Fund will not constitute any part of any REMIC created under the pooling
and servicing agreement.                                                        

Taxation of the Regular Interest Component of the LIBOR Certificates            

     A holder of a class of LIBOR Certificates will be treated for
federal income tax purposes as owning an interest in the corresponding class of 
regular interests in the Master REMIC (this interest is referred herein as the  
"regular interest component" of the LIBOR Certificate). In addition, the Pooling
and Servicing Agreement provides that each holder of a LIBOR Certificate will be
treated as owning an interest in a limited recourse interest rate cap contract  
representing the right to receive Net Rate Carryover (this interest is referred 
herein as the "basis risk contract component" of the LIBOR Certificate). The    
regular interest component of a LIBOR Certificate will be entitled to receive   
interest and principal distributions at the times and in the amounts equal to   
those made on the LIBOR Certificate to which it corresponds, except that (i) the
maximum interest rate of that regular interest component will equal the Net Rate
Cap computed for this purpose without regard to any amounts paid by the issuing 
entity pursuant to subsection (A)(i)(b) of the definition of the Swap Adjustment
Rate, (ii) Net Rate Carryover will be deemed to include the excess, if any, of  
the Net Rate Cap over the maximum interest rate specified in clause (i), and    
(iii) any amounts paid by the issuing entity pursuant to subsection (A)(i)(b) of
the definition of the Swap Adjustment Rate will be treated as being payable     
first from Net Monthly Excess Cashflow 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 a LIBOR Certificate may exceed the actual  
amount of distributions on the LIBOR Certificate.                               

            A holder of a LIBOR Certificate must allocate its purchase price for
the LIBOR 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, in the    
case of the LIBOR Certificates, be viewed as having been issued with 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).                                                                        

Upon the sale, exchange, or other disposition of a LIBOR
Certificate, the holder must allocate the amount realized between the components
of the LIBOR Certificate based on the relative fair market values of those      
components at the time of sale. Assuming that a LIBOR Certificate is held as a  
"capital asset" within the meaning of Section 1221 of the Code, gain or loss on 
the disposition of an interest in the 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--Gain or Loss on Disposition".                                     

         Interest on the regular interest component of a LIBOR 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 LIBOR Certificates could be considered to    
have been issued with OID. For purposes of determining the amount and rate of   
accrual of OID and market discount, the issuing entity intends to assume that   
there will be prepayments on the Mortgage Loans at a rate equal to 100% of the  
Prepayment Assumption. No representation is made as to whether the Mortgage     
Loans will prepay at the foregoing rate or any other rate. See "Yield,          
Prepayment and Maturity Considerations" and "Material Federal Income Tax        
Consequences" in the prospectus.                                                

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           If the holders of any Regular Certificates are treated as acquiring
their certificates at a premium, the holders are encouraged to consult their tax
advisors regarding the election to amortize bond premium and the method to be   
employed. See "Material Federal Income Tax Consequences--REMIC Certificates--a. 
Regular Certificates" in the prospectus.                                        

Status of the LIBOR Certificates                                                

         The regular interest components of the LIBOR 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 issuing entity,        
exclusive of Carryover Reserve Fund and the Swap Trust, would be so treated. In 
addition, to the extent the regular interest component of a LIBOR 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. In addition, the regular interest components of the LIBOR Certificates  
will be treated as assets described in Section 860G(a)(3) of the Code. The basis
risk contract components of the LIBOR Certificates will not, however, qualify as
assets described in Section 7701(a)(19)(C) of the Code, as real estate assets   
under Section 856(c)(5)(B) of the Code or as assets described in Section        
860G(a)(3) of the Code.                                                         

The Basis Risk Contract Components                                              

          The following discussion assumes that the rights of the holders of
the LIBOR Certificates under the basis risk contract will be treated as rights  
under a notional principal contract rather than as a partnership for federal    
income tax purposes. If these rights were treated as representing the beneficial
interests in an entity taxable as a partnership for federal income tax purposes,
then there could be different tax timing consequences to all such               
certificateholders and different withholding tax consequences on payments of Net
Rate Carryover to holders of the LIBOR Certificates who are non-U.S. Persons.   
Prospective investors in the LIBOR Certificates should consult their tax        
advisors regarding their appropriate tax treatment.                             

            As indicated above, a portion of the purchase price paid by a holder
to acquire a LIBOR Certificate will be attributable to the basis risk contract  
component of such certificate. As of the closing date, the basis risk contract  
components are expected to have an insubstantial value relative to the regular  
interest components. The portion of the overall purchase price attributable to  
the basis risk contract component must be amortized over the life of such       
certificate, taking into account the declining balance of the related regular   
interest component. Treasury regulations concerning notional principal contracts
provide alternative methods for amortizing the purchase price of an interest    
rate cap contract. Under the level yield method, the price paid for an interest 
rate cap is amortized over the life of the cap as though it were the principal  
amount of a loan bearing interest at a reasonable rate. Holders are urged to    
consult their tax advisors concerning the methods that can be employed to       
amortize the portion of the purchase price paid for the basis risk contract     
component of a LIBOR Certificate.                                               

          Any Net Rate Carryover paid to a holder from the Carryover Reserve
Fund or the Swap Trust will be treated as periodic payments on an interest rate 
cap contract. To the extent the sum of such periodic payments for any year      
exceeds that year's amortized cost of the related basis risk contract component,
such excess is ordinary income. Conversely, to the extent that the amount of    
that year's amortized cost exceeds the sum of the periodic payments, such excess
shall represent a net deduction for that year. In addition, any amounts payable 
on a regular interest component in excess of the amount of payments on the LIBOR
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 LIBOR Certificates and then paid by such owners to the Swap Trust pursuant 
to the basis risk contract. 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 LIBOR Certificates may be treated as a guarantee of the obligation
of the holder of the Class C Certificates to make payments under the interest   
rate swap agreement.                                                            

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      A beneficial owner's ability to recognize a net deduction with
respect to the basis risk contract component of a LIBOR 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, 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 a LIBOR 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 a LIBOR Certificate may have income   
that exceeds cash distributions on the LIBOR Certificate, in any period over the
term of the LIBOR Certificate. As a result, the LIBOR 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.                                             

Taxation of the Residual Certificates                                           

         The holders of the Residual Certificates must include the taxable
income of each underlying REMIC and the Master REMIC in their federal taxable   
income. The resulting tax liability of the holders may exceed cash distributions
to them during certain periods. All or a portion of the taxable income from a   
Residual Certificate recognized by a holder may be treated as "excess inclusion"
income, which with limited exceptions, cannot be reduced by deductions          
(including net operating losses) and in all cases is subject to U.S. federal    
income tax.                                                                     

         In computing alternative minimum taxable income, the special rule
providing that taxable income cannot be less than the sum of the taxpayer's     
excess inclusions for the year does not apply. However, a taxpayer's alternative
minimum taxable income cannot be less than the sum of the taxpayer's excess     
inclusions for the year. In addition, the amount of any alternative minimum tax 
net operating loss is determined without regard to any excess inclusions.       

       Purchasers of a Residual Certificate are encouraged to consider
carefully the tax consequences of an investment in Residual Certificates        
discussed in the prospectus and consult their tax advisors with respect to those
consequences. See "Material Federal Income Tax Consequences - REMIC Certificates
- b. Residual Certificates" in the prospectus. In particular, prospective       
holders of Residual Certificates are encouraged to consult their tax advisors   
regarding whether a Residual Certificate will be treated as a "noneconomic"     
residual interest, as a "tax avoidance potential" residual interest or both.    
Among other things, holders of Residual Certificates that are treated as        
noneconomic residual interests should be aware of REMIC regulations that govern 
the treatment of "inducement fees" and that may affect their ability to transfer
the Residual Certificates. See "Material Federal Income Tax Consequences -      
Tax-Related Restrictions on Transfer of Residual Certificates - Noneconomic     
Residual Certificates" and "Material Federal Income Tax Consequences - b.       
Residual Certificates - Excess Inclusions" in the prospectus.                   

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ERISA CONSIDERATIONS

         Any fiduciary of an employee benefit or other plan or arrangement
(such as an individual retirement account or Keogh plan) that is subject to the 
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or to    
Section 4975 of the Code (a "Plan") that proposes to cause the Plan to acquire  
any of the Offered Certificates (directly or indirectly through investment by an
entity or account holding assets of the Plan) is encouraged to consult with its 
counsel with respect to the potential consequences of the Plan's acquisition and
ownership of the certificates under ERISA and Section 4975 of the Code. See     
"ERISA Considerations" in the prospectus. Section 406 of ERISA prohibits        
"parties in interest" with respect to an employee benefit plan subject to ERISA 
from engaging in various different types of transactions involving the Plan and 
its assets unless a statutory, regulatory or administrative exemption applies to
the transaction. Section 4975 of the Code imposes excise taxes on prohibited    
transactions involving "disqualified persons" and Plans described under that    
Section. ERISA authorizes the imposition of civil penalties for prohibited      
transactions involving Plans not subject to the requirements of Section 4975 of 
the Code.                                                                       

          Some employee benefit plans, including governmental plans and some
church plans, are not subject to ERISA's requirements. Accordingly, assets of   
those plans may be invested in the Offered Certificates without regard to the   
ERISA considerations described in this prospectus supplement and in the         
prospectus, subject to the provisions of other applicable federal and state law.
Any of those plans that is qualified and exempt from taxation under Sections    
401(a) and 501(a) of the Code may be subject to the prohibited transaction rules
set forth in Section 503 of the Code.                                           

        Investments by Plans or with assets of Plans that are subject to
ERISA must satisfy ERISA's general fiduciary requirements, including the        
requirement of investment prudence and diversification and the requirement that 
a Plan's investments be made in accordance with the documents governing the     
Plan. A fiduciary that decides to invest the assets of a Plan in the Offered    
Certificates should consider, among other factors, the extreme sensitivity of   
the investment to the rate of principal payments (including prepayments) on the 
Mortgage Loans. It is anticipated that the certificates will constitute "equity 
interests" in the issuing entity and an additional right to payments from       
proceeds of the Swap Contract and, in the case of the Class A1-A Certificates,  
the Corridor Contract, for the purpose of the Plan Assets Regulation.           

      The U.S. Department of Labor has granted to the underwriter an
administrative exemption (each, an "Exemption") from some of the prohibited     
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code with respect to the initial purchase, the holding and the subsequent
resale by Plans of securities, including certificates, in pass-through trusts   
that consist of specified receivables, loans and other obligations that meet the
conditions and requirements of the Exemption. The Exemption applies to mortgage 
loans such as the Mortgage Loans. The Exemption extends exemptive relief to     
certificates, including Subordinated Certificates, rated in the four highest    
generic rating categories in certain designated transactions when the conditions
of the Exemption, including the requirement that an investing plan be an        
"accredited investor" as defined in Rule 501(a)(1) of Regulation D under the    
Securities Act of 1933, as amended, are met.                                    

          For a general description of the Exemption and the conditions that
must be satisfied for the Exemption to apply, see "ERISA Considerations" in the 
prospectus.                                                                     

        Except as provided below with respect to rights to payments from
proceeds of the Swap Contract and the Corridor Contract, it is expected that the
Exemption will apply to the acquisition and holding by Plans of the Offered     
Certificates and that all conditions of the Exemption other than those within   
the control of the investors will be met. In addition, as of the date hereof,   
there is no single mortgagor that is the obligor on five percent (5%) of the    
Mortgage Loans included in the issuing entity by aggregate unamortized principal
balance of the assets of the issuing entity.                                    

       The rating of a certificate may change. If a class of certificates no
longer has a rating of at least BBB- (or its equivalent) from at least one of   
S&P, Fitch or Moody's, certificates of that class will no longer be eligible for
relief under the Exemption (although a Plan that had purchased the certificate  
when it had an investment-grade rating would not be required by the Exemption to
dispose of it). A certificate that satisfies the requirements of the Exemption  
other than the ratings requirement may be eligible for purchase by an insurance 
company investing assets                                                        

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of its general account that include plan assets when the requirements of        
Sections I and III of Prohibited Transaction Class Exemption 95-60 are met.     

          The Swap Contract and the Corridor Contract do not meet all of the
requirements under the Exemption and have not been included in the issuing      
entity, and consequently the right to payments from the Swap Contract or the    
Corridor Contract is not eligible for the exemptive relief available under the  
Exemption. For ERISA purposes, an interest in a LIBOR Certificate should        
represent a beneficial interest in two assets: (i) the right to receive payments
from the issuing entity with respect to the applicable class and without taking 
into account payments from proceeds of the Swap Contract and, in the cases of   
the Class A1-A Certificates, from proceeds of the Corridor Contract, and (ii)   
the right to receive payments from proceeds of the Swap Contract (and, in the   
case of the Class A1-A Certificates, the Corridor Contract). A Plan's purchase  
and holding of a LIBOR Certificate could constitute or otherwise result in a    
prohibited transaction under ERISA and Section 4975 of the Code unless an       
exemption is available.                                                         

        Accordingly, so long as the Swap Contract or, in the case of the
Class A1-A Certificates, the Corridor Contract, is in effect, no Plan or other  
person using plan assets may acquire or hold any interest in a LIBOR Certificate
unless, in addition to satisfying the conditions, above, of the Exemption, such 
acquisition and holding are eligible for the exemptive relief available under   
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 84-14 (for  
transactions effected by independent "qualified professional asset managers",   
PTCE 90-1 (for transactions by insurance company pooled separate accounts), PTCE
91-38 (for transactions by bank collective investment funds), PTCE 95-60 (for   
transactions by insurance company general accounts), or PTCE 96-23 (for         
transactions effected by "in-house asset managers") (collectively, the          
"Investor-Based Exemptions") or a similar exemption. It should be noted,        
however, that even if the conditions specified in one or more Investor-Based    
Exemptions are met, the scope of relief may not necessarily cover all acts that 
might be construed as prohibited transactions. Plan fiduciaries should consult  
legal counsel concerning these issues.                                          

      As long as the Swap Contract or, in the case of the Class A1-A
Certificates, the Corridor Contract, is in effect, each beneficial owner of a   
LIBOR Certificate or any interest in a LIBOR Certificate, by its acceptance and 
holding of such LIBOR Certificate or interest therein, will be deemed to have   
represented that either (i) it is not a Plan or a person investing plan assets  
in such LIBOR Certificate, or (ii) its acquisition and holding of such LIBOR    
Certificate are eligible for the exemptive relief available under at least one  
of the Investor-Based Exemptions.                                               

       Prospective Plan investors are encouraged to consult with their
legal advisors concerning the impact of ERISA and the Code, the effect of the   
Plan Assets Regulation and the applicability of the Exemption described in the  
prospectus, and the potential consequences in their specific circumstances,     
before making an investment in any of the Offered Certificates. Moreover, each  
Plan fiduciary is encouraged to determine whether, under the general fiduciary  
standards of investment prudence and diversification, an investment in the      
issuing entity and in rights with respect to payments derived from the Swap     
Contract (and, in the case of the Class A1-A Certificates, the Corridor         
Contract), represented by an interest in the Offered Certificates is appropriate
for the Plan, taking into account the overall investment policy of the Plan and 
the composition of the Plan's investment portfolio.                             

  The sale of Offered Certificates to a Plan is no respect a
representation by the issuer or any underwriter of the certificates that this   
investment meets all relevant legal requirements with respect to investments by 
Plans generally or any particular Plan, or that this investment is appropriate  
for Plans generally or any particular Plan.                                     

METHOD OF DISTRIBUTION

         Subject to the terms and conditions set forth in the underwriting
agreement between the depositor and Lehman Brothers Inc. ("Lehman" or the       
"Underwriter"), the depositor has agreed to sell the Offered Certificates to the
Underwriter and the Underwriter has agreed to purchase from the depositor the   
Offered Certificates.                                                           

    Distribution of the Offered Certificates will be made by the
Underwriter from time to time in negotiated transactions or otherwise at varying
prices to be determined at the time of sale. The Underwriter may effect such    
transactions by selling the Offered Certificates to or through dealers and such 
dealers may receive from the Underwriter, for which they act as agent,          
compensation in the form of underwriting discounts, concessions or commissions. 
The Underwriter and any dealers that participate with the Underwriter in the    
distribution of the Offered Certificates may be deemed to be underwriters, and  
any discounts, commissions or concessions received by                           

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them, and any profits or resale of the Offered Certificates purchased by them,  
may be deemed to be underwriting discounts and commissions under the Securities 
Act of 1933, as amended.                                                        

            The depositor has been advised by the Underwriter that it intends to
make a market in the Offered Certificates purchased by it but it does not have  
any obligation to do so. We cannot give any assurance that a secondary market   
for the Offered Certificates will develop or, if it does develop, that it will  
continue or that it will provide certificateholders with a sufficient level of  
liquidity of investment.                                                        

         The depositor has agreed to indemnify the Underwriter against, or
make contributions to the Underwriter with respect to, liabilities, customarily 
indemnified against, including liabilities under the Securities Act of 1933, as 
amended.                                                                        

 USE OF PROCEEDS

          It is expected that the proceeds to the depositor from the sale of
the Offered Certificates will be approximately 99.96% of the aggregate Class    
Certificate Balance of the Offered Certificates, before deducting issuance      
expenses payable by the depositor. The depositor will apply the net proceeds of 
the sale of the Offered Certificates against the purchase price of the Mortgage 
Loans on the closing date.                                                      

 LEGAL MATTERS

          The validity of the certificates, including their material federal
income tax consequences, will be passed upon for the depositor by Sidley Austin 
LLP, New York, New York. Certain legal matters will be passed upon for the      
Underwriter by McKee Nelson LLP.                                                

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 RATINGS

          It is a condition to the issuance of the Offered Certificates that
they be assigned ratings not lower than the following by S&P and Moody's.       

           Class               S&P/Moody's
----------------------------   -----------
A1-A .......................     AAA/Aaa  
A1-B .......................     AAA/Aaa  
A1-C .......................     AAA/Aaa  
A2-A .......................     AAA/Aaa  
M-1 ........................     AA+/Aa1  
M-2 ........................     AA/Aa2   
M-3 ........................     AA-/Aa3  
M-4 ........................      A/A2    
M-5 ........................      A-/A3   
M-6 ........................    BBB/Baa2  
M-7 ........................    BBB-/Baa3 
M-8 ........................     BBB-/NR  

         The ratings assigned by S&P to mortgage pass-through certificates
address the likelihood of the receipt of all distributions on the Mortgage Loans
by the certificateholders under the agreements pursuant to which the            
certificates are issued. S&P ratings take into consideration the credit quality 
of the related mortgage pool, including any credit support providers, structural
and legal aspects associated with the certificates, and the extent to which the 
payment stream on the mortgage pool is adequate to make the payments required by
the certificates.                                                               

The ratings assigned by Moody's to mortgage pass-through
certificates address the likelihood of the receipt by certificateholders of all 
distributions to which such certificateholders are entitled under the           
transaction structure. Moody's ratings reflect its analysis of the riskiness of 
the Mortgage Loans and its analysis of the structure of the transaction as set  
forth in the operative documents. Moody's ratings do not address the effect on  
the certificates' yield attributable to prepayments or recoveries on the        
underlying Mortgage Loans. The ratings of the rating agencies do not address the
possibility that, as a result of principal prepayments, certificateholders may  
receive a lower than anticipated yield.                                         

        The rating agencies have stated that their standard policy is to
monitor ratings on public offered securities for which a rating as been         
provided, unless the depositor has requested a rating without ongoing           
surveillance. A rating agency will monitor the rating it issues on an ongoing   
basis and may update the rating after conducting its regular review of the      
depositor's or issuing entity's creditworthiness or after conducting a review of
the status of the rating upon becoming aware of any information that might      
reasonably be expected to result in a change of rating. The depositor has not   
requested that any rating agency not monitor their ratings of the Offered       
Certificates, and the depositor has not requested that any rating agency use any
monitoring procedures other than their standard procedures.                     

            The ratings assigned to the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A security     
rating is not a recommendation to buy, sell or hold securities and may be       
subject to revision or withdrawal at any time by the rating agencies.           

            The depositor has not requested a rating of the Offered Certificates
by any rating agency other than the rating agencies; there can be no assurance, 
however, as to whether any other rating agency will rate the Offered            
Certificates or, if it does, what rating would be assigned by the other rating  
agency. The rating assigned by the other rating agency to the Offered           
Certificates could be lower than the respective ratings assigned by the rating  
agencies.                                                                       

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SCHEDULE 1

Corridor                        
            Contract          Corridor          Corridor
            Notional       Contract Strike      Contract
             Balance of           Rate          Ceiling Rate
              Class A1-A      for Class A1-A    for Class A1-A
Distribution Date   Certificates ($)  Certificates (%)   Certificates (%)       
-----------------   ----------------  ----------------   ----------------       
April 2006           709,190,546.66             9.4335            10.2900       
May 2006             691,168,930.84             9.4335            10.2900       
June 2006            674,692,087.56             9.4335            10.2900       
July 2006            659,365,817.22             9.4335            10.2900       
August 2006          644,367,826.88             9.4335            10.2900       
September 2006       629,690,926.62             9.4335            10.2900       
October 2006         615,328,093.86             9.4335            10.2900       
November 2006        601,272,446.25             9.4335            10.2900       
December 2006        587,516,644.46             9.4335            10.2900       
January 2007         574,052,038.34             9.4335            10.2900       
February 2007        560,868,208.57             9.4335            10.2900       
March 2007           547,953,547.53             9.4335            10.2900       
April 2007           535,283,449.38             9.4335            10.2900       
May 2007             522,834,628.62             9.4335            10.2900       
June 2007            510,651,742.25             9.4335            10.2900       
July 2007            498,730,735.21             9.4335            10.2900       
August 2007          487,065,878.41             9.4335            10.2900       
September 2007       475,651,545.01             9.4335            10.2900       
October 2007         464,482,239.61             9.4335            10.2900       
November 2007        453,552,576.46             9.4335            10.2900       
December 2007        442,856,798.10             9.4335            10.2900       
January 2008         432,388,086.93             9.4335            10.2900       
February 2008        422,138,195.80             9.4335            10.2900       
March 2008           412,097,916.36             9.4335            10.2900       
April 2008           402,247,557.42             9.4335            10.2900       
May 2008             392,568,489.30             9.4335            10.2900       
June 2008            383,096,858.05             9.4335            10.2900       
July 2008            373,829,532.75             9.4335            10.2900       
August 2008          364,759,071.20             9.4335            10.2900       
September 2008       355,875,477.42             9.4335            10.2900       
October 2008         347,183,187.47             9.4335            10.2900       
November 2008        338,676,923.78             9.4335            10.2900       
December 2008        330,309,371.46             9.4335            10.2900       
January 2009         322,055,919.86             9.4335            10.2900       
February 2009        313,965,246.85             9.4335            10.2900       
March 2009           305,890,289.54             9.4335            10.2900       
April 2009           297,945,252.04             9.4335            10.2900       
May 2009             289,247,538.77             9.4335            10.2900       
June 2009            280,700,231.17             9.4335            10.2900       
July 2009            272,351,925.70             9.4335            10.2900       
August 2009          263,939,671.31             9.4335            10.2900       
September 2009       256,857,614.80             9.4335            10.2900       

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Corridor                        
            Contract          Corridor          Corridor
            Notional       Contract Strike      Contract
             Balance of           Rate          Ceiling Rate
              Class A1-A      for Class A1-A    for Class A1-A
Distribution Date   Certificates ($)  Certificates (%)   Certificates (%)       
-----------------   ----------------  ----------------   ----------------       
October 2009         250,648,957.82             9.4335            10.2900       
November 2009        244,580,804.51             9.4335            10.2900       
December 2009        238,657,645.19             9.4335            10.2900       
January 2010         232,867,306.20             9.4335            10.2900       
February 2010        227,215,251.38             9.4335            10.2900       
March 2010           221,698,395.29             9.4335            10.2900       
April 2010           216,310,285.81             9.4335            10.2900       
May 2010             211,052,232.05             9.4335            10.2900       
June 2010            205,920,585.18             9.4335            10.2900       
July 2010            200,912,843.17             9.4335            10.2900       
August 2010          196,024,638.90             9.4335            10.2900       
September 2010       191,250,895.24             9.4335            10.2900       
October 2010         186,591,931.19             9.4335            10.2900       
November 2010        182,041,727.22             9.4335            10.2900       
December 2010        177,599,646.28             9.4335            10.2900       
January 2011         173,261,184.33             9.4335            10.2900       
February 2011        168,985,748.11             9.4335            10.2900       
March 2011           164,814,574.96             9.4335            10.2900       
April 2011           160,744,522.90             9.4335            10.2900       
May 2011             156,773,830.73             9.4335            10.2900       
June 2011            152,900,092.43             9.4335            10.2900       
July 2011            149,120,959.87             9.4335            10.2900       
August 2011          145,434,141.49             9.4335            10.2900       
September 2011       141,837,400.88             9.4335            10.2900       
October 2011         138,328,555.50             9.4335            10.2900       
November 2011        134,905,475.40             9.4335            10.2900       
December 2011        131,566,081.91             9.4335            10.2900       
January 2012         128,308,346.43             9.4335            10.2900       
February 2012        125,130,289.27             9.4335            10.2900       
March 2012           122,029,978.40             9.4335            10.2900       
April 2012           119,005,528.37             9.4335            10.2900       
May 2012             119,005,528.37             9.4335            10.2900       
June 2012            118,145,636.89             9.4335            10.2900       
July 2012            115,214,639.42             9.4335            10.2900       
August 2012          112,355,423.47             9.4335            10.2900       
September 2012       109,566,246.88             9.4335            10.2900       
October 2012         106,845,409.51             9.4335            10.2900       
November 2012        104,191,252.20             9.4335            10.2900       
December 2012        101,602,155.82             9.4335            10.2900       
January 2013          99,076,540.32             9.4335            10.2900       
February 2013         96,612,863.73             9.4335            10.2900       
March 2013            94,209,621.32             9.4335            10.2900       
April 2013            91,865,344.66             9.4335            10.2900       
May 2013              89,578,600.73             9.4335            10.2900       
June 2013             87,347,991.16             9.4335            10.2900       
July 2013             85,172,151.27             9.4335            10.2900       

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Corridor                        
            Contract          Corridor          Corridor
            Notional       Contract Strike      Contract
             Balance of           Rate          Ceiling Rate
              Class A1-A      for Class A1-A    for Class A1-A
Distribution Date   Certificates ($)  Certificates (%)   Certificates (%)       
-----------------   ----------------  ----------------   ----------------       
August 2013           83,049,749.38             9.4335            10.2900       
September 2013        80,979,485.94             9.4335            10.2900       
October 2013          78,960,092.79             9.4335            10.2900       
November 2013         76,990,332.39             9.4335            10.2900       
December 2013         75,068,997.09             9.4335            10.2900       
January 2014          73,194,908.44             9.4335            10.2900       
February 2014         71,366,916.44             9.4335            10.2900       
March 2014            69,583,898.88             9.4335            10.2900       
April 2014            67,844,760.68             9.4335            10.2900       
May 2014              66,148,433.23             9.4335            10.2900       
June 2014             64,493,873.73             9.4335            10.2900       

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INDEX OF DEFINED TERMS

Adjusted Net Mortgage Rate ........................................   S-44, S-63
Applied Realized Loss Amount ......................................         S-80
BBA ...............................................................         S-79
Book-Entry Certificates ...........................................         S-51
Calculation Agent .................................................         S-79
Cap Account .......................................................         S-56
Cap Trust .........................................................         S-64
Cap Trustee .......................................................         S-64
Carryover Reserve Fund ............................................         S-80
Certificate Owners ................................................         S-51
CI ................................................................         S-53
Class M-1 Principal Distribution Amount ...........................         S-67
Class M-1 Target Amount ...........................................         S-68
Class M-2 Principal Distribution Amount ...........................         S-68
Class M-2 Target Amount ...........................................         S-68
Class M-3 Principal Distribution Amount ...........................         S-68
Class M-3 Target Amount ...........................................         S-68
Class M-4 Principal Distribution Amount ...........................         S-68
Class M-4 Target Amount ...........................................         S-68
Class M-5 Principal Distribution Amount ...........................         S-69
Class M-5 Target Amount ...........................................         S-69
Class M-6 Principal Distribution Amount ...........................         S-69
Class M-6 Target Amount ...........................................         S-69
Class M-7 Principal Distribution Amount ...........................         S-69
Class M-7 Target Amount ...........................................         S-69
Class M-8 Principal Distribution Amount ...........................         S-69
Class M-8 Target Amount ...........................................         S-69
Clearstream, Luxembourg ...........................................         S-53
CNCEP .............................................................         S-49
Collateralization Event ...........................................         S-78
Cooperative .......................................................         S-54
Corridor Contract .................................................         S-64
Corridor Contract Counterparty ....................................         S-64
Corridor Contract Termination Date ................................         S-64
CPR ...............................................................         S-84
Cumulative Loss Trigger Event .....................................         S-71
Current Interest ..................................................         S-62
Cut-off Date Pool Principal Balance ...............................         S-29
DBC ...............................................................         S-53
DBNTC .............................................................         S-47
Deferred Interest .................................................   S-18, S-64
Definitive Certificate ............................................         S-51
Delinquency Rate ..................................................         S-72
Delinquency Trigger Event .........................................         S-71
Determination Date ................................................         S-44
DTC ...............................................................      S-51, 1
DTC Rules .........................................................         S-52
Due Date ..........................................................         S-29
Euroclear .........................................................         S-51
Euroclear Operator ................................................         S-53
Euroclear Participants ............................................         S-54
European Depositaries .............................................         S-51
Excess Cashflow ...................................................         S-72
Excess Interest ...................................................         S-22
FICO Credit Scores ................................................         S-31
Final Scheduled Distribution Date .................................         S-96
Financial Intermediary ............................................         S-52
Global Securities .................................................            1
Gross Margin ......................................................         S-29
Index .............................................................         S-29
Indirect Participants .............................................         S-52
IndyMac Bank ......................................................         S-28
Interest Accrual Period ...........................................         S-62
Interest Carry Forward Amount .....................................         S-63
Interest Funds ....................................................         S-62
Interest Remittance Amount ........................................         S-60
Interest Settlement Rate ..........................................         S-79
Issuing Entity ....................................................         S-46
IXIS CIB ..........................................................         S-48
IXIS FP ...........................................................         S-48
Lehman ............................................................        S-101
LIBOR .............................................................         S-79
LIBOR Certificates ................................................         S-79
LIBOR Determination Date ..........................................         S-79
Loan-to-Value Ratio ...............................................         S-31
London Business Day ...............................................         S-79
Maximum Mortgage Rate .............................................         S-29
Moneyline Telerate Page 3750 ......................................         S-79
Mortgage Loans ....................................................         S-28
Mortgage Notes ....................................................         S-28
Mortgaged Properties ..............................................         S-28
MTA index .........................................................         S-29
Net Deferred Interest .............................................         S-64
Net Prepayments ...................................................         S-64
Net Rate Cap ......................................................         S-63
Net Rate Carryover ................................................         S-63
Net Swap Payment ..................................................         S-75
New CI ............................................................         S-53
NIM Insurer .......................................................         S-86
OC Floor ..........................................................         S-70
Overcollateralization Deficiency Amount ...........................         S-70
Overcollateralization Release Amount ..............................         S-70
Overcollateralization Target Amount ...............................         S-70
Overcollateralized Amount .........................................         S-70
Participants ......................................................         S-52
Pass-Through Margin ...............................................         S-62
Pass-Through Rate .................................................         S-62
Payment Adjustment Date ...........................................         S-30
Payment Cap .......................................................         S-30
Pool Principal Balance ............................................         S-67
Prepayment Assumption .............................................         S-84
Prepayment Interest Excess ........................................         S-61
Prepayment Period .................................................         S-67
Principal Distribution Amount .....................................         S-67
Principal Prepayment Amount .......................................         S-64
Principal Remittance Amount .......................................         S-60
Private Certificates ..............................................         S-50
Realized Loss .....................................................         S-71
Recast Date .......................................................         S-30
Record Date .......................................................         S-60
Relevant Depositary ...............................................         S-51
Rolling Three Month Delinquency Rate ..............................         S-72

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Senior Certificates ...............................................         S-50
Senior Enhancement Percentage .....................................         S-71
Senior Principal Distribution Amount ..............................         S-67
Senior Target Amount ..............................................         S-67
Significance Estimate .............................................         S-49
Significance Percentage ...........................................         S-49
Stated Principal Balance ..........................................         S-67
Stepdown Date .....................................................         S-70
Subsequent Recoveries .............................................         S-72
Substitution Adjustment Amount ....................................         S-37
Swap Account ......................................................         S-55
Swap Adjustment Rate ..............................................         S-63
Swap Contract .....................................................         S-74
Swap Contract Notional Balance ....................................         S-76
Swap Contract Termination Date ....................................         S-76
Swap Counterparty .................................................         S-74
Swap Counterparty Ratings Requirement .............................         S-78
Swap Counterparty Trigger Event ...................................         S-79
Swap Table ........................................................         S-76
Swap Termination Payment ..........................................         S-78
Swap Trust ........................................................         S-74
Swap Trustee ......................................................         S-74
Target Amount .....................................................         S-74
Terms and Conditions ..............................................         S-54
Trigger Event .....................................................         S-71
Trustee ...........................................................         S-47
U.S. Person .......................................................            3
Underwriter .......................................................        S-101
Unpaid Realized Loss Amount .......................................         S-71

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ANNEX 1:
 Global Clearance, Settlement And Tax Documentation Procedures

          Except in certain limited circumstances, the Offered Certificates,
other than the Class A-R Certificates, will be offered globally (the "Global    
Securities") and will be available only in book-entry form. Investors in the    
Global Securities may hold such Global Securities through The Depository Trust  
Company ("DTC") and, upon request, through Clearstream or Euroclear. The Global 
Securities will be tradable as home market instruments in both the European and 
U.S. domestic markets. Initial settlement and all secondary trades will settle  
in same-day funds.                                                              

            Secondary market trading between investors holding Global Securities
through Clearstream and Euroclear will be conducted in the ordinary way in      
accordance with their normal rules and operating procedures and in accordance   
with conventional eurobond practice (i.e., seven calendar day settlement).      

            Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable  
to U.S. corporate debt obligations.                                             

           Secondary cross-market trading between Clearstream or Euroclear and
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositaries of Clearstream and Euroclear (in such 
capacity) and as Participants.                                                  

          Non-U.S. holders (as described below) of Global Securities will be
Subject to U.S. withholding taxes unless such holders meet certain requirements 
and deliver appropriate U.S. tax documents to the securities clearing           
organizations or their participants.                                            

Initial Settlement                                                              

           All Global Securities will be held in book-entry form by DTC in the
name of Cede & Co. as nominee of DTC. Investors' interests in the Global        
Securities will be represented through financial institutions acting on their   
behalf as direct and indirect Participants in DTC. As a result, Clearstream and 
Euroclear will hold positions on behalf of their participants through their     
respective European Depositaries, which in turn will hold such positions in     
accounts as Participants.                                                       

           Investors electing to hold their Global Securities through DTC will
follow the settlement practices applicable to conventional eurobonds, except    
that there will be no temporary Global Security and no "lock-up" or restricted  
period. Investor securities custody accounts will be credited with their        
holdings against payment in same-day funds on the settlement date.              

  Investors electing to hold their Global Securities through
Clearstream or Euroclear accounts will follow the settlement procedures         
applicable to conventional eurobonds, except that there will be no temporary    
global security and no "lock-up" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against      
payment in same-day funds.                                                      

Secondary Market Trading                                                        

   Since the purchaser determines the place of delivery, it is
important to establish at the time of the trade where both the purchaser's and  
seller's accounts are located to ensure that settlement can be made on the      
desired value date.                                                             

      Trading between Participants. Secondary market trading between
Participants will be settled using the procedures applicable to prior mortgage  
loan asset-backed certificates issues in same-day funds.                        

            Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between Clearstream participants or Euroclear Participants will  
be settled using the procedures applicable to conventional eurobonds in same-day
funds.                                                                          

         Trading between DTC Seller and Clearstream or Euroclear purchaser. When
Global Securities are to be transferred from the account of a Participant to the
account of a Clearstream participant or a Euroclear Participant, the purchaser  
will send instructions to Clearstream or Euroclear through a Clearstream        
participant or Euroclear Participant at least one business day prior to         
settlement. Clearstream or Euroclear will instruct the respective Depositary, as
the case may                                                                    

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be, to receive the Global Securities against payment. Payment will include      
interest accrued on the Global Securities from and including the last coupon    
payment date to and excluding the settlement date, on the basis of a 360-day    
year and the actual number of days in the accrual period. For transactions      
settling on the 31st of the month, payment will include interest accrued to and 
excluding the first day of the following month. Payment will then be made by the
respective Depositary of the Participant's account against delivery of the      
Global Securities. After settlement has been completed, the Global Securities   
will be credited to the respective clearing system and by the clearing system,  
in accordance with its usual procedures, to the Clearstream participant's or    
Euroclear Participant's account. The Securities credit will appear the next day 
(European time) and the cash debt will be back-valued to, and the interest on   
the Global Securities will accrue from, the value date (which would be the      
preceding day when settlement occurred in New York). If settlement is not       
completed on the intended value date (i.e., the trade fails), the Clearstream or
Euroclear cash debt will be valued instead as of the actual settlement date.    

        Clearstream participants and Euroclear Participants will need to
make available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition  
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring within Clearstream or Euroclear. Under  
this approach, they may take on credit exposure to Clearstream or Euroclear     
until the Global Securities are credited to their accounts one day later.       

           As an alternative, if Clearstream or Euroclear has extended at line
of credit to them, Clearstream participants or Euroclear Participants can elect 
not to preposition funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Clearstream participants or Euroclear         
Participants purchasing Global Securities would incur overdraft charges for one 
day, assuming they cleared the overdraft when the Global Securities were        
credited to their accounts. However, interest on the Global Securities would    
accrue from the value date. Therefore, in many cases the investment income on   
the Global Securities earned during that one-day period may substantially reduce
or offset the amount of such overdraft charges, although this result will depend
on each Clearstream participant's or Euroclear Participant's particular cost of 
funds.                                                                          

            Since the settlement is taking place during New York business hours,
Participants can employ their usual procedures for sending Global Securities to 
the respective European Depositary for the benefit of Clearstream participants  
or Euroclear Participants. The sale proceeds will be available to the DTC seller
on the settlement date. Thus, to the Participants a cross-market transaction    
will settle no differently than a trade between two Participants.               

          Trading between Clearstream or Euroclear Seller and DTC Purchaser.
Due to time zone differences in their favor, Clearstream participants and       
Euroclear Participants may employ their customary procedures for transactions in
which Global Securities are to be transferred by the respective clearing system,
through the respective Depositary, to a Participant. The seller will send       
instructions to Clearstream or Euroclear through a Clearstream participant or   
Euroclear Participant at least one business day prior to settlement. In these   
cases Clearstream or Euroclear will instruct the respective Depositary, as      
appropriate, to deliver the Global Securities to the Participant's account      
against payment. Payment will include interest accrued on the Global Securities 
from and including the last Coupon payment to and excluding the settlement date 
on the basis of a 360-day year and the actual number of days in the accrual     
period. For transactions settling on the 31st of the month, payment will include
interest accrued to and excluding the first day of the following month. The     
payment will then be reflected in the account of the Clearstream participant or 
Euroclear Participant the following day, and receipt of the cash proceeds in the
Clearstream participant's or Euroclear Participant's account would be           
back-valued to the value date (which would be the preceding day, when settlement
occurred in New York). If the Clearstream participant or Euroclear Participant  
have a line of credit with its respective clearing system and elect to be in    
debt in anticipation of receipt of the sale proceeds in its account, the        
back-valuation will extinguish any overdraft incurred over that one-day period. 
If settlement is not completed on the intended value date (i.e., the trade      
fails), receipt of the cash proceeds in the Clearstream participant's or        
Euroclear Participant's account would instead be valued as of the actual        
settlement date.                                                                

       Finally, day traders that use Clearstream or Euroclear and that
purchase Global Securities from Participants for delivery to Clearstream        
participants or Euroclear Participants should note that these trades would      
automatically fail on the sale side unless affirmative action were taken. At    
least three techniques should be readily available to eliminate this potential  
problem:                                                                        

                  1.    borrowing through Clearstream or Euroclear accounts) for
         one day (until the purchase side of the day trade is reflected in
       their Clearstream or Euroclear accounts) in accordance with the
clearing system's customary procedures;                 

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              2.    borrowing the Global Securities in the United States
           from a Participant no later than one day prior to settlement, which
           would give the Global Securities sufficient time to be reflected in
          their Clearstream or Euroclear account in order to settle the sale
side of the trade; or                                   

                  3.    staggering the value dates for the buy and sell sides of
  the trade so that the value date for the purchase from the
            Participant is at least one day prior to the value date for the sale
to the Clearstream participant or Euroclear Participant.

Certain U.S. Federal Income Tax Documentation Requirements                      

          A beneficial owner of Global Securities holding Securities through
Clearstream or Euroclear (or through DTC if the holder has an address outside   
the U.S.) will be subject to the U.S. withholding tax that generally applies to 
payments of interest (including original issue discount) on registered debt     
issued by U.S. Persons, unless (i) each clearing system, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business in the chain of intermediaries between such beneficial owner and the
U.S. entity required to withhold tax complies with applicable certification     
requirements and (ii) such beneficial owner takes one of the following steps to 
obtain an exemption or reduced tax rate:                                        

o     Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of Global 
     Securities that are non-U.S. Persons can obtain a complete exemption from
      the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign
   Status of Beneficial Owner for United States Tax Withholding). Non-U.S.
    Persons that are Certificate Owners residing in a country that has a tax
     treaty with the United States can obtain an exemption or reduced tax rate
 (depending on the treaty terms) by filing Form W-8BEN (Certificate of
     Foreign Status of Beneficial Owner for United States Tax Withholding). If
   the information shown on Form W-8BEN changes, a new Form W-8BEN must be
     filed within 30 days of such change. More complex rules apply to nominees
and entities treated as partnerships that are not U.S. Persons.     

o     Exemption for non-U.S. Persons with effectively connected income (Form    
     W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with
      a U.S. branch, for which the interest income is effectively connected with
  its conduct of a trade or business in the United States, can obtain an
    exemption from the withholding tax by filing Form W-8ECI (Certificate of
Foreign Person's Claim for Exemption from Withholding on Income     
Effectively Connected with the Conduct of a Trade or Business in the
United States).                                                     

o     Exemptions for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
      exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).                  

         In each case, the Certificate Owner of a Global Security files by
submitting the appropriate form to the person through whom it holds (the        
clearing agency, in the case of persons holding directly on the books of the    
clearing agency). Form W-8BEN and Form W-8ECI are generally effective until the 
end of the third succeeding calendar year after the date such form is signed    
unless the information provided in the form changes. If information in the form 
changes, a new form must be provided within 30 days of such change.             

            The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a corporation
or partnership for United States federal income tax purposes organized in or    
under the laws of the United States or any state thereof or the District of     
Columbia (unless, in the case of a partnership, Treasury regulations provide    
otherwise) or (iii) an estate the income of which is includible in gross income 
for United States tax purposes, regardless of its source, or (iv) a trust if a  
court within the United States is able to exercise primary supervision over the 
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts in     
existence on August 20, 1996, and treated as United States persons prior to that
date, that elect to continue to be treated as United States persons will also be
a U.S. Person. This summary does not deal with all aspects of U.S. federal      
income tax withholding that may be relevant to foreign holders of the Global    
Securities. Investors are advised to consult their own tax advisors for specific
tax advice concerning their holding and disposing of the Global Securities.     

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PROSPECTUS                                                                      

 INDYMAC MBS, INC.
 Depositor

Mortgage Pass-Through Certificates
(Issuable in Series)

--------------------------------------------------------------------------------
Please carefully consider our discussion of some of the risks of investing in   
the certificates under "Risk Factors" beginning on page 4.                      
--------------------------------------------------------------------------------

The certificates will represent obligations of the related trust fund only and  
will not represent an interest in or obligation of IndyMac MBS, Inc., any       
seller, servicer, or any of their affiliates.                                   

The Trusts                                                                      

Each trust will be established to hold assets in its trust fund transferred to  
it by IndyMac MBS, Inc. The assets in each trust fund will be specified in the  
prospectus supplement for the particular trust and will generally consist of:   

o     first lien mortgage loans secured by one- to four-family residential      
properties or participations in that type of loan,                  

o     mortgage pass-through securities issued or guaranteed by Ginnie Mae,      
Fannie Mae, or Freddie Mac, or                                      

o     private mortgage-backed securities backed by first lien mortgage loans    
      secured by one- to four-family residential properties or participations in
that type of loan.                                                  

The Certificates                                                                

IndyMac MBS, Inc. will sell the certificates pursuant to a prospectus           
supplement. The certificates will be grouped into one or more series, each      
having its own distinct designation. Each series will be issued in one or more  
classes and each class will evidence beneficial ownership of a specified portion
of future payments on the assets in the trust fund that the series relates to. A
prospectus supplement for a series will specify all of the terms of the series  
and of each of the classes in the series.                                       

Offers of Certificates                                                          

The certificates may be offered through several different methods, including    
offerings through underwriters.                                                 

Credit Enhancement                                                              

If the securities have any type of credit enhancement, the prospectus supplement
for the related series will describe the credit enhancement. The types of credit
enhancement are generally described in this prospectus supplement.              

----------

These securities have not been approved or disapproved by the Securities and    
Exchange Commission or any state securities commission nor has the Securities   
and Exchange Commission or any state securities commission passed upon the      
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.                                                               

February 27, 2006                                                               

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                                                                          Page

Important Notice About Information in this Prospectus and Each                  
   Accompanying Prospectus Supplement ..................................       3
Risk Factors ...........................................................       4
Limited Source of Payments -- No Recourse to Sellers, Depositor or        
      Servicer .........................................................       4
Credit Enhancement May Not Be Sufficient to Protect You from              
      Losses ...........................................................       5
   Losses on Balloon Payment Mortgages Are Borne by You ................       6
   Nature of Mortgages .................................................       6
You Could Be Adversely Affected by Violations of Environmental            
      Laws .............................................................      12
   Ratings of the Certificates Do Not Assure Their Payment .............      13
   Book-Entry Registration .............................................      14
Bankruptcy or Insolvency May Affect the Timing and Amount of              
      Distributions on the Certificates ................................      15
The Trust Fund .........................................................      18
   The Mortgage Loans--General .........................................      19
   Agency Securities ...................................................      21
   Private Mortgage-Backed Securities ..................................      26
   Substitution of Mortgage Assets .....................................      27
   Available Information ...............................................      27
   Incorporation of Certain Documents by Reference .....................      28
Use of Proceeds ........................................................      29
The Depositor ..........................................................      29
Mortgage Loan Program ..................................................      29
   Underwriting Process ................................................      29
   Qualifications of Sellers ...........................................      30
   Representations by Sellers; Repurchases .............................      30
Description of the Certificates ........................................      32
   General .............................................................      33
   Distributions on Certificates .......................................      34
   Advances ............................................................      36
   Reports to Certificateholders .......................................      37
   Categories of Classes of Certificates ...............................      38
Indices Applicable to Floating Rate and Inverse Floating Rate             
      Classes ..........................................................      40
   Book-Entry Certificates .............................................      43
Credit Enhancement .....................................................      46
   General .............................................................      46
   Subordination .......................................................      46
   Mortgage Pool Insurance Policies ....................................      46
   Special Hazard Insurance Policies ...................................      48
   Bankruptcy Bonds ....................................................      48
   Reserve Fund ........................................................      49
   Cross Support .......................................................      49
   Insurance Policies, Surety Bonds and Guaranties .....................      49
   Over-Collateralization ..............................................      50
   Financial Instruments ...............................................      50
Yield and Prepayment Considerations ....................................      50
The Pooling and Servicing Agreement ....................................      52
   Assignment of Mortgage Assets .......................................      52
   Payments on Mortgage Assets; Deposits to Certificate Account ........      54
   Collection Procedures ...............................................      56
   Hazard Insurance ....................................................      57
   Realization upon Defaulted Mortgage Loans ...........................      58
   Servicing and Other Compensation and Payment of Expenses                   61
   Evidence as to Compliance ...........................................      62
   List of Certificateholders ..........................................      62
   Certain Matters Regarding the Servicer and the Depositor                   62
   Events of Default ...................................................      63
   Rights upon Event of Default ........................................      64
   Amendment ...........................................................      64
   Termination; Optional Termination ...................................      66
   The Trustee .........................................................      66
Certain Legal Aspects of the Mortgage Loans ............................      66
   General .............................................................      66
   Foreclosure and Repossession ........................................      67
   Rights of Redemption ................................................      69
   Anti-Deficiency Legislation and Other Limitations on Lenders ........      69
   Environmental Risks .................................................      70
   Due-on-sale Clauses .................................................      70
   Prepayment Charges ..................................................      72
   Applicability of Usury Laws .........................................      72
   Servicemembers Civil Relief Act .....................................      72
Material Federal Income Tax Consequences ...............................      72
   General .............................................................      73
   Non-REMIC Certificates ..............................................      73
   REMIC Certificates ..................................................      80
   Prohibited Transactions and Other Taxes .............................      91
   Administrative Matters ..............................................      92
   Tax-Exempt Investors ................................................      92
   Tax-Related Restrictions on Transfers of Residual Certificates ......      92
State Tax Considerations ...............................................      94
ERISA Considerations ...................................................      95
Legal Investment .......................................................      97
Method of Distribution .................................................      98
Legal Matters ..........................................................      99
Financial Information ..................................................      99
Rating .................................................................      99
INDEX OF PRINCIPAL TERMS ...............................................     101

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Important Notice About Information in this Prospectus and Each
Accompanying Prospectus Supplement

         Information about each series of certificates is contained in two
separate documents:                                                             

    o     this prospectus, which provides general information, some of which
may not apply to a particular series; and               

 o     the accompanying prospectus supplement for a particular series,
      which describes the specific terms of the certificates of that
series.                                                 

  The prospectus supplement will contain information about a
particular series that supplements the information contained in this prospectus,
and you should rely on that supplementary information in the prospectus         
supplement.                                                                     

          You should rely only on the information in this prospectus and the
accompanying prospectus supplement. We have not authorized anyone to provide you
with information that is different from that contained in this prospectus and   
the accompanying prospectus supplement.                                         

----------

         If you require additional information, the mailing address of our
principal executive offices is IndyMac MBS, Inc., 155 North Lake Avenue,        
Pasadena, California 91101 and the telephone number is (800) 669-2300. For other
means of acquiring additional information about us or a series of securities,   
see "The Trust Fund--Incorporation of Certain Documents by Reference; Reports   
Filed with the SEC" on page 28.                                                 

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Risk Factors

        You should carefully consider the following information since it
identifies significant risks associated with an investment in the certificates. 

Limited Source of Payments -- No      The applicable prospectus supplement may  
Recourse to Sellers, Depositor or     provide that certificates will be payable 
Servicer                              from other trust funds in addition to     
                                  their associated trust fund, but if it
                                      does not, they will be payable solely from
                                     their associated trust fund. If the trust
                                   fund does not have sufficient assets to
                                      distribute the full amount due to you as a
                                 certificateholder, your yield will be
                                      impaired. The return of your principal may
                              be impaired, and you will not have
                                      recourse to any other entity. Furthermore,
                                    at the times specified in the applicable
                                    prospectus supplement, certain assets of
                                   the trust fund may be released and paid
                            out to other people, such as the
                           depositor, a servicer, a credit
                                     enhancement provider, or any other person
                                     entitled to payments from the trust fund.
                                    Those assets will no longer be available
                                   to make payments to you. Those payments
                                    are generally made after other specified
                                 payments that may be set forth in the
                                      applicable prospectus supplement have been
 made.

                                      You will not have any recourse against the
                                   depositor or any servicer if you do not
                                  receive a required distribution on the
                                    certificates. Unless otherwise specified
                                    in the applicable prospectus supplement,
                                   you also will not have recourse against
                                     the assets of the trust fund of any other
                   series of certificates.

                                  The certificates will not represent an
                                    interest in the depositor, any servicer,
                                   any seller to the depositor, or any one
                                else except the trust fund. The only
                                  obligation of the depositor to a trust
                                   fund comes from certain representations
                                  and warranties made by it about assets
                                   transferred to the trust fund. If these
                                      representations and warranties turn out to
                                    be untrue, the depositor may be required
                                 to repurchase some of the transferred
                                   assets. IndyMac MBS, Inc., which is the
                                depositor, does not have significant
                                      assets and is unlikely to have significant
                                  assets in the future. If the depositor
                                      were required to repurchase a loan because
                                     of a breach of a representation, its only
                                     sources of funds for the repurchase would
be: 

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                              o  funds obtained from enforcing a
                                         corresponding obligation of a seller or
                            originator of the loan, or

                                   o  funds from a reserve fund or similar
                                       credit enhancement established to pay
                       for loan repurchases.

                                     The only obligations of the servicer to a
                                trust fund (other than its servicing
                           obligations) comes from certain
                                     representations and warranties made by it
                                 in connection with its loan servicing
                                    activities. If these representations and
                                 warranties turn out to be untrue, the
                                  servicer may be required to repurchase
                                    some of the loans. However, the servicer
                                      may not have the financial ability to make
                    the required repurchase.

                                     The only obligations to a trust fund of a
                                  seller of loans to the depositor comes
                            from certain representations and
                                    warranties made by it in connection with
                                      its sale of the loans and certain document
                           delivery requirements. If these
                                      representations and warranties turn out to
                                     be untrue, or the seller fails to deliver
                                     required documents, it may be required to
                                      repurchase some of the loans. However, the
                                     seller may not have the financial ability
                            to make the required repurchase.

Credit Enhancement May Not Be         Credit enhancement is intended to reduce  
Sufficient to Protect You from        the effect of loan losses. Credit         
Losses                                enhancements, however, may benefit only   
                                    some classes of a series of certificates
                                    and the amount of any credit enhancement
                               will be limited as described in the
                             applicable prospectus supplement.
                               Furthermore, the amount of a credit
                                      enhancement may decline over time pursuant
                                      to a schedule or formula or otherwise, and
                                  could be depleted from payments or for
                                 other reasons before the certificates
                                      covered by the credit enhancement are paid
                                      in full. In addition, a credit enhancement
                                  may not cover all potential sources of
                                   loss. For example, a credit enhancement
                                    may or may not cover fraud or negligence
                                  by a loan originator or other parties.
                              Also, all or a portion of a credit
                                   enhancement may be reduced, substituted
                                   for, or even eliminated, so long as the
                                   rating agencies rating the certificates
                              indicate that the change in credit
                               enhancement would not cause them to
                                adversely change their rating of the
                       certificates. Consequently,
                                     certificateholders may suffer losses even
    though a

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                                      credit enhancement exists and its provider
             does not default.

Losses on Balloon Payment             Some of the underlying loans may not be   
Mortgages Are Borne by You            fully amortizing over their terms to      
                            maturity and, thus, will require
                                    substantial principal payments (that is,
                             balloon payments) at their stated
                                 maturity. Loans with balloon payments
                                 involve a greater degree of risk than
                                    fully amortizing loans because typically
                                      the borrower must be able to refinance the
                                 loan or sell the property to make the
                                    balloon payment at maturity. The ability
                                   of a borrower to do this will depend on
                                      factors such as mortgage rates at the time
                                  of sale or refinancing, the borrower's
                                equity in the property, the relative
                                     strength of the local housing market, the
                                    financial condition of the borrower, and
                                    tax laws. Losses on these loans that are
                             not otherwise covered by a credit
                                    enhancement will be borne by the holders
                                   of one or more classes of certificates.

Nature of Mortgages                   The value of the properties underlying the
 Declines In Property Values        loans held in the trust fund may decline
May Adversely Affect You           over time. Among the factors that could
                             adversely affect the value of the
           properties are:

                                    o  an overall decline in the residential
                                    real estate market in the areas in
                         which they are located,

                                   o  a decline in their general condition
                                  from the failure of borrowers to
                                         maintain their property adequately, and

                                     o  natural disasters that are not covered
                                       by insurance, such as earthquakes and
         floods.

                                  If property values decline, the actual
                                     rates of delinquencies, foreclosures, and
                                   losses on all underlying loans could be
                                      higher than those currently experienced in
                                     the mortgage lending industry in general.
                                     These losses, to the extent not otherwise
                                    covered by a credit enhancement, will be
                                      borne by the holder of one or more classes
            of certificates.

Cooperative Loans May Experience   Cooperative loans are evidenced by     
Relatively Higher Losses           promissory notes secured by security   
                                 interests in shares issued by private
                                corporations that are entitled to be
                                     treated as housing cooperatives under the
                                    Internal Revenue Code and in the related
                                      proprietary leases or occupancy agreements

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                               granting exclusive rights to occupy
                          specific dwelling units in the
                    corporations' buildings.

                                If a blanket mortgage (or mortgages)
                               exists on the cooperative apartment
                                  building and/or underlying land, as is
                                   generally the case, the cooperative, as
                                 property borrower, is responsible for
                            meeting these mortgage or rental
                                     obligations. If the cooperative is unable
                                   to meet the payment obligations arising
                                   under a blanket mortgage, the mortgagee
                                      holding a blanket mortgage could foreclose
                              on that mortgage and terminate all
                              subordinate proprietary leases and
                                      occupancy agreements. A foreclosure by the
                              holder of a blanket mortgage could
                                   eliminate or significantly diminish the
                                      value of any collateral held by the lender
                      who financed an individual
                                    tenant-stockholder of cooperative shares
                                      or, in the case of the mortgage loans, the
                                      collateral securing the cooperative loans.

                                      If an underlying lease of the land exists,
                                 as is the case in some instances, the
                                      cooperative is responsible for meeting the
                              related rental obligations. If the
                             cooperative is unable to meet its
                                     obligations arising under its land lease,
                              the holder of the land lease could
                            terminate the land lease and all
                              subordinate proprietary leases and
                                    occupancy agreements. The termination of
                              the land lease by its holder could
                                   eliminate or significantly diminish the
                                      value of any collateral held by the lender
                      who financed an individual
                                 tenant-stockholder of the cooperative
                                  shares or, in the case of the mortgage
                              loans, the collateral securing the
                                    cooperative loans. A land lease also has
                                   an expiration date and the inability of
                                     the cooperative to extend its term or, in
                                 the alternative, to purchase the land
                            could lead to termination of the
                                      cooperative's interest in the property and
                                     termination of all proprietary leases and
                                      occupancy agreements which could eliminate
                                      or significantly diminish the value of the
               related collateral.

                                   In addition, if the corporation issuing
                                 the shares related to the cooperative
                                   loans fails to qualify as a cooperative
                                  housing corporation under the Internal
                                     Revenue Code, the value of the collateral
                                  securing the cooperative loan could be
                              significantly impaired because the
                                      tenant-stockholders would not be permitted
         to deduct its

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                                   proportionate share of certain interest
                                 expenses and real estate taxes of the
        corporation.

                                  The cooperative shares and proprietary
                                   lease or occupancy agreement pledged to
                                the lender are, in almost all cases,
                                subject to restrictions on transfer,
                                  including obtaining the consent of the
                                    cooperative housing corporation prior to
                                    the transfer, which may impair the value
                                    of the collateral after a default by the
                                  borrower due to an inability to find a
                                transferee acceptable to the related
                housing corporation.

Delays in Liquidation May          Even if the properties underlying the  
Adversely Affect You               loans held in the trust fund provide   
                            adequate security for the loans,
                                 substantial delays could occur before
                                    defaulted loans are liquidated and their
                                proceeds are forwarded to investors.
                                      Property foreclosure actions are regulated
                               by state statutes and rules and are
                                      subject to many of the delays and expenses
                            of other lawsuits if defenses or
                             counterclaims are made, sometimes
                                requiring several years to complete.
                              Furthermore, an action to obtain a
                               deficiency judgment is regulated by
                                 statutes and rules, and the amount or
                                     availability of a deficiency judgment may
                                be limited by law. In the event of a
                                     default by a borrower, these restrictions
                                     may impede the ability of the servicer to
                                 foreclose on or to sell the mortgaged
                              property or to obtain a deficiency
                                     judgment to obtain sufficient proceeds to
                                    repay the loan in full. In addition, the
                                    servicer will be entitled to deduct from
                             liquidation proceeds all expenses
                                reasonably incurred in attempting to
                                    recover on the defaulted loan, including
                                    legal and appraisal fees and costs, real
                                      estate taxes, and property maintenance and
                  preservation expenses.

              In the event that:

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

                                 o  if applicable to a series as
                                           specified in the related prospectus
                                            supplement, excess cashflow (if any)
                                          and overcollateralization (if any)
                                      is insufficient to cover these
                   shortfalls,

                                 o  if applicable to a series as
                                           specified in the related prospectus
                       supplement, the

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                                            subordination of certain classes are
                                   insufficient to cover these
                       shortfalls, and

                                        o  with respect to the securities with
                                          the benefit of an insurance policy
                                   as specified in the related
                                         prospectus supplement, the credit
                                          enhancement provider fails to make
                                       the required payments under the
                                   related insurance policies,

                                  you could lose all or a portion of the
                                 money you paid for the securities and
                              could also have a lower yield than
                                     anticipated at the time you purchased the
       securities.

Disproportionate Effect of         Liquidation expenses of defaulted loans
Liquidation Expenses May           generally do not vary directly with the
  Adversely Affect You               outstanding principal balance of the loan
                                   at the time of default. Therefore, if a
                               servicer takes the same steps for a
                                   defaulted loan having a small remaining
                              principal balance as it does for a
                                   defaulted loan having a large remaining
                                  principal balance, the amount realized
                                     after expenses is smaller as a percentage
                                   of the outstanding principal balance of
                             the small loan than it is for the
                                   defaulted loan having a large remaining
              principal balance.

  Consumer Protection Laws           Federal, state and local laws extensively
May Adversely Affect You           regulate various aspects of brokering, 
                                 originating, servicing and collecting
                                     mortgage loans. Among other things, these
                                      laws may regulate interest rates and other
                                charges, require disclosures, impose
                                   financial privacy requirements, mandate
                                     specific business practices, and prohibit
                                    unfair and deceptive trade practices. In
                                   addition, licensing requirements may be
                                      imposed on persons that broker, originate,
                                     service or collect mortgage loans secured
                    by consumers' dwellings.

                                  Additional requirements may be imposed
                                 under federal, state or local laws on
                                 so-called "high cost" mortgage loans,
                                     which typically are defined as loans that
                                    have interest rates or origination costs
                                      in excess of prescribed levels. These laws
                                 may limit certain loan terms, such as
                                   prepayment charges, or the ability of a
                                     creditor to refinance a loan unless it is
                                    in the borrower's interest. In addition,
                                  certain of these laws may allow claims
                            against loan brokers or mortgage
                                  originators, including claims based on
                        fraud or misrepresentations,

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                                    to be asserted against persons acquiring
                                  the mortgage loans, such as the trust.

                                    The federal laws that may apply to loans
                                    held in the trust include the following:

                               o  the Truth in Lending Act and its
                                         regulations, which (among other things)
                                  require disclosures to borrowers
                                       regarding the terms of mortgage loans
                                and provide property owners in
                                        non-purchase money transactions with a
                                    right of rescission that generally
                                     extends for three days after proper
                                        disclosures are given (but in no event
                         more than three years);

                            o  the Home Ownership and Equity
                                     Protection Act and its regulations,
                                    which (among other things) imposes
                                        additional disclosure requirements and
                                        limitations on loan terms with respect
                                      to non-purchase money mortgage loans
                                    with interest rates or origination
                                       costs in excess of prescribed levels;

                            o  the Home Equity Loan Consumer
                                     Protection Act and its regulations,
                                  which (among other things) limit
                                      changes that may be made to open-end
                                 loans secured by the consumer's
                                        dwelling, and restricts the ability to
                                       accelerate balances or suspend credit
                                   privileges on this type of loans;

                                    o  the Real Estate Settlement Procedures
                                       Act and its regulations, which (among
                                       other things) prohibit the payment of
                               referral fees for real estate
                                         settlement services and regulate escrow
                                      accounts for taxes and insurance and
                                      billing inquiries made by borrowers;

                                   o  the Equal Credit Opportunity Act and
                                     its regulations, which (among other
                             things) generally prohibits
                                   discrimination in any aspect of a
                               credit transaction on certain
                                      enumerated basis, such as age, race,
                                       color, sex, religion, marital status,
                                      national origin or receipt of public
             assistance;

                                  o  the Federal Trade Commission's Rule
                                        on Preservation of Consumer Claims and
                                         Defenses, which generally provides that
                                the rights of an assignee of a
                                   conditional sales contract (or of
                                       certain lenders making purchase money
                                     loans) to enforce a consumer credit
                           obligation are subject to

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                                  the claims and defenses that the
                                   consumer could assert against the
                                         seller of goods or services financed in
                             the credit transaction; and

                                   o  the Fair Credit Reporting Act, which
                                        (among other things) regulates the use
                                   of consumer reports obtained from
                                     consumer reporting agencies and the
                                   reporting of payment histories to
                              consumer reporting agencies.

                                      The penalties for violating these federal,
                                      state, or local laws vary depending on the
                                      applicable law and the particular facts of
                                      the situation. However, private plaintiffs
                                  typically may assert claims for actual
                                damages and, in some cases, also may
                                     recover civil money penalties or exercise
                                 a right to rescind the mortgage loan.
                                    Violations of certain laws may limit the
                                 ability to collect all or part of the
                                    principal or interest on a mortgage loan
                                     and, in some cases, borrowers even may be
                                      entitled to a refund of amounts previously
                          paid. Federal, state and local
                                      administrative or law enforcement agencies
                               also may be entitled to bring legal
                                      actions, including actions for civil money
                                    penalties or restitution, for violations
                     of certain of these laws.

                               Depending on the particular alleged
                                      misconduct, it is possible that claims may
                                    be asserted against various participants
                             in the secondary mortgage market,
                                      including assignees that hold the mortgage
                                    loan, such as the trust. Losses on loans
                                  from the application of these federal,
                             state and local laws that are not
                                     otherwise covered by one or more forms of
                                   credit enhancement will be borne by the
                             holders of one or more classes of
                                     certificates. Additionally, the trust may
                                   experience losses arising from lawsuits
                                  related to alleged violations of these
                                      laws, which, if not covered by one or more
                                      forms of credit enhancement or the seller,
                                  will be borne by the holders of one or
                         more classes of certificates.

Impact of World Events                The economic impact of the United States' 
                                 military operations in Iraq and other
                              parts of the world, as well as the
                                possibility of any terrorist attacks
                                     domestically or abroad, is uncertain, but
                                   could have a material effect on general
                                     economic conditions, consumer confidence,
                                and market liquidity. We can give no
                                      assurance as to the effect of these events
                                      on consumer confidence and the performance
                                of the loans held by trust fund. Any

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                                      adverse impact resulting from these events
                                   would be borne by the holders of one or
                           more classes of the securities.

                                  United States military operations also
                                 increase the likelihood of shortfalls
                                     under the Servicemembers Civil Relief Act
                                     or similar state laws (referred to as the
                                   "Relief Act" ). The Relief Act provides
                                relief to borrowers who enter active
                                military service and to borrowers in
                                   reserve status who are called to active
                                     duty after the origination of their loan.
                                  The Relief Act provides generally that
                              these borrowers may not be charged
                                  interest on a loan in excess of 6% per
                                     annum during the period of the borrower's
                                 active duty. These shortfalls are not
                                      required to be paid by the borrower at any
                                   future time and will not be advanced by
                                    the servicer, unless otherwise specified
                                    in the related prospectus supplement. To
                                  the extent these shortfalls reduce the
                                     amount of interest paid to the holders of
                             securities with the benefit of an
                              insurance policy, unless otherwise
                               specified in the related prospectus
                                   supplement, they will not be covered by
                                      the related insurance policy. In addition,
                                   the Relief Act imposes limitations that
                                    would impair the ability of the servicer
                                   to foreclose on an affected loan during
                                the borrower's period of active duty
                                  status, and, under some circumstances,
                                   during an additional period thereafter.

You Could Be Adversely Affected       Federal, state, and local laws and        
by Violations of Environmental        regulations impose a wide range of        
Laws                                  requirements on activities that may affect
                                   the environment, health, and safety. In
                                 certain circumstances, these laws and
                                      regulations impose obligations on "owners"
                                    or "operators" of residential properties
                                    such as those that secure the loans held
                                     in the trust fund. Failure to comply with
                                    these laws and regulations can result in
                                      fines and penalties that could be assessed
                              against the trust if it were to be
                                      considered an "owner" or "operator" of the
                                   related property. A property "owner" or
                                      "operator" can also be held liable for the
                                 cost of investigating and remediating
                                   contamination, regardless of fault, and
                                  for personal injury or property damage
                                  arising from exposure to contaminants.

                                      In some states, a lien on the property due
                                  to contamination has priority over the
                                     lien of an existing mortgage. Also, under
                    certain circumstances, a

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                                    mortgage lender may be held liable as an
                                      "owner" or "operator" for costs associated
                                    with the release of hazardous substances
                             from a site, or petroleum from an
                                  underground storage tank under certain
                                    circumstances. If the trust fund were to
                                      be considered the "owner" or "operator" of
                                  a property, it will suffer losses as a
                               result of any liability imposed for
                                  environmental hazards on the property.

Ratings of the Certificates Do Not    Any class of certificates offered under   
Assure Their Payment                  this prospectus and the accompanying      
                                      prospectus supplement will be rated in one
                                    of the four highest rating categories of
                                     at least one nationally recognized rating
                                     agency. A rating is based on the adequacy
                                    of the value of the trust assets and any
                                  credit enhancement for that class, and
                                      reflects the rating agency's assessment of
                                      how likely it is that holders of the class
                                     of certificates will receive the payments
                                     to which they are entitled. A rating does
                                      not constitute an assessment of how likely
                                   it is that principal prepayments on the
                                     underlying loans will be made, the degree
                                  to which the rate of prepayments might
                                    differ from that originally anticipated,
                                   or the likelihood that the certificates
                                     will be redeemed early. A rating is not a
                                     recommendation to purchase, hold, or sell
                                    certificates because it does not address
                                   the market price of the certificates or
                                   the suitability of the certificates for
                    any particular investor.

                                     A rating may not remain in effect for any
                                      given period of time and the rating agency
                                     could lower or withdraw the rating in the
                                  future. For example, the rating agency
                                      could lower or withdraw its rating due to:

                                o  a decrease in the adequacy of the
                                  value of the trust assets or any
                             related credit enhancement,

                                    o  an adverse change in the financial or
                                         other condition of a credit enhancement
              provider, or

                                   o  a change in the rating of the credit
                                        enhancement provider's long-term debt.

                                  The amount, type, and nature of credit
                                  enhancement established for a class of
                                  certificates will be determined on the
                                 basis of criteria established by each
                               rating agency rating classes of the
                                      certificates. These criteria are sometimes
                                   based upon an actuarial analysis of the
                                 behavior of similar loans in a larger
       group. That

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                                  analysis is often the basis upon which
                                    each rating agency determines the amount
                                of credit enhancement required for a
                                     class. The historical data supporting any
                                 actuarial analysis may not accurately
                                   reflect future experience, and the data
                                      derived from a large pool of similar loans
                          may not accurately predict the
                             delinquency, foreclosure, or loss
                                experience of any particular pool of
                                    mortgage loans. Mortgaged properties may
                                   not retain their values. If residential
                                     real estate markets experience an overall
                                  decline in property values so that the
                                 outstanding principal balances of the
                                     loans held in a particular trust fund and
                                  any secondary financing on the related
                                   mortgaged properties become equal to or
                                   greater than the value of the mortgaged
                                   properties, the rates of delinquencies,
                                    foreclosures, and losses could be higher
                                   than those now generally experienced in
                             the mortgage lending industry. In
                                     addition, adverse economic conditions may
                                  affect timely payment by mortgagors on
                                     their loans whether or not the conditions
                            affect real property values and,
                                    accordingly, the rates of delinquencies,
                                 foreclosures, and losses in any trust
                               fund. Losses from this that are not
                                   covered by a credit enhancement will be
                                      borne, at least in part, by the holders of
                                one or more classes of certificates.

Book-Entry Registration               Certificates issued in book-entry form may
  Limit on Liquidity                 have only limited liquidity in the resale
                                    market, since investors may be unwilling
                                   to purchase certificates for which they
                               cannot obtain physical instruments.

Limit on Ability to Transfer or    Transactions in book-entry certificates
Pledge                             can be effected only through The       
                         Depository Trust Company, its
                                     participating organizations, its indirect
                            participants, and certain banks.
                                  Therefore, your ability to transfer or
                                    pledge certificates issued in book-entry
                form may be limited.

Delays in Distributions            You may experience some delay in the   
                                  receipt of distributions on book-entry
                                     certificates since the distributions will
                              be forwarded by the trustee to The
                                     Depository Trust Company for it to credit
                                      the accounts of its participants. In turn,
                                   these participants will then credit the
                                distributions to your account either
                                   directly or indirectly through indirect
         participants.

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Secondary Market for the Securities   The related prospectus supplement for each
May Not Exist                         series will specify the classes in which  
                             the underwriter intends to make a
                                     secondary market, but no underwriter will
                                     have any obligation to do so. We can give
                                    no assurance that a secondary market for
                                 the securities will develop or, if it
                            develops, that it will continue.
                                     Consequently, you may not be able to sell
                                     your securities readily or at prices that
                                   will enable you to realize your desired
                                      yield. The market values of the securities
                                     are likely to fluctuate. Fluctuations may
                              be significant and could result in
                      significant losses to you.

                                  The secondary markets for asset backed
                                  securities have experienced periods of
                                    illiquidity and can be expected to do so
                                 in the future. Illiquidity can have a
                                    severely adverse effect on the prices of
                                    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.

Bankruptcy or Insolvency May          The seller and the depositor will take    
Affect the Timing and Amount of       steps to structure the transfer of the    
Distributions on the Certificates     loans held in the trust fund by the seller
                                     to the depositor as a sale. The depositor
                                 and the trust fund will take steps to
                                    structure the transfer of the loans from
                                      the depositor to the trust fund as a sale.
                                   If these characterizations are correct,
                             then if the seller were to become
                                    bankrupt, the loans would not be part of
                                    the seller's bankruptcy estate and would
                            not be available to the seller's
                                creditors. On the other hand, if the
                                   seller becomes bankrupt, its bankruptcy
                               trustee or one of its creditors may
                                     attempt to recharacterize the sale of the
                               loans as a borrowing by the seller,
                             secured by a pledge of the loans.
                                    Presenting this position to a bankruptcy
                                      court could prevent timely payments on the
                                     certificates and even reduce the payments
                                      on the certificates. Additionally, if that
                                  argument is successful, the bankruptcy
                                     trustee could elect to sell the loans and
                                      pay down the certificates early. Thus, you
                                      could lose the right to future payments of
                                   interest, and might suffer reinvestment
                           losses in a lower interest rate
                          environment. Similarly, if the
                                 characterizations of the transfers as
                                    sales are correct, then if the depositor
                                    were to become bankrupt, the loans would
                                     not be part of the depositor's bankruptcy
                                    estate and would not be available to the
                                     depositor's creditors. On the other hand,
                                  if the depositor becomes bankrupt, its
      bankruptcy

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                               trustee or one of its creditors may
                                     attempt to recharacterize the sale of the
                                  loans as a borrowing by the depositor,
                             secured by a pledge of the loans.
                                    Presenting this position to a bankruptcy
                                      court could prevent timely payments on the
                                     certificates and even reduce the payments
                on the certificates.

                                 If the servicer becomes bankrupt, the
                                    bankruptcy trustee may have the power to
                                  prevent the appointment of a successor
                                     servicer. Any related delays in servicing
                                      could result in increased delinquencies or
                                  losses on the loans. The period during
                                    which cash collections may be commingled
                                     with the servicer's own funds before each
                                      distribution date for certificates will be
                                  specified in the applicable prospectus
                               supplement. If the servicer becomes
                                   bankrupt and cash collections have been
                                    commingled with the servicer's own funds
                                      for at least ten days, the trust fund will
                                   likely not have a perfected interest in
                                     those collections. In this case the trust
                                 might be an unsecured creditor of the
                                   servicer as to the commingled funds and
                                     could recover only its share as a general
                             creditor, which might be nothing.
                                     Collections commingled less than ten days
                                   but still in an account of the servicer
                                    might also be included in the bankruptcy
                                  estate of the servicer even though the
                               trust may have a perfected security
                                    interest in them. Their inclusion in the
                                 bankruptcy estate of the servicer may
                                      result in delays in payment and failure to
                                pay amounts due on the certificates.
                                  Federal and state statutory provisions
                             affording protection or relief to
                               distressed borrowers may affect the
                                     ability of the secured mortgage lender to
                              realize upon its security in other
                                 situations as well. For example, in a
                                   proceeding under the federal Bankruptcy
                                 Code, a lender may not foreclose on a
                                     mortgaged property without the permission
                               of the bankruptcy court. In certain
                                    instances a bankruptcy court may allow a
                                    borrower to reduce the monthly payments,
                                      change the rate of interest, and alter the
                                      mortgage loan repayment schedule for under
                                     collateralized mortgage loans. The effect
                                   of these types of proceedings can be to
                                     cause delays in receiving payments on the
                                     loans underlying certificates and even to
                                      reduce the aggregate amount of payments on
                              the loans underlying certificates.

                                      Certain capitalized terms are used in this
                                     prospectus to assist you in understanding
                          the terms of the certificates.

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                              The capitalized terms used in this
                               prospectus are defined on the pages
                                 indicated under the caption "Index of
                         Principal Terms" on page 101.

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 The Trust Fund(1)

            This prospectus relates to Mortgage Pass-Through Certificates, which
may be sold from time to time in one or more series by the depositor, IndyMac   
MBS, Inc., on terms determined at the time of sale and described in this        
prospectus and the related prospectus supplement. Each series will be issued    
under a separate pooling and servicing agreement to be entered into with respect
to each series. The certificates of a series will evidence beneficial ownership 
of a trust fund. The trust fund for a series of certificates will include       
certain mortgage related assets (the "Mortgage Assets") consisting of           

   o     a pool of first lien mortgage loans (or participation
                 interests in them) secured by one- to four-family residential
properties,                                 

         o     mortgage pass-through securities (the "Agency Securities ")
                 issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac
or                                          

        o     other mortgage pass-through certificates or collateralized
      mortgage obligations (the "Private Mortgage-Backed
          Securities") evidencing an interest in, or secured by,
                  mortgage loans of the type that would otherwise be eligible to
be mortgage loans.                          

     The Mortgage Assets will be acquired by the depositor, either
directly or indirectly, from one or more institutions, which may be affiliates  
of the depositor, and conveyed by the depositor to the related trust fund. The  
trustee for each series of certificates will be specified in the related        
prospectus supplement. See "The Pooling and Servicing Agreement" for a          
description of the trustee's rights and obligations. The servicer will be the   
entity named as servicer in the related prospectus supplement, which may be an  
affiliate of the depositor. See "The Pooling and Servicing Agreement--Certain   
Matters Regarding the Servicer and the Depositor." The mortgage loans will be   
secured by first mortgage liens on one- to four-family residential properties   
and, if so specified in the related prospectus supplement, may include          
cooperative apartment loans secured by security interests in shares issued by   
private, nonprofit, cooperative housing corporations and in the related         
proprietary leases or occupancy agreements granting exclusive rights to occupy  
specific dwelling units in the cooperatives' buildings. In addition, the        
Mortgage Assets of the related trust fund may include mortgage participation    
certificates evidencing interests in mortgage loans. The mortgage loans may be  
conventional loans (i.e., loans that are not insured or guaranteed by any       
governmental agency), insured by the FHA or partially guaranteed by the VA as   
specified in the related prospectus supplement. All or a portion of the mortgage
loans in a mortgage pool may be insured by FHA insurance and may be partially   
guaranteed by the VA.                                                           

           The certificates will be entitled to payment from the assets of the
related trust fund or other assets pledged for the benefit of the holders of the
certificates as specified in the related prospectus supplement and will not be  
entitled to payments in respect of the assets of any other trust fund           
established by the depositor. The applicable prospectus supplement may specify  
the Mortgage Assets that a trust fund will consist of, but if it does not, the  
Mortgage Assets of any trust fund will consist of mortgage loans, Agency        
Securities or Private Mortgage-Backed Securities but not a combination of them. 
Mortgage loans acquired by the depositor will have been originated in accordance
with the underwriting criteria specified below under "Mortgage Loan             
Program--Underwriting Standards" or as otherwise described in a related         
prospectus supplement.                                                          

            The following is a brief description of the Mortgage Assets expected
to be included in the trust funds. If specific information about the Mortgage   
Assets is not known at the time the related series of certificates initially is 
offered, more general information of the nature described below will be provided
in the related prospectus supplement, and specific information will be set forth
in a report on Form 8-K to be filed with the Securities and Exchange Commission 
(the "SEC") after the initial issuance of the related series of certificates. A 
maximum of 5% of the Mortgage Assets (relative to the related pool principal    
balance) as they will be constituted at the time that the                       

----------                                                                      
(1)   Whenever the terms mortgage pool and certificates are used in this        
   prospectus, those terms will be considered to apply, unless the context
   indicates otherwise, to one specific mortgage pool and the certificates
      representing certain undivided interests in a single trust fund consisting
      primarily of the Mortgage Assets in the mortgage pool. Similarly, the term
pass-through rate will refer to the pass-through rate borne by the  
     certificates of one specific series and the term trust fund will refer to
one specific trust fund.                                            

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applicable detailed description of Mortgage Assets is filed will deviate in any 
material respect from the Mortgage Asset pool characteristics described in the  
related prospectus supplement. A schedule of the Mortgage Assets relating to the
series will be attached to the pooling and servicing agreement delivered to the 
trustee upon delivery of the certificates.                                      

The Mortgage Loans--General                                                     

         The real property that secures repayment of the mortgage loans is
referred to collectively as mortgaged properties. The mortgaged properties will 
be located in any one of the fifty states, the District of Columbia, Guam,      
Puerto Rico or any other territory of the United States. Mortgage loans with    
certain Loan-to-Value Ratios or certain principal balances or both may be       
covered wholly or partially by primary mortgage guaranty insurance policies. The
existence, extent and duration of coverage will be described in the applicable  
prospectus supplement.                                                          

         The applicable prospectus supplement may specify the day on which
monthly payments on the mortgage loans in a mortgage pool will be due, but if it
does not, all of the mortgage loans in a mortgage pool will have monthly        
payments due on the first day of each month. The payment terms of the mortgage  
loans to be included in a trust fund will be described in the related prospectus
supplement and may include any of the following features or combination thereof 
or other features described in the related prospectus supplement:               

        o     Interest may be payable at a fixed rate, a rate adjustable
            from time to time in relation to an index (which will be
                specified in the related prospectus supplement), a rate that
                is fixed for a period of time or under certain circumstances
                and is followed by an adjustable rate, a rate that otherwise
                varies from time to time, or a rate that is convertible from
                an adjustable rate to a fixed rate. Changes to an adjustable
               rate may be subject to periodic limitations, maximum rates,
              minimum rates or a combination of the limitations. Accrued
                 interest may be deferred and added to the principal of a loan
         for the periods and under the circumstances as may be
   specified in the related prospectus supplement.

       o     Principal may be payable on a level debt service basis to
          fully amortize the mortgage loan over its term, may be
               calculated on the basis of an assumed amortization schedule
          that is significantly longer than the original term to
              maturity or on an interest rate that is different from the
              interest rate specified in its mortgage note or may not be
           amortized during all or a portion of the original term.
                Payment of all or a substantial portion of the principal may
              be due on maturity, called balloon payments. Principal may
            include interest that has been deferred and added to the
principal balance of the mortgage loan.     

         o     Monthly payments of principal and interest may be fixed for
                the life of the mortgage loan, may increase over a specified
                 period of time or may change from period to period. The terms
                  of a mortgage loan may include limits on periodic increases or
               decreases in the amount of monthly payments and may include
   maximum or minimum amounts of monthly payments.

     o     The mortgage loans generally may be prepaid at any time
                 without the payment of any prepayment charge. If so specified
             in the related prospectus supplement, some prepayments of
                 principal may be subject to a prepayment charge, which may be
               fixed for the life of the mortgage loan or may decline over
                 time, and may be prohibited for the life of the mortgage loan
             or for certain periods, which are called lockout periods.
                  Certain mortgage loans may permit prepayments after expiration
                of the applicable lockout period and may require the payment
            of a prepayment charge in connection with any subsequent
           prepayment. Other mortgage loans may permit prepayments
                without payment of a fee unless the prepayment occurs during
               specified time periods. The loans may include "due-on-sale"
              clauses that permit the mortgagee to demand payment of the
               entire mortgage loan in connection with the sale or certain
               transfers of the related mortgaged property. Other mortgage
                 loans may be assumable by persons meeting the then applicable
underwriting standards of the seller.       

      A trust fund may contain buydown loans that include provisions
whereby a third party partially subsidizes the monthly payments of the obligors 
on the mortgage loans during the early years of the mortgage loans, the         
difference to be made up from a buydown fund contributed by the third party at  
the time of origination of the mortgage loan. A buydown fund will be in an      
amount equal either to the discounted value or full aggregate amount of future  
payment subsidies. Thereafter, buydown funds are applied to the applicable      
mortgage loan upon receipt by                                                   

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the servicer of the mortgagor's portion of the monthly payment on the mortgage  
loan. The servicer administers the buydown fund to ensure that the monthly      
allocation from the buydown fund combined with the monthly payment received from
the mortgagor equals the scheduled monthly payment on the applicable mortgage   
loan. The underlying assumption of buydown plans is that the income of the      
mortgagor will increase during the buydown period as a result of normal         
increases in compensation and inflation, so that the mortgagor will be able to  
meet the full mortgage payments at the end of the buydown period. To the extent 
that this assumption as to increased income is not fulfilled, the possibility of
defaults on buydown loans is increased. The related prospectus supplement will  
contain information with respect to any Buydown Loan concerning limitations on  
the interest rate paid by the mortgagor initially, on annual increases in the   
interest rate and on the length of the buydown period.                          

           Each prospectus supplement will contain information, as of the date
of the prospectus supplement and to the extent then specifically known to the   
depositor, with respect to the mortgage loans contained in the related mortgage 
pool, including                                                                 

         o     the aggregate outstanding principal balance and the average
                 outstanding principal balance of the mortgage loans as of the
               first day of the month of issuance of the related series of
         certificates or another date specified in the related
prospectus supplement called a cut-off date,

     o     the type of property securing the mortgage loans (e.g.,
        separate residential properties, individual units in
            condominium apartment buildings or in buildings owned by
cooperatives, vacation and second homes),   

   o     the original terms to maturity of the mortgage loans,

         o     the ranges of the principal balances of the mortgage loans,

           o     the earliest origination date and latest maturity date of any
of the mortgage loans,                      

    o     the ranges of the Loan-to-Value Ratios of the loans at
origination,                                

      o     the aggregate principal balance of mortgage loans having
          Loan-to-Value Ratios at origination exceeding 80%, and

  o     the geographical distribution of the mortgage loans.

          If specific information respecting the mortgage loans is not known
to the depositor at the time the related certificates are initially offered,    
more general information of the nature described above will be provided in the  
detailed description of Mortgage Assets.                                        

            Unless otherwise specified in the related prospectus supplement, the
"Loan-to-Value Ratio" of a mortgage loan at any given time is the fraction,     
expressed as a percentage, the numerator of which is the original principal     
balance of the related mortgage loan and the denominator of which is the        
collateral value of the related mortgaged property. The applicable prospectus   
supplement may specify how the collateral value of a mortgaged property will be 
calculated, but if it does not, the collateral value of a mortgaged property is 
the lesser of the sales price for the property and the appraised value          
determined in an appraisal obtained by the originator at origination of the     
mortgage loan.                                                                  

        We can give no assurance that values of the mortgaged properties
have remained or will remain at their levels on the dates of origination of the 
related mortgage loans. If the residential real estate market should experience 
an overall decline in property values so that the outstanding principal balances
of the mortgage loans, and any secondary financing on the mortgaged properties, 
in a particular mortgage pool become equal to or greater than the value of the  
mortgaged properties, the actual rates of delinquencies, foreclosures and losses
could be higher than those now generally experienced in the mortgage lending    
industry. In addition, adverse economic conditions and other factors (which may 
or may not affect real property values) may affect the timely payment by        
mortgagors of scheduled payments of principal and interest on the mortgage loans
and, accordingly, the actual rates of delinquencies, foreclosures and losses    
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covered by subordination provisions or alternative arrangements, the losses will
be borne, at least in part, by the holders of the certificates of the related   
series.                                                                         

            The depositor will cause the mortgage loans comprising each mortgage
pool to be assigned to the trustee named in the related prospectus supplement   
for the benefit of the certificateholders of the related series. The servicer   
named in the related prospectus supplement will service the mortgage loans      
pursuant to the pooling and servicing agreement, and will receive a fee for its 
services. See "Mortgage Loan Program" and "The Pooling and Servicing Agreement."

       The applicable prospectus supplement may provide for additional
obligations of the depositor, but if it does not, the only obligations of the   
depositor with respect to a series of certificates will be to obtain certain    
representations and warranties from the sellers and to assign to the trustee for
the series of certificates the depositor's rights with respect to the           
representations and warranties. See "The Pooling and Servicing                  
Agreement--Assignment of Mortgage Assets." The obligations of the servicer with 
respect to the mortgage loans will consist principally of its contractual       
servicing obligations under the related pooling and servicing agreement         
(including its obligation to enforce the obligations of the sellers, or both, as
more fully described under "Mortgage Loan Program--Representations by Sellers;  
Repurchases" and its obligation to make cash advances upon delinquencies in     
payments on or with respect to the mortgage loans in the amounts described under
"Description of the Certificates--Advances." The obligations of the servicer to 
make advances may be subject to limitations, to the extent provided in this     
prospectus and in the related prospectus supplement. The servicer may also be a 
seller in which case a breach of its obligations in one capacity will not       
constitute a breach of its obligations in the other capacity.                   

            The mortgage loans will consist of mortgage loans, deeds of trust or
participations or other beneficial interests therein, secured by first liens on 
one- to four-family residential properties and, if so specified in the related  
prospectus supplement, may include cooperative apartment loans secured by       
security interests in shares issued by private, non-profit, cooperative housing 
corporations and in the related proprietary leases or occupancy agreements      
granting exclusive rights to occupy specific dwelling units in the cooperatives'
buildings. In addition, Mortgage Assets of the related trust fund may include   
mortgage participation certificates evidencing interests in mortgage loans.     
These loans may be conventional loans (i.e., loans that are not insured or      
guaranteed by any governmental agency) or loans insured by the FHA or partially 
guaranteed by the VA, as specified in the related prospectus supplement. The    
mortgaged properties relating to mortgage loans will consist of detached or     
semi-detached one-family dwelling units, two- to four-family dwelling units,    
townhouses, rowhouses, individual condominium units, individual units in planned
unit developments and certain other dwelling units. The mortgaged properties may
include vacation and second homes, investment properties and leasehold          
interests. In the case of leasehold interests, the applicable prospectus        
supplement may specify that the term of the leasehold may be less than five     
years beyond the scheduled maturity of the mortgage loan, but if it does not,   
the term of the leasehold will exceed the scheduled maturity of the mortgage    
loan by at least five years.                                                    

Agency Securities                                                               

 Government National Mortgage Association. Ginnie Mae is a
wholly-owned corporate instrumentality of the United States with the United     
States Department of Housing and Urban Development. Section 306(g) of Title II  
of the National Housing Act of 1934, as amended, authorizes Ginnie Mae to       
guarantee the timely payment of the principal of and interest on certificates   
that represent an interest in a pool of mortgage loans insured by the FHA under 
the National Housing Act of 1934 or Title V of the Housing Act of 1949, or      
partially guaranteed by the VA under the Servicemen's Readjustment Act of 1944, 
as amended, or Chapter 37 of Title 38, United States Code.                      

        Section 306(g) of the National Housing Act of 1934 provides that
"the full faith and credit of the United States is pledged to the payment of all
amounts which may be required to be paid under any guaranty under this          
subsection." In order to meet its obligations under that guaranty, Ginnie Mae   
may, under Section 306(d) of the National Housing Act of 1934, borrow from the  
United States Treasury in an unlimited amount which is at any time sufficient to
enable Ginnie Mae to perform its obligations under its guarantee.               

            Ginnie Mae Certificates. Each Ginnie Mae certificate held in a trust
fund will be a "fully modified pass-through" mortgage backed certificate issued 
and serviced by a Ginnie Mae issuer approved by Ginnie Mae or by Fannie Mae as a
seller-servicer of FHA loans or VA loans. The Ginnie Mae certificates may be    
issued under either the Ginnie Mae I program or the Ginnie Mae II program. The  
mortgage loans underlying the Ginnie Mae certificates                           

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will consist of FHA loans or VA loans. Each mortgage loan is secured by a one-  
to four-family or multifamily residential property. Ginnie Mae will approve the 
issuance of each Ginnie Mae certificate in accordance with a guaranty agreement 
between Ginnie Mae and the Ginnie Mae issuer. Pursuant to its guaranty          
agreement, a Ginnie Mae issuer will be required to advance its own funds in     
order to make timely payments of all amounts due on each Ginnie Mae certificate 
if the payments received by the Ginnie Mae issuer on the FHA loans or VA loans  
underlying each Ginnie Mae certificate are less than the amounts due on each    
Ginnie Mae certificate.                                                         

        The full and timely payment of principal of and interest on each
Ginnie Mae certificate will be guaranteed by Ginnie Mae, which obligation is    
backed by the full faith and credit of the United States. Each Ginnie Mae       
certificate will have an original maturity of not more than 30 years (but may   
have original maturities of substantially less than 30 years). Each Ginnie Mae  
certificate will be based on and backed by a pool of FHA loans or VA loans      
secured by one to four-family residential properties and will provide for the   
payment by or on behalf of the Ginnie Mae issuer to the registered holder of the
Ginnie Mae certificate of scheduled monthly payments of principal and interest  
equal to the registered holder's proportionate interest in the aggregate amount 
of the monthly principal and interest payment on each FHA loan or VA loan       
underlying the Ginnie Mae certificate, less the applicable servicing and        
guaranty fee, which together equal the difference between the interest on the   
FHA loan or VA loan and the pass-through rate on the Ginnie Mae certificate. In 
addition, each payment will include proportionate pass-through payments of any  
prepayments of principal on the FHA loans or VA loans underlying the Ginnie Mae 
certificate and liquidation proceeds upon a foreclosure or other disposition of 
the FHA loans or VA loans.                                                      

         If a Ginnie Mae issuer is unable to make the payments on a Ginnie
Mae certificate as it becomes due, it must promptly notify Ginnie Mae and       
request Ginnie Mae to make the payment. Upon notification and request, Ginnie   
Mae will make the payments directly to the registered holder of the Ginnie Mae  
certificate. If no payment is made by a Ginnie Mae issuer and the Ginnie Mae    
issuer fails to notify and request Ginnie Mae to make the payment, the holder of
the Ginnie Mae certificate will have recourse only against Ginnie Mae to obtain 
the payment. The trustee or its nominee, as registered holder of the Ginnie Mae 
certificates held in a trust fund, will have the right to proceed directly      
against Ginnie Mae under the terms of the guaranty agreements relating to the   
Ginnie Mae certificates for any amounts that are not paid when due.             

           All mortgage loans underlying a particular Ginnie Mae I certificate
must have the same interest rate over the term of the loan, except in pools of  
mortgage loans secured by manufactured homes. The interest rate on the Ginnie   
Mae I certificate will equal the interest rate on the mortgage loans included in
the pool of mortgage loans underlying the Ginnie Mae I certificate, less        
one-half percentage point per annum of the unpaid principal balance of the      
mortgage loans.                                                                 

            Mortgage loans underlying a particular Ginnie Mae II certificate may
have per annum interest rates that vary from each other by up to one percentage 
point. The interest rate on each Ginnie Mae II certificate will be between one  
half percentage point and one and one-half percentage points lower than the     
highest interest rate on the mortgage loans included in the pool of mortgage    
loans underlying the Ginnie Mae II certificate, except for pools of mortgage    
loans secured by manufactured homes.                                            

           Regular monthly installment payments on each Ginnie Mae certificate
held in a trust fund will be comprised of interest due as specified on the      
Ginnie Mae certificate plus the scheduled principal payments on the FHA loans or
VA loans underlying the Ginnie Mae certificate due on the first day of the month
in which the scheduled monthly installments on the Ginnie Mae certificate are   
due. The regular monthly installments on each Ginnie Mae certificate are        
required to be paid to the trustee as registered holder by the 15th day of each 
month in the case of a Ginnie Mae I certificate and are required to be mailed to
the trustee by the 20th day of each month in the case of a Ginnie Mae II        
certificate. Any principal prepayments on any FHA loans or VA loans underlying a
Ginnie Mae certificate held in a trust fund or any other early recovery of      
principal on the loans will be passed through to the trustee as the registered  
holder of the Ginnie Mae certificate.                                           

           Ginnie Mae certificates may be backed by graduated payment mortgage
loans or by buydown loans for which funds will have been provided (and deposited
into escrow accounts) for application to the payment of a portion of the        
borrowers' monthly payments during the early years of the mortgage loan.        
Payments due the registered holders of Ginnie Mae certificates backed by pools  
containing buydown loans will be computed in the same manner as payments derived
from other Ginnie Mae certificates and will include amounts to be collected from
both the borrower and the related escrow account. The graduated payment mortgage
loans will provide for graduated                                                

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interest payments that, during the early years of the mortgage loans, will be   
less than the amount of stated interest on the mortgage loans. The interest not 
so paid will be added to the principal of the graduated payment mortgage loans  
and, together with interest on them, will be paid in subsequent years. The      
obligations of Ginnie Mae and of a Ginnie Mae issuer will be the same           
irrespective of whether the Ginnie Mae certificates are backed by graduated     
payment mortgage loans or buydown loans. No statistics comparable to the FHA's  
prepayment experience on level payment, non-buydown mortgage loans are available
for graduated payment or buydown loans. Ginnie Mae certificates related to a    
series of certificates may be held in book-entry form.                          

     The Ginnie Mae certificates included in a trust fund, and the
related underlying mortgage loans, may have characteristics and terms different 
from those described above. Any different characteristics and terms will be     
described in the related prospectus supplement.                                 

          Federal Home Loan Mortgage Corporation. Freddie Mac is a corporate
instrumentality of the United States created pursuant to Title III of the       
Emergency Home Finance Act of 1970, as amended. The common stock of Freddie Mac 
is owned by the Federal Home Loan Banks and its preferred stock is owned by     
stockholders of the Federal Home Loan Banks. Freddie Mac was established        
primarily to increase the availability of mortgage credit to finance urgently   
needed housing. It seeks to provide an enhanced degree of liquidity for         
residential mortgage investments primarily by assisting in the development of   
secondary markets for conventional mortgages. The principal activity of Freddie 
Mac currently consists of the purchase of first lien conventional mortgage loans
or participation interests in mortgage loans and the sale of the mortgage loans 
or participations so purchased in the form of mortgage securities, primarily    
mortgage participation certificates issued and either guaranteed as to timely   
payment of interest or guaranteed as to timely payment of interest and ultimate 
payment of principal by Freddie Mac. Freddie Mac is confined to purchasing, so  
far as practicable, mortgage loans that it deems to be of the quality, type and 
class as to meet generally the purchase standards imposed by private            
institutional mortgage investors.                                               

            Freddie Mac Certificates. Each Freddie Mac certificate represents an
undivided interest in a pool of mortgage loans that may consist of first lien   
conventional loans, FHA loans or VA loans. Freddie Mac certificates are sold    
under the terms of a Mortgage Participation Certificate Agreement. A Freddie Mac
certificate may be issued under either Freddie Mac's Cash Program or Guarantor  
Program.                                                                        

        Mortgage loans underlying the Freddie Mac certificates held by a
trust fund will consist of mortgage loans with original terms to maturity of    
between 10 and 40 years. Each mortgage loan must meet the applicable standards  
set forth in the Emergency Home Finance Act of 1970. A Freddie Mac certificate  
group may include whole loans, participation interests in whole loans and       
undivided interests in whole loans and participations comprising another Freddie
Mac certificate group. Under the Guarantor Program, a Freddie Mac certificate   
group may include only whole loans or participation interests in whole loans.   

         Freddie Mac guarantees to each registered holder of a Freddie Mac
certificate the timely payment of interest on the underlying mortgage loans to  
the extent of the applicable certificate interest rate on the registered        
holder's pro rata share of the unpaid principal balance outstanding on the      
underlying mortgage loans in the Freddie Mac certificate group represented by   
the Freddie Mac certificate, whether or not received. Freddie Mac also          
guarantees to each registered holder of a Freddie Mac certificate collection by 
the holder of all principal on the underlying mortgage loans, without any offset
or deduction, to the extent of the holder's pro rata share of it, but does not, 
except if and to the extent specified in the related prospectus supplement for a
series of certificates, guarantee the timely payment of scheduled principal.    
Under Freddie Mac's Gold PC Program, Freddie Mac guarantees the timely payment  
of principal based on the difference between the pool factor published in the   
month preceding the month of distribution and the pool factor published in the  
month of distribution. Pursuant to its guaranties, Freddie Mac indemnifies      
holders of Freddie Mac certificates against any diminution in principal from    
charges for property repairs, maintenance and foreclosure. Freddie Mac may remit
the amount due on account of its guaranty of collection of principal at any time
after default on an underlying mortgage loan, but not later than 30 days        
following foreclosure sale, 30 days following payment of the claim by any       
mortgage insurer or 30 days following the expiration of any right of redemption,
whichever occurs later, but in any event no later than one year after demand has
been made upon the mortgagor for accelerated payment of principal. In taking    
actions regarding the collection of principal after default on the mortgage     
loans underlying Freddie Mac certificates, including the timing of demand for   
acceleration, Freddie Mac reserves the right to exercise its judgment with      
respect to the mortgage loans in the same manner as for mortgage loans that it  
has purchased but not sold. The length of time necessary for Freddie Mac        

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to determine that a mortgage loan should be accelerated varies with the         
particular circumstances of each mortgagor, and Freddie Mac has not adopted     
standards which require that the demand be made within any specified period.    

           Freddie Mac certificates are not guaranteed by the United States or
by any Federal Home Loan Bank and do not constitute debts or obligations of the 
United States or any Federal Home Loan Bank. The obligations of Freddie Mac     
under its guaranty are obligations solely of Freddie Mac and are not backed by, 
or entitled to, the full faith and credit of the United States. If Freddie Mac  
were unable to satisfy its obligations, distributions to holders of Freddie Mac 
certificates would consist solely of payments and other recoveries on the       
underlying mortgage loans and, accordingly, monthly distributions to holders of 
Freddie Mac certificates would be affected by delinquent payments and defaults  
on the mortgage loans.                                                          

      Registered holders of Freddie Mac certificates are entitled to
receive their monthly pro rata share of all principal payments on the underlying
mortgage loans received by Freddie Mac, including any scheduled principal       
payments, full and partial prepayments of principal and principal received by   
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,   
and repurchases of the mortgage loans by Freddie Mac or their seller. Freddie   
Mac is required to remit each registered Freddie Mac certificateholder's pro    
rata share of principal payments on the underlying mortgage loans, interest at  
the Freddie Mac pass-through rate and any other sums such as prepayment charges,
within 60 days of the date on which the payments are deemed to have been        
received by Freddie Mac.                                                        

       Under Freddie Mac's Cash Program, there is no limitation on the
amount by which interest rates on the mortgage loans underlying a Freddie Mac   
certificate may exceed the pass-through rate on the Freddie Mac certificate.    
Under that program, Freddie Mac purchases groups of whole mortgage loans from   
sellers at specified percentages of their unpaid principal balances, adjusted   
for accrued or prepaid interest, which when applied to the interest rate of the 
mortgage loans and participations purchased results in the yield required by    
Freddie Mac. The required yield, which includes a minimum servicing fee retained
by the servicer, is calculated using the outstanding principal balance. The     
range of interest rates on the mortgage loans and participations in a Freddie   
Mac certificate group under the Cash Program will vary since mortgage loans and 
participations are purchased and assigned to a Freddie Mac certificate group    
based upon their yield to Freddie Mac rather than on the interest rate on the   
underlying mortgage loans. Under Freddie Mac's Guarantor Program, the           
pass-through rate on a Freddie Mac certificate is established based upon the    
lowest interest rate on the underlying mortgage loans, minus a minimum servicing
fee and the amount of Freddie Mac's management and guaranty income as agreed    
upon between the seller and Freddie Mac.                                        

   Freddie Mac certificates duly presented for registration of
ownership on or before the last business day of a month are registered effective
as of the first day of the month. The first remittance to a registered holder of
a Freddie Mac certificate will be distributed so as to be received normally by  
the 15th day of the second month following the month in which the purchaser     
became a registered holder of the Freddie Mac certificate. Thereafter, the      
remittance will be distributed monthly to the registered holder so as to be     
received normally by the 15th day of each month. The Federal Reserve Bank of New
York maintains book-entry accounts for Freddie Mac certificates sold by Freddie 
Mac on or after January 2, 1985, and makes payments of principal and interest   
each month to their registered holders in accordance with the holders'          
instructions.                                                                   

        Federal National Mortgage Association. Fannie Mae is a federally
chartered and privately owned corporation organized and existing under the      
Federal National Mortgage Association Charter Act, as amended. Fannie Mae was   
originally established in 1938 as a United States government agency to provide  
supplemental liquidity to the mortgage market and was transformed into a        
stockholder owned and privately-managed corporation by legislation enacted in   
1968.                                                                           

     Fannie Mae provides funds to the mortgage market primarily by
purchasing mortgage loans from lenders, thereby replenishing their funds for    
additional lending. Fannie Mae acquires funds to purchase mortgage loans from   
many capital market investors that may not ordinarily invest in mortgages,      
thereby expanding the total amount of funds available for housing. Operating    
nationwide, Fannie Mae helps to redistribute mortgage funds from capital-surplus
to capital-short areas.                                                         

           Fannie Mae Certificates. These are guaranteed mortgage pass-through
certificates issued and guaranteed as to timely payment of principal and        
interest by Fannie Mae representing fractional undivided interests in a pool of 

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mortgage loans formed by Fannie Mae. Each mortgage loan must meet the applicable
standards of the Fannie Mae purchase program. Mortgage loans comprising a pool  
are either provided by Fannie Mae from its own portfolio or purchased pursuant  
to the criteria of the Fannie Mae purchase program.                             

         Mortgage loans underlying Fannie Mae certificates held by a trust
fund will consist of conventional mortgage loans, FHA loans or VA loans.        
Original maturities of substantially all of the conventional, level payment     
mortgage loans underlying a Fannie Mae certificate are expected to be between   
either 8 to 15 years or 20 to 40 years. The original maturities of substantially
all of the fixed rate, level payment FHA loans or VA loans are expected to be 30
years. Mortgage loans underlying a Fannie Mae certificate may have annual       
interest rates that vary by as much as two percentage points from each other.   
The rate of interest payable on a Fannie Mae certificate is equal to the lowest 
interest rate of any mortgage loan in the related pool, less a specified minimum
annual percentage representing servicing compensation and Fannie Mae's guaranty 
fee. Under a regular servicing option, the annual interest rates on the mortgage
loans underlying a Fannie Mae certificate will be between 50 basis points and   
250 basis points greater than is its annual pass through rate. Under this option
the mortgagee or each other servicer assumes the entire risk of foreclosure     
losses. Under a special servicing option, the annual interest rates on the      
mortgage loans underlying a Fannie Mae certificate will generally be between 55 
basis points and 255 basis points greater than the annual Fannie Mae certificate
pass-through rate. Under this option Fannie Mae assumes the entire risk for     
foreclosure losses. If specified in the related prospectus supplement, Fannie   
Mae certificates may be backed by adjustable rate mortgages.                    

       Fannie Mae guarantees to each registered holder of a Fannie Mae
certificate that it will distribute amounts representing the holder's           
proportionate share of scheduled principal and interest payments at the         
applicable pass through rate provided for by the Fannie Mae certificate on the  
underlying mortgage loans, whether or not received, and the holder's            
proportionate share of the full principal amount of any foreclosed or other     
finally liquidated mortgage loan, whether or not the principal amount is        
actually recovered. The obligations of Fannie Mae under its guaranties are      
obligations solely of Fannie Mae and are not backed by, or entitled to, the full
faith and credit of the United States. Although the Secretary of the Treasury of
the United States has discretionary authority to lend Fannie Mae up to $2.25    
billion outstanding at any time, neither the United States nor any of its       
agencies is obligated to finance Fannie Mae's operations or to assist Fannie Mae
in any other manner. If Fannie Mae were unable to satisfy its obligations,      
distributions to holders of Fannie Mae certificates would consist solely of     
payments and other recoveries on the underlying mortgage loans and, accordingly,
monthly distributions to holders of Fannie Mae certificates would be affected by
delinquent payments and defaults on the mortgage loans.                         

     Except for Fannie Mae certificates backed by pools containing
graduated payment mortgage loans or mortgage loans secured by multifamily       
projects, Fannie Mae certificates evidencing interests in pools of mortgage     
loans formed on or after May 1, 1985 are available in book-entry form only.     
Distributions of principal and interest on each Fannie Mae certificate will be  
made by Fannie Mae on the 25th day of each month to the persons in whose name   
the Fannie Mae certificate is entered in the books of the Federal Reserve Banks 
or registered on the Fannie Mae certificate register as of the close of business
on the last day of the preceding month. Distributions on Fannie Mae certificates
issued in book-entry form will be made by wire. Distributions on fully          
registered Fannie Mae certificates will be made by check.                       

     The Fannie Mae certificates included in a trust fund, and the
related underlying mortgage loans, may have characteristics and terms different 
from those described above. Any different characteristics and terms will be     
described in the related prospectus supplement.                                 

          Stripped Mortgage-Backed Securities. Agency Securities may consist
of one or more stripped mortgage-backed securities, each as described in this   
prospectus and in the related prospectus supplement. Each Agency Security will  
represent an undivided interest in all or part of either the principal          
distributions (but not the interest distributions) or the interest distributions
(but not the principal distributions), or in some specified portion of the      
principal and interest distributions (but not all the distributions) on certain 
Freddie Mac, Fannie Mae or Ginnie Mae certificates. The underlying securities   
will be held under a trust agreement by Freddie Mac, Fannie Mae or Ginnie Mae,  
each as trustee, or by another trustee named in the related prospectus          
supplement. The applicable prospectus supplement may specify that Freddie Mac,  
Fannie Mae or Ginnie Mae will not guarantee each stripped Agency Security to the
same extent it guarantees the underlying securities backing the stripped Agency 
Security, but if it does not, then Freddie Mac, Fannie Mae or Ginnie Mae will   
guarantee each stripped Agency Security to the same extent it guarantees the    
underlying securities backing the stripped Agency Security.                     

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       Other Agency Securities. If specified in the related prospectus
supplement, a trust fund may include other mortgage pass-through certificates   
issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. The              
characteristics of those mortgage pass-through certificates will be described in
the prospectus supplement. If so specified, a combination of different types of 
Agency Securities may be held in a trust fund.                                  

Private Mortgage-Backed Securities                                              

  Private Mortgage-Backed Securities may consist of mortgage
pass-through certificates or participation certificates evidencing an undivided 
interest in a pool of mortgage loans or collateralized mortgage obligations     
secured by mortgage loans. Private Mortgage-Backed Securities may include       
stripped mortgage-backed securities representing an undivided interest in all or
a part of either the principal distributions (but not the interest              
distributions) or the interest distributions (but not the principal             
distributions) or in some specified portion of the principal and interest       
distributions (but not all the distributions) on certain mortgage loans. Private
Mortgage-Backed Securities will have been issued pursuant to a pooling and      
servicing agreement, an indenture or similar agreement. The applicable          
prospectus supplement may provide that the seller/servicer of the underlying    
mortgage loans will not have entered into a pooling and servicing agreement with
a private trustee, but if it does not, the seller/servicer of the underlying    
mortgage loans will have entered into the pooling and servicing agreement with a
private trustee. The private trustee or its agent, or a custodian, will possess 
the mortgage loans underlying the Private Mortgage-Backed Security. Mortgage    
loans underlying a Private Mortgage-Backed Security will be serviced by a       
private servicer directly or by one or more subservicers who may be subject to  
the supervision of the private servicer.                                        

      The issuer of the Private Mortgage-Backed Securities will be a
financial institution or other entity engaged generally in the business of      
mortgage lending, a public agency or instrumentality of a state, local or       
federal government, or a limited purpose corporation organized for the purpose  
of, among other things, establishing trusts and acquiring and selling           
residential mortgage loans to the trusts and selling beneficial interests in the
trusts. If so specified in the related prospectus supplement, the issuer of     
Private Mortgage-Backed Securities may be an affiliate of the depositor. The    
obligations of the issuer of Private Mortgage-Backed Securities will generally  
be limited to certain representations and warranties with respect to the assets 
conveyed by it to the related trust fund. The issuer of Private Mortgage-Backed 
Securities will not have guaranteed any of the assets conveyed to the related   
trust fund or any of the Private Mortgage-Backed Securities issued under the    
pooling and servicing agreement. Additionally, although the mortgage loans      
underlying the Private Mortgage-Backed Securities may be guaranteed by an agency
or instrumentality of the United States, the Private Mortgage-Backed Securities 
themselves will not be so guaranteed.                                           

           Distributions of principal and interest will be made on the Private
Mortgage-Backed Securities on the dates specified in the related prospectus     
supplement. The Private Mortgage-Backed Securities may be entitled to receive   
nominal or no principal distributions or nominal or no interest distributions.  
Principal and interest distributions will be made on the Private Mortgage-Backed
Securities by the private trustee or the private servicer. The issuer of Private
Mortgage-Backed Securities or the private servicer may have the right to        
repurchase assets underlying the Private Mortgage-Backed Securities after a     
certain date or under other circumstances specified in the related prospectus   
supplement.                                                                     

            The mortgage loans underlying the Private Mortgage-Backed Securities
may consist of fixed rate, level payment, fully amortizing loans or graduated   
payment mortgage loans, buydown loans, adjustable rate mortgage loans or loans  
having balloon or other special payment features. The mortgage loans may be     
secured by single family property or multifamily property or by an assignment of
the proprietary lease or occupancy agreement relating to a specific dwelling    
within a cooperative and the related shares issued by the cooperative.          

       The prospectus supplement for a series for which the trust fund
includes Private Mortgage-Backed Securities will specify                        

        o     the aggregate approximate principal amount and type of the
                  Private Mortgage-Backed Securities to be included in the trust
fund;                                       

         o     certain characteristics of the mortgage loans that comprise
         the underlying assets for the Private Mortgage-Backed
Securities including                        

     o     the payment features of the mortgage loans,

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                o     the approximate aggregate principal balance, if known,
                       of underlying mortgage loans insured or guaranteed by a
governmental entity,            

           o     the servicing fee or range of servicing fees with
 respect to the mortgage loans and

          o     the minimum and maximum stated maturities of the
         underlying mortgage loans at origination;

         o     the maximum original term-to-stated maturity of the Private
Mortgage-Backed Securities;                 

         o     the weighted average term-to stated maturity of the Private
Mortgage-Backed Securities;                 

 o     the pass-through or certificate rate of the Private
Mortgage-Backed Securities;                 

          o     the weighted average pass-through or certificate rate of the
Private Mortgage-Backed Securities;         

           o     the issuer of Private Mortgage-Backed Securities, the private
                 servicer (if other than the issuer of Private Mortgage-Backed
       Securities) and the private trustee for the Private
Mortgage-Backed Securities;                 

       o     certain characteristics of credit support, if any, the as
               reserve funds, insurance policies, surety bonds, letters of
                  credit or guaranties relating to the mortgage loans underlying
            the Private Mortgage-Backed Securities or to the Private
Mortgage-Backed Securities themselves;      

      o     the terms on which the underlying mortgage loans for the
                  Private Mortgage-Backed Securities may, or are required to, be
                 purchased before their stated maturity or the stated maturity
  of the Private Mortgage-Backed Securities; and

            o     the terms on which mortgage loans may be substituted for those
                 originally underlying the Private Mortgage-Backed Securities.

           Private Mortgage-Backed Securities included in the trust fund for a
series of certificates that were issued by an issuer of Private Mortgage-Backed 
Securities that is not affiliated with the depositor must be acquired in bona   
fide secondary market transactions or either have been previously registered    
under the Securities Act of 1933, as amended (the "Securities Act") or have been
held for at least the holding period required to be eligible for sale under Rule
144(k) under the Securities Act.                                                

Substitution of Mortgage Assets                                                 

          Substitution of Mortgage Assets will be permitted upon breaches of
representations and warranties with respect to any original Mortgage Asset or if
the trustee determines that the documentation with respect to any Mortgage Asset
is incomplete. See "Loan Program--Representations by Sellers; Repurchases." The 
period during which the substitution will be permitted generally will be        
indicated in the related prospectus supplement. The related prospectus          
supplement will describe any other conditions upon which Mortgage Assets may be 
substituted for Mortgage Assets initially included in the trust fund.           

Available Information                                                           

           The depositor has filed with the SEC a Registration Statement under
the Securities Act covering the certificates. This prospectus, which forms a    
part of the Registration Statement, and the prospectus supplement relating to   
each series of certificates contain summaries of the material terms of the      
documents referred to in this prospectus and in the prospectus supplement, but  
do not contain all of the information in the Registration Statement pursuant to 
the rules and regulations of the SEC. For further information, reference is made
to the Registration Statement and its exhibits. The Registration Statement and  
exhibits can be inspected and copied at prescribed rates at the public reference
facilities maintained by the SEC at its Public Reference Room at 100 F Street,  
N.E., Washington, DC 20549. The SEC maintains an Internet Web site that contains
reports, proxy and information statements, and other information regarding the  
registrants that file electronically with the SEC, including the                

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depositor. The address of that Internet Web site is http://www.sec.gov. The     
depositor's SEC Securities Act file number is 333-127556.                       

       This prospectus and any applicable prospectus supplement do not
constitute an offer to sell or a solicitation of an offer to buy any securities 
other than the certificates offered by this prospectus and the prospectus       
supplement nor an offer of the certificates to any person in any state or other 
jurisdiction in which the offer would be unlawful.                              

Incorporation of Certain Documents by Reference                                 

 All documents filed for the trust fund referred to in the
accompanying prospectus supplement after the date of this prospectus and before 
the end of the related offering with the SEC pursuant to Section 13(a), 13(c),  
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange   
Act"), are incorporated by reference in this prospectus and are a part of this  
prospectus from the date of their filing. Any statement contained in a document 
incorporated by reference in this prospectus is modified or superseded for all  
purposes of this prospectus to the extent that a statement contained in this    
prospectus (or in the accompanying prospectus supplement) or in any other       
subsequently filed document that also is incorporated by reference differs from 
that statement. Any statement so modified or superseded shall not, except as so 
modified or superseded, constitute a part of this prospectus.                   

These reports include (but are not limited to):         

o     Reports on Form 8-K (Current Report), following the issuance of the series
      of securities of the related trust fund, including as Exhibits to the Form
8-K (1) the agreements or other documents specified in the related  
  prospectus supplement, if applicable, (2) the Detailed Description, if
  applicable, regarding the related Mortgage Assets and (3) the opinions
related to the tax consequences and the legality of the series being
issued required to be filed under applicable securities laws;       

o     Reports on Form 8-K (Current Report), following the occurrence of events  
      specified in Form 8-K requiring disclosure, which are required to be filed
     within the time-frame specified in Form 8-K related to the type of event;

o     Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing
    the distribution and pool performance information required on Form 10-D,
  which are required to be filed 15 days following the distribution date
specified in the related prospectus supplement; and                 

o     Report on Form 10-K (Annual Report), containing the items specified in    
Form 10-K with respect to a fiscal year and filing or furnishing, as
appropriate, the required exhibits.                                 

          Neither the depositor nor the master servicer intends to file with
the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the     
Exchange Act with respect to a trust fund following completion of the reporting 
period required by Rule 15d-1 or Regulation 15D under the Securities Exchange   
Act of 1934. Unless specifically stated in the report, the reports and any      
information included in the report will neither be examined nor reported on by  
an independent public accountant. Each trust fund formed by the depositor will  
have a separate file number assigned by the SEC, which unless otherwise         
specified in the related prospectus supplement is not available until filing of 
the final prospectus supplement related to the series. Reports filed with       
respect to a trust fund with the SEC after the final prospectus supplement is   
filed will be available under trust fund's specific number, which will be a     
series number assigned to the file number of the depositor shown above.         

           The trustee on behalf of any trust fund will provide without charge
to each person to whom this prospectus is delivered, on the person's written or 
oral request, a copy of any or all of the documents referred to above that have 
been or may be incorporated by reference in this prospectus (not including      
exhibits to the information that is incorporated by reference unless the        
exhibits are specifically incorporated by reference into the information that   
this prospectus incorporates) and any reports filed with the SEC. Requests      
should be directed to the corporate trust office of the trustee specified in the
accompanying prospectus supplement.                                             

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 Use of Proceeds

         The net proceeds to be received from the sale of the certificates
will be applied by the depositor to the purchase of Mortgage Assets or will be  
used by the depositor for general corporate purposes. The depositor expects to  
sell certificates in series from time to time, but the timing and amount of     
offerings of certificates will depend on a number of factors, including the     
volume of Mortgage Assets acquired by the depositor, prevailing interest rates, 
availability of funds and general market conditions.                            

 The Depositor

           IndyMac MBS, Inc., a Delaware corporation, was organized on July 9,
1999 for the limited purpose of acquiring, owning and transferring Mortgage     
Assets and selling interests in them or bonds secured by them. The depositor is 
a subsidiary of IndyMac Bank, F.S.B., a Delaware corporation. The depositor     
maintains its principal office at 155 North Lake Avenue, Pasadena, California   
91101. Its telephone number is (800) 669-2300.                                  

      The depositor's obligations after issuance of the certificates
include delivery of the Mortgage Assets and certain related documents and       
instruments, repurchasing Mortgage Assets in the event of certain breaches of   
representations and warranties made by the depositor, providing tax-related     
information to the trustee and maintaining the trustee's first priority         
perfected security interest in the Mortgage Assets.                             

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

 Mortgage Loan Program

            The mortgage loans will have been purchased by the depositor, either
directly or through affiliates, from sellers. The discussion below under        
"Underwriting Process" contains a general description of underwriting standards 
that are applicable to most sellers. A description of the underwriting          
guidelines that are applied by the seller or sellers in a particular transaction
will be set forth in the related prospectus supplement.                         

Underwriting Process                                                            

         Underwriting standards are applied by or on behalf of a lender to
evaluate the borrower's credit standing and repayment ability, and the value and
adequacy of the mortgaged property as collateral. Most lenders offer a number of
different underwriting programs. Some programs place more emphasis on a         
borrower's credit standing and repayment ability while others emphasize the     
value and adequacy of the mortgaged property as collateral. The most            
comprehensive of the programs emphasize both.                                   

          In general, where a loan is subject to full underwriting review, a
prospective borrower applying for a mortgage loan is required to fill out a     
detailed application designed to provide to the underwriting officer pertinent  
credit information. As part of the description of the borrower's financial      
condition, the borrower generally is required to provide a current list of      
assets and liabilities and a statement of income and expenses, as well as an    
authorization to apply for a credit report which summarizes the borrower's      
credit history with local merchants and lenders and any record of bankruptcy. In
most cases, an employment verification is obtained from an independent source,  
typically the borrower's employer. The verification reports the length of       
employment with that organization, the borrower's current salary and whether it 
is expected that the borrower will continue employment in the future. If a      
prospective borrower is self-employed, the borrower may be required to submit   
copies of signed tax returns. The borrower may also be required to authorize    
verification of deposits at financial institutions where the borrower has demand
or savings accounts.                                                            

            In determining the adequacy of the mortgaged property as collateral,
an appraisal is made of each property considered for financing. Except as       
described in the applicable prospectus supplement, an appraiser is required to  
inspect the property and verify that it is in good repair and that construction,
if new, has been completed. The appraisal is based on the market value of       
comparable homes, the estimated rental income (if considered applicable by the  
appraiser) and the cost of replacing the home.                                  

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          Once all applicable employment, credit and property information is
received, a determination generally is made as to whether the prospective       
borrower has sufficient monthly income available to meet monthly housing        
expenses and other financial obligations and monthly living expenses and to meet
the borrower's monthly obligations on the proposed mortgage loan (generally     
determined on the basis of the monthly payments due in the year of origination) 
and other expenses related to the mortgaged property such as property taxes and 
hazard insurance). The underwriting standards applied by sellers, particularly  
with respect to the level of loan documentation and the mortgagor's income and  
credit history, may be varied in appropriate cases where factors as low         
Loan-to-Value Ratios or other favorable credit factors exist.                   

            In the event a lender underwrites mortgage loans under programs less
restrictive than the one described above, a description of those programs will  
be set forth in the related prospectus supplement.                              

        Certain of the types of mortgage loans that may be included in a
trust fund may be recently developed and may involve additional uncertainties   
not present in traditional types of loans. For example, certain of the mortgage 
loans may provide for escalating or variable payments by the mortgagor. These   
types of mortgage loans are underwritten on the basis of a judgment that the    
mortgagors have the ability to make the monthly payments required initially. In 
some instances, however, a mortgagor's income may not be sufficient to permit   
continued loan payments as the payments increase. These types of mortgage loans 
may also be underwritten primarily on the basis of Loan-to-Value Ratios or other
favorable credit factors.                                                       

Qualifications of Sellers                                                       

     Each seller must be an institution experienced in originating
mortgage loans of the type contained in the related mortgage pool and must      
maintain satisfactory facilities to originate those mortgage loans.             

Representations by Sellers; Repurchases                                         

            Each seller will have made representations and warranties in respect
of the mortgage loans sold by it and evidenced by a series of certificates. The 
applicable prospectus supplement may specify the different representations and  
warranties, but if it does not, the representations and warranties will         
generally include, among other things:                                          

          o     that a lender's policy of title insurance (or in the case of
               mortgaged properties located in areas where title insurance
       policies are generally not available, an attorney's
                 certificate of title) or a commitment to issue the policy was
                 effective on the date of origination of each loan, other than
              cooperative loans, and that each policy (or certificate of
          title as applicable) remained in effect on the date of
                 purchase of the mortgage loan from the seller by or on behalf
of the depositor;                           

          o     that the seller had good title to each mortgage loan and the
            mortgage loan was subject to no valid offsets, defenses,
              counterclaims or rights of rescission except to the extent
               that any buydown agreement described in this prospectus may
forgive certain indebtedness of a mortgagor;

          o     that each mortgage loan is secured by a valid first lien on,
               or a first perfected security interest with respect to, the
         mortgaged property (subject only to permissible title
          insurance exceptions, if applicable, and certain other
                exceptions described in the pooling and servicing agreement)
               and that, to the seller's knowledge, the mortgaged property
was free of material damage;                

           o     that there were no delinquent tax or assessment liens against
the mortgaged property; and                 

          o     that each loan at the time it was originated and on the date
              of transfer by the seller to the depositor complied in all
                  material respects with all applicable local, state and federal
laws.                                       

          As to any mortgage loan insured by the FHA or partially guaranteed
by the VA, the seller will represent that it has complied with underwriting     
policies of the FHA or the VA, as the case may be.                              

        As indicated in the related pooling and servicing agreement, the
representations and warranties of a seller in respect of a mortgage loan will be
made as of the date of initial issuance of the series of certificates, the      
related cut-off date, the date on which the seller sold the mortgage loan to the
depositor or one of its affiliates, or the date of                              

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origination of the related mortgage loan, as the case may be. If representations
and warranties are made as of a date other than the closing date or cut-off     
date, a substantial period of time may have elapsed between the other date and  
the date of initial issuance of the series of certificates evidencing an        
interest in the mortgage loan. Because the representations and warranties of a  
seller do not address events that may occur following the sale of a mortgage    
loan by the seller or following the origination of the mortgage loan, as the    
case may be, its repurchase obligation will not arise if the relevant event that
would otherwise have given rise to a repurchase obligation with respect to a    
mortgage loan occurs after the date of sale of the mortgage loan by the seller  
to the depositor or its affiliates or after the origination of the mortgage     
loan, as the case may be. In addition, certain representations, including the   
condition of the related mortgaged property, will be limited to the extent the  
seller has knowledge and the seller will be under no obligation to investigate  
the substance of the representation. However, the depositor will not include any
mortgage loan in the trust fund for any series of certificates if anything has  
come to the depositor's attention that would cause it to believe that the       
representations and warranties of a seller will not be accurate and complete in 
all material respects in respect of the mortgage loan as of the date of initial 
issuance of the related series of certificates. If the servicer is also a seller
of mortgage loans with respect to a particular series, the representations will 
be in addition to the representations and warranties made by the servicer in its
capacity as the servicer.                                                       

        The trustee, if the servicer is the seller, or the servicer will
promptly notify the relevant seller of any breach of any representation or      
warranty made by it in respect of a mortgage loan that materially and adversely 
affects the interests of the certificateholders in the mortgage loan. The       
applicable prospectus supplement may specify that the seller has a different    
repurchase obligation, but if it does not, then if the seller cannot cure the   
breach within 90 days after notice from the servicer or the trustee, as the case
may be, then the seller will be obligated to repurchase the mortgage loan from  
the trust fund at a price equal to 100% of the outstanding principal balance of 
the mortgage as of the date of the repurchase plus accrued interest on it to the
first day of the month in which the purchase price is to be distributed at the  
mortgage rate, less any unreimbursed advances or amount payable as related      
servicing compensation if the seller is the servicer with respect to the        
mortgage loan. If an election is to be made to treat a trust fund or designated 
portions of it as a "real estate mortgage investment conduit" as defined in the 
Internal Revenue Code of 1986, as amended (the "Code"), the servicer or a holder
of the related residual certificate will be obligated to pay any prohibited     
transaction tax that may arise in connection with the repurchase. The applicable
prospectus supplement may contain different reimbursement options, but if it    
does not, the servicer will be entitled to reimbursement for that payment from  
the assets of the related trust fund or from any holder of the related residual 
certificate. See "Description of the Certificates-- General" and in the related 
prospectus supplement. Except in those cases in which the servicer is the       
seller, the servicer will be required under the applicable pooling and servicing
agreement to enforce this obligation for the benefit of the trustee and the     
certificateholders, following the practices it would employ in its good faith   
business judgment were it the owner of the mortgage loan. This repurchase       
obligation will constitute the sole remedy available to certificateholders or   
the trustee for a breach of representation by a seller.                         

            Neither the depositor nor the servicer will be obligated to purchase
a mortgage loan if a seller defaults on its obligation to do so, and no         
assurance can be given that sellers will carry out their respective repurchase  
obligations with respect to mortgage loans. However, to the extent that a breach
of a representation and warranty of a seller may also constitute a breach of a  
representation made by the servicer, the servicer may have a repurchase         
obligation as described under "The Pooling and Servicing Agreement--Assignment  
of Mortgage Assets."                                                            

Static Pool Data

           If specified in the related prospectus supplement, static pool data
with respect to the delinquency, cumulative loss and prepayment data for IndyMac
Bank, F.S.B. or any other person specified in the related prospectus supplement 
will be made available through a Web site. The prospectus supplement related to 
each series for which the static pool data is provided through a Web site will  
contain the Web site address to obtain this information. Except as stated below,
the static pool data provided through any Web site will be deemed part of this  
prospectus and the registration statement of which this prospectus is a part    
from the date of the related prospectus supplement.                             

          Notwithstanding the foregoing, the following information shall not
be deemed part of the prospectus or the registration statement of which this    
prospectus is a part:                                                           

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           o     with respect to information regarding prior securitized pools
                  of IndyMac Bank, F.S.B. (or the applicable person specified in
              the related prospectus supplement) that do not include the
       currently offered pool, information regarding prior
             securitized pools that were established before January 1,
2006; and                                   

         o     with respect to information regarding the pool described in
                 the related prospectus supplement, information about the pool
for periods before January 1, 2006.         

       Static pool data may also be provided in the related prospectus
supplement or may be provided in the form of a CD-ROM accompanying the related  
prospectus supplement. The related prospectus supplement will specify how the   
static pool data will be presented.                                             

 Description of the Certificates

      The prospectus supplement relating to the certificates of each
series to be offered under this prospectus will, among other things, set forth  
for the certificates, as appropriate:                                           

           o     a description of the class or classes of certificates and the
               rate at which interest will be passed through to holders of
                 each class of certificates entitled to interest or the method
               of determining the amount of interest, if any, to be passed
through to each class;                      

        o     the initial aggregate certificate balance of each class of
           certificates included in the series, the dates on which
          distributions on the certificates will be made and, if
                  applicable, the initial and final scheduled distribution dates
for each class;                             

     o     information as to the assets comprising the trust fund,
                including the general characteristics of the Mortgage Assets
                 included in the trust fund and, if applicable, the insurance,
        surety bonds, guaranties, letters of credit or other
                 instruments or agreements included in the trust fund, and the
amount and source of any reserve fund;      

          o     the circumstances, if any, under which the trust fund may be
subject to early termination;               

        o     the method used to calculate the amount of principal to be
           distributed with respect to each class of certificates;

      o     the order of application of distributions to each of the
               classes within the series, whether sequential, pro rata, or
otherwise;                                  

o     the distribution dates with respect to the series;

o     additional information with respect to the plan of
distribution of the certificates;           

  o     whether one or more REMIC elections will be made and
                designation of the regular interests and residual interests;

         o     the aggregate original percentage ownership interest in the
             trust fund to be evidenced by each class of certificates;

           o     information as to the nature and extent of subordination with
               respect to any class of certificates that is subordinate in
right of payment to any other class; and    

         o     information as to the seller, the servicer and the trustee.

            Each series of certificates will be issued pursuant to a pooling and
servicing agreement, dated as of the related cut-off date, among the depositor, 
the servicer and the trustee for the benefit of the holders of the certificates 
of the series. The provisions of each pooling and servicing agreement will vary 
depending upon the nature of the                                                

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certificates to be issued thereunder and the nature of the related trust fund. A
form of a pooling and servicing agreement is an exhibit to the Registration     
Statement of which this prospectus is a part.                                   

            The prospectus supplement for a series of certificates will describe
any provision of the pooling and servicing agreement relating to the series that
materially differs from its description contained in this prospectus. The       
summaries do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the pooling and        
servicing agreement for each series of certificates and the applicable          
prospectus supplement. The depositor will provide a copy of the pooling and     
servicing agreement (without exhibits) relating to any series without charge    
upon written request of a holder of record of a certificate of the series       
addressed to IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena, California     
91101, Attention: Secretary. The following summaries describe material          
provisions that may appear in each pooling and servicing agreement.             

General                                                                         

      The certificates of each series will be issued in either fully
registered or book-entry form in the authorized denominations specified in the  
related prospectus supplement, will evidence specified beneficial ownership     
interests in the related trust fund created pursuant to the related pooling and 
servicing agreement and will not be entitled to payments in respect of the      
assets included in any other trust fund established by the depositor. The       
applicable prospectus supplement may provide for guarantees by a governmental   
entity or other person, but if it does not, the Mortgage Assets will not be     
insured or guaranteed by any governmental entity or other person. Each trust    
fund will consist of, to the extent provided in the related pooling and         
servicing agreement,                                                            

           o     the Mortgage Assets that from time to time are subject to the
             related pooling and servicing agreement (exclusive of any
               amounts specified in the related prospectus supplement as a
retained interest);                         

            o     the assets required to be deposited in the related Certificate
Account from time to time;                  

           o     property that secured a mortgage loan and that is acquired on
              behalf of the certificateholders by foreclosure or deed in
lieu of foreclosure; and                    

           o     any primary mortgage insurance policies, FHA insurance and VA
                  guaranties, and any other insurance policies or other forms of
                credit enhancement required to be maintained pursuant to the
related pooling and servicing agreement.    

          If so specified in the related prospectus supplement, a trust fund
may also include one or more of the following: reinvestment income on payments  
received on the Mortgage Assets, a reserve fund, a mortgage pool insurance      
policy, a special hazard insurance policy, a bankruptcy bond, one or more       
letters of credit, a surety bond, guaranties or similar instruments or other    
agreements.                                                                     

          Each series of certificates will be issued in one or more classes.
Each class of certificates of a series will evidence beneficial ownership of a  
specified percentage or portion of future interest payments and a specified     
percentage or portion of future principal payments on the Mortgage Assets in the
related trust fund. These specified percentages may be 0%. A series of          
certificates may include one or more classes that are senior in right to payment
to one or more other classes of certificates of the series. Certain series or   
classes of certificates may be covered by insurance policies, surety bonds or   
other forms of credit enhancement, in each case as described in this prospectus 
and in the related prospectus supplement. One or more classes of certificates of
a series may be entitled to receive distributions of principal, interest or any 
combination of principal and interest. Distributions on one or more classes of a
series of certificates may be made before one or more other classes, after the  
occurrence of specified events, in accordance with a schedule or formula, on the
basis of collections from designated portions of the Mortgage Assets in the     
related trust fund, or on a different basis, in each case as specified in the   
related prospectus supplement. The timing and amounts of the distributions may  
vary among classes or over time as specified in the related prospectus          
supplement.                                                                     

        Distributions of either or both of principal and interest on the
related certificates will be made by the trustee on each distribution date      
(i.e., monthly, quarterly, semi-annually or at other intervals and on the dates 
specified in the prospectus supplement) in proportion to the percentages        
specified in the related prospectus supplement. Distributions will be made to   
the persons in whose names the certificates are registered at the close of      
business on                                                                     

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the dates specified in the related prospectus supplement. Distributions will be 
made by check or money order mailed to the persons entitled to them at the      
address appearing in the certificates register maintained for holders of        
certificates or, if specified in the related prospectus supplement, in the case 
of certificates that are of a certain minimum denomination, upon written request
by the certificateholder, by wire transfer or by another means described in the 
prospectus supplement; provided, however, that the final distribution in        
retirement of the certificates will be made only upon presentation and surrender
of the certificates at the office or agency of the trustee or other person      
specified in the notice to certificateholders of the final distribution.        

            The certificates will be freely transferable and exchangeable at the
corporate trust office of the trustee as set forth in the related prospectus    
supplement. No service charge will be made for any registration of exchange or  
transfer of certificates of any series, but the trustee may require payment of a
sum sufficient to cover any related tax or other governmental charge.           

         Under current law the purchase and holding by or on behalf of any
employee benefit plan or other retirement arrangement subject to provisions of  
the Employee Retirement Income Security Act of 1974, as amended, or the Code of 
certain classes of certificates may result in "prohibited transactions" within  
the meaning of ERISA and the Code. See "ERISA Considerations." Retirement       
arrangements subject to these provisions include individual retirement accounts 
and annuities, Keogh plans and collective investment funds in which the plans,  
accounts or arrangements are invested. The applicable prospectus supplement may 
specify other conditions under which transfers of this type would be permitted, 
but if it does not, transfer of the certificates will not be registered unless  
the transferee represents that it is not, and is not purchasing on behalf of, a 
plan, account or other retirement arrangement or provides an opinion of counsel 
satisfactory to the trustee and the depositor that the purchase of the          
certificates by or on behalf of a plan, account or other retirement arrangement 
is permissible under applicable law and will not subject the trustee, the       
servicer or the depositor to any obligation or liability in addition to those   
undertaken in the pooling and servicing agreement.                              

       As to each series, an election may be made to treat the related
trust fund or designated portions of it as a real estate mortgage investment    
conduit or REMIC as defined in the Code. The related prospectus supplement will 
specify whether a REMIC election is to be made. Alternatively, the pooling and  
servicing agreement for a series may provide that a REMIC election may be made  
at the discretion of the depositor or the servicer and may be made only if      
certain conditions are satisfied. The terms applicable to the making of a REMIC 
election, as well as any material federal income tax consequences to            
certificateholders not described in this prospectus, will be set forth in the   
related prospectus supplement. If a REMIC election is made with respect to a    
series, one of the classes will be designated as evidencing the sole class of   
residual interests in the related REMIC, as defined in the Code. All other      
classes of certificates in the series will constitute regular interests in the  
related REMIC, as defined in the Code. As to each series with respect to which a
REMIC election is to be made, the servicer or a holder of the related residual  
certificate will be obligated to take all actions required to comply with       
applicable laws and regulations and will be obligated to pay any prohibited     
transaction taxes. The applicable prospectus supplement may restrict the        
servicer's reimbursement rights, but if it does not, the servicer will be       
entitled to reimbursement for that payment from the assets of the trust fund or 
from any holder of the related residual certificate. Unless otherwise specified 
in the related prospectus supplement, if the amounts distributable to the       
related residual certificates are insufficient to cover the amount of any       
prohibited transaction taxes, the amount necessary to reimburse the servicer may
be deducted from the amounts otherwise distributable to the other classes of    
certificates of the series.                                                     

Distributions on Certificates                                                   

    General. In general, the method of determining the amount of
distributions on a particular series of certificates will depend on the type of 
credit support, if any, that is used with respect to the series. See "Credit    
Enhancement" and in the related prospectus supplement. Various methods that may 
be used to determine the amount of distributions on the certificates of a       
particular series. The prospectus supplement for each series of certificates    
will describe the method to be used in determining the amount of distributions  
on the certificates of its series.                                              

   Distributions allocable to principal of and interest on the
certificates will be made by the trustee out of, and only to the extent of,     
funds in the related Certificate Account, including any funds transferred from  
any reserve fund. As between certificates of different classes and as between   
distributions of principal (and, if applicable, between distributions of        
principal prepayments and scheduled payments of principal) and interest,        
distributions made on any                                                       

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distribution date will be applied as specified in the related prospectus        
supplement. The applicable prospectus supplement may provide for payment        
distinctions within classes, but if it does not, distributions to any class of  
certificates will be made pro rata to all certificateholders of that class.     

      Available Funds. All distributions on the certificates of each
series on each distribution date will be made from the Available Funds, in      
accordance with the terms described in the related prospectus supplement and    
specified in the pooling and servicing agreement. The applicable prospectus     
supplement may define Available Funds with reference to different accounts or   
different amounts, but if it does not, "Available Funds" for each distribution  
date will generally equal the amount on deposit in the related Certificate      
Account on the distribution date (net of related fees and expenses payable by   
the related trust fund) other than amounts to be held in the Certificate Account
for distribution on future distribution dates.                                  

        Distributions of Interest. Interest will accrue on the aggregate
original balance of the certificates (or, in the case of certificates entitled  
only to distributions allocable to interest, the aggregate notional amount) of  
each class of certificates (the initial "Class Certificate Balance") entitled to
interest at the pass-through rate (which may be a fixed rate or a rate          
adjustable as specified in the prospectus supplement) from the date and for the 
periods specified in the prospectus supplement. To the extent funds are         
available therefor, interest accrued during each specified period on each class 
of certificates entitled to interest (other than a class of certificates that   
provides for interest that accrues, but is not currently payable) will be       
distributable on the distribution dates specified in the related prospectus     
supplement until the Class Certificate Balance of the class has been distributed
in full or, in the case of certificates entitled only to distributions allocable
to interest, until the aggregate notional amount of the certificates is reduced 
to zero or for the period of time designated in the related prospectus          
supplement. The original certificate balance of each certificate will equal the 
aggregate distributions allocable to principal to which the certificate is      
entitled. The applicable prospectus supplement may specify some other basis for 
these distributions, but if it does not, distributions allocable to interest on 
each certificate that is not entitled to distributions allocable to principal   
will be calculated based on the notional amount of the certificate. The notional
amount of a certificate will not evidence an interest in or entitlement to      
distributions allocable to principal but will be used solely for convenience in 
expressing the calculation of interest and for certain other purposes.          

            With respect to any class of accrual certificates, any interest that
has accrued but is not paid on a given distribution date will be added to the   
Class Certificate Balance of the class of certificates on that distribution     
date. The applicable prospectus supplement may specify some other basis for     
these distributions, but if it does not, distributions of interest on each class
of accrual certificates will commence only after the occurrence of the events   
specified in the prospectus supplement and, before that time, the beneficial    
ownership interest of the class of accrual certificates in the trust fund, as   
reflected in the Class Certificate Balance of the class of accrual certificates,
will increase on each distribution date by the amount of interest that accrued  
on the class of accrual certificates during the preceding interest accrual      
period but that was not required to be distributed to the class on the          
distribution date. The class of accrual certificates will thereafter accrue     
interest on its outstanding Class Certificate Balance as so adjusted.           

          Distributions of Principal. The related prospectus supplement will
specify the method by which the amount of principal to be distributed on the    
certificates on each distribution date will be calculated and the manner in     
which that amount will be allocated among the classes of certificates entitled  
to distributions of principal. The Class Certificate Balance of any class of    
certificates entitled to distributions of principal will be the original Class  
Certificate Balance of the class of certificates specified in the prospectus    
supplement,                                                                     

                 o     reduced by all distributions reported to the holders of
          the certificates as allocable to principal

               o     in the case of accrual certificates, unless otherwise
               specified in the related prospectus supplement,
              increased by all interest accrued but not then
          distributable on the accrual certificates,

             o     in the case of adjustable rate certificates, unless
             otherwise specified in the related prospectus
             supplement, subject to the effect of negative
amortization; and               

            o     if specified in the related prospectus supplement,
                    reduced by the amount of any losses allocated to the
                       Class Certificate Balance of the class of certificates.

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          The related prospectus supplement will specify the method by which
the amount of principal to be distributed on the certificates on each           
distribution date will be calculated and the manner in which that amount will be
allocated among the classes of certificates entitled to distributions of        
principal.                                                                      

          A series of certificates may include one or more classes of senior
certificates and one or more classes of subordinate certificates. If so provided
in the related prospectus supplement, one or more classes of senior certificates
will be entitled to receive all or a disproportionate percentage of the payments
of principal that are received from borrowers in advance of their scheduled due 
dates and are not accompanied by amounts representing scheduled interest due    
after the month of the payments in the percentages and under the circumstances  
or for the periods specified in the prospectus supplement. Any disproportionate 
allocation of these principal prepayments to senior certificates will have the  
effect of accelerating the amortization of the senior certificates while        
increasing the interests evidenced by the subordinated certificates in the trust
fund. Increasing the interests of the subordinated certificates relative to that
of the senior certificates is intended to preserve the availability of the      
subordination provided by the subordinated certificates. See "Credit            
Enhancement--Subordination" and "Credit Enhancement--Subordination of the       
Subordinated Certificates" in the related prospectus supplement.                

         Unscheduled Distributions. If specified in the related prospectus
supplement, the certificates will be subject to receipt of distributions before 
the next scheduled distribution date. If applicable, the trustee will be        
required to make unscheduled distributions on the day and in the amount         
specified in the related prospectus supplement if, due to substantial payments  
of principal (including principal prepayments) on the Mortgage Assets, the      
trustee or the servicer determines that the funds available or anticipated to be
available from the Certificate Account and, if applicable, any reserve fund, may
be insufficient to make required distributions on the certificates on the       
distribution date. The applicable prospectus supplement may specify some other  
basis for these distributions, but if it does not, the amount of the unscheduled
distribution that is allocable to principal will not exceed the amount that     
would otherwise have been required to be distributed as principal on the        
certificates on the next distribution date. The applicable prospectus supplement
may provide that unscheduled distributions will not include interest or that    
interest will be computed on a different basis, but if it does not, all         
unscheduled distributions will include interest at the applicable pass-through  
rate on the amount of the unscheduled distribution allocable to principal for   
the period and to the date specified in the prospectus supplement.              

Advances                                                                        

        To the extent provided in the related prospectus supplement, the
servicer will be required to advance on or before each distribution date (from  
its own funds or funds held in the Certificate Account for future distributions 
to certificateholders), an amount equal to the aggregate of payments of         
principal and interest that were delinquent on the related Determination Date,  
subject to the servicer's determination that the advances will be recoverable   
out of late payments by obligors on the Mortgage Assets, liquidation proceeds,  
insurance proceeds not used to restore the property or otherwise. In the case of
cooperative loans, the servicer also will be required to advance any unpaid     
maintenance fees and other charges under the related proprietary leases as      
specified in the related prospectus supplement.                                 

            In making advances, the servicer will endeavor to maintain a regular
flow of scheduled interest and principal payments to certificateholders, rather 
than to guarantee or insure against losses.                                     

            If advances are made by the servicer from cash being held for future
distribution to certificateholders, the servicer will replace the funds on or   
before any future distribution date to the extent that funds in the applicable  
Certificate Account on the distribution date would be less than the amount      
required to be available for distributions to certificateholders on the         
distribution date. Any advances will be reimbursable to the servicer out of     
recoveries on the specific Mortgage Assets with respect to which the advances   
were made (e.g., late payments made by the related obligors, any related        
insurance proceeds, liquidation proceeds or proceeds of any mortgage loan       
repurchased by the depositor or a seller pursuant to the related pooling and    
servicing agreement). In addition, advances by the servicer will also be        
reimbursable to the servicer from cash otherwise distributable to               
certificateholders to the extent that the servicer determines that the advances 
previously made are not ultimately recoverable as described in the preceding    
sentence. The servicer also will be obligated to make advances, to the extent   
recoverable out of insurance proceeds not used to restore the property,         
liquidation proceeds or otherwise, for certain taxes and insurance premiums not 
paid by mortgagors on a timely basis. Funds so advanced are reimbursable to the 
servicer to the extent permitted by the                                         

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pooling and servicing agreement. If specified in the related prospectus         
supplement, the obligations of the servicer to make advances may be supported by
a cash advance reserve fund, a surety bond or other arrangement, in each case as
described in the prospectus supplement.                                         

Reports to Certificateholders                                                   

        The distribution and pool performance reports filed on Form 10-D
will be forwarded to each certificateholder as specified in the related         
prospectus supplement. See "Description of the Certificates--Reports to         
Certificateholders." All other reports filed with the SEC concerning the trust  
fund will be forwarded to certificateholders free of charge upon written request
to the trustee on behalf of any trust fund, but will not be made available      
through a Web site of the depositor, the servicer or any other party as these   
reports and exhibits can be inspected and copied at prescribed rates at the     
public reference facilities maintained by the SEC and can also viewed           
electronically at the internet Web site of the SEC shown above under            
"--Available Information."                                                      

           The applicable prospectus supplement may specify different items to
be reported, but if it does not, before or concurrently with each distribution  
on a distribution date the servicer or the trustee will furnish to each         
certificateholder of record of the related series a statement setting forth, to 
the extent applicable to the series of certificates, among other things:        

    o     the amount of the distribution allocable to principal,
                separately identifying the aggregate amount of any principal
              prepayments and, if so specified in the related prospectus
supplement, prepayment charges;             

   o     the amount of the distribution allocable to interest;

o     the amount of any advance;                        

          o     the aggregate amount otherwise allocable to the subordinated
                 certificateholders on the distribution date and the aggregate
           amount withdrawn from the reserve fund, if any, that is
                  included in the amounts distributed to the certificateholders;

            o     the Class Certificate Balance or notional amount of each class
                 of the related series after giving effect to the distribution
of principal on the distribution date;      

         o     the percentage of principal payments on the Mortgage Assets
             (excluding prepayments), if any, which each class will be
           entitled to receive on the following distribution date;

         o     the percentage of principal prepayments with respect to the
                 Mortgage Assets, if any, which each class will be entitled to
receive on the following distribution date; 

          o     the related amount of the servicing compensation retained or
               withdrawn from the Certificate Account by the servicer, and
               the amount of additional servicing compensation received by
        the servicer attributable to penalties, fees, excess
             liquidation proceeds and other similar charges and items;

           o     the number and aggregate principal balances of mortgage loans
                 (A) delinquent (exclusive of mortgage loans in foreclosure) 1
                to 30 days, 31 to 60 days, 61 to 90 days and 91 or more days
                and (B) in foreclosure and delinquent 1 to 30 days, 31 to 60
               days, 61 to 90 days and 91 or more days, as of the close of
                business on the last day of the calendar month preceding the
distribution date;                          

            o     the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;  

          o     the pass-through rate, if adjusted from the date of the last
               statement, of a class expected to be applicable to the next
distribution to the class;                  

            o     if applicable, the amount remaining in the reserve fund at the
close of business on the distribution date; 

      o     the pass-through rate as of the day before the preceding
distribution date; and                      

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          o     any amounts remaining under letters of credit, pool policies
or other forms of credit enhancement.       

          Where applicable, any amount set forth above may be expressed as a
dollar amount per single certificate of the relevant class having the percentage
interest specified in the related prospectus supplement. The report to          
certificateholders for any series of certificates may include additional or     
other information of a similar nature to that specified above.                  

        In addition, within a reasonable period of time after the end of
each calendar year, the servicer or the trustee will mail to each               
certificateholder of record at any time during the calendar year a report as to 
the aggregate of amounts reported pursuant to the first two items for the       
calendar year or, if the person was a certificateholder of record during a      
portion of the calendar year, for the applicable portion of the year and other  
customary information deemed appropriate for certificateholders to prepare their
tax returns.                                                                    

Categories of Classes of Certificates                                           

            In general, classes of pass-through certificates fall into different
categories. The following chart identifies and generally defines the more       
typical categories. The prospectus supplement for a series of certificates may  
identify the classes which comprise the series by reference to the following    
categories.                                                                     

Categories of Classes                                  Definition               
                                       Principal Types

Accretion Directed Class.............   A class that receives principal payments
                               from the accreted interest from
                                       specified accrual classes. An accretion
                               directed class also may receive
                                      principal payments from principal paid
                                    on the underlying Mortgage Assets or
                                      other assets of the trust fund for the
               related series.

Companion Class......................   A class that receives principal payments
                                on any distribution date only if
                                    scheduled payments have been made on
                                    specified planned principal classes,
                                       targeted principal classes or scheduled
                  principal classes.

Component Class......................   A class consisting of "components." The 
                                  components of a class of component
                               certificates may have different
                              principal and interest payment
                                       characteristics but together constitute
                                   a single class. Each component of a
                                      class of component certificates may be
                                      identified as falling into one or more
                                of the categories in this chart.

Non-Accelerated Senior or NAS........   A class that, for the period of time    
                                   specified in the related prospectus
                                      supplement, generally will not receive
                                   (in other words, is locked out) (1)
                                       principal prepayments on the underlying
                                  Mortgage Assets that are allocated
                                disproportionately to the senior
                                    certificates because of the shifting
                                      interest structure of the certificates
                                      in the trust fund and/or (2) scheduled
                                    principal payments on the underlying
                                    Mortgage Assets, as specified in the
                                     related prospectus supplement. During
                                       the lock-out period, the portion of the
                              principal distributions on the
                                       underlying Mortgage Assets of which the
                               NAS Class is locked out will be
                                   distributed to the other classes of
                    senior certificates.

Notional Amount Class................   A class having no principal balance and 
                                        bearing interest on the related notional
                                       amount. The notional amount is used for
                                purposes of the determination of
                       interest distributions.

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Categories of Classes                                  Definition               
                                       Principal Types

Planned Principal Class or PACs......   A class that is designed to receive     
                                        principal payments using a predetermined
                                     principal balance schedule derived by
                                      assuming two constant prepayment rates
                                   for the underlying Mortgage Assets.
                                     These two rates are the endpoints for
                                       the "structuring range" for the planned
                                      principal class. The planned principal
                                     classes in any series of certificates
                                may be subdivided into different
                                 categories (e.g., primary planned
                                    principal classes, secondary planned
                                      principal classes and so forth) having
                                      different effective structuring ranges
                               and different principal payment
                                     priorities. The structuring range for
                                        the secondary planned principal class of
                                a series of certificates will be
                                  narrower than that for the primary
                                      planned principal class of the series.

Scheduled Principal Class............   A class that is designed to receive     
                                        principal payments using a predetermined
                                     principal balance schedule but is not
                                       designated as a planned principal class
                                    or targeted principal class. In many
                                 cases, the schedule is derived by
                                      assuming two constant prepayment rates
                                   for the underlying Mortgage Assets.
                                     These two rates are the endpoints for
                               the "structuring range" for the
                          scheduled principal class.

Sequential Pay Class.................   Classes that receive principal payments 
                                     in a prescribed sequence, that do not
                                    have predetermined principal balance
                            schedules and that under all
                                 circumstances receive payments of
                                     principal continuously from the first
                                       distribution date on which they receive
                                   principal until they are retired. A
                                    single class that receives principal
                                  payments before or after all other
                             classes in the same series of
                                   certificates may be identified as a
                     sequential pay class.

Strip Class..........................   A class that receives a constant        
                                        proportion, or "strip," of the principal
                                   payments on the underlying Mortgage
                                   Assets or other assets of the trust
     fund.

Super Senior Class...................   A class that will not bear its          
                                      proportionate share of realized losses
                                       (other than excess losses) as its share
                                 is directed to another class (the
                                "Support Class") until the class
                                        certificate balance of the Support Class
                   is reduced to zero.

Support Class........................   A class that absorbs realized losses    
                                   other than excess losses that would
                                        otherwise be allocated to a Super Senior
                                  class after the related classes of
                                       subordinated certificates are no longer
            outstanding.

Targeted Principal Class or TACs.....   A class that is designed to receive     
                                        principal payments using a predetermined
                                     principal balance schedule derived by
                                     assuming a single constant prepayment
                                        rate for the underlying Mortgage Assets.

                                        Interest Types

Fixed Rate...........................   A class with an interest rate that is   
                                       fixed throughout the life of the class.

Floating Rate........................   A class with an interest rate that      
                                resets periodically based upon a
                                designated index and that varies
                                   directly with changes in the index.

Inverse Floating Rate................   A class with an interest rate that      
                                resets periodically based upon a
                                designated index and that varies
                                    inversely with changes in the index.

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                                      Interest Types

Variable Rate........................   A class with an interest rate that      
                                        resets periodically and is calculated by
                                 reference to the rate or rates of
                                       interest applicable to specified assets
                                        or instruments (e.g., the mortgage rates
                                        borne by the underlying mortgage loans).

Interest Only........................   A class that receives some or all of the
                                        interest payments made on the underlying
                                      Mortgage Assets or other assets of the
                                      trust fund and little or no principal.
                                   Interest only classes have either a
                                       nominal principal balance or a notional
                                   amount. A nominal principal balance
                                        represents actual principal that will be
                                       paid on the class. It is referred to as
                                   nominal since it is extremely small
                                     compared to other classes. A notional
                                        amount is the amount used as a reference
                                       to calculate the amount of interest due
                                     on an interest only class that is not
                                entitled to any distributions of
          principal.

Principal Only.......................   A class that does not bear interest and 
                           is entitled to receive only
                           distributions of principal.

Partial Accrual......................   A class that accretes a portion of the  
                                       amount of accrued interest on it, which
                                     amount will be added to the principal
                                       balance of the class on each applicable
                                        distribution date, with the remainder of
                                      the accrued interest to be distributed
                                       currently as interest on the class. The
                                        accretion may continue until a specified
                                       event has occurred or until the partial
                         accrual class is retired.

Accrual..............................   A class that accretes the amount of     
                                        accrued interest otherwise distributable
                                        on the class, which amount will be added
                                        as principal to the principal balance of
                            the class on each applicable
                                    distribution date. The accretion may
                                       continue until some specified event has
                                      occurred or until the accrual class is
        retired.

Indices Applicable to Floating Rate and Inverse Floating Rate Classes           

LIBOR                                                                           

         The applicable prospectus supplement may specify some other basis
for determining LIBOR, but if it does not, on the LIBOR determination date (as  
defined in the related prospectus supplement) for each class of certificates of 
a series for which the applicable interest rate is determined by reference to an
index denominated as LIBOR, the person designated in the related pooling and    
servicing agreement as the calculation agent will determine LIBOR in accordance 
with one of the two methods described below (which method will be specified in  
the related prospectus supplement):                                             

LIBO Method                                                                     

           If using this method to calculate LIBOR, the calculation agent will
determine LIBOR by reference to the quotations, as set forth on the Reuters     
Screen LIBO Page, offered by the principal London office of each of the         
designated reference banks meeting the criteria set forth in this prospectus for
making one-month United States dollar deposits in leading banks in the London   
Interbank market, as of 11:00 a.m. (London time) on the LIBOR determination     
date. In lieu of relying on the quotations for those reference banks that appear
at the time on the Reuters Screen LIBO Page, the calculation agent will request 
each of the reference banks to provide the offered quotations at the time.      

            Under this method LIBOR will be established by the calculation agent
on each LIBOR determination date as follows:                                    

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                (a) If on any LIBOR determination date two or more reference
     banks provide offered quotations, LIBOR for the next interest
  accrual period shall be the arithmetic mean of the offered
     quotations (rounded upwards if necessary to the nearest whole
multiple of 1/32%).                                     

                  (b) If on any LIBOR determination date only one or none of the
       reference banks provides offered quotations, LIBOR for the next
   interest accrual period shall be whichever is the higher of

                 o     LIBOR as determined on the previous LIBOR determination
date or                         

o     the reserve interest rate.            

       The reserve interest rate shall be the rate per annum which the
calculation agent determines to be either               

                  o     the arithmetic mean (rounded upwards if necessary to the
                        nearest whole multiple of 1/32%) of the one-month United
                    States dollar lending rates that New York City banks
                     selected by the calculation agent are quoting, on the
                   relevant LIBOR determination date, to the principal
                        London offices of at least two of the reference banks to
               which the quotations are, in the opinion of the
   calculation agent being so made, or

                  o     if the calculation agent cannot determine the arithmetic
                       mean, the lowest one-month United States dollar lending
              rate which New York City banks selected by the
                        calculation agent are quoting on the LIBOR determination
date to leading European banks. 

                (c) If on any LIBOR determination date for a class specified
      in the related prospectus supplement, the calculation agent is
            required but is unable to determine the reserve interest rate in the
           manner provided in paragraph (b) above, LIBOR for the next interest
          accrual period shall be LIBOR as determined on the preceding LIBOR
            determination date, or, in the case of the first LIBOR determination
          date, LIBOR shall be considered to be the per annum rate specified
as such in the related prospectus supplement.           

           Each reference bank shall be a leading bank engaged in transactions
in Eurodollar deposits in the international Eurocurrency market; shall not      
control, be controlled by, or be under common control with the calculation      
agent; and shall have an established place of business in London. If reference  
bank should be unwilling or unable to act as such or if appointment of a        
reference bank is terminated, another leading bank meeting the criteria         
specified above will be appointed.                                              

BBA Method                                                                      

        If using this method of determining LIBOR, the calculation agent
will determine LIBOR on the basis of the British Bankers' Association "Interest 
Settlement Rate" for one-month deposits in United States dollars as found on    
Telerate page 3750 as of 11:00 a.m. London time on each LIBOR determination     
date. Interest Settlement Rates currently are based on rates quoted by eight    
British Bankers' Association designated banks as being, in the view of the      
banks, the offered rate at which deposits are being quoted to prime banks in the
London interbank market. The Interest Settlement Rates are calculated by        
eliminating the two highest rates and the two lowest rates, averaging the four  
remaining rates, carrying the result (expressed as a percentage) out to six     
decimal places, and rounding to five decimal places.                            

           If on any LIBOR determination date, the calculation agent is unable
to calculate LIBOR in accordance with the method set forth in the immediately   
preceding paragraph, LIBOR for the next interest accrual period shall be        
calculated in accordance with the LIBOR method described under "LIBO Method."   

          The establishment of LIBOR on each LIBOR determination date by the
calculation agent and its calculation of the rate of interest for the applicable
classes for the related interest accrual period shall (in the absence of        
manifest error) be final and binding.                                           

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COFI                                                                            

          The Eleventh District Cost of Funds Index is designed to represent
the monthly weighted average cost of funds for savings institutions in Arizona, 
California and Nevada that are member institutions of the Eleventh Federal Home 
Loan Bank District (the "Eleventh District"). The Eleventh District Cost of     
Funds Index for a particular month reflects the interest costs paid on all types
of funds held by Eleventh District member institutions and is calculated by     
dividing the cost of funds by the average of the total amount of those funds    
outstanding at the end of that month and of the prior month and annualizing and 
adjusting the result to reflect the actual number of days in the particular     
month. If necessary, before these calculations are made, the component figures  
are adjusted by the Federal Home Loan Bank of San Francisco ("FHLBSF") to       
neutralize the effect of events such as member institutions leaving the Eleventh
District or acquiring institutions outside the Eleventh District. The Eleventh  
District Cost of Funds Index is weighted to reflect the relative amount of each 
type of funds held at the end of the relevant month. The major components of    
funds of Eleventh District member institutions are: savings deposits, time      
deposits, FHLBSF advances, repurchase agreements and all other borrowings.      
Because the component funds represent a variety of maturities whose costs may   
react in different ways to changing conditions, the Eleventh District Cost of   
Funds Index does not necessarily reflect current market rates.                  

           A number of factors affect the performance of the Eleventh District
Cost of Funds Index, which may cause it to move in a manner different from      
indices tied to specific interest rates, such as United States Treasury Bills or
LIBOR. Because the liabilities upon which the Eleventh District Cost of Funds   
Index is based were issued at various times under various market conditions and 
with various maturities, the Eleventh District Cost of Funds Index may not      
necessarily reflect the prevailing market interest rates on new liabilities of  
similar maturities. Moreover, as stated above, the Eleventh District Cost of    
Funds Index is designed to represent the average cost of funds for Eleventh     
District savings institutions for the month before the month in which it is due 
to be published. Additionally, the Eleventh District Cost of Funds Index may not
necessarily move in the same direction as market interest rates at all times,   
since as longer term deposits or borrowings mature and are renewed at prevailing
market interest rates, the Eleventh District Cost of Funds Index is influenced  
by the differential between the prior and the new rates on those deposits or    
borrowings. In addition, movements of the Eleventh District Cost of Funds Index,
as compared to other indices tied to specific interest rates, may be affected by
changes instituted by the FHLBSF in the method used to calculate the Eleventh   
District Cost of Funds Index.                                                   

         The FHLBSF publishes the Eleventh District Cost of Funds Index in
its monthly Information Bulletin. Any individual may request regular receipt by 
mail of Information Bulletins by writing the Federal Home Loan Bank of San      
Francisco, P.O. Box 7948, 600 California Street, San Francisco, California      
94120, or by calling (415) 616-1000. The Eleventh District Cost of Funds Index  
may also be obtained by calling the FHLBSF at (415) 616-2600.                   

           The FHLBSF has stated in its Information Bulletin that the Eleventh
District Cost of Funds Index for a month "will be announced on or near the last 
working day" of the following month and also has stated that it "cannot         
guarantee the announcement" of the index on an exact date. So long as the index 
for a month is announced on or before the tenth day of the second following     
month, the interest rate for each class of certificates of a series for which   
the applicable interest rate is determined by reference to an index denominated 
as COFI for the interest accrual period commencing in the second following month
will be based on the Eleventh District Cost of Funds Index for the second       
preceding month. If publication is delayed beyond the tenth day, the interest   
rate will be based on the Eleventh District Cost of Funds Index for the third   
preceding month.                                                                

         The applicable prospectus supplement may specify some other basis
for determining COFI, but if it does not, then if on the tenth day of the month 
in which any interest accrual period commences for a class of COFI certificates 
the most recently published Eleventh District Cost of Funds Index relates to a  
month before the third preceding month, the index for the current interest      
accrual period and for each succeeding interest accrual period will, except as  
described in the next to last sentence of this paragraph, be based on the       
National Monthly Median Cost of Funds Ratio to SAIF-Insured Institutions (the   
"National Cost of Funds Index") published by the Office of Thrift Supervision   
(the "OTS") for the third preceding month (or the fourth preceding month if the 
National Cost of Funds Index for the third preceding month has not been         
published on the tenth day of an interest accrual period). Information on the   
National Cost of Funds Index may be obtained by writing the OTS at 1700 G       
Street, N.W., Washington, D.C. 20552 or calling (202) 906-6677, and the current 
National Cost of Funds Index may be obtained by calling (202) 906-6988. If on   
the tenth day of the month in which an interest accrual period commences the    
most recently published National Cost of Funds Index relates to a month before  
the fourth preceding month, the                                                 

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applicable index for the interest accrual period and each succeeding interest   
accrual period will be based on LIBOR, as determined by the calculation agent in
accordance with the pooling and servicing agreement relating to the series of   
certificates. A change of index from the Eleventh District Cost of Funds Index  
to an alternative index will result in a change in the index level and could    
increase its volatility, particularly if LIBOR is the alternative index.        

  The establishment of COFI by the calculation agent and its
calculation of the rates of interest for the applicable classes for the related 
interest accrual period shall (in the absence of manifest error) be final and   
binding.                                                                        

Treasury Index                                                                  

         The applicable prospectus supplement may specify some other basis
for determining and defining the Treasury index, but if it does not, on the     
Treasury index determination date for each class of certificates of a series for
which the applicable interest rate is determined by reference to an index       
denominated as a Treasury index, the calculation agent will ascertain the       
Treasury index for Treasury securities of the maturity and for the period (or,  
if applicable, date) specified in the related prospectus supplement. The        
Treasury index for any period means the average of the yield for each business  
day during the specified period (and for any date means the yield for the date),
expressed as a per annum percentage rate, on U.S. Treasury securities adjusted  
to the "constant maturity" specified in the prospectus supplement or if no      
"constant maturity" is so specified, U.S. Treasury securities trading on the    
secondary market having the maturity specified in the prospectus supplement, in 
each case as published by the Federal Reserve Board in its Statistical Release  
No. H.15 (519). Statistical Release No. H.15 (519) is published on Monday or    
Tuesday of each week and may be obtained by writing or calling the Publications 
Department at the Board of Governors of the Federal Reserve System, 21st and C  
Streets, Washington, D.C. 20551 (202) 452-3244. If the calculation agent has not
yet received Statistical Release No. H.15 (519) for a week, then it will use the
Statistical Release from the preceding week.                                    

     Yields on U.S. Treasury securities at "constant maturity" are
derived from the U.S. Treasury's daily yield curve. This curve, which relates   
the yield on a security to its time to maturity, is based on the closing market 
bid yields on actively traded Treasury securities in the over-the-counter       
market. These market yields are calculated from composites of quotations        
reported by five leading U.S. Government securities dealers to the Federal      
Reserve Bank of New York. This method provides a yield for a given maturity even
if no security with that exact maturity is outstanding. If the Treasury index is
no longer published, a new index based upon comparable data and methodology will
be designated in accordance with the pooling and servicing agreement relating to
the particular series of certificates. The calculation agent's determination of 
the Treasury index, and its calculation of the rates of interest for the        
applicable classes for the related interest accrual period shall (in the absence
of manifest error) be final and binding.                                        

Prime Rate                                                                      

         The applicable prospectus supplement may specify some other basis
for determining and defining the prime rate, but if it does not, on the prime   
rate determination date for each class of certificates of a series for which the
applicable interest rate is determined by reference to an index denominated as  
the prime rate, the calculation agent will ascertain the prime rate for the     
related interest accrual period. The prime rate for an interest accrual period  
will be the "prime rate" as published in the "Money Rates" section of The Wall  
Street Journal on the related prime rate determination date, or if not so       
published, the "prime rate" as published in a newspaper of general circulation  
selected by the calculation agent in its sole discretion. If a prime rate range 
is given, then the average of the range will be used. If the prime rate is no   
longer published, a new index based upon comparable data and methodology will be
designated in accordance with the pooling and servicing agreement relating to   
the particular series of certificates. The calculation agent's determination of 
the prime rate and its calculation of the rates of interest for the related     
interest accrual period shall (in the absence of manifest error) be final and   
binding.                                                                        

Book-Entry Certificates                                                         

         If so specified in the related prospectus supplement, one or more
classes of the certificates of any series may be initially issued through the   
book-entry facilities of The Depository Trust Company. Each class of book-entry 
certificates of a series will be issued in one or more certificates which equal 
the aggregate initial Class Certificate Balance of each class and which will be 
held by a nominee of the depository. The applicable prospectus supplement       

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may specify other procedures for book-entry certificates, but if it does not,   
the following generally describes the procedures that will be applicable to any 
class of book-entry certificates.                                               

            Beneficial interests in the book-entry certificates of a series will
be held indirectly by investors through the book-entry facilities of the        
depository, as described in this prospectus. Accordingly, the depository or its 
nominee is expected to be the holder of record of the book-entry certificates.  
Except as described below, no person acquiring a beneficial interest in a       
book-entry certificate will be entitled to receive a physical certificate       
representing the certificate.                                                   

            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 that   
purpose. In turn, the financial intermediary's ownership of a book-entry        
certificate will be recorded on the records of the depository (or of a          
participating firm that acts as agent for the financial intermediary, whose     
interest will in true be recorded on the records of the depository, if the      
beneficial owner's financial intermediary is not a depository participant).     
Therefore, the beneficial owner must rely on the foregoing procedures to        
evidence its beneficial ownership of a book-entry certificate. Beneficial       
ownership of a book-entry certificate may only be transferred by compliance with
the procedures of the financial intermediaries and depository participants.     

            In accordance with its normal procedures, the depository is expected
to record the positions held by each depository participant in the book-entry   
certificates, whether held for its own account or as a nominee for another      
person. In general, beneficial ownership of book-entry certificates will be     
subject to the rules, regulations and procedures governing the depository and   
depository participants as in effect from time to time.                         

         Distributions on the book-entry certificates will be made on each
distribution date by the trustee to the depository. The depository will be      
responsible for crediting the amount of the payments to the accounts of the     
applicable depository participants in accordance with the depository's normal   
procedures. Each depository participant will be responsible for disbursing the  
payments to the beneficial owners of the book-entry certificates that it        
represents and to each financial intermediary for which it acts as agent. Each  
financial intermediary will be responsible for disbursing funds to the          
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 payments, since      
payments will be forwarded by the trustee to the depository or its nominee, as  
the case may be, as holder of record of the book-entry certificates. Because the
depository can act only 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 depository system, or otherwise take actions in       
respect of the book-entry certificates, may be limited due to the lack of       
physical certificates for the book-entry certificates. In addition, issuance of 
the book-entry certificates in book-entry form may reduce the liquidity of the  
certificates in the secondary market since some potential investors may be      
unwilling to purchase certificates for which they cannot obtain physical        
certificates.                                                                   

            Until definitive certificates are issued, it is anticipated that the
only "certificateholder" of the book-entry certificates will be the depository  
or its nominee. Beneficial owners of the book-entry certificates will not be    
certificateholders, as that term will be used in the pooling and servicing      
agreement relating to the series of certificates. Beneficial owners are only    
permitted to exercise the rights of certificateholders indirectly through       
financial intermediaries and the depository. Monthly and annual reports on the  
related trust fund provided to the depository or its nominee, as the case may   
be, as holder of record of the book-entry certificates, may be made available to
beneficial owners upon request, in accordance with the rules, regulations and   
procedures creating and affecting the depository, and to the financial          
intermediaries to whose depository accounts the book-entry certificates of the  
beneficial owners are credited.                                                 

          Until definitive certificates are issued, the depository will take
any action permitted to be taken by the holders of the book-entry certificates  
of a particular series under the related pooling and servicing agreement only at
the direction of one or more financial intermediaries to whose depository       
accounts the book-entry certificates are credited to the extent that the actions
are taken on behalf of financial intermediaries whose holdings include the      
book-entry certificates.                                                        

           The applicable prospectus supplement may describe when and for what
reasons definitive certificates may be issued, but if it does not, definitive   
certificates will be issued to beneficial owners of book-entry certificates, or 

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their nominees, rather than to the depository, only if the depository or the    
depositor advises the trustee in writing that the depository is no longer       
willing, qualified or able to discharge properly its responsibilities as nominee
and depository with respect to the book-entry certificates and the depositor or 
the trustee is unable to locate a qualified successor; the depositor, at its    
sole option, elects to terminate the book-entry system through the depository;  
or after the occurrence of an event of default, beneficial owners of            
certificates representing not less than 51% of the aggregate percentage         
interests evidenced by each class of certificates of the related series issued  
as book-entry certificates advise the trustee and the depository through the    
financial intermediaries in writing that the continuation of a book-entry system
through the depository (or a successor to it) is no longer in the best interests
of the beneficial owners.                                                       

           Upon the occurrence of any of the events described in the preceding
paragraph, the trustee will be required to notify all beneficial owners of the  
occurrence of the event and the availability of definitive certificates. Upon   
surrender by the depository of the global certificate or certificates           
representing the book-entry certificates and instructions for re-registration,  
the trustee will issue the definitive certificates, and thereafter the trustee  
will recognize the holders of the definitive certificates as certificateholders 
under the pooling and servicing agreement relating to the series of             
certificates.                                                                   

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Credit Enhancement

General                                                                         

       Credit enhancement may be provided for one or more classes of a
series of certificates or with respect to the Mortgage Assets in the related    
trust fund. Credit enhancement may be in the form of a limited financial        
guaranty policy issued by an entity named in the related prospectus supplement, 
the subordination of one or more classes of the certificates of the series, the 
establishment of one or more reserve funds, the use of a cross support feature, 
use of a mortgage pool insurance policy, bankruptcy bond, special hazard        
insurance policy, surety bond, letter of credit, guaranteed investment contract 
or other method of credit enhancement described in the related prospectus       
supplement, or any combination of them. Credit enhancement may not provide      
protection against all risks of loss or guarantee repayment of the entire       
principal balance of the certificates and interest on them. If losses occur     
which exceed the amount covered by credit enhancement or which are not covered  
by the credit enhancement, certificateholders will bear their allocable share of
any deficiencies.                                                               

Subordination                                                                   

           If so specified in the related prospectus supplement, the rights of
holders of one or more classes of subordinated certificates will be subordinate 
to the rights of holders of one or more other classes of senior certificates of 
the series to distributions of scheduled principal, principal prepayments,      
interest or any combination of them that otherwise would have been payable to   
holders of subordinated certificates under the circumstances and to the extent  
specified in the related prospectus supplement. If specified in the related     
prospectus supplement, delays in receipt of scheduled payments on the Mortgage  
Assets and losses with respect to the Mortgage Assets will be borne first by the
various classes of subordinated certificates and thereafter by the various      
classes of senior certificates, in each case under the circumstances and subject
to the limitations specified in the related prospectus supplement. The aggregate
distributions of delinquent payments on the Mortgage Assets over the lives of   
the certificates or at any time, the aggregate losses on Mortgage Assets which  
must be borne by the subordinated certificates by virtue of subordination and   
the amount of the distributions otherwise distributable to the subordinated     
certificateholders that will be distributable to senior certificateholders on   
any distribution date may be limited as specified in the related prospectus     
supplement. If aggregate distributions of delinquent payments on the Mortgage   
Assets or aggregate losses on the Mortgage Assets were to exceed the amount     
specified in the related prospectus supplement, senior certificateholders would 
experience losses on the certificates.                                          

          If specified in the related prospectus supplement, various classes
of senior certificates and subordinated certificates may themselves be          
subordinate in their right to receive certain distributions to other classes of 
senior and subordinated certificates, respectively, through a cross support     
mechanism or otherwise.                                                         

           As between classes of senior certificates and as between classes of
subordinated certificates, distributions may be allocated among the classes in  
the order of their scheduled final distribution dates, in accordance with a     
schedule or formula, in relation to the occurrence of events, or otherwise, in  
each case as specified in the related prospectus supplement. As between classes 
of subordinated certificates, payments to senior certificateholders on account  
of delinquencies or losses and payments to the reserve fund will be allocated as
specified in the related prospectus supplement.                                 

Mortgage Pool Insurance Policies                                                

       If specified in the related prospectus supplement relating to a
mortgage pool, a separate mortgage pool insurance policy will be obtained for   
the mortgage pool and issued by the insurer named in the prospectus supplement. 
Each mortgage pool insurance policy will, subject to policy limitations, cover  
loss from default in payment on mortgage loans in the mortgage pool in an amount
equal to a percentage specified in the prospectus supplement of the aggregate   
principal balance of the mortgage loans on the cut-off date that are not covered
as to their entire outstanding principal balances by primary mortgage insurance 
policies. As more fully described below, the servicer will present claims under 
the insurance to the pool insurer on behalf of itself, the trustee and the      
certificateholders. The mortgage pool insurance policies, however, are not      
blanket policies against loss, since claims under them may be made only for     
particular defaulted mortgage loans and only upon satisfaction of conditions    
precedent in the policy. The applicable prospectus supplement may specify that  
mortgage pool insurance will cover                                              

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the failure to pay or the denial of a claim under a primary mortgage insurance  
policy, but if it does not, the mortgage pool insurance policies will not cover 
losses due to a failure to pay or denial of a claim under a primary mortgage    
insurance policy.                                                               

            In general, each mortgage pool insurance policy will provide that no
claims may be validly presented unless                                          

         o     any required primary mortgage insurance policy is in effect
                 for the defaulted mortgage loan and a claim under it has been
submitted and settled;                      

         o     hazard insurance on the related mortgaged property has been
                kept in force and real estate taxes and other protection and
preservation expenses have been paid;       

        o     if there has been physical loss or damage to the mortgaged
            property, it has been restored to its physical condition
                  (reasonable wear and tear excepted) at the time of issuance of
the policy; and                             

         o     the insured has acquired good and merchantable title to the
             mortgaged property free and clear of liens except certain
permitted encumbrances.                     

         Upon satisfaction of these conditions, the pool insurer will have
the option either to purchase the mortgaged property at a price equal to the    
principal balance of the related mortgage loan plus accrued and unpaid interest 
at the mortgage rate to the date of the purchase and certain expenses incurred  
by the servicer on behalf of the trustee and certificateholders or to pay the   
amount by which the sum of the principal balance of the defaulted mortgage loan 
plus accrued and unpaid interest at the mortgage rate to the date of payment of 
the claim and the aforementioned expenses exceeds the proceeds received from an 
approved sale of the mortgaged property, in either case net of certain amounts  
paid or assumed to have been paid under the related primary mortgage insurance  
policy. If any mortgaged property is damaged, and proceeds, if any, from the    
related hazard insurance policy or a special hazard insurance policy or policies
maintained for a series are insufficient to restore the damaged property to a   
condition sufficient to permit recovery under the mortgage pool insurance       
policy, the servicer will not be required to expend its own funds to restore the
damaged property unless it determines that the restoration will increase the    
proceeds to certificateholders on liquidation of the mortgage loan after        
reimbursement of the servicer for its expenses and the expenses will be         
recoverable by it through proceeds of the sale of the mortgaged property or     
proceeds of the related mortgage pool insurance policy or any related primary   
mortgage insurance policy.                                                      

           The applicable prospectus supplement may specify that mortgage pool
insurance will cover various origination and servicing defaults, but if it does 
not, then no mortgage pool insurance policy will insure (and many primary       
mortgage insurance policies do not insure) against loss sustained from a default
arising from, among other things, fraud or negligence in the origination or     
servicing of a mortgage loan, including misrepresentation by the mortgagor, the 
originator or persons involved in its origination, or failure to construct a    
mortgaged property in accordance with plans and specifications. A failure of    
coverage for one of these reasons will not ordinarily result in a breach of the 
seller's representations and, in that case, will not result in an obligation on 
the part of the seller to cure or repurchase the defaulted mortgage loan. No    
mortgage pool insurance policy will cover (and many primary mortgage insurance  
policies do not cover) a claim with respect to a defaulted mortgage loan        
occurring when the servicer of the mortgage loan, at the time of default or     
thereafter, was not approved by the applicable insurer.                         

          The original amount of coverage under each mortgage pool insurance
policy will be maintained to the extent provided in the related prospectus      
supplement and may be reduced over the life of the related certificates by the  
aggregate dollar amount of claims paid less the aggregate of the net amounts    
realized by the pool insurer upon disposition of all foreclosed properties. The 
applicable prospectus supplement may provide that the claims paid will be net of
servicer expenses and accrued interest, but if it does not, then the amount of  
claims paid will include certain expenses incurred by the servicer as well as   
accrued interest on delinquent mortgage loans to the date of payment of the     
claim. Accordingly, if aggregate net claims paid under any mortgage pool        
insurance policy reach the original policy limit, coverage under that mortgage  
pool insurance policy will be exhausted and any further losses will be borne by 
the certificateholders.                                                         

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Special Hazard Insurance Policies                                               

     If specified in the related prospectus supplement, a separate
special hazard insurance policy will be obtained for the mortgage pool and will 
be issued by the insurer named in the prospectus supplement. Each special hazard
insurance policy will, subject to policy limitations, protect holders of the    
related certificates from loss caused by the application of the coinsurance     
clause contained in hazard insurance policies and loss from damage to mortgaged 
properties caused by certain hazards not insured against under the standard form
of hazard insurance policy in the states where the mortgaged properties are     
located or under a flood insurance policy if the mortgaged property is located  
in a federally designated flood area. Some of the losses covered include        
earthquakes and, to a limited extent, tidal waves and related water damage or as
otherwise specified in the related prospectus supplement. See "The Pooling and  
Servicing Agreement--Hazard Insurance." No special hazard insurance policy will 
cover losses from fraud or conversion by the trustee or servicer, war,          
insurrection, civil war, certain governmental action, errors in design, faulty  
workmanship or materials (except under certain circumstances), nuclear or       
chemical reaction, flood (if the mortgaged property is located in a federally   
designated flood area), nuclear or chemical contamination and certain other     
risks. The amount of coverage under any special hazard insurance policy will be 
specified in the related prospectus supplement. Each special hazard insurance   
policy will provide that no claim may be paid unless hazard and, if applicable, 
flood insurance on the property securing the mortgage loan have been kept in    
force and other protection and preservation expenses have been paid.            

          The applicable prospectus supplement may provide for other payment
coverage, but if it does not, then, subject to these limitations, each special  
hazard insurance policy will provide that where there has been damage to        
property securing a foreclosed mortgage loan (title to which has been acquired  
by the insured) and to the extent the damage is not covered by the hazard       
insurance policy or flood insurance policy, if any, maintained by the mortgagor 
or the servicer, the special hazard insurer will pay the lesser of the cost of  
repair or replacement of the property or, upon transfer of the property to the  
special hazard insurer, the unpaid principal balance of the mortgage loan at the
time of acquisition of the property by foreclosure or deed in lieu of           
foreclosure, plus accrued interest to the date of claim settlement and certain  
expenses incurred by the servicer with respect to the property. If the unpaid   
principal balance of a mortgage loan plus accrued interest and certain expenses 
is paid by the special hazard insurer, the amount of further coverage under the 
related special hazard insurance policy will be reduced by that amount less any 
net proceeds from the sale of the property. Any amount paid to repair the       
property will further reduce coverage by that amount. So long as a mortgage pool
insurance policy remains in effect, the payment by the special hazard insurer of
the cost of repair or of the unpaid principal balance of the related mortgage   
loan plus accrued interest and certain expenses will not affect the total       
insurance proceeds paid to certificateholders, but will affect the relative     
amounts of coverage remaining under the related special hazard insurance policy 
and mortgage pool insurance policy.                                             

          To the extent specified in the prospectus supplement, the servicer
may deposit cash, an irrevocable letter of credit, or any other instrument      
acceptable to each nationally recognized rating agency rating the certificates  
of the related series at the request of the depositor in a special trust account
to provide protection in lieu of or in addition to that provided by a special   
hazard insurance policy. The amount of any special hazard insurance policy or of
the deposit to the special trust account relating to the certificates may be    
reduced so long as the reduction will not result in a downgrading of the rating 
of the certificates by a rating agency rating certificates at the request of the
depositor.                                                                      

Bankruptcy Bonds                                                                

            If specified in the related prospectus supplement, a bankruptcy bond
to cover losses resulting from proceedings under the federal Bankruptcy Code    
with respect to a mortgage loan will be issued by an insurer named in the       
prospectus supplement. Each bankruptcy bond will cover, to the extent specified 
in the related prospectus supplement, certain losses resulting from a reduction 
by a bankruptcy court of scheduled payments of principal and interest on a      
mortgage loan or a reduction by the court of the principal amount of a mortgage 
loan and will cover certain unpaid interest on the amount of a principal        
reduction from the date of the filing of a bankruptcy petition. The required    
amount of coverage under each bankruptcy bond will be set forth in the related  
prospectus supplement. Coverage under a bankruptcy bond may be cancelled or     
reduced by the servicer if the cancellation or reduction would not adversely    
affect the then current rating or ratings of the related certificates. See      
"Certain Legal Aspects of the Mortgage Loans--Anti-Deficiency Legislation and   
Other Limitations on Lenders."                                                  

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          To the extent specified in the prospectus supplement, the servicer
may deposit cash, an irrevocable letter of credit or any other instrument       
acceptable to each nationally recognized rating agency rating the certificates  
of the related series at the request of the depositor in a special trust account
to provide protection in lieu of or in addition to that provided by a bankruptcy
bond. The amount of any bankruptcy bond or of the deposit to the special trust  
account relating to the certificates may be reduced so long as the reduction    
will not result in a downgrading of the rating of the certificates by a rating  
agency rating certificates at the request of the depositor.                     

Reserve Fund                                                                    

            If so specified in the related prospectus supplement, credit support
with respect to a series of certificates may be provided by one or more reserve 
funds held by the trustee, in trust, for the series of certificates. The related
prospectus supplement will specify whether or not a reserve fund will be        
included in the trust fund for a series.                                        

          The reserve fund for a series will be funded by a deposit of cash,
U.S. Treasury securities or instruments evidencing ownership of principal or    
interest payments on U.S. Treasury securities, letters of credit, demand notes, 
certificates of deposit, or a combination of them in an aggregate amount        
specified in the related prospectus supplement; by the deposit from time to time
of amounts specified in the related prospectus supplement to which the          
subordinated certificateholders, if any, would otherwise be entitled; or in any 
other manner specified in the related prospectus supplement.                    

          Any amounts on deposit in the reserve fund and the proceeds of any
other instrument deposited in it upon maturity will be held in cash or will be  
invested in permitted investments. The applicable prospectus supplement may     
specify a different definition of permitted investments, but if it does not,    
then permitted investments will include obligations of the United States and    
specified agencies of the United States, certificates of deposit, specified     
commercial paper, time deposits and bankers acceptances sold by eligible        
commercial banks, and specified repurchase agreements for United States         
government securities with eligible commercial banks. If a letter of credit is  
deposited with the trustee, the letter of credit will be irrevocable. Generally,
any deposited instrument will name the trustee, in its capacity as trustee for  
the certificateholders, as beneficiary and will be issued by an entity          
acceptable to each rating agency that rates the certificates at the request of  
the depositor. Additional information about the instruments deposited in the    
reserve funds will be set forth in the related prospectus supplement.           

         Any amounts so deposited and payments on instruments so deposited
will be available for withdrawal from the reserve fund for distribution to the  
certificateholders for the purposes, in the manner and at the times specified in
the related prospectus supplement.                                              

Cross Support                                                                   

         If specified in the related prospectus supplement, the beneficial
ownership of separate groups of assets included in a trust fund may be evidenced
by separate classes of the related series of certificates. In that case, credit 
support may be provided by a cross support feature that requires that           
distributions be made on certificates evidencing a beneficial ownership interest
in other asset groups within the same trust fund. The related prospectus        
supplement for a series that includes a cross support feature will describe the 
manner and conditions for applying the cross support feature.                   

       If specified in the related prospectus supplement, the coverage
provided by one or more forms of credit support may apply concurrently to two or
more related trust funds. If applicable, the related prospectus supplement will 
identify the trust funds to which the credit support relates and the manner of  
determining the amount of the coverage provided by it and of the application of 
the coverage to the identified trust funds.                                     

Insurance Policies, Surety Bonds and Guaranties                                 

   If so provided in the prospectus supplement for a series of
certificates, deficiencies in amounts otherwise payable on the certificates or  
certain of their classes will be covered by insurance policies or surety bonds  
provided by one or more insurance companies or sureties. These instruments may  
cover timely distributions of interest or full distributions of principal or    
both on the basis of a schedule of principal distributions set forth in or      
determined in the manner specified in the related prospectus supplement. In     
addition, if specified in the related prospectus supplement, a trust fund may   
also include bankruptcy bonds, special hazard insurance policies, other         
insurance or guaranties for                                                     

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the purpose of maintaining timely payments or providing additional protection   
against losses on the assets included in the trust fund, paying administrative  
expenses, or establishing a minimum reinvestment rate on the payments made on   
the assets or principal payment rate on the assets. These arrangements may      
include agreements under which certificateholders are entitled to receive       
amounts deposited in various accounts held by the trustee on the terms specified
in the prospectus supplement.                                                   

Over-Collateralization                                                          

   If so provided in the prospectus supplement for a series of
certificates, a portion of the interest payment on each Loan may be applied as  
an additional distribution of principal to reduce the principal balance of a    
particular class or classes of certificates and, thus, accelerate the rate of   
payment of principal on the class or classes of certificates. Reducing the      
principal balance of the certificates without a corresponding reduction in the  
principal balance of the underlying Mortgage Assets will result in              
over-collateralization.                                                         

Financial Instruments                                                           

         If specified in the related prospectus supplement, the trust fund
may include one or more interest rate or currency swap arrangements or similar  
financial instruments that are used to alter the payment characteristics of the 
mortgage loans or the securities issued by the trust fund and whose primary     
purpose is not to provide credit enhancement related to the assets in the trust 
fund or the securities issued by the trust fund. The primary purpose of a       
currency swap arrangement will be to convert payments to be made on the mortgage
loans or the securities issued by the trust fund from one currency into another 
currency, and the primary purpose of an interest rate swap arrangement or other 
financial instrument will be one or more of the following:                      

o     convert the payments on some or all of the mortgage loans from fixed to   
     floating payments, or from floating to fixed, or from floating based on a
     particular interest rate index to floating based on another interest rate
index;                                                              

o     provide payments in the event that any interest rate index related to the 
  loans or the securities issued by the trust rises above or falls below
specified levels; or                                                

o     provide protection against interest rate changes, certain types of losses,
     including reduced market values, or the payment shortfalls to one or more
classes of the related series..                                     

        If a trust fund includes financial instruments of this type, the
instruments may be structured to be exempt from the registration requirements of
the Securities Act. If applicable, a copy of any instrument for a series will be
filed with the SEC as an exhibit to a Current Report on Form 8-K to be filed    
with the SEC after the issuance of the securities of the related series.        

 Yield and Prepayment Considerations

The yields to maturity and weighted average lives of the
certificates will be affected primarily by the amount and timing of principal   
payments received on or in respect of the Mortgage Assets included in the       
related trust fund. The original terms to maturity of the underlying mortgage   
loans of the Mortgage Assets in a given mortgage pool will vary depending upon  
the type of mortgage loans included in it, and each prospectus supplement will  
contain information about the type and maturities of the mortgage loans. The    
applicable prospectus supplement may indicate that some mortgage loans provide  
for prepayment charges, but if it does not, then the mortgage loans may be      
prepaid without penalty in full or in part at any time. The prepayment          
experience on the underlying mortgage loans of the Mortgage Assets will affect  
the life of the related series of certificates.                                 

            A number of factors may affect the prepayment experience of mortgage
loans, including homeowner mobility, economic conditions, the presence and      
enforceability of due-on-sale clauses, mortgage market interest rates and the   
availability of mortgage funds.                                                 

   The applicable prospectus supplement may indicate that some
conventional mortgage loans do not have due-on-sale provisions, but if it does  
not, then all conventional mortgage loans will contain due-on-sale provisions   

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permitting the mortgagee to accelerate the maturity of the loan upon sale or    
specified transfers by the mortgagor of the underlying mortgaged property.      
Mortgage loans insured by the FHA and mortgage loans partially guaranteed by the
VA are assumable with the consent of the FHA and the VA, respectively. Thus, the
rate of prepayments on those mortgage loans may be lower than that on           
conventional mortgage loans bearing comparable interest rates. The servicer     
generally will enforce any due-on-sale or due-on-encumbrance clause, to the     
extent it has knowledge of the conveyance or further encumbrance or the proposed
conveyance or proposed further encumbrance of the mortgaged property and        
reasonably believes that it is entitled to do so under applicable law. However, 
the servicer will not take any enforcement action that would impair or threaten 
to impair any recovery under any related insurance policy. See "The Pooling and 
Servicing Agreement--Collection Procedures" and "Certain Legal Aspects of the   
Mortgage Loans" for a description of certain provisions of each pooling and     
servicing agreement and certain legal developments that may affect the          
prepayment experience on the mortgage loans.                                    

  The rate of prepayments of conventional mortgage loans has
fluctuated significantly in recent years. In general, if prevailing rates fall  
significantly below the mortgage rates borne by the mortgage loans, the mortgage
loans are likely to be subject to higher prepayment rates than if prevailing    
interest rates remain at or above those mortgage rates. Conversely, if          
prevailing interest rates rise appreciably above the mortgage rates borne by the
mortgage loans, the mortgage loans are likely to experience a lower prepayment  
rate than if prevailing rates remain at or below those mortgage rates. However, 
there can be no assurance that this will be the case.                           

           When a full prepayment is made on a mortgage loan, the mortgagor is
charged interest on the principal amount of the mortgage loan prepaid only for  
the number of days in the month actually elapsed up to the date of the          
prepayment rather than for a full month. Thus, in most instances, the effect of 
prepayments in full will be to reduce the amount of interest passed through in  
the following month to certificateholders. Partial prepayments in a given month 
may be applied to the outstanding principal balances of the mortgage loans so   
prepaid in the month of receipt or the month following receipt. In the latter   
case, partial prepayments will not reduce the amount of interest passed through 
in the month.                                                                   

           Interest payable on the certificates on any given distribution date
will include all interest accrued during their related interest accrual period. 
The interest accrual period for the certificates of each series will be         
specified in the applicable prospectus supplement. If the interest accrual      
period ends two or more days before the related distribution date, your         
effective yield will be less than it would be if the interest accrual period    
ended the day before the distribution date, and your effective yield at par     
would be less than the indicated coupon rate.                                   

         Under specified circumstances, the servicer or the holders of the
residual interests in a REMIC may have the option to purchase the assets of a   
trust fund thereby effecting earlier retirement of the related series of        
certificates. See "The Pooling and Servicing Agreement--Termination; Optional   
Termination."                                                                   

         Factors other than those identified in this prospectus and in the
related prospectus supplement could significantly affect principal prepayments  
at any time and over the lives of the certificates. The relative contribution of
the various factors affecting prepayment may also vary from time to time. There 
can be no assurance as to the rate of payment of principal of the Mortgage      
Assets at any time or over the lives of the certificates.                       

           The prospectus supplement relating to a series of certificates will
discuss in greater detail the effect of the rate and timing of principal        
payments (including principal prepayments), delinquencies and losses on the     
yield, weighted average lives and maturities of the certificates.               

Prepayment Standards or Models                          

     Prepayments on loans can be measured relative to a prepayment
standard or model. The prospectus supplement for a series of certificates will  
describe the prepayment standard or model, if any, used and may contain tables  
setting forth the projected weighted average life of each class of certificates 
of that series and the percentage of the original principal amount of each class
of certificates of that series that would be outstanding on specified           
distribution dates for that series based on the assumptions stated in the       
prospectus supplement, including assumptions that prepayments on the loans or   
underlying loans, as applicable, included in the related trust fund are made at 
rates corresponding to various percentages of the prepayment standard or model  
specified in the prospectus supplement.                                         

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           We can give no assurance that prepayment of the loans or underlying
loans, as applicable, included in the related trust fund will conform to any    
level of any prepayment standard or model specified in the related prospectus   
supplement. The rate of principal prepayments on pools of loans is influenced by
a variety of economic, demographic, geographic, legal, tax, social and other    
factors.                                                                        

Yield                                                   

            The yield to an investor who purchases certificates in the secondary
market at a price other than par will vary from the anticipated yield if the    
rate of prepayment on the loans is actually different than the rate anticipated 
by the investor at the time the certificates were purchased.                    

           The prospectus supplement relating to a series of certificates will
discuss in greater detail the effect of the rate and timing of principal        
payments (including prepayments), delinquencies and losses on the yield,        
weighted average lives and maturities of the certificates.                      

 The Pooling and Servicing Agreement

       The following is a discussion of the material provisions of the
pooling and servicing agreement which are not described elsewhere in this       
prospectus. Where particular provisions or terms used in the pooling and        
servicing agreement are referred to, the provisions or terms are as specified in
the related pooling and servicing agreement.                                    

Assignment of Mortgage Assets                                                   

        Assignment of the Mortgage Loans. At the time of issuance of the
certificates of a series, the depositor will cause the mortgage loans comprising
the related trust fund to be assigned to the trustee, together with all         
principal and interest received by or on behalf of the depositor on or with     
respect to the mortgage loans after the cut-off date, other than principal and  
interest due on or before the cut-off date and other than any retained interest 
specified in the related prospectus supplement. The trustee will, concurrently  
with the assignment, deliver the certificates to the depositor in exchange for  
the mortgage loans. Each mortgage loan will be identified in a schedule         
appearing as an exhibit to the related pooling and servicing agreement. The     
schedule will include information as to the outstanding principal balance of    
each mortgage loan after application of payments due on the cut-off date, as    
well as information regarding the mortgage rate, the current scheduled monthly  
payment of principal and interest, the maturity of the loan, the Loan-to-Value  
Ratio at origination and other specified information.                           

           In addition, the depositor will deliver or cause to be delivered to
the trustee (or to the custodian) for each mortgage loan                        

            o     the mortgage note endorsed without recourse in blank or to the
                  order of the trustee, except that the depositor may deliver or
              cause to be delivered a lost note affidavit in lieu of any
original mortgage note that has been lost,  

    o     the mortgage, deed of trust or similar instrument with
                  evidence of recording indicated on it (except for any mortgage
                not returned from the public recording office, in which case
                 the depositor will deliver or cause to be delivered a copy of
                 the mortgage together with a certificate that the original of
              the mortgage was delivered to the recording office or some
other arrangement will be provided for),    

        o     an assignment of the mortgage to the trustee in recordable
form and                                    

   o     any other security documents specified in the related
              prospectus supplement or the related pooling and servicing
agreement.                                  

The applicable prospectus supplement may provide other arrangements for assuring
the priority of the assignments, but if it does not, then the depositor will    
promptly cause the assignments of the related loans to be recorded in the       
appropriate public office for real property records, except in states in which  
in the opinion of counsel recording is not required to protect the trustee's    
interest in the loans against the claim of any subsequent transferee or any     
successor to or creditor of the depositor or the originator of the loans.       

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          With respect to any mortgage loans that are cooperative loans, the
depositor will cause to be delivered to the trustee                             

    o     the related original cooperative note endorsed without
                recourse in blank or to the order of the trustee (or, to the
         extent the related pooling and servicing agreement so
provides, a lost note affidavit),           

o     the original security agreement,                  

o     the proprietary lease or occupancy agreement,     

o     the recognition agreement,                        

o     an executed financing agreement and               

            o     the relevant stock certificate, related blank stock powers and
          any other document specified in the related prospectus
supplement.                                 

         The depositor will cause to be filed in the appropriate office an
assignment and a financing statement evidencing the trustee's security interest 
in each cooperative loan.                                                       

    The trustee (or the custodian) will review the mortgage loan
documents within the time period specified in the related prospectus supplement 
after receipt of them, and the trustee will hold the documents in trust for the 
benefit of the certificateholders. Generally, if the document is found to be    
missing or defective in any material respect, the trustee (or the custodian)    
will notify the servicer and the depositor, and the servicer will notify the    
seller. If the seller cannot cure the omission or defect within the time period 
specified in the related prospectus supplement after receipt of the notice and  
the omission or defect materially and adversely affects the interests of the    
certificateholders in the related mortgage loan, the seller will be obligated to
purchase the related mortgage loan from the trustee at the purchase price or, if
so specified in the related prospectus supplement, replace the mortgage loan    
with another mortgage loan that meets specified requirements. There can be no   
assurance that a seller will fulfill this purchase obligation. Although the     
servicer may be obligated to enforce the obligation to the extent described     
under "Mortgage Loan Program--Representations by Sellers; Repurchases," neither 
the servicer nor the depositor will be obligated to purchase the mortgage loan  
if the seller defaults on its purchase obligation, unless the breach also       
constitutes a breach of the representations or warranties of the servicer or the
depositor. The applicable prospectus supplement may provide other remedies but  
if it does not, then this purchase obligation constitutes the sole remedy       
available to the certificateholders or the trustee for omission of, or a        
material defect in, a constituent document.                                     

           The trustee will be authorized to appoint a custodian pursuant to a
custodial agreement to maintain possession of and, if applicable, to review the 
documents relating to the mortgage loans as agent of the trustee.               

       Notwithstanding these provisions, unless the related prospectus
supplement otherwise provides, no mortgage loan will be purchased from a trust  
fund for which a REMIC election is to be made if the purchase would result in a 
prohibited transaction tax under the Code.                                      

           Although the depositor has expressed in the Agreement its intent to
treat the conveyance of the loans as a sale, the depositor will also grant to   
the trustee (or trust, in the case of a series with both notes and certificates)
a security interest in the loans. This security interest is intended to protect 
the interests of the certificateholders if a bankruptcy court were to           
characterize the depositor's transfer of the loans as a borrowing by the        
depositor secured by a pledge of the loans as described under "Risk Factors -   
Bankruptcy or Insolvency May Affect the Timing and Amount of Distributions on   
the Certificates." In the event that a bankruptcy court were to characterize the
transaction as a borrowing by the depositor, that borrowing would be secured by 
the loans in which the depositor granted a security interest to the trustee. The
depositor has agreed to take those actions that are necessary to maintain the   
security interest granted to the trustee as a first priority, perfected security
interest in the loans, including the filing of Uniform Commercial Code financing
statements, if necessary.                                                       

            Assignment of Agency Securities. The depositor will cause the Agency
Securities to be registered in the name of the trustee or its nominee, and the  
trustee concurrently will execute, countersign and deliver the certificates.    

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Each Agency Security will be identified in a schedule appearing as an exhibit to
the pooling and servicing agreement, which will specify as to each Agency       
Security the original principal amount and outstanding principal balance as of  
the cut-off date, the annual pass-through rate and the maturity date.           

            Assignment of Private Mortgage-Backed Securities. The depositor will
cause the Private Mortgage-Backed Securities to be registered in the name of the
trustee. The trustee (or the custodian) will have possession of any certificated
Private Mortgage-Backed Securities. Generally, the trustee will not be in       
possession of or be assignee of record of any underlying assets for a Private   
Mortgage-Backed Security. See "The Trust Fund--Private Mortgage-Backed          
Securities." Each Private Mortgage-Backed Security will be identified in a      
schedule appearing as an exhibit to the related pooling and servicing agreement 
which will specify the original principal amount, outstanding principal balance 
as of the cut-off date, annual pass-through rate or interest rate and maturity  
date and other specified pertinent information for each Private Mortgage-Backed 
Security conveyed to the trustee.                                               

Payments on Mortgage Assets; Deposits to Certificate Account                    

           The servicer will establish and maintain or cause to be established
and maintained for the related trust fund a separate account or accounts for the
collection of payments on the related Mortgage Assets in the trust fund (the    
"Certificate Account"). The applicable prospectus supplement may provide for    
other requirements for the Certificate Account, but if it does not, then the    
Certificate Account must be one of the following:                               

     o     maintained with a depository institution the short-term
                unsecured debt obligations of which are rated in the highest
           short-term rating category by the nationally recognized
           statistical rating organizations that rated one or more
                classes of the related series of certificates at the request
                of the depositor, or in the case of a depository institution
              that is the principal subsidiary of a holding company, the
             short-term debt obligations of the holding company are so
rated,                                      

         o     an account or accounts the deposits in which are insured by
                 the FDIC or SAIF to the limits established by the FDIC or the
           SAIF, and the uninsured deposits in which are otherwise
               secured so that, as evidenced by an opinion of counsel, the
                certificateholders have a claim with respect to the funds in
                  the Certificate Account or a perfected first priority security
              interest against any collateral securing the funds that is
             superior to the claims of any other depositors or general
          creditors of the depository institution with which the
Certificate Account is maintained,          

   o     a trust account or accounts maintained with the trust
           department of a federal or a state chartered depository
                institution or trust company, acting in a fiduciary capacity
or                                          

        o     an account or accounts otherwise acceptable to each rating
                  agency that rated one or more classes of the related series of
 certificates at the request of the depositor.

            The collateral eligible to secure amounts in the Certificate Account
is limited to defined permitted investments. A Certificate Account may be       
maintained as an interest bearing account or the funds held in it may be        
invested pending each succeeding distribution date in defined permitted         
investments. To the extent provided in the related prospectus supplement, the   
servicer or its designee will be entitled to receive the interest or other      
income earned on funds in the Certificate Account as additional compensation and
will be obligated to deposit in the Certificate Account the amount of any loss  
immediately as realized. The Certificate Account may be maintained with the     
servicer or with a depository institution that is an affiliate of the servicer, 
provided it meets the standards set forth above.                                

 The servicer will deposit or cause to be deposited in the
Certificate Account for each trust fund on a daily basis, to the extent         
applicable and unless the related pooling and servicing agreement provides for a
different deposit arrangement, the following payments and collections received  
or advances made by or on behalf of it after the cut-off date (other than       
payments due on or before the cut-off date and exclusive of any amounts         
representing any retained interest specified in the related prospectus          
supplement):                                                                    

       o     all payments on account of principal, including principal
           prepayments and, if specified in the related prospectus
          supplement, prepayment charges, on the mortgage loans;

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

           o     all proceeds (net of unreimbursed payments of property taxes,
             insurance premiums and similar items ("Insured Expenses")
                 incurred, and unreimbursed advances made, by the servicer) of
          the hazard insurance policies and any primary mortgage
                  insurance policies, to the extent the proceeds are not applied
         to the restoration of the property or released to the
                mortgagor in accordance with the servicer's normal servicing
              procedures and all other cash amounts (net of unreimbursed
       expenses incurred in connection with liquidation or
               foreclosure and unreimbursed advances, if any) received and
            retained in connection with the liquidation of defaulted
                  mortgage loans, by foreclosure or otherwise, together with any
                net proceeds received on a monthly basis with respect to any
              properties acquired on behalf of the certificateholders by
foreclosure or deed in lieu of foreclosure; 

      o     all proceeds of any mortgage loan or property in respect
                  thereof purchased by the servicer, the depositor or any seller
                 as described under "Mortgage Loan Program--Representations by
       Sellers; Repurchases" or "The Pooling and Servicing
           Agreement--Assignment of Mortgage Assets" above and all
                proceeds of any mortgage loan repurchased as described under
               "The Pooling and Servicing Agreement--Termination; Optional
Termination";                               

      o     all payments required to be deposited in the Certificate
                Account with respect to any deductible clause in any blanket
          insurance policy described under "--Hazard Insurance";

    o     any amount required to be deposited by the servicer in
                  connection with losses realized on investments for the benefit
                 of the servicer of funds held in the Certificate Account and,
                 to the extent specified in the related prospectus supplement,
                  any payments required to be made by the servicer in connection
with prepayment interest shortfalls; and    

           o     all other amounts required to be deposited in the Certificate
            Account pursuant to the pooling and servicing agreement.

            The servicer (or the depositor, as applicable) may from time to time
direct the institution that maintains the Certificate Account to withdraw funds 
from the Certificate Account for the following purposes:                        

        o     to pay to the servicer the servicing fees described in the
                 related prospectus supplement, the servicing fees (subject to
                  reduction) and, as additional servicing compensation, earnings
                on or investment income with respect to funds in the amounts
in the Certificate Account credited thereto;

  o     to reimburse the servicer for advances, the right of
                 reimbursement with respect to any mortgage loan being limited
                  to amounts received that represent late recoveries of payments
                of principal and interest on the mortgage loan (or insurance
                 proceeds or liquidation proceeds from the mortgage loan) with
respect to which the advance was made;      

        o     to reimburse the servicer for any advances previously made
          that the servicer has determined to be nonrecoverable;

           o     to reimburse the servicer from insurance proceeds not used to
                  restore the property for expenses incurred by the servicer and
covered by the related insurance policies;  

            o     to reimburse the servicer for (a) unpaid master servicing fees
                 and unreimbursed out-of-pocket costs and expenses incurred by
                 the servicer in the performance of its servicing obligations,
                the right of reimbursement being limited to amounts received
              representing late recoveries of the payments for which the
            advances were made and (b) unreimbursed out-of-costs and
                expenses incurred for which the advances are not recoverable
from the borrower under applicable law;     

           o     to pay to the servicer, with respect to each mortgage loan or
                property acquired in respect thereof that has been purchased
         by the servicer pursuant to the pooling and servicing
              agreement, all amounts received on them and not taken into
       account in determining the principal balance of the
repurchased mortgage loan;                  

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     o     to reimburse the servicer or the depositor for expenses
         incurred and reimbursable pursuant to the pooling and
servicing agreement;                        

         o     to withdraw any amount deposited in the Certificate Account
    that was not required to be deposited in it; and

 o     to clear and terminate the Certificate Account upon
       termination of the pooling and servicing agreement.

       In addition, the pooling and servicing agreement will generally
provide that on or before the business day preceding each distribution date, the
servicer shall withdraw from the Certificate Account the amount of Available    
Funds, to the extent on deposit, for deposit in an account maintained by the    
trustee for the related series of certificates.                                 

        Unless otherwise specified in the related prospectus supplement,
aside from the annual compliance review and servicing criteria assessment and   
accompanying accountants' attestation, there is no independent verification of  
the transaction accounts or the transaction activity. The servicer is required  
to provide an annual certification to the effect that the servicer has fulfilled
its obligations under the related Agreement throughout the preceding year, as   
well as an annual assessment and an accompanying accountants' attestation as to 
its compliance with applicable servicing criteria. See " - Evidence as to       
Compliance."                                                                    

Collection Procedures                                                           

         The servicer will make reasonable efforts to collect all payments
called for under the mortgage loans and will, consistent with each pooling and  
servicing agreement and any mortgage pool insurance policy, primary mortgage    
insurance policy, FHA insurance, VA guaranty and bankruptcy bond or alternative 
arrangements, follow the collection procedures it customarily follows for       
mortgage loans that are comparable to the mortgage loans.                       

          Consistent with the above and pursuant to the authority granted to
the master in the pooling and servicing agreement, the servicer may, in its     
discretion, waive any assumption fee, late payment or other charge in connection
with a mortgage loan and arrange with a mortgagor a schedule for the liquidation
of delinquencies to the extent not inconsistent with the coverage of the        
mortgage loan by a mortgage pool insurance policy, primary mortgage insurance   
policy, FHA insurance, VA guaranty or bankruptcy bond or alternative            
arrangements, if applicable. To the extent the servicer is obligated to make or 
to cause to be made advances, the obligation will remain during any period of   
such an arrangement. Notwithstanding the foregoing, in connection with a        
defaulted mortgage loan, the servicer, consistent with the standards set forth  
in the pooling and servicing agreement, may waive, modify or vary any term of   
that mortgage loan (including modifications that change the mortgage rate,      
forgive the payment of principal or interest or extend the final maturity date  
of that mortgage loan), accept payment from the related mortgagor of an amount  
less than the stated principal balance in final satisfaction of that mortgage   
loan, or consent to the postponement of strict compliance with any such term or 
otherwise grant indulgence to any mortgagor if in the servicer's determination  
such waiver, modification, postponement or indulgence is not materially adverse 
to the interests of the certificateholders (taking into account any estimated   
loss that might result absent such action).                                     

  The applicable prospectus supplement may provide for other
alternatives regarding due-on-sale clauses, but if it does not, then in any case
in which property securing a conventional mortgage loan has been, or is about to
be, conveyed by the mortgagor, the servicer will, to the extent it has knowledge
of the conveyance or proposed conveyance, exercise or cause to be exercised its 
rights to accelerate the maturity of the mortgage loan under any due-on-sale    
clause applicable to it, but only if permitted by applicable law and the        
exercise will not impair or threaten to impair any recovery under any related   
primary mortgage insurance policy. If these conditions are not met or if the    
servicer reasonably believes it is unable under applicable law to enforce the   
due-on-sale clause or if the mortgage loan is insured by the FHA or partially   
guaranteed by the VA, the servicer will enter into or cause to be entered into  
an assumption and modification agreement with the person to whom the property   
has been or is about to be conveyed, pursuant to which that person becomes      
liable for repayment of the mortgage loan and, to the extent permitted by       
applicable law, the mortgagor also remains liable on it. Any fee collected by or
on behalf of the servicer for entering into an assumption agreement will be     
retained by or on behalf of the servicer as additional servicing compensation.  
See "Certain Legal Aspects of the Mortgage Loans--Due-on-Sale Clauses." The     
terms of the related mortgage loan may not be changed in connection with an     
assumption.                                                                     

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           Any prospective purchaser of a cooperative apartment will generally
have to obtain the approval of the board of directors of the relevant           
cooperative before purchasing the shares and acquiring rights under the related 
proprietary lease or occupancy agreement. See "Certain Legal Aspects of the     
Mortgage Loans." This approval is usually based on the purchaser's income and   
net worth and numerous other factors. Although the cooperative's approval is    
unlikely to be unreasonably withheld or delayed, the necessity of acquiring the 
approval could limit the number of potential purchasers for those shares and    
otherwise limit the trust fund's ability to sell and realize the value of shares
securing a cooperative loan.                                                    

      In general, a "tenant-stockholder" (as defined in Code Section
216(b)(2)) of a corporation that qualifies as a "cooperative housing            
corporation" within the meaning of Code Section 216(b)(1) is allowed a deduction
for amounts paid or accrued within his taxable year to the corporation          
representing his proportionate share of certain interest expenses and certain   
real estate taxes allowable as a deduction under Code Section 216(a) to the     
corporation under Code Sections 163 and 164. In order for a corporation to      
qualify under Code Section 216(b)(1) for its taxable year in which the items are
allowable as a deduction to the corporation, the Section requires, among other  
things, that at least 80% of the gross income of the corporation be derived from
its tenant-stockholders (as defined in Code Section 216(b)(2)). By virtue of    
this requirement, the status of a corporation for purposes of Code Section      
216(b)(1) must be determined on a year-to-year basis. Consequently, we can give 
no assurance that cooperatives relating to the cooperative loans will qualify   
under Section 216(b)(1) for any particular year. If a cooperative fails to      
qualify for one or more years, the value of the collateral securing any related 
cooperative loans could be significantly impaired because no deduction would be 
allowable to tenant-stockholders under Code Section 216(a) with respect to those
years. In view of the significance of the tax benefits accorded                 
tenant-stockholders of a corporation that qualifies under Code Section          
216(b)(1), the likelihood that a failure to qualify would be permitted to       
continue over a period of years appears remote.                                 

Hazard Insurance                                                                

        The servicer will require the mortgagor on each mortgage loan to
maintain a hazard insurance policy providing for no less than the coverage of   
the standard form of fire insurance policy with extended coverage customary for 
the type of mortgaged property in the state in which the mortgaged property is  
located. The coverage will be in an amount that is at least equal to the lesser 
of                                                                              

          o     the maximum insurable value of the improvements securing the
mortgage loan or                            

o     the greater of                                    

                o     the outstanding principal balance of the mortgage loan
and                             

                 o     an amount such that the proceeds of the policy shall be
                    sufficient to prevent the mortgagor or the mortgagee
from becoming a co-insurer.     

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 mortgagor in accordance with the servicer's normal servicing    
procedures) will be deposited in the related Certificate Account. If the        
servicer maintains a blanket policy insuring against hazard losses on all the   
mortgage loans comprising part of a trust fund, it will have satisfied its      
obligation relating to the maintenance of hazard insurance. The blanket policy  
may contain a deductible clause, in which case the servicer will be required to 
deposit from its own funds into the related Certificate Account the amounts that
would have been deposited therein but for the clause.                           

          In general, the standard form of fire and extended coverage policy
covers physical damage to or destruction of the improvements securing a mortgage
loan by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and 
civil commotion, subject to the conditions and exclusions particularized in each
policy. Although the policies relating to the mortgage loans may have been      
underwritten by different insurers under different state laws in accordance with
different applicable forms and therefore may not contain identical terms, their 
basic terms are dictated by the respective state laws, and most policies        
typically do not cover any physical damage resulting from war, revolution,      
governmental actions, floods and other water-related causes, earth movement     
(including earthquakes, landslides and mud flows), nuclear reactions, wet or dry
rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, 
vandalism. This list is merely indicative of certain kinds of uninsured risks   
and is                                                                          

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not all inclusive. If the mortgaged property securing a mortgage loan is located
in a federally designated special flood area at the time of origination, the    
servicer will require the mortgagor to obtain and maintain flood insurance.     

      The hazard insurance policies covering properties securing the
mortgage loans typically contain a clause that in effect requires the insured at
all times to carry insurance of a specified percentage (generally 80% to 90%) of
the full replacement value of the insured property in order to recover the full 
amount of any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability upon partial loss will not exceed the  
larger of the actual cash value (generally defined as replacement cost at the   
time and place of loss, less physical depreciation) of the improvements damaged 
or destroyed and the proportion of the loss that the amount of insurance carried
bears to the specified percentage of the full replacement cost of the           
improvements. Since the amount of hazard insurance the servicer may cause to be 
maintained on the improvements securing the mortgage loans declines as the      
principal balances owing on them decrease, and since improved real estate       
generally has appreciated in value over time in the past, the effect of this    
requirement upon partial loss may be that hazard insurance proceeds will be     
insufficient to fully restore the damaged property. If specified in the related 
prospectus supplement, a special hazard insurance policy will be obtained to    
insure against certain of the uninsured risks described above. See "Credit      
Enhancement--Special Hazard Insurance Policies" and "Credit                     
Enhancements--Insurance--Special Hazard Insurance Policy" in the related        
prospectus supplement.                                                          

     The servicer will not require that a standard hazard or flood
insurance policy be maintained on the cooperative dwelling relating to any      
cooperative loan. Generally, the cooperative itself is responsible for          
maintenance of hazard insurance for the property owned by the cooperative and   
the tenant-stockholders of that cooperative do not maintain individual hazard   
insurance policies. To the extent, however, that a cooperative and the related  
borrower on a cooperative loan do not maintain insurance or do not maintain     
adequate coverage or any insurance proceeds are not applied to the restoration  
of damaged property, any damage to the borrower's cooperative dwelling or the   
cooperative's building could significantly reduce the value of the collateral   
securing the cooperative loan.                                                  

Realization upon Defaulted Mortgage Loans                                       

          Primary Mortgage Insurance Policies. The servicer will maintain or
cause to be maintained, as the case may be, in effect, to the extent specified  
in the related prospectus supplement, a primary mortgage insurance policy with  
regard to each mortgage loan for which coverage is required. The servicer will  
not cancel or refuse to renew any primary mortgage insurance policy in effect at
the time of the initial issuance of a series of certificates that is required to
be kept in force under the applicable pooling and servicing agreement unless the
replacement primary mortgage insurance policy for the cancelled or nonrenewed   
policy is maintained with an insurer whose claims-paying ability is sufficient  
to maintain the current rating of the classes of certificates of the series that
have been rated.                                                                

            Although the terms of primary mortgage insurance vary, the amount of
a claim for benefits under a primary mortgage insurance policy covering a       
mortgage loan will consist of the insured percentage of the unpaid principal    
amount of the covered mortgage loan and accrued and unpaid interest on it and   
reimbursement of certain expenses, less all rents or other payments collected or
received by the insured (other than the proceeds of hazard insurance) that are  
derived from or in any way related to the mortgaged property, hazard insurance  
proceeds in excess of the amount required to restore the mortgaged property and 
which have not been applied to the payment of the mortgage loan, amounts        
expended but not approved by the issuer of the related primary mortgage         
insurance policy, claim payments previously made by the primary insurer and     
unpaid premiums.                                                                

    Primary mortgage insurance policies reimburse certain losses
sustained from defaults in payments by borrowers. Primary mortgage insurance    
policies will not insure against, and exclude from coverage, a loss sustained   
from a default arising from or involving certain matters, including fraud or    
negligence in origination or servicing of the mortgage loans, including         
misrepresentation by the originator, mortgagor or other persons involved in the 
origination of the mortgage loan; failure to construct the mortgaged property   
subject to the mortgage loan in accordance with specified plans; and physical   
damage to the mortgaged property.                                               

           Recoveries Under A Primary Mortgage Insurance Policy. As conditions
precedent to the filing of or payment of a claim under a primary mortgage       
insurance policy covering a mortgage loan, the insured will be required to      

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o     advance or discharge                              

  o     all hazard insurance policy premiums and

             o     as necessary and approved in advance by the primary
                 insurer, real estate property taxes, all expenses
                      required to maintain the related mortgaged property in
                        at least as good a condition as existed at the effective
                       date of the primary mortgage insurance policy, ordinary
                wear and tear excepted, mortgaged property sales
                expenses, any specified outstanding liens on the
                   mortgaged property and foreclosure costs, including
           court costs and reasonable attorneys' fees;

         o     upon any physical loss or damage to the mortgaged property,
                 have the mortgaged property restored and repaired to at least
               as good a condition as existed at the effective date of the
             primary mortgage insurance policy, ordinary wear and tear
excepted; and                               

          o     tender to the primary insurer good and merchantable title to
and possession of the mortgaged property.   

The servicer, on behalf of itself, the trustee and the  
certificateholders, will present claims to the insurer under each primary       
mortgage insurance policy, and will take any reasonable steps consistent with   
its practices regarding comparable mortgage loans and necessary to receive      
payment or to permit recovery under the policy with respect to defaulted        
mortgage loans. As set forth above, all collections by or on behalf of the      
servicer under any primary mortgage insurance policy and, when the mortgaged    
property has not been restored, the hazard insurance policy, are to be deposited
in the Certificate Account, subject to withdrawal as heretofore described.      

       If the mortgaged property securing a defaulted mortgage loan is
damaged and proceeds, if any, from the related hazard insurance policy are      
insufficient to restore the damaged mortgaged property to a condition sufficient
to permit recovery under the related primary mortgage insurance policy, if any, 
the servicer is not required to expend its own funds to restore the damaged     
mortgaged property unless it determines that the restoration will increase the  
proceeds to certificateholders on liquidation of the mortgage loan after        
reimbursement of the servicer for its expenses and that the expenses will be    
recoverable by it from related insurance proceeds or liquidation proceeds.      

          If recovery on a defaulted mortgage loan under any related primary
mortgage insurance policy is not available for the reasons set forth in the     
preceding paragraph, or if the defaulted mortgage loan is not covered by a      
primary mortgage insurance policy, the servicer will be obligated to follow or  
cause to be followed the normal practices and procedures that it deems          
appropriate to realize upon the defaulted mortgage loan. If the proceeds of any 
liquidation of the mortgaged property securing the defaulted mortgage loan are  
less than the principal balance of the mortgage loan plus interest accrued on it
that is payable to certificateholders, the trust fund will realize a loss in the
amount of the difference plus the aggregate of expenses incurred by the servicer
in connection with the proceedings that are reimbursable under the pooling and  
servicing agreement. In the unlikely event that the proceedings result in a     
total recovery which is, after reimbursement to the servicer of its expenses, in
excess of the principal balance of the mortgage loan plus interest accrued on it
that is payable to certificateholders, the servicer will be entitled to withdraw
or retain from the Certificate Account amounts representing its normal servicing
compensation with respect to the mortgage loan and, unless otherwise specified  
in the related prospectus supplement, amounts representing the balance of the   
excess, exclusive of any amount required by law to be forwarded to the related  
mortgagor, as additional servicing compensation.                                

            If the servicer or its designee recovers insurance proceeds not used
to restore the property which, when added to any related liquidation proceeds   
and after deduction of certain expenses reimbursable to the servicer, exceed the
principal balance of a mortgage loan plus interest accrued thereon that is      
payable to certificateholders, the servicer will be entitled to withdraw or     
retain from the Certificate Account amounts representing its normal servicing   
compensation with respect to the mortgage loan. If the servicer has expended its
own funds to restore the damaged mortgaged property and the funds have not been 
reimbursed under the related hazard insurance policy, it will be entitled to    
withdraw from the Certificate Account out of related liquidation proceeds or    
insurance proceeds an amount equal to the expenses incurred by it, in which     
event the trust fund may realize a loss up to the amount so charged. Since      
insurance proceeds cannot exceed deficiency claims and certain expenses incurred
by the servicer, no insurance payment or recovery will result in a recovery to  
the trust fund that exceeds the principal balance of the defaulted mortgage loan
together with accrued interest on it. See "Credit Enhancement" in this          
prospectus and in the related prospectus supplement.                            

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      FHA Insurance; VA Guaranties. Mortgage loans designated in the
related prospectus supplement as insured by the FHA will be insured by the FHA  
as authorized under the United States National Housing Act of 1934 of 1937, as  
amended. Those mortgage loans will be insured under various FHA programs        
including the standard FHA 203(b) program to finance the acquisition of one-to  
four-family housing units and the FHA 245 graduated payment mortgage program.   
These programs generally limit the principal amount and interest rates of the   
mortgage loans insured. Mortgage loans insured by the FHA generally require a   
minimum down payment of approximately 5% of the original principal amount of the
loan. No FHA-insured mortgage loans relating to a series may have an interest   
rate or original principal amount exceeding the applicable FHA limits at the    
time of origination of the loan.                                                

        The insurance premiums for mortgage loans insured by the FHA are
collected by lenders approved by the HUD or by the servicer and are paid to the 
FHA. The regulations governing FHA single-family mortgage insurance programs    
provide that insurance benefits are payable either upon foreclosure (or other   
acquisition of possession) and conveyance of the mortgaged premises to HUD or   
upon assignment of the defaulted mortgage loan to HUD. With respect to a        
defaulted FHA-insured mortgage loan, the servicer is limited in its ability to  
initiate foreclosure proceedings. When it is determined, either by the servicer 
or HUD, that default was caused by circumstances beyond the mortgagor's control,
the servicer is expected to make an effort to avoid foreclosure by entering, if 
feasible, into one of a number of available forms of forbearance plans with the 
mortgagor. These plans may involve the reduction or suspension of regular       
mortgage payments for a specified period, with the payments to be made up on or 
before the maturity date of the mortgage, or the recasting of payments due under
the mortgage up to or beyond the maturity date. In addition, when a default     
caused by circumstances beyond the mortgagor's control is accompanied by certain
other criteria, HUD may provide relief by making payments to the servicer in    
partial or full satisfaction of amounts due under the mortgage loan (which      
payments are to be repaid by the mortgagor to HUD) or by accepting assignment of
the loan from the servicer. With certain exceptions, at least three full monthly
installments must be due and unpaid under the mortgage loan and HUD must have   
rejected any request for relief from the mortgagor before the servicer may      
initiate foreclosure proceedings.                                               

          HUD has the option, in most cases, to pay insurance claims in cash
or in debentures issued by HUD. Currently, claims are being paid in cash, and   
claims have not been paid in debentures since 1965. HUD debentures issued in    
satisfaction of FHA insurance claims bear interest at the applicable HUD        
debentures interest rate. The servicer of each FHA-insured mortgage loan will be
obligated to purchase the debenture issued in satisfaction of the mortgage loan 
upon default for an amount equal to the principal amount of the debenture.      

           The amount of insurance benefits generally paid by the FHA is equal
to the entire unpaid principal amount of the defaulted mortgage loan adjusted to
reimburse the servicer for certain costs and expenses and to deduct certain     
amounts received or retained by the servicer after default. When entitlement to 
insurance benefits results from foreclosure (or other acquisition of possession)
and conveyance to HUD, the servicer is compensated for no more than two-thirds  
of its foreclosure costs, and is compensated for accrued and unpaid interest but
in general only to the extent it was allowed pursuant to a forbearance plan     
approved by HUD. When entitlement to insurance benefits results from assignment 
of the mortgage loan to HUD, the insurance payment includes full compensation   
for interest accrued and unpaid to the assignment date. The insurance payment   
itself, upon foreclosure of an FHA-insured mortgage loan, bears interest from a 
date 30 days after the mortgagor's first uncorrected failure to perform any     
obligation to make any payment due under the mortgage loan and, upon assignment,
from the date of assignment to the date of payment of the claim, in each case at
the same interest rate as the applicable HUD debenture interest rate as         
described above.                                                                

         Mortgage loans designated in the related prospectus supplement as
guaranteed by the VA will be partially guaranteed by the VA under the           
Serviceman's Readjustment Act of 1944, as amended. The Serviceman's Readjustment
Act of 1944, as amended, permits a veteran (or in certain instances the spouse  
of a veteran) to obtain a mortgage loan guaranty by the VA covering mortgage    
financing of the purchase of a one- to four-family dwelling unit at interest    
rates permitted by the VA. The program has no mortgage loan limits, requires no 
down payment from the purchaser and permits the guarantee of mortgage loans of  
up to 30 years' duration. However, no mortgage loan guaranteed by the VA will   
have an original principal amount greater than five times the partial VA        
guaranty for the mortgage loan.                                                 

          The liability on the guaranty may be reduced or increased pro rata
with any reduction or increase in the amount of indebtedness, but in no event   
will the amount payable on the guaranty exceed the amount of the original       

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guaranty. The VA, at its option and without regard to the guaranty, may make    
full payment to a mortgage holder of unsatisfied indebtedness on a mortgage upon
its assignment to the VA.                                                       

    With respect to a defaulted VA guaranteed mortgage loan, the
servicer is, absent exceptional circumstances, authorized to announce its       
intention to foreclose only when the default has continued for three months.    
Generally, a claim for the guaranty is submitted after liquidation of the       
mortgaged property.                                                             

           The amount payable under the guaranty will be the percentage of the
VA-insured mortgage loan originally guaranteed applied to indebtedness          
outstanding as of the applicable date of computation specified in the VA        
regulations. Payments under the guaranty will be equal to the unpaid principal  
amount of the loan, interest accrued on the unpaid balance of the loan to the   
appropriate date of computation and limited expenses of the mortgagee, but in   
each case only to the extent that the amounts have not been recovered through   
liquidation of the mortgaged property. The amount payable under the guaranty may
in no event exceed the amount of the original guaranty.                         

           Application of Liquidation Proceeds. Unless the related pooling and
servicing agreement provides for a different application of liquidation         
proceeds, the proceeds from any liquidation of a mortgage loan will be applied  
in the following order of priority:                                             

                  first, to reimburse the servicer for any unreimbursed expenses
        incurred by it to restore the related mortgaged property and any
        unreimbursed servicing compensation payable to the servicer with
respect to the mortgage loan;                           

          second, to reimburse the servicer for any unreimbursed
advances with respect to the mortgage loan;             

           third, to accrued and unpaid interest (to the extent no
       advance has been made for the amount) on the mortgage loan; and

            fourth, as a recovery of principal of the mortgage loan.

        If a final liquidation of a mortgage loan resulted in a realized
loss and thereafter the servicer receives a recovery specifically related to    
that mortgage loan, the recovery (net of any reimbursable expenses) shall be    
distributed to the certificateholders in the same manner as prepayments received
in the prior calendar month, to the extent that the related realized loss was   
allocated to any class of certificates. In addition, the class certificate      
balance of each class of certificates to which realized losses have been        
allocated, will be increased, sequentially in the order of payment priority, to 
the extent that subsequent recoveries are distributed as principal to any class 
of certificates. However, the class certificate balance of each class of        
certificates will not be increased by more than the amount of realized losses   
previously applied to reduce the class certificate balance of each class of     
certificates. Holders of certificates whose class certificate balance is        
increased in this manner will not be entitled to interest on the increased      
balance for any interest accrual period preceding the distribution date on which
the increase occurs. The foregoing provisions will apply even if the class      
certificate balance of a class of certificates was previously reduced to zero.  
Accordingly, each class of certificates will be considered to remain outstanding
until the termination of the related trust.                                     

Servicing and Other Compensation and Payment of Expenses                        

          The principal servicing compensation to be paid to the servicer in
respect of its master servicing activities for each series of certificates will 
be equal to the percentage per annum described in the related prospectus        
supplement (which may vary under certain circumstances) of the outstanding      
principal balance of each mortgage loan, and the compensation will be retained  
by it from collections of interest on the mortgage loan in the related trust    
fund. As compensation for its servicing duties, the servicer will be entitled to
a monthly servicing fee as described in the related prospectus supplement. In   
addition, generally the servicer will retain all prepayment charges, assumption 
fees and late payment charges, to the extent collected from mortgagors, and any 
benefit that may accrue as a result of the investment of funds in the applicable
Certificate Account.                                                            

            The servicer will, to the extent provided in the related pooling and
servicing agreement, pay or cause to be paid certain ongoing expenses associated
with each trust fund and incurred by it in connection with its                  

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responsibilities under the related pooling and servicing agreement, including,  
without limitation, payment of the fees and disbursements of the trustee, any   
custodian appointed by the trustee, the certificate registrar and any paying    
agent, and payment of expenses incurred in enforcing the obligations of sellers.
The servicer will be entitled to reimbursement of expenses incurred in enforcing
the obligations of sellers under certain limited circumstances. In addition, as 
indicated in the preceding section, the servicer will be entitled to            
reimbursement for certain expenses incurred by it in connection with any        
defaulted mortgage loan as to which it has determined that all recoverable      
liquidation proceeds and insurance proceeds have been received (a "Liquidated   
Mortgage"), and in connection with the restoration of mortgaged properties, the 
right of reimbursement being before the rights of certificateholders to receive 
any related liquidation proceeds (including insurance proceeds).                

Evidence as to Compliance                                                       

         Each pooling and servicing agreement will provide for delivery to
the trustee, on or before a specified date in each year, of an annual statement 
signed by two officers of the servicer to the effect that the master servicer   
has fulfilled its obligations under the pooling and servicing agreement         
throughout the preceding year.                                                  

           Each pooling and servicing agreement will also provide for delivery
to the depositor, the servicer and the trustee, on or before a specified date in
each year, of an annual servicing assessment report from each party performing  
servicing functions with respect to the related series, including any servicer  
that services 5% or more of the Mortgage Assets. In each assessment report, the 
party providing the report must include an assessment of its compliance with the
servicing criteria during the previous fiscal year, and disclose any material   
noncompliance with the applicable servicing criteria. The servicing criteria are
divided generally into four categories:                                         

o     general servicing considerations;     

o     cash collection and administration;   

 o     investor remittances and reporting; and

o     pool asset administration.            

         Each servicing assessment report is required to be accompanied by
attestation report provided by a public registered accounting firm. The         
attestation report must contain an opinion of the registered public accounting  
firm as to whether the related servicing criteria assessment was fairly stated  
in all material respects, or a statement that the firm cannot express that      
opinion. The attestation examination the must be made in accordance with the    
attestation engagement standards issued or adopted by the Public Company        
Accounting Oversight Board.                                                     

          Copies of the annual servicing compliance statement, the servicing
criteria assessment report and related accountants attestations and the annual  
accountants' statement (if any) may be obtained by certificateholders of the    
related series without charge upon written request to the servicer at the       
address set forth in the related prospectus supplement.                         

List of Certificateholders                                                      

            Each pooling and servicing agreement will provide that three or more
holders of certificates of any series may, by written request to the trustee,   
obtain access to the list of all certificateholders maintained by the trustee   
for the purpose of communicating with other certificateholders with respect to  
their rights under the pooling and servicing agreement and the certificates.    

Certain Matters Regarding the Servicer and the Depositor                        

       The servicer under each pooling and servicing agreement will be
named in the related prospectus supplement. The entity serving as servicer may  
be an affiliate of the depositor and may have other business relationships with 
the depositor or the depositor's affiliates.                                    

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           Each pooling and servicing agreement will provide that the servicer
may not resign from its obligations and duties under the pooling and servicing  
agreement except                                                                

         o     upon appointment of a successor servicer and receipt by the
                  trustee of a letter from each rating agency rating the related
                transaction that such a resignation and appointment will not
       result in a downgrading of the rating of any of the
certificates of the related series, or      

           o     upon a determination that the performance by it of its duties
          under the pooling and servicing agreement is no longer
permissible under applicable law.           

No resignation will become effective until the trustee or a successor servicer  
has assumed the servicer's obligations and duties under the pooling and         
servicing agreement.                                                            

      Each pooling and servicing agreement will further provide that
neither the servicer, the depositor nor any director, officer, employee, or     
agent of the servicer or the depositor will be under any liability to the       
related trust fund or 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, neither the servicer,  
the depositor nor any director, officer, employee, or agent of the servicer or  
the depositor will be protected against any liability that would otherwise be   
imposed for willful misfeasance, bad faith or negligence in the performance of  
duties under the pooling and servicing agreement or for reckless disregard of   
obligations and duties under the pooling and servicing agreement. Each pooling  
and servicing agreement will further provide that the servicer, the depositor   
and any director, officer, employee or agent of the servicer or the depositor   
will be entitled to indemnification by the related trust fund and will be held  
harmless against any loss, liability or expense incurred in connection with any 
legal action relating to the pooling and servicing agreement or the             
certificates, other than any loss, liability or expense related to any specific 
Mortgage Asset or Mortgage Assets (except any loss, liability or expense        
otherwise reimbursable pursuant to the pooling and servicing agreement) and any 
loss, liability or expense incurred for willful misfeasance, bad faith or       
negligence in the performance of duties under the pooling and servicing         
agreement or for reckless disregard of obligations and duties under the pooling 
and servicing agreement. In addition, each pooling and servicing agreement will 
provide that neither the servicer nor the depositor will be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to its
respective responsibilities under the pooling and servicing agreement and that  
in its opinion may involve it in any expense or liability. The servicer or the  
depositor may, however, in its discretion undertake any action that it deems    
appropriate with respect to the pooling and servicing agreement and the rights  
and duties of the parties to the pooling and servicing agreement and the        
interests of the certificateholders under the pooling and servicing agreement.  
In that event, the legal expenses and costs of the action and any liability     
resulting from it will be expenses, costs and liabilities of the trust fund, and
the servicer or the depositor, as the case may be, will be entitled to be       
reimbursed for them out of funds otherwise distributable to certificateholders. 

            Any person into which the servicer may be merged or consolidated, or
any person resulting from any merger or consolidation to which the servicer is a
party, or any person succeeding to the business of the servicer, will be the    
successor of the servicer under each pooling and servicing agreement, provided  
that the person is qualified to sell mortgage loans to, and service mortgage    
loans on behalf of, Fannie Mae or Freddie Mac and further provided that the     
merger, consolidation or succession does not adversely affect the then current  
rating or ratings of the class or classes of certificates of any series that    
have been rated.                                                                

Events of Default                                                               

            The applicable prospectus supplement may provide for other events of
default, but if it does not, then events of default under each pooling and      
servicing agreement will consist of                                             

       o     any failure by the servicer to deposit in the Certificate
               Account or remit to the trustee any payment which continues
                  unremedied for five days after the giving of written notice of
                the failure to the servicer by the trustee or the depositor,
        or to the servicer and the trustee by the holders of
              certificates having not less than 25% of the voting rights
evidenced by the certificates;              

      o     any failure by the servicer to observe or perform in any
                material respect any of its other covenants or agreements in
                the pooling and servicing agreement which failure materially
affects the rights of                       

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               certificateholders that continues unremedied for sixty days
            after the giving of written notice of the failure to the
                servicer by the trustee or the depositor, or to the servicer
               and the trustee by the holders of certificates of any class
                  evidencing not less than 25% of the voting rights evidenced by
the certificate; and                        

 o     certain events of insolvency, readjustment of debt,
               marshalling of assets and liabilities or similar proceeding
                  and certain actions by or on behalf of the servicer indicating
          its insolvency, reorganization or inability to pay its
obligations.                                

"Voting rights" are the portion of voting rights of all of the certificates that
is allocated to any certificate pursuant to the terms of the pooling and        
servicing agreement.                                                            

          If specified in the related prospectus supplement, the pooling and
servicing agreement will permit the trustee to sell the Mortgage Assets and the 
other assets of the trust fund if payments on them are insufficient to make     
payments required in the pooling and servicing agreement. The assets of the     
trust fund will be sold only under the circumstances and in the manner specified
in the related prospectus supplement.                                           

Rights upon Event of Default                                                    

    So long as an event of default under a pooling and servicing
agreement remains unremedied, the depositor or the trustee may, and at the      
direction of holders of certificates having not less than 66?% of the voting    
rights and under any other circumstances specified in the pooling and servicing 
agreement, the trustee shall, terminate all of the rights and obligations of the
servicer under the pooling and servicing agreement relating to the trust fund   
and in the Mortgage Assets, whereupon the trustee will succeed to all of the    
responsibilities, duties and liabilities of the servicer under the pooling and  
servicing agreement, including, if specified in the related prospectus          
supplement, the obligation to make advances, and will be entitled to similar    
compensation arrangements. After the servicer has received notice of            
termination, the trustee may execute and deliver, on behalf of the servicer, as 
attorney-in-fact or otherwise, any and all documents and other instruments, and 
do or accomplish all other acts or things necessary or appropriate to effect the
termination of the servicer, including the transfer and endorsement or          
assignment of the loans and related documents. The servicer has agreed to       
cooperate with the trustee in effecting the termination of the servicer,        
including the transfer to the trustee for all cash amounts that shall at the    
time be credited to the Security Account, or thereafter be received with respect
to the loans related to that series. Upon request of the trustee, the servicer  
has also agreed, at its expense, to deliver to the assuming party all documents 
and records relating to each subservicing agreement and the loans then being    
serviced thereunder and an accounting of amounts collected held by it and       
otherwise us its best efforts to effect the orderly and efficient transfer of   
the subservicing agreement to the assuming party. No additional funds have been 
reserved to pay for any expenses not paid by the servicer in connection with a  
servicing transfer.                                                             

           If the trustee is unwilling or unable so to act, it may appoint, or
petition a court of competent jurisdiction for the appointment of, a mortgage   
loan servicing institution with a net worth of at least $10,000,000 to act as   
successor to the servicer under the pooling and servicing agreement. Pending    
appointment, the trustee is obligated to act as servicer. The trustee and any   
successor may agree upon the servicing compensation to be paid to the successor 
servicer, which may not be greater than the compensation payable to the servicer
under the pooling and servicing agreement.                                      

 No certificateholder, solely by virtue of its status as a
certificateholder, will have any right under any pooling and servicing agreement
to institute any proceeding with respect to the pooling and servicing agreement,
unless the holder previously has given to the trustee written notice of default 
and unless the holders of any class of certificates of the series evidencing not
less than 25% of the voting rights have requested the trustee in writing to     
institute a proceeding in its own name as trustee and have offered to the       
trustee reasonable indemnity, and the trustee for 60 days has neglected or      
refused to institute the proceeding.                                            

Amendment                                                                       

        The applicable prospectus supplement may specify other amendment
provisions, but if it does not, then each pooling and servicing agreement may be
amended by the depositor, the servicer and the trustee, without the consent of  
any of the certificateholders,                                                  

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(a) to cure any ambiguity or mistake;       

        (b) to correct any defective provision therein or to
            supplement any provision in the pooling and servicing agreement that
may be inconsistent with any other provision in it;     

             (c) to conform the pooling and servicing agreement to the
            final prospectus supplement provided to investors in accordance with
the initial offering of the certificates;               

                (d) to add to the duties of the depositor, the seller or the
servicer;                                               

             (e) to modify, alter, amend, add to or rescind any of the
            terms or provisions contained in the pooling and servicing agreement
  to comply with any rules or regulations promulgated by the
Securities and Exchange Commission from time to time;   

              (f) to add any other provisions with respect to matters or
       questions arising under the pooling and servicing agreement; or

             (g) to modify, alter, amend, add to or rescind any of the
  terms or provisions contained in the pooling and servicing
agreement.                                              

However, no action pursuant to clauses (e), (f) or (g) may, as evidenced by an  
opinion of counsel, adversely affect in any material respect the interests of   
any certificateholder. But no opinion of counsel will be required if the person 
requesting the amendment obtains a letter from each rating agency requested to  
rate the class or classes of certificates of the series stating that the        
amendment will not result in the downgrading or withdrawal of the respective    
ratings then assigned to the certificates.                                      

       In addition, the related pooling and servicing agreement may be
amended to modify, eliminate or add to any of its provisions to the extent      
necessary to maintain the qualification of the related trust fund as a REMIC or 
to avoid or minimize the risk of imposition of any tax on the REMIC, if a REMIC 
election is made with respect to the trust fund, or to comply with any other    
requirements of the Code, if the trustee has received an opinion of counsel to  
the effect that the action is necessary or helpful to maintain the              
qualification, avoid or minimize that risk or comply with those requirements, as
applicable.                                                                     

        The applicable prospectus supplement may specify other amendment
provisions, but if it does not, then each pooling and servicing agreement may   
also be amended by the depositor, the servicer and the trustee with the consent 
of holders of certificates of the series evidencing a majority in interest of   
each class adversely affected thereby 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 related certificates. However, no amendment may                          

               (a) reduce in any manner the amount of, or delay the timing
        of, payments received on Mortgage Assets that are required to be
           distributed on any certificate without the consent of the holder of
the certificate,                                        

                  (b) amend, modify, add to, rescind or alter in any respect the
         provisions of the pooling and servicing agreement restricting the
          trust fund from engaging in any activity that would disqualify the
       trust fund from being a qualifying special purpose entity under
           generally accepted accounting principles without the consent of the
           holders of certificates evidencing percentage interests aggregating
          66 2/3% (provided however that no certificates held by the seller,
            the depositor or any affiliate shall be given effect for the purpose
of the calculation), or                                 

              (c) reduce the aforesaid percentage of certificates of any
     class of holders that is required to consent to the amendment
           without the consent of the holders of all certificates of the class
        covered by the pooling and servicing agreement then outstanding.

If a REMIC election is made with respect to a trust fund, the trustee will not  
be entitled to consent to an amendment to the related pooling and servicing     
agreement without having first received an opinion of counsel to the effect that
the amendment will not cause the trust fund to fail to qualify as a REMIC.      

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Termination; Optional Termination                                               

        Generally, the obligations created by each pooling and servicing
agreement for each series of certificates will terminate upon the payment to the
related certificateholders of all amounts held in the Certificate Account or by 
the servicer and required to be paid to them pursuant to the pooling and        
servicing agreement following the later of                                      

       o     the final payment or other liquidation of the last of the
           Mortgage Assets subject to it or the disposition of all
             property acquired upon foreclosure of the Mortgage Assets
remaining in the trust fund and             

          o     the purchase by the servicer or, if REMIC treatment has been
                  elected and if specified in the related prospectus supplement,
            by the holder of the residual interest in the REMIC (see
                 "Material Federal Income Tax Consequences" in this prospectus
               and in the related prospectus supplement), from the related
              trust fund of all of the remaining Mortgage Assets and all
        property acquired in respect of the Mortgage Assets.

           Any purchase of Mortgage Assets and property acquired in respect of
Mortgage Assets evidenced by a series of certificates will be made at the option
of the servicer or the party specified in the related prospectus supplement,    
including the holder of the REMIC residual interest, at a price, and in         
accordance with the procedures, specified in the related prospectus supplement. 
The exercise of that right will effect early retirement of the certificates of  
that series, but the right of the servicer or the other party or, if applicable,
the holder of the REMIC residual interest, to so purchase is subject to the     
principal balance of the related Mortgage Assets being less than the percentage 
specified in the related prospectus supplement of the aggregate principal       
balance of the Mortgage Assets at the cut-off date for the series. The foregoing
is subject to the provision that if a REMIC election is made with respect to a  
trust fund, any repurchase pursuant to the second bulleted item above will be   
made only in connection with a "qualified liquidation" of the REMIC within the  
meaning of Code Section 860F(a)(4).                                             

The Trustee                                                                     

            The trustee under each pooling and servicing agreement will be named
in the applicable prospectus supplement. The commercial bank or trust company   
serving as trustee may have normal banking relationships with the depositor, the
servicer and any of their respective affiliates.                                

 Certain Legal Aspects of the Mortgage Loans

         The following discussion contains summaries, which are general in
nature, of certain legal matters relating to the mortgage loans. Because the    
legal aspects are governed primarily by applicable state law (which laws may    
differ substantially), the summaries do not purport to be complete or to reflect
the laws of any particular state or to encompass the laws of all states in which
the security for the mortgage loans is situated. If more than ten percent (by   
principal balance) of the mortgage loans in the trust fund for any series are   
located in a single state, the prospectus, as supplemented by the related       
prospectus supplement, will disclose all material legal matters relating to the 
mortgage loans in that state.                                                   

General                                                                         

        The mortgage loans will be secured by deeds of trust, mortgages,
security deeds or deeds to secure debt, depending upon the prevailing practice  
in the state in which the property subject to the loan is located. Deeds of     
trust are used almost exclusively in California instead of mortgages. Mortgages 
are used in New York instead of deeds of trust. A mortgage creates a lien upon  
the real property encumbered by the mortgage, which lien is generally not before
the lien for real estate taxes and assessments. Priority between mortgages      
depends on their terms and generally on the order of recording with a state or  
county office. There are two parties to a mortgage, the mortgagor, who is the   
borrower and owner of the mortgaged property, and the mortgagee, who is the     
lender. Under the mortgage instrument, the mortgagor delivers to the mortgagee a
note or bond and the mortgage. Although a deed of trust is similar to a         
mortgage, a deed of trust formally has three parties, the borrower-property     
owner called the trustor (similar to a mortgagor), a lender (similar to a       
mortgagee) called the beneficiary, and a third-party grantee                    

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called the trustee. Under a deed of trust, the borrower grants the property,    
irrevocably until the debt is paid, in trust, generally with a power of sale, to
the trustee to secure payment of the obligation. A security deed and a deed to  
secure debt are special types of deeds which indicate on their face that they   
are granted to secure an underlying debt. By executing a security deed or deed  
to secure debt, the grantor conveys title to, as opposed to merely creating a   
lien upon, the subject property to the grantee until the underlying debt is     
repaid. The trustee's authority under a deed of trust, the mortgagee's authority
under a mortgage and the grantee's authority under a security deed or deed to   
secure debt are governed by law and, with respect to some deeds of trust, the   
directions of the beneficiary.                                                  

      Cooperatives. Certain of the mortgage loans may be cooperative
loans. The cooperative owns all the real property that comprises the project,   
including the land, separate dwelling units and all common areas. The           
cooperative is directly responsible for project management and, in most cases,  
payment of real estate taxes and hazard and liability insurance. If there is a  
blanket mortgage on the cooperative or underlying land or both, as is generally 
the case, the cooperative, as project mortgagor, is also responsible for meeting
these mortgage obligations. A blanket mortgage is ordinarily incurred by the    
cooperative in connection with the construction or purchase of the cooperative's
apartment building. The interest of the occupant under proprietary leases or    
occupancy agreements to which that cooperative is a party are generally         
subordinate to the interest of the holder of the blanket mortgage in that       
building. If the cooperative is unable to meet the payment obligations arising  
under its blanket mortgage, the mortgagee holding the blanket mortgage could    
foreclose on that mortgage and terminate all subordinate proprietary leases and 
occupancy agreements. In addition, the blanket mortgage on a cooperative may    
provide financing in the form of a mortgage that does not fully amortize with a 
significant portion of principal being due in one lump sum at final maturity.   
The inability of the cooperative to refinance this mortgage and its consequent  
inability to make the final payment could lead to foreclosure by the mortgagee  
providing the financing. A foreclosure in either event by the holder of the     
blanket mortgage could eliminate or significantly diminish the value of any     
collateral held by the lender who financed the purchase by an individual        
tenant-stockholder of cooperative shares or, in the case of a trust fund        
including cooperative loans, the collateral securing the cooperative loans.     

    The cooperative is owned by tenant-stockholders who, through
ownership of stock, shares or membership certificates in the corporation,       
receive proprietary leases or occupancy agreements which confer exclusive rights
to occupy specific units. Generally, a tenant-stockholder of a cooperative must 
make a monthly payment to the cooperative representing the tenant-stockholder's 
pro rata share of the cooperative's payments for its blanket mortgage, real     
property taxes, maintenance expenses and other capital or ordinary expenses. An 
ownership interest in a cooperative and accompanying rights is financed through 
a cooperative share loan evidenced by a promissory note and secured by a        
security interest in the occupancy agreement or proprietary lease and in the    
related cooperative shares. The lender takes possession of the share certificate
and a counterpart of the proprietary lease or occupancy agreement, and a        
financing statement covering the proprietary lease or occupancy agreement and   
the cooperative shares is filed in the appropriate state and local offices to   
perfect the lender's interest in its collateral. Subject to the limitations     
discussed below, upon default of the tenant-stockholder, the lender may sue for 
judgment on the promissory note, dispose of the collateral at a public or       
private sale or otherwise proceed against the collateral or tenant-stockholder  
as an individual as provided in the security agreement covering the assignment  
of the proprietary lease or occupancy agreement and the pledge of cooperative   
shares.                                                                         

Foreclosure and Repossession                                                    

  Deed of Trust. Foreclosure of a deed of trust is generally
accomplished by a non-judicial sale under a specific provision in the deed of   
trust which authorizes the trustee to sell the property at public auction upon  
any default by the borrower under the terms of the note or deed of trust. In    
certain states, foreclosure also may be accomplished by judicial action in the  
manner provided for foreclosure of mortgages. In some states, such as           
California, the trustee must record a notice of default and send a copy to the  
borrower-trustor and to any person who has recorded a request for a copy of any 
notice of default and notice of sale. In addition, the trustee must provide     
notice in some states to any other individual having an interest of record in   
the real property, including any junior lien holders. If the deed of trust is   
not reinstated within any applicable cure period, a notice of sale must be      
posted in a public place and, in most states, including California, published   
for a specified period of time in one or more newspapers. In addition, these    
notice provisions require that a copy of the notice of sale be posted on the    
property and sent to all parties having an interest of record in the property.  
In California, the entire process from recording a notice of default to a       
non-judicial sale usually takes four to five months, but can take longer if the 
borrower seeks bankruptcy protection or other events intervene.                 

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          In some states, including California, the borrower-trustor has the
right to reinstate the loan at any time following default until shortly before  
the trustee's sale. In general, the borrower, or any other person having a      
junior encumbrance on the real estate, may, during a reinstatement period, cure 
the default by paying the entire amount in arrears plus the costs and expenses  
incurred in enforcing the obligation. Certain state laws control the amount of  
foreclosure expenses and costs, including attorney's fees, which may be         
recoverable by a lender.                                                        

         Mortgages. Foreclosure of a mortgage is generally accomplished by
judicial action. The action is initiated by the service of legal pleadings upon 
all parties having an interest in the real property. Delays in completion of the
foreclosure may occasionally result from difficulties in locating necessary     
parties. Judicial foreclosure proceedings are sometimes not contested by any of 
the parties. When the mortgagee's right to foreclosure is contested, the legal  
proceedings necessary to resolve the issue can be time consuming. After the     
completion of a judicial foreclosure proceeding, the court generally issues a   
judgment of foreclosure and appoints a referee or other court officer to conduct
the sale of the property. In general, the borrower, or any other person having a
junior encumbrance on the real estate, may, during a statutorily prescribed     
reinstatement period, cure a monetary default by paying the entire amount in    
arrears plus other designated costs and expenses incurred in enforcing the      
obligation. Generally, state law controls the amount of foreclosure expenses and
costs, including attorney's fees, which may be recovered by a lender. After the 
reinstatement period has expired without the default having been cured, the     
borrower or junior lienholder no longer has the right to reinstate the loan and 
must pay the loan in full to prevent the scheduled foreclosure sale. If the deed
of trust is not reinstated, a notice of sale must be posted in a public place   
and, in most states, published for a specific period of time in one or more     
newspapers. In addition, some state laws require that a copy of the notice of   
sale be posted on the property and sent to all parties having an interest in the
real property.                                                                  

            Although foreclosure sales are typically public sales, frequently no
third party purchaser bids in excess of the lender's lien because of the        
difficulty of determining the exact status of title to the property, the        
possible deterioration of the property during the foreclosure proceedings and a 
requirement that the purchaser pay for the property in cash or by cashier's     
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the    
loan, accrued and unpaid interest and the expenses of foreclosure. Thereafter,  
the lender will assume the burden of ownership, including obtaining hazard      
insurance and making repairs at its own expense necessary to render the property
suitable for sale. The lender will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of the       
property. Depending upon market conditions, the ultimate proceeds of the sale of
the property may not equal the lender's investment in the property.             

          Courts have imposed general equitable principles upon foreclosure,
which are generally designed to mitigate the legal consequences to the borrower 
of the borrower's defaults under the loan documents. Some courts have been faced
with the issue of whether federal or state constitutional provisions reflecting 
due process concerns for fair notice require that borrowers under deeds of trust
receive notice longer than that prescribed by statute. For the most part, these 
cases have upheld the notice provisions as being reasonable or have found that  
the sale by a trustee under a deed of trust does not involve sufficient state   
action to afford constitutional protection to the borrower.                     

Cooperative Loans. The cooperative shares owned by the  
tenant-stockholder and pledged to the lender are, in almost all cases, subject  
to restrictions on transfer as set forth in the cooperative's certificate of    
incorporation and bylaws, as well as the proprietary lease or occupancy         
agreement, and may be cancelled by the cooperative for failure by the           
tenant-stockholder to pay rent or other obligations or charges owed by the      
tenant-stockholder, including mechanics' liens against the cooperative apartment
building incurred by the tenant-stockholder. The proprietary lease or occupancy 
agreement generally permits the cooperative to terminate the lease or agreement 
if an obligor fails to make payments or defaults in the performance of covenants
required under it. Typically, the lender and the cooperative enter into a       
recognition agreement, which establishes the rights and obligations of both     
parties upon a default by the tenant-stockholder on its obligations under the   
proprietary lease or occupancy agreement. A default by the tenant-stockholder   
under the proprietary lease or occupancy agreement will usually constitute a    
default under the security agreement between the lender and the                 
tenant-stockholder.                                                             

 The recognition agreement generally provides that, if the
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the cooperative will take no action to terminate the lease or        
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the cooperative will recognize the  

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lender's lien against proceeds from the sale of the cooperative apartment,      
subject, however, to the cooperative's right to sums due under the proprietary  
lease or occupancy agreement. The total amount owed to the cooperative by the   
tenant-stockholder, which the lender generally cannot restrict and does not     
monitor, could reduce the value of the collateral below the outstanding         
principal balance of the cooperative loan and accrued and unpaid interest on it.

      Recognition agreements also provide that upon foreclosure of a
cooperative loan, the lender must obtain the approval or consent of the         
cooperative as required by the proprietary lease before transferring the        
cooperative shares or assigning the proprietary lease. Generally, the lender is 
not limited in any rights it may have to dispossess the tenant-stockholders.    

        In some states, such as New York, foreclosure on the cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9 
of the UCC and the security agreement relating to those shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner.    
Whether a foreclosure sale has been conducted in a "commercially reasonable"    
manner will depend on the facts in each case. In determining commercial         
reasonableness, a court will look to the notice given the debtor and the method,
manner, time, place and terms of the foreclosure. Generally, a sale conducted   
according to the usual practice of banks selling similar collateral will be     
considered reasonably conducted.                                                

           Article 9 of the UCC provides that the proceeds of the sale will be
applied first to pay the costs and expenses of the sale and then to satisfy the 
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the cooperative to receive sums due under the        
proprietary lease or occupancy agreement. If there are proceeds remaining, the  
lender must account to the tenant-stockholder for the surplus. Conversely, if a 
portion of the indebtedness remains unpaid, the tenant-stockholder is generally 
responsible for the deficiency. See "Anti-Deficiency Legislation and Other      
Limitations on Lenders."                                                        

        In the case of foreclosure on a building converted from a rental
building to a building owned by a cooperative under a non-eviction plan, some   
states require that a purchaser at a foreclosure sale take the property subject 
to rent control and rent stabilization laws that apply to certain tenants who   
elected to remain in the building but who did not purchase shares in the        
cooperative when the building was so converted.                                 

Rights of Redemption                                                            

  In some states after a sale pursuant to a deed of trust or
foreclosure of a mortgage, the borrower and certain foreclosed junior lienors   
are given a statutory period in which to redeem the property from the           
foreclosure sale. In certain other states, including California, this right of  
redemption applies only to sales following judicial foreclosure, and not to     
sales pursuant to a non-judicial power of sale. In New York, the borrower may   
not redeem the property after a foreclosure sale. In most states where the right
of redemption is available, statutory redemption may occur upon payment of the  
foreclosure purchase price, accrued interest and taxes. In some states, the     
right to redeem is an equitable right. The effect of a right of redemption is to
diminish the ability of the lender to sell the foreclosed property. The exercise
of a right of redemption would defeat the title of any purchaser at a           
foreclosure sale, or of any purchaser from the lender after judicial foreclosure
or sale under a deed of trust. Consequently, the practical effect of the        
redemption right is to force the lender to retain the property and pay the      
expenses of ownership until the redemption period has run.                      

Anti-Deficiency Legislation and Other Limitations on Lenders                    

         Certain states have imposed statutory restrictions that limit the
remedies of a beneficiary under a deed of trust or a mortgagee under a mortgage.
In some states, including California and New York, statutes limit the right of  
the beneficiary or mortgagee to obtain a deficiency judgment against the        
borrower following foreclosure or a sale under a deed of trust. A deficiency    
judgment is a personal judgment against the borrower equal in most cases to the 
difference between the amount due to the lender and the current fair market     
value of the property at the time of the foreclosure sale. As a result of these 
prohibitions, it is anticipated that in most instances the servicer will utilize
the non-judicial foreclosure remedy and will not seek deficiency judgments      
against defaulting mortgagors.                                                  

       Some state statutes may require the beneficiary or mortgagee to
exhaust the security afforded under a deed of trust or mortgage by foreclosure  
in an attempt to satisfy the full debt before bringing a personal action against
the                                                                             

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borrower. In certain other states, such as New York, the lender has the option  
of bringing a personal action against the borrower on the debt without first    
exhausting that security. However, in some of these states, following judgment  
on a personal action, the lender may be considered to have elected a remedy and 
may be precluded from exercising other remedies with respect to the security.   
Consequently, the practical effect of the election requirement, when applicable,
is that lenders will usually proceed first against the security rather than     
bringing a personal action against the borrower.                                

      In some states, exceptions to the anti-deficiency statutes are
provided for in certain instances where the value of the lender's security has  
been impaired by acts or omissions of the borrower, for example, upon waste of  
the property.                                                                   

        In addition to anti-deficiency and related legislation, numerous
other federal and state statutory provisions, including the federal bankruptcy  
laws, the federal Servicemembers Civil Relief Act and state laws affording      
relief to debtors, may interfere with or affect the ability of the secured      
mortgage lender to realize on its security. For example, in a proceeding under  
the federal Bankruptcy Code, a lender may not foreclose on a mortgaged property 
without the permission of the bankruptcy court. And in certain instances a      
bankruptcy court may allow a borrower to reduce the monthly payments, change the
rate of interest, and alter the mortgage loan repayment schedule for under      
collateralized mortgage loans. The effect of these types of proceedings can be  
to cause delays in receiving payments on the loans underlying certificates and  
even to reduce the aggregate amount of payments on the loans underlying         
certificates.                                                                   

           The federal tax laws provide priority to certain tax liens over the
lien of a mortgage or secured party. Numerous federal and state consumer        
protection laws impose substantive requirements upon mortgage lenders in        
connection with the origination, servicing and enforcement of mortgage loans.   
These laws include the federal Truth-in-Lending Act, Real Estate Settlement     
Procedures Act, Equal Credit Opportunity Act, Fair Credit Billing Act, Fair     
Credit Reporting Act and related statutes and regulations. These federal and    
state laws impose specific statutory liabilities on lenders who fail to comply  
with the provisions of the law. In some cases, this liability may affect        
assignees of the loans or contracts.                                            

          Generally, Article 9 of the UCC governs foreclosure on cooperative
shares and the related proprietary lease or occupancy agreement. Some courts    
have interpreted section 9-504 of the UCC to prohibit a deficiency award unless 
the creditor establishes that the sale of the collateral (which, in the case of 
a cooperative loan, would be the shares of the cooperative and the related      
proprietary lease or occupancy agreement) was conducted in a commercially       
reasonable manner.                                                              

Environmental Risks                                                             

       Real property pledged as security to a lender may be subject to
unforeseen environmental risks. Environmental remedial costs can be substantial 
and can potentially exceed the value of the property. Under the laws of certain 
states, contamination of a property may give rise to a lien on the property to  
assure the payment of the costs of clean-up. In several states that lien has    
priority over the lien of an existing mortgage against the property. In         
addition, under the federal Comprehensive Environmental Response, Compensation  
and Liability Act of 1980 ("CERCLA"), the EPA may impose a lien on property     
where EPA has incurred clean-up costs. However, a CERCLA lien is subordinate to 
pre-existing, perfected security interests.                                     

          Under the laws of some states, and under CERCLA, it is conceivable
that a secured lender may be held liable as an "owner" or "operator" for the    
costs of addressing releases or threatened releases of hazardous substances at a
mortgaged property, even though the environmental damage or threat was caused by
a prior or current owner or operator. CERCLA imposes liability for those costs  
on any and all "potentially responsible parties," including "owners" or         
"operators." However, CERCLA excludes from the definition of "owner or operator"
a secured creditor who holds indicia of ownership primarily to protect its      
security interest (the "secured creditor exemption") but without "participating 
in the management" of the property. Thus, if a lender's activities encroach on  
the actual management of a contaminated facility or property, the lender may    
incur liability as an "owner or operator" under CERCLA. Similarly, if a lender  
forecloses and takes title to a contaminated facility or property, the lender   
may incur CERCLA liability in various circumstances, including, but not limited 
to, when it fails to market the property in a timely fashion.                   

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           Whether actions taken by a lender would constitute participation in
the management of a mortgaged property so as to render the secured creditor     
exemption unavailable to a lender, was historically a matter of judicial        
interpretation of the statutory language. Court decisions were inconsistent and,
in fact, in 1990, the Court of Appeals for the Eleventh Circuit suggested that  
the mere capacity of the lender to influence a borrower's decisions regarding   
disposal of hazardous substances was sufficient participation in the management 
of a borrower's business to deny the protection of the secured creditor         
exemption to the lender. In 1996, Congress enacted the Asset Conservation,      
Lender Liability and Deposit Insurance Protection Act ("Asset Conservation      
Act"), which provides that, in order to be deemed to have participated in the   
management of a mortgaged property, a lender must actually participate in the   
operational affairs of the property. The Asset Conservation Act also provides   
that participation in the management of the property does not include merely    
having the capacity to influence, or unexercised right to control operations.   
Rather, a lender will lose the protection of the secured creditor exemption only
if it (a) exercises decision-making control over the borrower's environmental   
compliance and hazardous substance handling and disposal practices at the       
property, or (b) exercises control comparable to the manager of the property, so
that the lender has assumed responsibility for (i) "the overall management of   
the facility encompassing day-to-day decision-making with respect to            
environmental compliance" or (ii) "over all or substantially all of the         
operational functions" of the property other than environmental compliance.     

           If a lender is or becomes liable, it may be able to bring an action
for contribution under CERCLA or other statutory or common laws against any     
other "potentially responsible parties," including a previous owner or operator,
who created the environmental hazard and who has not settled its liability with 
the government, but those persons or entities may be bankrupt or otherwise      
judgment proof. The costs associated with environmental cleanup may be          
substantial. It is conceivable that the costs arising from the circumstances set
forth above would result in a loss to securityholders.                          

    CERCLA does not apply to petroleum products, and the secured
creditor exemption does not govern liability for cleanup costs under state laws 
or under federal laws other than CERCLA, including Subtitle I of the federal    
Resource Conservation and Recovery Act ("RCRA"), which regulates underground    
petroleum storage tanks (except heating oil tanks). The EPA has adopted a lender
liability rule for underground storage tanks under Subtitle I of RCRA. Under    
that rule, a holder of a security interest in an underground storage tank or    
real property containing an underground storage tank is not considered an       
operator of the underground storage tank as long as petroleum is not added to,  
stored in or dispensed from the tank. Moreover, under the Asset Conservation    
Act, the protections accorded to lenders under CERCLA are also accorded to      
holders of security interests in underground petroleum storage tanks or the     
properties on which they are located. A lender will lose the protections        
accorded to secured creditors under federal law for petroleum underground       
storage tanks by "participating in the management" of the tank or tank system if
the lender either: (a) "exercises decisionmaking control over the operational"  
aspects of the tank or tank system; or (b) exercises control comparable to a    
manager of the property, so that the lender has assumed responsibility for      
overall management of the property including day-to-day decision making with    
regard to all, or substantially all, operational aspects. It should be noted,   
however, that liability for cleanup of petroleum contamination may be governed  
by state law, which may not provide for any specific protection for secured     
creditors.                                                                      

         While the "owner" or "operator" of contaminated property may face
liability for investigating and cleaning up the property, regardless of fault,  
it may also be required to comply with environmental regulatory requirements,   
such as those governing asbestos. In addition, the presence of asbestos, mold,  
lead-based paint, lead in drinking water, and/or radon at a real property may   
lead to the incurrence of costs for remediation, mitigation or the              
implementation of an operations and maintenance plan. Furthermore, the presence 
of asbestos, mold, lead-based paint, lead in drinking water, radon and/or       
contamination at a property may present a risk that third parties will seek     
recovery from "owners" or "operators" of that property for personal injury or   
property damage. Environmental regulatory requirements for property "owners" or 
"operators," or law that is the basis for claims of personal injury or property 
damage, may not have exemptions for secured creditors.                          

          In general, at the time the loans were originated no environmental
assessment, or a very limited environmental assessment, of the mortgaged        
properties was conducted.                                                       

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Due-on-sale Clauses                                                             

 Generally, each conventional mortgage loan will contain a
due-on-sale clause which will generally provide that if the mortgagor or obligor
sells, transfers or conveys the mortgaged property, the loan may be accelerated 
by the mortgagee. In recent years, court decisions and legislative actions have 
placed substantial restriction on the right of lenders to enforce these clauses 
in many states. For instance, the California Supreme Court in August 1978 held  
that due-on-sale clauses were generally unenforceable. However, the Garn-St     
Germain Depository Institutions Act of 1982 (the "Garn-St Germain Act"), subject
to specified exceptions, preempts state constitutional, statutory and case law  
prohibiting the enforcement of due-on-sale clauses. As to loans secured by an   
owner-occupied residence, the Garn-St Germain Act sets forth nine specific      
instances in which a mortgagee covered by the Garn-St Germain Act may not       
exercise its rights under a due-on-sale clause, notwithstanding the fact that a 
transfer of the property may have occurred. The inability to enforce a          
due-on-sale clause may result in transfer of the related mortgaged property to  
an uncreditworthy person, which could increase the likelihood of default or may 
result in a mortgage bearing an interest rate below the current market rate     
being assumed by a new home buyer, which may affect the average life of the     
mortgage loans and the number of mortgage loans which may extend to maturity.   

Prepayment Charges                                                              

       Under certain state laws, prepayment charges may not be imposed
after a certain period of time following the origination of mortgage loans with 
respect to prepayments on loans secured by liens encumbering owner-occupied     
residential properties. Since many of the mortgaged properties will be          
owner-occupied, it is anticipated that prepayment charges may not be imposed on 
many of the mortgage loans. The absence of this restraint on prepayment,        
particularly with respect to fixed rate mortgage loans having higher mortgage   
rates, may increase the likelihood of refinancing or other early retirement of  
the loans or contracts.                                                         

Applicability of Usury Laws                                                     

        Title V of the depository Institutions Deregulation and Monetary
Control Act of 1980, enacted in March 1980 ("Title V"), provides that state     
usury limitations shall not apply to certain types of residential first mortgage
loans originated by certain lenders after March 31, 1980. The Office of Thrift  
Supervision, as successor to the Federal Home Loan Bank Board, is authorized to 
issue rules and regulations and to publish interpretations governing            
implementation of Title V. The statute authorized the states to reimpose        
interest rate limits by adopting, before April 1, 1983, a law or constitutional 
provision that expressly rejects an application of the federal law. In addition,
even where Title V is not so rejected, any state is authorized by the law to    
adopt a provision limiting discount points or other charges on mortgage loans   
covered by Title V. Certain states have taken action to reimpose interest rate  
limits or to limit discount points or other charges, or both.                   

Servicemembers Civil Relief Act                                                 

         Generally, under the terms of the Servicemembers Civil Relief Act
(the "Relief Act"), a borrower who enters military service after the origination
of the borrower's mortgage loan (including a borrower who is a member of the    
National Guard or is in reserve status at the time of the origination of the    
mortgage loan and is later called to active duty) may not be charged interest   
above an annual rate of 6% during the period of the borrower's active duty      
status, unless a court orders otherwise upon application of the lender. It is   
possible that this interest rate limitation could have an effect, for an        
indeterminate period of time, on the ability of the servicer to collect full    
amounts of interest on some of the mortgage loans. Unless the applicable        
prospectus supplement provides a special feature for a particular trust fund,   
any shortfall in interest collections resulting from the application of the     
Relief Act could result in losses to the holders of the certificates. In        
addition, the Relief Act imposes limitations which would impair the ability of  
the servicer to foreclose on an affected mortgage loan during the borrower's    
period of active duty status. Thus, if an affected mortgage loan goes into      
default, there may be delays and losses occasioned by the inability to realize  
upon the mortgaged property in a timely fashion.                                

Material Federal Income Tax Consequences

     The following discussion is the opinion of Sidley Austin LLP,
counsel to the depositor, as to the material federal income tax consequences of 
the purchase, ownership, and disposition of certificates. The opinion of Sidley 

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Austin LLP is based on laws, regulations, administrative rulings, and judicial  
decisions now in effect, all of which are subject to change either prospectively
or retroactively. The following discussion does not describe aspects of federal 
tax law that are unique to insurance companies, securities dealers and investors
who hold certificates as part of a straddle within the meaning of Section 1092  
of the Code. Prospective investors are encouraged to consult their tax advisors 
regarding the federal, state, local, and any other tax consequences to them of  
the purchase, ownership, and disposition of certificates.                       

General                                                                         

           The federal income tax consequences to certificateholders will vary
depending on whether an election is made to treat the trust fund relating to a  
particular series of certificates as a REMIC under the Code. The prospectus     
supplement for each series of certificates will specify whether a REMIC election
will be made.                                                                   

Non-REMIC Certificates                                                          

   If a REMIC election is not made, the trust fund will not be
classified as an association taxable as a corporation and that each trust fund  
will be classified as a grantor trust under subpart E, Part I of subchapter J of
chapter 1 of subtitle A of the Code. In this case, owners of certificates will  
be treated for federal income tax purposes as owners of a portion of the trust  
fund's assets as described below. Sidley Austin LLP will issue an opinion       
confirming the above-stated conclusions for each trust fund for which no REMIC  
election is made.                                                               

a.    Single Class of Certificates                                  

         Characterization. The trust fund may be created with one class of
certificates. In this case, each certificateholder will be treated as the owner 
of a pro rata undivided interest in the interest and principal portions of the  
trust fund represented by the certificates and will be considered the equitable 
owner of a pro rata undivided interest in each of the mortgage loans in the     
Pool. Any amounts received by a certificateholder in lieu of amounts due with   
respect to any mortgage loans because of a default or delinquency in payment    
will be treated for federal income tax purposes as having the same character as 
the payments they replace.                                                      

        Each certificateholder will be required to report on its federal
income tax return in accordance with its method of accounting its pro rata share
of the entire income from the mortgage loans in the trust fund represented by   
certificates, including interest, original issue discount ("OID"), if any,      
prepayment charges, assumption fees, any gain recognized upon an assumption and 
late payment charges received by the servicer. Under Code Sections 162 or 212   
each certificateholder will be entitled to deduct its pro rata share of         
servicing fees, prepayment charges, assumption fees, any loss recognized upon an
assumption and late payment charges retained by the servicer, provided that the 
amounts are reasonable compensation for services rendered to the trust fund.    
Certificateholders that are individuals, estates or trusts will be entitled to  
deduct their share of expenses only to the extent expenses of the trust fund    
plus their other miscellaneous itemized deductions (as defined in the Code)     
exceed two percent of their adjusted gross income. A certificateholder using the
cash method of accounting must take into account its pro rata share of income   
and deductions as and when collected by or paid to the servicer. A              
certificateholder using an accrual method of accounting must take into account  
its pro rata share of income as it accrues, or when received if the income is   
received before it accrues, and must take into account its pro rata share of    
deductions as they accrue. If the servicing fees paid to the servicer are deemed
to exceed reasonable servicing compensation, the amount of any excess could be  
considered as an ownership interest retained by the servicer (or any person to  
whom the servicer assigned for value all or a portion of the servicing fees) in 
a portion of the interest payments on the mortgage loans. The mortgage loans    
would then be subject to the "coupon stripping" rules of the Code discussed     
below.                                                                          

Generally, as to each series of certificates:           

  o     a certificate owned by a "domestic building and loan
               association" within the meaning of Code Section 7701(a)(19)
                  representing principal and interest payments on mortgage loans
            will be considered to represent "loans ... secured by an
                interest in real property which is ... residential property"
                within the meaning of Code Section 7701(a)(19)(C)(v), to the
                  extent that the mortgage loans represented by that certificate
 are of a type described in that Code section;

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   o     a certificate owned by a real estate investment trust
                 representing an interest in mortgage loans will be considered
                to represent "real estate assets" within the meaning of Code
             Section 856(c)(4)(A), and interest income on the mortgage
                loans will be considered "interest on obligations secured by
                  mortgages on real property" within the meaning of Code Section
       856(c)(3)(B), to the extent that the mortgage loans
              represented by that certificate are of a type described in
that Code section; and                      

          o     a certificate owned by a REMIC will represent an "obligation
                ... which is principally secured, directly or indirectly, by
            an interest in real property" within the meaning of Code
Section 860G(a)(3).                         

        Buydown Loans. Certain trust funds may hold buydown loans. These
loans can be secured not only by a mortgage on real property but also by a      
pledged account that is drawn upon to subsidize the mortgagor's monthly mortgage
payments for a limited period of time. So long as the loan value of the real    
property at least equals the amount of the loan, then for purposes of the       
above-described requirements, the mortgage loan will be treated as fully secured
by real property. If the loan value of the real property is less than the amount
of the loan, then, a certificateholder could be required to treat the loan as   
one secured by an interest in real property only to the extent of the loan value
of the real property. The related prospectus supplement for any series of       
certificates will specify whether apportionment would be required.              

     Premium. The price paid for a certificate by a holder will be
allocated to the holder's undivided interest in each mortgage loan based on each
mortgage loan's relative fair market value, so that the holder's undivided      
interest in each mortgage loan will have its own tax basis. A certificateholder 
that acquires an interest in mortgage loans at a premium generally may elect to 
amortize the premium under a constant interest method, provided that the        
underlying mortgage loans with respect to the mortgage loans were originated.   
Amortizable bond premium will be treated as an offset to interest income on the 
certificate. The basis for the certificate will be reduced to the extent that   
amortizable premium is applied to offset interest payments.                     

          If a reasonable prepayment assumption is used to amortize premium,
it appears that any loss would be available, if at all, only if prepayments have
occurred at a rate faster than the reasonable assumed prepayment rate. It is not
clear whether any other adjustments would be required to reflect differences    
between an assumed prepayment rate and the actual rate of prepayments.          

           Regulations dealing with amortizable bond premium (the "Amortizable
Bond Premium Regulations") do not apply to prepayable debt instruments subject  
to Code Section 1272(a)(6). Absent further guidance from the IRS, the trustee   
intends to account for amortizable bond premium in the manner described above.  
Prospective purchasers of the certificates are encouraged to consult their tax  
advisors regarding the possible application of the Amortizable Bond Premium     
Regulations.                                                                    

        Original Issue Discount. The IRS has stated in published rulings
that, in circumstances similar to those described in this prospectus, the       
special rules of the Code relating to "original issue discount" (currently Code 
Sections 1271 through 1273 and 1275) will be applicable to a certificateholder's
interest in those mortgage loans meeting the conditions necessary for these     
sections to apply. OID generally must be reported as ordinary gross income as it
accrues under a constant interest method. See "--Multiple Classes of            
Certificates--Certificates Representing Interests in Loans Other Than ARM       
Loans."                                                                         

       Market Discount. A certificateholder that acquires an undivided
interest in mortgage loans may be subject to the market discount rules of Code  
Sections 1276 through 1278 to the extent an undivided interest in a mortgage    
loan is considered to have been purchased at a "market discount." The amount of 
market discount is equal to the excess of the portion of the principal amount of
the mortgage loan allocable to the holder's undivided interest in the mortgage  
loans over the holder's tax basis in the undivided interest. Market discount    
with respect to a certificate will be considered to be zero if the amount       
allocable to the certificate is less than 0.25% of the certificate's stated     
redemption price at maturity multiplied by the weighted average maturity        
remaining after the date of purchase. Treasury regulations implementing the     
market discount rules have not yet been issued; therefore, investors are        
encouraged to consult their own tax advisors regarding the application of these 
rules and the advisability of making any of the elections allowed under Code    
Sections 1276 through 1278.                                                     

   The Code provides that any principal payment or any gain on
disposition of a market discount bond shall generally be treated as ordinary    
income to the extent that it does not exceed the accrued market discount at the 
time                                                                            

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of the payment. The amount of accrued market discount for purposes of           
determining the tax treatment of subsequent principal payments or dispositions  
of the market discount bond is to be reduced by the amount so treated as        
ordinary income.                                                                

       The Code also grants the Treasury Department authority to issue
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
Although the Treasury Department has not yet issued regulations, rules described
in the relevant legislative history describes how market discount should be     
accrued on instruments bearing market discount. According to the legislative    
history, the holder of a market discount bond may elect to accrue market        
discount either on the basis of a constant interest rate or according to one of 
the following methods. If a certificate is issued with OID, the amount of market
discount that accrues during any accrual period would be equal to the product of
the total remaining market discount and a fraction, the numerator of which is   
the OID accruing during the period and the denominator of which is the total    
remaining OID at the beginning of the accrual period. For certificates issued   
without OID, the amount of market discount that accrues during a period is equal
to the product of the total remaining market discount and a fraction, the       
numerator of which is the amount of stated interest paid during the accrual     
period and the denominator of which is the total amount of stated interest      
remaining to be paid at the beginning of the accrual period. For purposes of    
calculating market discount under any of these methods in the case of           
instruments that provide for payments that may be accelerated due to prepayments
of other obligations securing the instruments, the same prepayment assumption   
applicable to calculating the accrual of OID will apply.                        

            A holder who acquired a certificate at a market discount also may be
required to defer, until the maturity date of the certificate or its earlier    
disposition in a taxable transaction, the deduction of a portion of the amount  
of interest that the holder paid or accrued during the taxable year on          
indebtedness incurred or maintained to purchase or carry the certificate in     
excess of the aggregate amount of interest (including OID) includible in the    
holder's gross income for the taxable year with respect to the certificate. The 
amount of the net interest expense deferred in a taxable year may not exceed the
amount of market discount accrued on the certificate for the days during the    
taxable year on which the holder held the certificate and, in general, would be 
deductible when the market discount is includible in income. The amount of any  
remaining deferred deduction is to be taken into account in the taxable year in 
which the certificate matures or is disposed of in a taxable transaction. In the
case of a disposition in which gain or loss is not recognized in whole or in    
part, any remaining deferred deduction will be allowed to the extent of gain    
recognized on the disposition. This deferral rule does not apply if the         
certificateholder elects to include the market discount in income currently as  
it accrues on all market discount obligations acquired by the certificateholder 
in that taxable year or thereafter.                                             

           Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de       
minimis market or original issue discount) and premium in income as interest,   
based on a constant yield method. If an election to treat all interest as OID   
were to be made with respect to a certificate with market discount, the         
certificateholder would be deemed to have made an election to include in income 
currently market discount with respect to all other debt instruments having     
market discount that the certificateholder acquires during the year of the      
election or thereafter. Similarly, a certificateholder that makes this election 
for a certificate that is acquired at a premium will be deemed to have made an  
election to amortize bond premium with respect to all debt instruments having   
amortizable bond premium that the certificateholder owns or acquires. See       
"--Single Class of Certificates--Premium." The election to accrue interest,     
discount and premium on a constant yield method with respect to a certificate   
cannot be revoked without the consent of the IRS.                               

b.    Multiple Classes of Certificates                              

1. Stripped Bonds and Stripped Coupons                  

         Pursuant to Code Section 1286, the separation of ownership of the
right to receive some or all of the interest payments on an obligation from     
ownership of the right to receive some or all of the principal payments results 
in the creation of "stripped bonds" with respect to principal payments and      
"stripped coupons" with respect to interest payments. For purposes of Code      
Sections 1271 through 1288, Code Section 1286 treats a stripped bond or a       
stripped coupon as an obligation issued on the date that the stripped interest  
is created. If a trust fund is created with two classes of certificates, one    
class of certificates may represent the right to principal and interest, or     
principal only, on all or a portion of the mortgage loans (the "Stripped Bond   
Certificates"), while the second class of certificates                          

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may represent the right to some or all of the interest on the same mortgage     
loans (the "Stripped Coupon Certificates").                                     

      Servicing fees in excess of reasonable servicing fees ("excess
servicing") will be treated under the stripped bond rules. If the excess        
servicing fee is less than 100 basis points (i.e., 1% interest on the mortgage  
loan principal balance) or the certificates are initially sold with a de minimis
discount (which amount may be calculated without a prepayment assumption), any  
non-de minimis discount arising from a subsequent transfer of the certificates  
should be treated as market discount. The IRS appears to require that reasonable
servicing fees be calculated on a mortgage loan by mortgage loan basis, which   
could result in some mortgage loans being treated as having more than 100 basis 
points of interest stripped off. See "--Non-REMIC Certificates" and "Multiple   
Classes of Senior Certificates--Stripped Bonds and Stripped Coupons."           

         Although current authority is not entirely clear, a Stripped Bond
Certificate should be treated as an interest in mortgage loans issued on the day
the certificate is purchased for purposes of calculating any OID. Generally, if 
the discount on a mortgage loan is larger than a de minimis amount (as          
calculated for purposes of the OID rules) a purchaser of the certificate will be
required to accrue the discount under the OID rules of the Code. See            
"--Non-REMIC Certificates" and "--Single Class of Certificates--Original Issue  
Discount." However, a purchaser of a Stripped Bond Certificate will be required 
to account for any discount on the mortgage loans as market discount rather than
OID if either the amount of OID with respect to the mortgage loan is treated as 
zero under the OID de minimis rule when the certificate was stripped or no more 
than 100 basis points (including any amount of servicing fees in excess of      
reasonable servicing fees) is stripped off of the trust fund's mortgage loans.  

    The precise tax treatment of Stripped Coupon Certificates is
substantially uncertain. The Code could be read literally to require that OID   
computations be made for each payment from each mortgage loan. However, it      
appears that all payments from a mortgage loan underlying a Stripped Coupon     
Certificate should be treated as a single installment obligation subject to the 
OID rules of the Code, in which case, all payments from the mortgage loan would 
be included in the mortgage loan's stated redemption price at maturity for      
purposes of calculating income on the Stripped Coupon Certificate under the OID 
rules of the Code.                                                              

          Based on current authority it is unclear under what circumstances,
if any, the prepayment of mortgage loans will give rise to a loss to the holder 
of a Stripped Bond Certificate purchased at a premium or a Stripped Coupon      
Certificate. If the certificate is treated as a single instrument (rather than  
an interest in discrete mortgage loans) and the effect of prepayments is taken  
into account in computing yield with respect to the certificate, it appears that
no loss will be available as a result of any particular prepayment unless       
prepayments occur at a rate faster than the assumed prepayment rate. However, if
a certificate is treated as an interest in discrete mortgage loans, or if no    
prepayment assumption is used, then when a mortgage loan is prepaid, any        
certificate so treated should be able to recognize a loss equal to the portion  
of the unrecovered premium of the certificate that is allocable to the mortgage 
loan.                                                                           

 Holders of Stripped Bond Certificates and Stripped Coupon
Certificates are encouraged to consult with their own tax advisors regarding the
proper treatment of these certificates for federal income tax purposes.         

            2. Certificates Representing Interests in Loans Other Than ARM Loans

            The original issue discount rules of Code Sections 1271 through 1275
will generally be applicable to mortgages of corporations originated after May  
27, 1969, mortgages of noncorporate mortgagors (other than individuals)         
originated after July 1, 1982, and mortgages of individuals originated after    
March 2, 1984. Under the OID Regulations, original issue discount could arise by
the charging of points by the originator of the mortgage in an amount greater   
than the statutory de minimis exception, including a payment of points that is  
currently deductible by the borrower under applicable Code provisions, or under 
certain circumstances, by the presence of "teaser" rates (i.e., the initial     
rates on the mortgage loans are lower than subsequent rates on the mortgage     
loans) on the mortgage loans.                                                   

        OID on each certificate must be included in the owner's ordinary
income for federal income tax purposes as it accrues, in accordance with a      
constant interest method that takes into account the compounding of interest, in
advance of receipt of the cash attributable to the income. The amount of OID    
required to be included in an owner's income in any taxable year with respect to
a certificate representing an interest in mortgage loans other than             

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mortgage loans with interest rates that adjust periodically ("ARM Loans") likely
will be computed as described under "--Accrual of Original Issue Discount." The 
following discussion is based in part on Treasury regulations issued under Code 
Sections 1271 through 1273 and 1275 (the "OID Regulations") and in part on the  
provisions of the Tax Reform Act of 1986 (the "1986 Act"). The OID Regulations  
generally are effective for debt instruments issued on or after April 4, 1994,  
but may be relied upon as authority with respect to debt instruments issued     
after December 21, 1992. In applying these dates, the issued date of the        
mortgage loans should be used, or, in the case of Stripped Bond Certificates or 
Stripped Coupon Certificates, the date the certificates are acquired. The holder
of a certificate should be aware, however, that the OID Regulations do not      
adequately address certain issues relevant to prepayable securities.            

           Under the Code, the mortgage loans underlying the certificates will
be treated as having been issued on the date they were originated with an amount
of OID equal to the excess of the mortgage loan's stated redemption price at    
maturity over its issue price. The issue price of a mortgage loan is generally  
the amount lent to the mortgagee, which may be adjusted to take into account    
certain loan origination fees. The stated redemption price at maturity of a     
mortgage loan is the sum of all payments to be made on the mortgage loan other  
than payments that are treated as qualified stated interest payments. The       
accrual of this OID, as described under "--Accrual of Original Issue Discount," 
will, unless otherwise specified in the related prospectus supplement, utilize  
the original yield to maturity of the certificates calculated based on a        
reasonable assumed prepayment rate for the mortgage loans underlying the        
certificates (the "Prepayment Assumption"), and will take into account events   
that occur during the calculation period. The legislative history of the 1986   
Act (the "Legislative History") provides, however, that the regulations will    
require that the Prepayment Assumption be the prepayment assumption that is used
in determining the offering price of the certificate. No representation is made 
that any certificate will prepay at the Prepayment Assumption or at any other   
rate. However, no other legal authority provides guidance with regard to the    
proper method for accruing OID on obligations that are subject to prepayment,   
and, until further guidance is issued, the servicer intends to calculate and    
report OID under the method described in "--Accrual of Original Issue Discount."

     Accrual of Original Issue Discount. Generally, the owner of a
certificate must include in gross income the sum of the "daily portions," as    
defined below, of the OID on any certificate for each day on which it owns the  
certificate, including the date of purchase but excluding the date of           
disposition. In the case of an original owner, the daily portions of OID with   
respect to each component generally will be determined as set forth under the   
OID Regulations. A calculation will be made by the servicer or other entity     
specified in the related prospectus supplement of the portion of OID that       
accrues during each successive monthly accrual period (or shorter period from   
the date of original issue) that ends on the day in the calendar year           
corresponding to each of the distribution dates on the certificates (or the day 
before each date). This will be done, in the case of each full month accrual    
period, by adding the present value at the end of the accrual period (determined
by using as a discount factor the original yield to maturity of the respective  
component under the Prepayment Assumption) of all remaining payments to be      
received under the Prepayment Assumption on the respective component and any    
payments received during the same accrual period, and subtracting from that     
total the "adjusted issue price" of the respective component at the beginning of
the same accrual period. The adjusted issue price of a certificate at the       
beginning of the first accrual period is its issue price; the adjusted issue    
price of a certificate at the beginning of a subsequent accrual period is the   
adjusted issue price at the beginning of the immediately preceding accrual      
period plus the amount of OID allocable to that accrual period reduced by the   
amount of any payment made at the end of or during that accrual period. The OID 
accruing during the accrual period will then be divided by the number of days in
the period to determine the daily portion of OID for each day in the period.    
With respect to an initial accrual period shorter than a full monthly accrual   
period, the daily portions of OID must be determined according to an appropriate
allocation under any reasonable method.                                         

            Original issue discount generally must be reported as ordinary gross
income as it accrues under a constant interest method that takes into account   
the compounding of interest as it accrues rather than when received. However,   
the amount of original issue discount includible in the income of a holder of an
obligation is reduced when the obligation is acquired after its initial issuance
at a price greater than the sum of the original issue price and the previously  
accrued original issue discount, less prior payments of principal. Accordingly, 
if mortgage loans acquired by a certificateholder are purchased at a price equal
to the then unpaid principal amount of those mortgage loans, no original issue  
discount attributable to the difference between the issue price and the original
principal amount of those mortgage loans (e.g., due to points) will be          
includible by the holder. Other original issue discount on the mortgage loans   
(e.g., that arising from a "teaser" rate) would still need to be accrued.       

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3. Certificates Representing Interests in ARM Loans     

        The OID Regulations do not address the treatment of instruments,
such as the certificates, which represent interests in ARM Loans. Additionally, 
the IRS has not issued guidance under the Code's coupon stripping rules with    
respect to instruments that represent interests in ARM Loans. In the absence of 
any authority, the trustee will report OID on certificates attributable to ARM  
Loans ("Stripped ARM Obligations") to holders in a manner it believes is        
consistent with the rules described under the heading "--Certificates           
Representing Interests in Loans Other Than ARM Loans" and with the OID          
Regulations. As such, for purposes of projecting the remaining payments and the 
projected yield, the assumed rate payable on the ARM Loans will be the fixed    
rate equivalent on the issue date. Application of these rules may require       
inclusion of income on a Stripped ARM Obligation in advance of the receipt of   
cash attributable to the income. Further, the addition of interest deferred due 
to negative amortization ("Deferred Interest") to the principal balance of an   
ARM Loan may require the inclusion of the interest deferred due to negative     
amortization in the income of the certificateholder when it accrues.            
Furthermore, the addition of Deferred Interest to the certificate's principal   
balance will result in additional income (including possibly OID income) to the 
certificateholder over the remaining life of the certificates.                  

       Because the treatment of Stripped ARM Obligations is uncertain,
investors are encouraged to consult their tax advisors regarding how income will
be includible with respect to the certificates.                                 

c.    Sale or Exchange of a Certificate                             

            Sale or exchange of a certificate before its maturity will result in
gain or loss equal to the difference, if any, between the amount received and   
the owner's adjusted basis in the certificate. The adjusted basis of a          
certificate generally will equal the seller's purchase price for the            
certificate, increased by the OID included in the seller's gross income with    
respect to the certificate, and reduced by principal payments on the certificate
previously received by the seller. The gain or loss will be capital gain or loss
to an owner for which a certificate is a "capital asset" within the meaning of  
Code Section 1221, and will be long-term or short-term depending on whether the 
certificate has been owned for the long-term capital gain holding period        
(currently more than one year).                                                 

       The certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a certificate by a bank or a thrift institution to which that section applies
will be ordinary income or loss.                                                

d.    Non-U.S. Persons                                              

          Generally, to the extent that a certificate evidences ownership in
underlying mortgage loans that were issued on or before July 18, 1984, interest 
or OID paid by the person required to withhold tax under Code Section 1441 or   
1442 to an owner that is not a U.S. Person or a certificateholder holding on    
behalf of an owner that is not a U.S. Person will be subject to federal income  
tax, collected by withholding, at a rate of 30% or any lower rate provided for  
interest by an applicable tax treaty. Accrued OID recognized by the owner on the
sale or exchange of a certificate also will be subject to federal income tax at 
the same rate. Generally, accrued OID payments would not be subject to          
withholding to the extent that a certificate evidences ownership in mortgage    
loans issued after July 18, 1984, by natural persons if the certificateholder   
complies with certain identification requirements (including delivery of a      
statement, signed by the certificateholder under penalties of perjury,          
certifying that the certificateholder is not a U.S. Person and providing the    
name and address of the certificateholder). Additional restrictions apply to    
mortgage loans where the mortgagor is not a natural person in order to qualify  
for the exemption from withholding. Any foreclosure property owned by the trust 
could be treated as a U.S. real property interest owned by certificateholders.  

As used in this prospectus, a "U.S. Person" means       

o     a citizen or resident of the United States,       

            o     a corporation or a partnership (including an entity treated as
            a corporation or partnership for U.S. federal income tax
                  purposes) organized in or created under the laws of the United
           States or any State thereof or the District of Columbia
             (unless in the case of a partnership Treasury Regulations
provide otherwise),                         

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            o     an estate, the income of which from sources outside the United
               States is includible in gross income for federal income tax
               purposes regardless of its connection with the conduct of a
  trade or business within the United States, or

    o     a trust if a court within the United States is able to
               exercise primary supervision over the administration of the
                 trust and one or more United States persons have authority to
   control all substantial decisions of the trust.

In addition, U.S. Persons would include certain trusts that can elect to be     
treated as U.S. Persons. A "Non-U.S. Person" is a person other than a U.S.      
Person.                                                                         

            Except where specifically discussed, the discussion below deals with
a Non-U.S. Person who is not holding the certificates as part of its trade or   
business in the U.S., and because a Non-U.S. Person is not supposed to hold a   
Residual Certificate, this discussion does not address the consequences of a    
Non-U.S. Person holding the Residual Certificates. A Non-U.S. Person who is an  
individual or corporation (or an entity treated as a corporation for federal    
income tax purposes) holding the certificates on its own behalf will not be     
subject to United States federal income taxes on payments of principal, premium,
interest or original issue discount on a Security, unless such Non-U.S. Person  
is a direct or indirect 10% or greater shareholder of us, a controlled foreign  
corporation related to us or a bank receiving interest described in Code Section
881(c)(3)(A). To qualify for the exemption from taxation, the Withholding Agent,
as defined below, must have received a statement from the individual or         
corporation that (i) is signed under penalties of perjury by the beneficial     
owner of the Security, (ii) certifies that such owner is not a U.S. Holder, and 
(iii) provides the beneficial owner's name and address.                         

            A "Withholding Agent" is the last United States payor (or a non-U.S.
payor who is a qualified intermediary, U.S. branch of a foreign person, or      
withholding foreign partnership) in the chain of payment prior to payment to a  
Non-U.S. Person (which itself is not a Withholding Agent). Generally, this      
statement is made on an IRS Form W-8BEN ("W-8BEN"), which is effective for the  
remainder of the year of signature plus three full calendar years unless a      
change in circumstances makes any information on the form incorrect.            
Notwithstanding the preceding sentence, a W-8BEN with a U.S. taxpayer           
identification number will remain effective until a change in circumstances     
makes any information on the form incorrect, provided that the Withholding Agent
reports at least annually to the beneficial owner on IRS Form 1042-S. The       
beneficial owner must inform the Withholding Agent within 30 days of such change
and furnish a new W-8BEN. A Non-U.S. Person who is not an individual or         
corporation (or an entity treated as a corporation for federal income tax       
purposes) holding the certificates on its own behalf may have substantially     
increased reporting requirements. In particular, in the case of certificates    
held by a foreign partnership (or foreign trust), the partners (or              
beneficiaries) rather than the partnership (or trust) will be required to       
provide the certification discussed above, and the partnership (or trust) will  
be required to provide certain additional information.                          

  A foreign Security holder whose income with respect to its
investment in a Security is effectively connected with the conduct of a U.S.    
trade or business would generally be taxed as if the holder was a U.S. person   
provided the holder provides to the Withholding Agent an IRS Form W-8ECI.       

         Certain securities clearing organizations, and other entities who
are not beneficial owners, may be able to provide a signed statement to the     
Withholding Agent. However, in such case, the signed statement may require a    
copy of the beneficial owner's W-8BEN (or the substitute form).                 

          Generally, a Non-U.S. Person will not be subject to federal income
taxes on any amount which constitutes capital gain upon retirement or           
disposition of a Security, unless such Non-U.S. Person is an individual who is  
present in the United States for 183 days or more in the taxable year of the    
disposition and such gain is derived from sources within the United States.     
Certain other exceptions may be applicable, and a Non-U.S. Person should consult
its tax advisor in this regard.                                                 

           The certificates will not be includible in the estate of a Non-U.S.
Person unless the individual is a direct or indirect 10% or greater shareholder 
of us or, at the time of such individual's death, payments in respect of the    
certificates would have been effectively connected with the conduct by such     
individual of a trade or business in the United States.                         

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         Prospective investors are strongly urged to consult their own tax
advisors with respect to the Withholding Regulations.                           

e.    Backup Withholding                                            

           Backup withholding of United States federal income tax may apply to
payments made in respect of the certificates to registered owners who are not   
"exempt recipients" and who fail to provide certain identifying information     
(such as the registered owner's taxpayer identification number) in the required 
manner. Generally, individuals are not exempt recipients, whereas corporations  
and certain other entities generally are exempt recipients. Payments made in    
respect of the certificates to a U.S. Holder must be reported to the IRS, unless
the U.S. Holder is an exempt recipient or establishes an exemption. Compliance  
with the identification procedures described in the preceding section would     
establish an exemption from backup withholding for those non-U.S. Persons who   
are not exempt recipients.                                                      

     In addition, upon the sale of a certificate to (or through) a
broker, the broker must report the sale and withhold on the entire purchase     
price, unless either (a) the broker determines that the seller is a corporation 
or other exempt recipient or (b) the seller certifies that such seller is a     
non-U.S. Person (and certain other conditions are met).                         

        Certification of the registered owner's non-U.S. status would be
made normally on an IRS Form W-8BEN under penalties of perjury, although in     
certain cases it may be possible to submit other documentary evidence.          

      Any amounts withheld under the backup withholding rules from a
payment to a beneficial owner would be allowed as a refund or a credit against  
such beneficial owner's United States federal income tax provided the required  
information is furnished to the IRS.                                            

         Prospective investors are strongly urged to consult their own tax
advisors with respect to the Withholding Regulations.                           

REMIC Certificates                                                              

           The trust fund relating to a series of certificates may elect to be
treated as a REMIC. Qualification as a REMIC requires ongoing compliance with   
certain conditions. Although a REMIC is not generally subject to federal income 
tax (see, however "--Residual Certificates" and "--Prohibited Transactions"), if
a trust fund with respect to which a REMIC election is made fails to comply with
one or more of the ongoing requirements of the Code for REMIC status during any 
taxable year, including the implementation of restrictions on the purchase and  
transfer of the residual interests in a REMIC as described under "Residual      
Certificates," the Code provides that a trust fund will not be treated as a     
REMIC for that year and thereafter. In that event, the entity may be taxable as 
a separate corporation, and the related certificates (the "REMIC Certificates") 
may not be accorded the status or given the tax treatment described below. While
the Code authorizes the Treasury Department to issue regulations providing      
relief upon an inadvertent termination of the status of a trust fund as a REMIC,
no such regulations have been issued. Any relief, moreover, may be accompanied  
by sanctions, such as the imposition of a corporate tax on all or a portion of  
the REMIC's income for the period in which the requirements for REMIC status are
not satisfied. Assuming compliance with all provisions of the related pooling   
and servicing agreement, each trust fund that elects REMIC status will qualify  
as a REMIC, and the related certificates will be considered to be regular       
interests ("Regular Certificates") or residual interests ("Residual             
Certificates") in the REMIC. The related prospectus supplement for each series  
of certificates will indicate whether the trust fund will make a REMIC election 
and whether a class of certificates will be treated as a regular or residual    
interest in the REMIC. With respect to each trust fund for which a REMIC        
election is to be made, Sidley Austin LLP will issue an opinion confirming the  
conclusions expressed above concerning the status of the trust fund as a REMIC  
and the status of the certificates as representing regular or residual interests
in a REMIC.                                                                     

           In general, with respect to each series of certificates for which a
REMIC election is made, certificates held by a thrift institution taxed as a    
"domestic building and loan association" will constitute assets described in    
Code Section 7701(a)(19)(C); certificates held by a real estate investment trust
will constitute "real estate assets" within the meaning of Code Section         
856(c)(4)(A); and interest on certificates held by a real estate investment     
trust will be considered "interest on obligations secured by mortgages on real  
property" within the meaning of Code Section 856(c)(3)(B). If less than 95% of  
the REMIC's assets are assets qualifying under any of these Code sections, the  

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certificates will be qualifying assets only to the extent that the REMIC's      
assets are qualifying assets. In addition, payments on mortgage loans held      
pending distribution on the REMIC Certificates will be considered to be real    
estate assets for purposes of Code Section 856(c).                              

           In some instances the mortgage loans may not be treated entirely as
assets described in the foregoing sections. See, in this regard, the discussion 
of buydown loans contained in "--Non-REMIC Certificates--Single Class of        
Certificates." REMIC Certificates held by a real estate investment trust will   
not constitute "Government Securities" within the meaning of Code Section       
856(c)(4)(A), and REMIC Certificates held by a regulated investment company will
not constitute "Government Securities" within the meaning of Code Section       
851(b)(4)(A)(ii). REMIC Certificates held by certain financial institutions will
constitute "evidences of indebtedness" within the meaning of Code Section       
582(c)(1).                                                                      

   A "qualified mortgage" for REMIC purposes is any obligation
(including certificates of participation in an obligation) that is principally  
secured by an interest in real property and that is transferred to the REMIC    
within a prescribed time period in exchange for regular or residual interests in
the REMIC. The REMIC Regulations provide that manufactured housing or mobile    
homes (not including recreational vehicles, campers or similar vehicles) that   
are "single family residences" under Code Section 25(e)(10) will qualify as real
property without regard to state law classifications.                           

           Tiered REMIC Structures. For certain series of certificates, two or
more separate elections may be made to treat designated portions of the related 
trust fund as REMICs (respectively, the "Subsidiary REMIC" or "REMICs" and the  
"Master REMIC") for federal income tax purposes. Upon the issuance of such a    
series of certificates, assuming compliance with all provisions of the related  
pooling and servicing agreement, the Master REMIC as well as each Subsidiary    
REMIC will each qualify as a REMIC, and the REMIC Certificates issued by the    
Master REMIC and each Subsidiary REMIC, respectively, will be considered to     
evidence ownership of Regular Certificates or Residual Certificates in the      
related REMIC within the meaning of the REMIC provisions. With respect to each  
trust fund for which more than one REMIC election is to be made, Sidley Austin  
LLP will issue an opinion confirming the conclusions expressed above concerning 
the status of the Master REMIC and each Subsidiary REMIC as a REMIC and the     
status of the certificates as regular or residual interests in a REMIC.         

        Only REMIC Certificates, other than the residual interest in any
Subsidiary REMIC, issued by the Master REMIC will be offered under this         
prospectus. All Subsidiary REMICs and the Master REMIC will be treated as one   
REMIC solely for purposes of determining whether the REMIC Certificates will be 
"real estate assets" within the meaning of Code Section 856(c)(4)(A); whether   
the REMIC Certificates will be "loans secured by an interest in real property"  
under Code Section 7701(a)(19)(C); and whether the income on the certificates is
interest described in Code Section 856(c)(3)(B).                                

a.    Regular Certificates                                          

       General. Except as otherwise stated in this discussion, Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.  
Holders of Regular Certificates that otherwise report income under a cash method
of accounting will be required to report income with respect to Regular         
Certificates under an accrual method.                                           

            Original Issue Discount and Premium. The Regular Certificates may be
issued with OID. Generally, OID, if any, will equal the difference between the  
"stated redemption price at maturity" of a Regular Certificate and its "issue   
price." Holders of any class of certificates issued with OID will be required to
include OID in gross income for federal income tax purposes as it accrues, in   
accordance with a constant interest method based on the compounding of interest 
as it accrues rather than in accordance with receipt of the interest payments.  
Holders of Regular Certificates (the "Regular Certificateholders") should be    
aware, however, that the OID Regulations do not adequately address certain      
issues relevant to prepayable securities, such as the Regular Certificates.     

            Rules governing OID are set forth in Code Sections 1271 through 1273
and 1275. These rules require that the amount and rate of accrual of OID be     
calculated based on the Prepayment Assumption and the anticipated reinvestment  
rate, if any, relating to the Regular Certificates and prescribe a method for   
adjusting the amount and rate of accrual of the discount where the actual       
prepayment rate differs from the Prepayment Assumption. Under the Code, the     
Prepayment Assumption must be determined in the manner prescribed by            
regulations, which regulations                                                  

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have not yet been issued. The Legislative History provides, however, that       
Congress intended the regulations to require that the Prepayment Assumption be  
the prepayment assumption that is used in determining the initial offering price
of the Regular Certificates. The prospectus supplement for each series of       
Regular Certificates will specify the Prepayment Assumption to be used for the  
purpose of determining the amount and rate of accrual of OID. No representation 
is made that the Regular Certificates will prepay at the Prepayment Assumption  
or at any other rate.                                                           

          Regulations governing the calculation of OID on instruments having
contingent interest payments (the "Contingent Regulations") specifically do not 
apply for purposes of calculating OID on debt instruments subject to Code       
Section 1272(a)(6), such as the Regular Certificates. Additionally, the OID     
Regulations do not contain provisions specifically interpreting Code Section    
1272(a)(6). The trustee intends to base its computations on Code Section        
1272(a)(6) and the OID Regulations as described in this prospectus. However,    
because no regulatory guidance currently exists under Code Section 1272(a)(6),  
there can be no assurance that this methodology represents the correct manner of
calculating OID.                                                                

        In general, each Regular Certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its  
"stated redemption price at maturity" over its issue price. The issue price of a
Regular Certificate is the first price at which a substantial amount of Regular 
Certificates of that class are first sold to the public (excluding bond houses, 
brokers, underwriters or wholesalers). The issue price of a Regular Certificate 
also includes the amount paid by an initial certificateholder for accrued       
interest that relates to a period before the issue date of the Regular          
Certificate. The stated redemption price at maturity of a Regular Certificate   
includes the original principal amount of the Regular Certificate, but generally
will not include distributions of interest that constitute "qualified stated    
interest." Qualified stated interest generally means interest unconditionally   
payable at intervals of one year or less at a single fixed rate or qualified    
variable rate (as described below) during the entire term of the Regular        
Certificate. Interest is payable at a single fixed rate only if the rate        
appropriately takes into account the length of the interval between payments.   
Distributions of interest on Regular Certificates with respect to which Deferred
Interest will accrue will not constitute qualified stated interest payments, and
the stated redemption price at maturity of the Regular Certificates includes all
distributions of interest as well as principal thereon.                         

            Where the interval between the issue date and the first distribution
date on a Regular Certificate is longer than the interval between subsequent    
distribution dates, the greater of any original issue discount disregarding the 
rate in the first period and any interest foregone during the first period is   
treated as the amount by which the stated redemption price of the certificate   
exceeds its issue price for purposes of the de minimis rule described below. The
OID Regulations suggest that all or a portion of the interest on a long first   
period Regular Certificate that is issued with non-de minimis OID will be       
treated as OID. Where the interval between the issue date and the first         
distribution date on a Regular Certificate is shorter than the interval between 
subsequent distribution dates, interest due on the first distribution date in   
excess of the amount that accrued during the first period would be added to the 
certificates stated redemption price at maturity. Regular Certificateholders    
should consult their own tax advisors to determine the issue price and stated   
redemption price at maturity of a Regular Certificate. Additionally, it is      
possible that the IRS could assert that the stated pass-through rate of interest
on the Regular Certificates is not unconditionally payable because late payments
or nonpayments on the mortgage loans are not penalized nor are there reasonable 
remedies in place to compel payment on the mortgage loans. That position, if    
successful, would require all holders of Regular Certificates to accrue income  
on the certificates under the OID Regulations.                                  

       Under the de minimis rule, OID on a Regular Certificate will be
considered to be zero if it is less than 0.25% of the stated redemption price at
maturity of the Regular Certificate multiplied by the weighted average maturity 
of the Regular Certificate. For this purpose, the weighted average maturity of  
the Regular Certificate is computed as the sum of the amounts determined by     
multiplying the number of full years (i.e., rounding down partial years) from   
the issue date until each distribution in reduction of stated redemption price  
at maturity is scheduled to be made by a fraction, the numerator of which is the
amount of each distribution included in the stated redemption price at maturity 
of the Regular Certificate and the denominator of which is the stated redemption
price at maturity of the Regular Certificate. Although currently unclear, it    
appears that the schedule of these distributions should be determined in        
accordance with the Prepayment Assumption. The Prepayment Assumption with       
respect to a series of Regular Certificates will be set forth in the related    
prospectus supplement. Holders generally must report de minimis OID pro rata as 
principal payments are received, and income will be capital gain if the Regular 
Certificate is held as                                                          

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a capital asset. However, accrual method holders may elect to accrue all de     
minimis OID as well as market discount under a constant interest method.        

          The prospectus supplement with respect to a trust fund may provide
for certain Regular Certificates to be issued at prices significantly exceeding 
their principal amounts or based on notional principal balances (the            
"Super-Premium Certificates"). The income tax treatment of Super-Premium        
Certificates is not entirely certain. For information reporting purposes, the   
trust fund intends to take the position that the stated redemption price at     
maturity of Super-Premium Certificates is the sum of all payments to be made on 
these Regular Certificates determined under the Prepayment Assumption, with the 
result that these Regular Certificates would be issued with OID. The calculation
of income in this manner could result in negative original issue discount (which
delays future accruals of OID rather than being immediately deductible) when    
prepayments on the mortgage loans exceed those estimated under the Prepayment   
Assumption. As discussed above, the Contingent Regulations specifically do not  
apply to prepayable debt instruments subject to Code Section 1272(a)(6), such as
the Regular Certificates. However, if the Super-Premium Certificates were       
treated as contingent payment obligations, it is unclear how holders of those   
certificates would report income or recover their basis. In the alternative, the
IRS could assert that the stated redemption price at maturity of Super-Premium  
Certificates should be limited to their principal amount (subject to the        
discussion under "--Accrued Interest Certificates"), so that the Regular        
Certificates would be considered for federal income tax purposes to be issued at
a premium. If this position were to prevail, the rules described under          
"--Regular Certificates--Premium" would apply. It is unclear when a loss may be 
claimed for any unrecovered basis for a Super-Premium Certificate. It is        
possible that a holder of a Super-Premium Certificate may only claim a loss when
its remaining basis exceeds the maximum amount of future payments, assuming no  
further prepayments or when the final payment is received with respect to the   
Super-Premium Certificate. Absent further guidance, the trustee intends to treat
the Super-Premium Certificates as described in this prospectus.                 

    Under the REMIC Regulations, if the issue price of a Regular
Certificate (other than those based on a notional amount) does not exceed 125%  
of its actual principal amount, the interest rate is not considered             
disproportionately high. Accordingly, the Regular Certificate generally should  
not be treated as a Super-Premium Certificate and the rules described under     
"--Regular Certificates--Premium" should apply. However, it is possible that    
certificates issued at a premium, even if the premium is less than 25% of the   
certificate's actual principal balance, will be required to amortize the premium
under an original issue discount method or contingent interest method even      
though no election under Code section 171 is made to amortize the premium.      

           Generally, a Regular Certificateholder must include in gross income
the "daily portions," as determined below, of the OID that accrues on a Regular 
Certificate for each day a certificateholder holds the Regular Certificate,     
including the purchase date but excluding the disposition date. The daily       
portions of OID are determined by allocating to each day in an accrual period   
the ratable portion of OID allocable to the accrual period. Accrual periods may 
be of any length and may vary in length over the term of the Regular            
Certificates, provided that each accrual period is not longer than one year,    
begins or ends on a distribution date (except for the first accrual period which
begins on the issue date) and begins on the day after the preceding accrual     
period ends. This will be done, in the case of each full accrual period, by     

o     adding                                            

            o     The present value at the end of the accrual period
                      (determined by using as a discount factor the original
                yield to maturity of the Regular Certificates as
                  calculated under the Prepayment Assumption) of all
                remaining payments to be received on the Regular
                Certificates under the Prepayment Assumption and

                 o     any payments included in the stated redemption price at
                     maturity received during the same accrual period, and

         o     subtracting from that total the adjusted issue price of the
             Regular Certificates at the beginning of the same accrual
period.                                     

The adjusted issue price of a Regular Certificate at the beginning of the first 
accrual period is its issue price; the adjusted issue price of a Regular        
Certificate at the beginning of a subsequent accrual period is the adjusted     
issue price at the beginning of the immediately preceding accrual period plus   
the amount of OID allocable to that accrual                                     

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period and reduced by the amount of any payment other than a payment of         
qualified stated interest made at the end of or during that accrual period. The 
OID accrued during an accrual period will then be divided by the number of days 
in the period to determine the daily portion of OID for each day in the accrual 
period. The calculation of OID under the method described above will cause the  
accrual of OID to either increase or decrease (but never below zero) in a given 
accrual period to reflect the fact that prepayments are occurring faster or     
slower than under the Prepayment Assumption. With respect to an initial accrual 
period shorter than a full accrual period, the daily portions of OID may be     
determined according to an appropriate allocation under any reasonable method.  

           A subsequent purchaser of a Regular Certificate issued with OID who
purchases the Regular Certificate at a cost less than the remaining stated      
redemption price at maturity will also be required to include in gross income   
the sum of the daily portions of OID on that Regular Certificate. In computing  
the daily portions of OID for a subsequent purchaser of a Regular Certificate   
(as well as an initial purchaser that purchases at a price higher than the      
adjusted issue price but less than the stated redemption price at maturity),    
however, the daily portion is reduced by the amount that would be the daily     
portion for the day (computed in accordance with the rules set forth above)     
multiplied by a fraction, the numerator of which is the amount, if any, by which
the price paid by the holder for that Regular Certificate exceeds the following 
amount:                                                                         

         o     the sum of the issue price plus the aggregate amount of OID
             that would have been includible in the gross income of an
                 original Regular Certificateholder (who purchased the Regular
Certificate at its issue price), less       

           o     any prior payments included in the stated redemption price at
                  maturity, and the denominator of which is the sum of the daily
                portions for that Regular Certificate for all days beginning
                  on the date after the purchase date and ending on the maturity
  date computed under the Prepayment Assumption.

A holder who pays an acquisition premium instead may elect to accrue OID by     
treating the purchase as a purchase at original issue.                          

            Variable Rate Regular Certificates. Regular Certificates may provide
for interest based on a variable rate. Interest is treated as payable at a      
variable rate and not as contingent interest if, generally, the issue price does
not exceed the original principal balance by more than a specified amount and   
the interest compounds or is payable at least annually at current values of     
certain objective rates matured by or based on lending rates for newly borrowed 
funds. An objective rate is a rate (other than a qualified floating rate) that  
is determined using a single fixed formula and that is based on objective       
financial or economic information. The variable interest generally will be      
qualified stated interest to the extent it is unconditionally payable at least  
annually and, to the extent successive variable rates are used, interest is not 
significantly accelerated or deferred.                                          

         The amount of OID with respect to a Regular Certificate bearing a
variable rate of interest will accrue in the manner described under "--Original 
Issue Discount and Premium" by assuming generally that the index used for the   
variable rate will remain fixed throughout the term of the certificate.         
Appropriate adjustments are made for the actual variable rate.                  

           Although unclear at present, the depositor intends to treat Regular
Certificates bearing an interest rate that is a weighted average of the net     
interest rates on mortgage loans as variable rate certificates. In such case,   
the weighted average rate used to compute the initial pass-through rate on the  
Regular Certificates will be deemed to be the index in effect through the life  
of the Regular Certificates. It is possible, however, that the IRS may treat    
some or all of the interest on Regular Certificates with a weighted average rate
as taxable under the rules relating to obligations providing for contingent     
payments. This treatment may effect the timing of income accruals on the Regular
Certificates. Additionally, if some or all of the mortgage loans are subject to 
"teaser rates" (i.e., the initial rates on the mortgage loans are less than     
subsequent rates on the mortgage loans) the interest paid on some or all of the 
Regular Certificates may be subject to accrual using a constant yield method    
notwithstanding the fact that these certificates may not have been issued with  
"true" non-de minimis original issue discount.                                  

           Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de       
minimis market or original issue discount) and premium in income as interest,   
based on a constant yield method for certificates. If such an election were to  
be made with respect to a Regular Certificate with market discount, a           
certificateholder would be deemed to have made an election to include in income 
currently                                                                       

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market discount with respect to all other debt instruments having market        
discount that the certificateholder acquires during the year of the election or 
thereafter. Similarly, a certificateholder that makes this election for a       
certificate that is acquired at a premium will be deemed to have made an        
election to amortize bond premium with respect to all debt instruments having   
amortizable bond premium that the certificateholder owns or acquires. See       
"--Regular Certificates--Premium." The election to accrue interest, discount and
premium on a constant yield method with respect to a certificate cannot be      
revoked without the consent of the IRS.                                         

         Market Discount. A purchaser of a Regular Certificate may also be
subject to the market discount provisions of Code Sections 1276 through 1278.   
Under these provisions and the OID Regulations, "market discount" equals the    
excess, if any, of a Regular Certificate's stated principal amount or, in the   
case of a Regular Certificate with OID, the adjusted issue price (determined for
this purpose as if the purchaser had purchased the Regular Certificate from an  
original holder) over the price for the Regular Certificate paid by the         
purchaser. A certificateholder that purchases a Regular Certificate at a market 
discount will recognize income upon receipt of each distribution representing   
stated redemption price. In particular, under Section 1276 of the Code a holder 
generally will be required to allocate each principal distribution first to     
accrued market discount not previously included in income, and to recognize     
ordinary income to that extent. A certificateholder may elect to include market 
discount in income currently as it accrues rather than including it on a        
deferred basis in accordance with the foregoing. If made, the election will     
apply to all market discount bonds acquired by the electing certificateholder on
or after the first day of the first taxable year to which the election applies. 

     Market discount with respect to a Regular Certificate will be
considered to be zero if the amount allocable to the Regular Certificate is less
than 0.25% of the Regular Certificate's stated redemption price at maturity     
multiplied by the Regular Certificate's weighted average maturity remaining     
after the date of purchase. If market discount on a Regular Certificate is      
considered to be zero under this rule, the actual amount of market discount must
be allocated to the remaining principal payments on the Regular Certificate, and
gain equal to the allocated amount will be recognized when the corresponding    
principal payment is made. Treasury regulations implementing the market discount
rules have not yet been issued; therefore, investors should consult their own   
tax advisors regarding the application of these rules and the advisability of   
making any of the elections allowed under Code Sections 1276 through 1278.      

         The Code provides that any principal payment (whether a scheduled
payment or a prepayment) or any gain on disposition of a market discount bond   
acquired by the taxpayer after October 22, 1986, shall be treated as ordinary   
income to the extent that it does not exceed the accrued market discount at the 
time of the payment. The amount of accrued market discount for purposes of      
determining the tax treatment of subsequent principal payments or dispositions  
of the market discount bond is to be reduced by the amount so treated as        
ordinary income.                                                                

          The Code also grants authority to the Treasury Department to issue
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
Until regulations are issued by the Treasury, rules described in the Legislative
History will apply. Under those rules, the holder of a market discount bond may 
elect to accrue market discount either on the basis of a constant interest rate 
or according to one of the following methods. For Regular Certificates issued   
with OID, the amount of market discount that accrues during a period is equal to
the product of the total remaining market discount and a fraction, the numerator
of which is the OID accruing during the period and the denominator of which is  
the total remaining OID at the beginning of the period. For Regular Certificates
issued without OID, the amount of market discount that accrues during a period  
is equal to the product of the total remaining market discount and a fraction,  
the numerator of which is the amount of stated interest paid during the accrual 
period and the denominator of which is the total amount of stated interest      
remaining to be paid at the beginning of the period. For purposes of calculating
market discount under any of the above methods in the case of instruments (such 
as the Regular Certificates) that provide for payments that may be accelerated  
due to prepayments of other obligations securing the instruments, the same      
Prepayment Assumption applicable to calculating the accrual of OID will apply.  

   A holder of a Regular Certificate that acquires the Regular
Certificate at a market discount also may be required to defer, until the       
maturity date of the Regular Certificate or its earlier disposition in a taxable
transaction, the deduction of a portion of the amount of interest that the      
holder paid or accrued during the taxable year on indebtedness incurred or      
maintained to purchase or carry the Regular Certificate in excess of the        
aggregate amount of interest (including OID) includible in the holder's gross   
income for the taxable year with respect to the Regular Certificate. The amount 
of the net interest expense deferred in a taxable year may not exceed the amount
of market                                                                       

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discount accrued on the Regular Certificate for the days during the taxable year
on which the holder held the Regular Certificate and, in general, would be      
deductible when the market discount is includible in income. The amount of any  
remaining deferred deduction is to be taken into account in the taxable year in 
which the Regular Certificate matures or is disposed of in a taxable            
transaction. In the case of a disposition in which gain or loss is not          
recognized in whole or in part, any remaining deferred deduction will be allowed
to the extent of gain recognized on the disposition. This deferral rule does not
apply if the Regular Certificateholder elects to include the market discount in 
income currently as it accrues on all market discount obligations acquired by   
the Regular Certificateholder in that taxable year or thereafter.               

        Premium. A purchaser of a Regular Certificate that purchases the
Regular Certificate at a cost (not including accrued qualified stated interest) 
greater than its remaining stated redemption price at maturity will be          
considered to have purchased the Regular Certificate at a premium and may elect 
to amortize the premium under a constant yield method. It is not clear whether  
the Prepayment Assumption would be taken into account in determining the life of
the Regular Certificate for this purpose. The trustee intends to account for    
amortizable bond premium in the manner described in this prospectus. However,   
the Legislative History states that the same rules that apply to accrual of     
market discount (which rules require use of a Prepayment Assumption in accruing 
market discount with respect to Regular Certificates without regard to whether  
the certificates have OID) will also apply in amortizing bond premium. The Code 
provides that amortizable bond premium will be allocated among the interest     
payments on the Regular Certificates and will be applied as an offset against   
the interest payment. Prospective purchasers of the Regular Certificates should 
consult their tax advisors regarding the possible application of the Amortizable
Bond Premium Regulations.                                                       

       Deferred Interest. Certain classes of Regular Certificates will
provide for the accrual of Deferred Interest with respect to one or more ARM    
Loans. Any Deferred Interest that accrues with respect to a class of Regular    
Certificates will constitute income to the holders of the certificates before   
the time distributions of cash with respect to the Deferred Interest are made.  
It is unclear, under the OID Regulations, whether any of the interest on the    
certificates will constitute qualified stated interest or whether all or a      
portion of the interest payable on the certificates must be included in the     
stated redemption price at maturity of the certificates and accounted for as OID
(which could accelerate the inclusion). Interest on Regular Certificates must in
any event be accounted for under an accrual method by the holders of the        
certificates and, therefore, applying the latter analysis may result only in a  
slight difference in the timing of the inclusion in income of interest on the   
Regular Certificates.                                                           

Effects of Defaults and Delinquencies. Certain series of
certificates may contain one or more classes of subordinated certificates, and  
in the event there are defaults or delinquencies on the mortgage loans, amounts 
that would otherwise be distributed on the subordinated certificates may instead
be distributed on the certificates. Subordinated certificateholders nevertheless
will be required to report income with respect to their certificates under an   
accrual method without giving effect to delays and reductions in distributions  
on the subordinated certificates attributable to defaults and delinquencies on  
the mortgage loans, except to the extent that it can be established that the    
amounts are uncollectible. As a result, the amount of income reported by a      
subordinated certificateholder in any period could significantly exceed the     
amount of cash distributed to the holder in that period. The holder will        
eventually be allowed a loss (or will be allowed to report a lesser amount of   
income) to the extent that the aggregate amount of distributions on the         
subordinated certificate is reduced as a result of defaults and delinquencies on
the mortgage loans. However, the timing and characterization of any losses or   
reductions in income are uncertain, and, accordingly, subordinated              
certificateholders are urged to consult their own tax advisors on this point.   

       Sale, Exchange or Redemption. If a Regular Certificate is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to 
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the Regular Certificate. The      
adjusted basis generally will equal the cost of the Regular Certificate to the  
seller, increased by any OID and market discount included in the seller's gross 
income with respect to the Regular Certificate, and reduced (but not below zero)
by payments included in the stated redemption price at maturity previously      
received by the seller and by any amortized premium. Similarly, a holder who    
receives a payment that is part of the stated redemption price at maturity of a 
Regular Certificate will recognize gain equal to the excess, if any, of the     
amount of the payment over the holder's adjusted basis in the Regular           
Certificate. A Regular Certificateholder who receives a final payment that is   
less than the holder's adjusted basis in the Regular Certificate will generally 
recognize a loss. Any gain or loss will be capital gain or loss, provided that  
the Regular Certificate is held as a "capital asset" (generally, property held  
for investment) within the meaning of Code                                      

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Section 1221. Gain from the sale or other disposition of a Regular Certificate  
that might otherwise be capital gain will be treated as ordinary income (a) to  
the extent the gain constitutes "Market Discount," and (b) to the extent that   
the gain does not exceed the excess, if any, of the amount that would have been 
includible in the holder s income with respect to the Regular Certificate had   
income accrued on it at a rate equal to 110% of the AFR as defined in Code      
Section 1274(d) determined as of the date of purchase of the Regular            
Certificate, over the amount actually includible in the holder's income. In     
addition, the Regular Certificates will be "evidences of indebtedness" within   
the meaning of Code Section 582(c)(1), so that gain or loss recognized from the 
sale of a Regular Certificate by a bank or a thrift institution to which this   
section applies will be ordinary income or loss.                                

            The Regular Certificate information reports will include a statement
of the adjusted issue price of the Regular Certificate at the beginning of each 
accrual period. In addition, the reports will include information necessary to  
compute the accrual of any market discount that may arise upon secondary trading
of Regular Certificates. Because exact computation of the accrual of market     
discount on a constant yield method would require information relating to the   
holder's purchase price which the REMIC may not have, it appears that the       
information reports will only require information pertaining to the appropriate 
proportionate method of accruing market discount.                               

          Accrued Interest Certificates. Certain of the Regular Certificates
("Payment Lag Certificates") may provide for payments of interest based on a    
period that corresponds to the interval between distribution dates but that ends
before each distribution date. The period between the Closing Date for Payment  
Lag Certificates and their first distribution date may or may not exceed that   
interval. Purchasers of Payment Lag Certificates for which the period between   
the Closing Date and the first distribution date does not exceed that interval  
could pay upon purchase of the Regular Certificates accrued interest in excess  
of the accrued interest that would be paid if the interest paid on the          
distribution date were interest accrued from distribution date to distribution  
date. If a portion of the initial purchase price of a Regular Certificate is    
allocable to interest that has accrued before the issue date ("pre-issuance     
accrued interest") and the Regular Certificate provides for a payment of stated 
interest on the first payment date (and the first payment date is within one    
year of the issue date) that equals or exceeds the amount of the pre-issuance   
accrued interest, then the Regular Certificates issue price may be computed by  
subtracting from the issue price the amount of pre-issuance accrued interest,   
rather than as an amount payable on the Regular Certificate. However, it is     
unclear under this method how the OID Regulations treat interest on Payment Lag 
Certificates. Therefore, in the case of a Payment Lag Certificate, the trust    
fund intends to include accrued interest in the issue price and report interest 
payments made on the first distribution date as interest to the extent the      
payments represent interest for the number of days that the certificateholder   
has held the Payment Lag Certificate during the first accrual period.           

  Investors are encouraged to consult their own tax advisors
concerning the treatment for federal income tax purposes of Payment Lag         
Certificates.                                                                   

        Non-Interest Expenses of the REMIC. Under the temporary Treasury
regulations, if the REMIC is considered to be a "single-class REMIC," a portion 
of the REMIC's servicing, administrative and other non-interest expenses will be
allocated as a separate item to those Regular Certificateholders that are       
"pass-through interest holders." certificateholders that are pass-through       
interest holders should consult their own tax advisors about the impact of these
rules on an investment in the Regular Certificates. See "Pass-Through of        
Non-Interest Expenses of the REMIC under Residual Certificates."                

     Treatment of Realized Losses. Although not entirely clear, it
appears that holders of Regular Certificates that are corporations should in    
general be allowed to deduct as an ordinary loss any loss sustained during the  
taxable year on account of the certificates becoming wholly or partially        
worthless, and that, in general, holders of certificates that are not           
corporations should be allowed to deduct as a short-term capital loss any loss  
sustained during the taxable year on account of the certificates becoming wholly
worthless. Although the matter is unclear, non-corporate holders of certificates
may be allowed a bad debt deduction at the time that the principal balance of a 
certificate is reduced to reflect realized losses resulting from any liquidated 
mortgage loans. The Internal Revenue Service, however, could take the position  
that non-corporate holders will be allowed a bad debt deduction to reflect      
realized losses only after all mortgage loans remaining in the related trust    
fund have been liquidated or the certificates of the related series have been   
otherwise retired. Potential investors and Holders of the certificates are urged
to consult their own tax advisors regarding the appropriate timing, amount and  
character of any loss sustained with respect to their certificates, including   
any loss resulting from the failure to recover previously accrued interest or   
discount income.                                                                

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Subsequent Recoveries. The Class Certificate Balances of
Certificates that have been reduced because of allocations of Realized Losses   
may also be increased as a result of Subsequent Recoveries. See the discussion  
under the caption "The Pooling and Servicing Agreement--Realization Upon        
Defaulted Mortgage Loans--Application of Liquidation Proceeds." An increase in a
Certificate Balance caused by a Subsequent Recovery should be treated by the    
certificateholder as ordinary (or capital) income to the extent that the        
certificateholder claimed an ordinary (or capital) deduction for any decrease in
the Certificate Balance caused by Realized Losses. Potential investors and      
Holders of the certificates are urged to consult their own tax advisors         
regarding the appropriate timing, amount and character of any income realized   
with respect to their certificates as a result of Subsequent Recoveries.        
"Subsequent Recoveries" are unexpected recoveries, net of reimbursable expenses,
with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss     
prior to the receipt of such recoveries.                                        

   Non-U.S. Persons. A non-U.S. Person who is an individual or
corporation (or an entity treated as a corporation for federal income tax       
purposes) holding the certificates on its own behalf will not be subject to     
United States federal income taxes on payments of principal, premium, interest  
or original issue discount on a certificate, unless such non-U.S. Person is a   
direct or indirect 10% or greater shareholder of us, a controlled foreign       
corporation related to us or a bank receiving interest described in section     
881(c)(3)(A) of the Code. To qualify for the exemption from taxation, the       
non-U.S. Person must follow the certification requirements set forth in the     
section identified as "Material Federal Income Tax Consequences--Non-REMIC      
Certificates--d. Non-U.S. Persons" above.                                       

       Backup Withholding. Backup withholding of United States federal
income tax may apply to payments made in respect of the certificates to         
registered owners who are not "exempt recipients" and who fail to provide       
certain identifying information (such as the registered owner's taxpayer        
identification number) in the required manner. To qualify for the exemption from
back-up withholding, the certificateholder must follow the certification        
requirements set forth in the section identified as "Material Federal Income Tax
Consequences--Non-REMIC Certificates--d. Non-U.S. Persons" above.               

b.    Residual Certificates                                         

           Allocation of the Income of the REMIC to the Residual Certificates.
The REMIC will not be subject to federal income tax except with respect to      
income from prohibited transactions and certain other transactions. See         
"--Prohibited Transactions and Other Taxes." Instead, each original holder of a 
Residual Certificate will report on its federal income tax return, as ordinary  
income, its share of the taxable income of the REMIC for each day during the    
taxable year on which it owns any Residual Certificates. The taxable income of  
the REMIC for each day will be determined by allocating the taxable income of   
the REMIC for each calendar quarter ratably to each day in the quarter. An      
original holder's share of the taxable income of the REMIC for each day will be 
based on the portion of the outstanding Residual Certificates that the holder   
owns on that day. The taxable income of the REMIC will be determined under an   
accrual method and will be taxable to the holders of Residual Certificates      
without regard to the timing or amounts of cash distributions by the REMIC.     
Ordinary income derived from Residual Certificates will be "portfolio income"   
for purposes of the taxation of taxpayers subject to the limitations on the     
deductibility of "passive losses." As residual interests, the Residual          
Certificates will be subject to tax rules, described below, that differ from    
those that would apply if the Residual Certificates were treated for federal    
income tax purposes as direct ownership interests in the certificates or as debt
instruments issued by the REMIC.                                                

       A Residual Certificateholder may be required to include taxable
income from the Residual Certificate in excess of the cash distributed. For     
example, a structure where principal distributions are made serially on regular 
interests (that is, a fast-pay, slow-pay structure) may generate that sort of   
mismatching of income and cash distributions (that is, "phantom income"). This  
mismatching may be caused by the use of certain required tax accounting methods 
by the REMIC, variations in the prepayment rate of the underlying mortgage loans
and certain other factors. Depending upon the structure of a particular         
transaction, the aforementioned factors may significantly reduce the after-tax  
yield of a Residual Certificate to a Residual Certificateholder. Investors      
should consult their own tax advisors concerning the federal income tax         
treatment of a Residual Certificate and the impact of the tax treatment on the  
after-tax yield of a Residual Certificate.                                      

           Taxable Income of the REMIC Attributable to Residual Interests. The
taxable income of the REMIC will reflect a netting of the income from the       
mortgage loans and the REMIC's other assets and the deductions allowed to the   
REMIC for interest and OID on the Regular Certificates and, except as described 
under "--Regular Certificates--Non-Interest Expenses of the REMIC," other       
expenses. REMIC taxable income is generally                                     

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determined in the same manner as the taxable income of an individual using the  
accrual method of accounting, except that the limitations on deductibility of   
investment interest expense and expenses for the production of income do not    
apply, all bad loans will be deductible as business bad debts, and the          
limitation on the deductibility of interest and expenses related to tax-exempt  
income is more restrictive than with respect to individual. The REMIC's gross   
income includes interest, original issue discount income, and market discount   
income, if any, on the mortgage loans, as well as, income earned from temporary 
investments on reverse assets, reduced by the amortization of any premium on the
mortgage loans. In addition, a Residual Certificateholder will recognize        
additional income due to the allocation of realized losses to the Regular       
Certificates due to defaults, delinquencies and realized losses on the mortgage 
loans. The timing of the inclusion of the income by Residual Certificateholders 
may differ from the time the actual loss is allocated to the Regular            
Certificates. The REMIC's deductions include interest and original issue        
discount expense on the Regular Certificates, servicing fees on the mortgage    
loans, other administrative expenses of the REMIC and realized losses on the    
mortgage loans. The requirement that Residual Certificateholders report their   
pro rata share of taxable income or net loss of the REMIC will continue until   
there are no certificates of any class of the related series outstanding.       

           For purposes of determining its taxable income, the REMIC will have
an initial aggregate tax basis in its assets equal to the sum of the issue      
prices of the Regular Certificates and the Residual Certificates (or, if a class
of certificates is not sold initially, its fair market value). The aggregate    
basis will be allocated among the mortgage loans and other assets of the REMIC  
in proportion to their respective fair market value. A mortgage loan will be    
deemed to have been acquired with discount or premium to the extent that the    
REMIC s basis therein is less than or greater than its principal balance,       
respectively. Any discount (whether market discount or OID) will be includible  
in the income of the REMIC as it accrues, in advance of receipt of the cash     
attributable to this income, under a method similar to the method described     
above for accruing OID on the Regular Certificates. The REMIC expects to elect  
under Code Section 171 to amortize any premium on the mortgage loans. Premium on
any mortgage loan to which the election applies would be amortized under a      
constant yield method. It is not clear whether the yield of a mortgage loan     
would be calculated for this purpose based on scheduled payments or taking      
account of the Prepayment Assumption. Additionally, the election would not apply
to the yield with respect to any underlying mortgage loan originated on or      
before September 27, 1985. Instead, premium with respect to that mortgage loan  
would be allocated among the principal payments thereon and would be deductible 
by the REMIC as those payments become due.                                      

         The REMIC will be allowed a deduction for interest and OID on the
Regular Certificates. The amount and method of accrual of OID will be calculated
for this purpose in the same manner as described above with respect to Regular  
Certificates except that the 0.25% per annum de minimis rule and adjustments for
subsequent holders described therein will not apply.                            

          A Residual Certificateholder will not be permitted to amortize the
cost of the Residual Certificate as an offset to its share of the REMIC's       
taxable income. However, that taxable income will not include cash received by  
the REMIC that represents a recovery of the REMIC's basis in its assets, and, as
described above, the issue price of the Residual Certificates will be added to  
the issue price of the Regular Certificates in determining the REMIC's initial  
basis in its assets. See "--Sale or Exchange of Residual Certificates." For a   
discussion of possible adjustments to income of a subsequent holder of a        
Residual Certificate to reflect any difference between the actual cost of the   
Residual Certificate to the holder and the adjusted basis the Residual          
Certificate would have in the hands of an original Residual Certificateholder,  
see "--Allocation of the Income of the REMIC to the Residual Certificates."     

       Net Losses of the REMIC. The REMIC will have a net loss for any
calendar quarter in which its deductions exceed its gross income. The net loss  
would be allocated among the Residual Certificateholders in the same manner as  
the REMIC's taxable income. The net loss allocable to any Residual Certificate  
will not be deductible by the holder to the extent that the net loss exceeds the
holder's adjusted basis in the Residual Certificate. Any net loss that is not   
currently deductible due to this limitation may only be used by the Residual    
Certificateholder to offset its share of the REMIC's taxable income in future   
periods (but not otherwise). The ability of Residual Certificateholders that are
individuals or closely held corporations to deduct net losses may be subject to 
additional limitations under the Code.                                          

     For purposes of determining REMIC taxable income or loss, the
trustee intends to treat Subsequent Recoveries in a way described under the     
caption "Subsequent Recoveries."                                                

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        Pass-Through of Non-Interest Expenses of the REMIC. As a general
rule, all of the fees and expenses of a REMIC will be taken into account by     
holders of the Residual Certificates. In the case of a single class REMIC,      
however, the expenses and a matching amount of additional income will be        
allocated among the Regular Certificateholders and the Residual                 
Certificateholders on a daily basis in proportion to the relative amounts of    
income accruing to each certificateholder on that day. In general terms, a      
single class REMIC is one that either would qualify as a grantor trust if it    
were not a REMIC (treating all interests as ownership interests, even if they   
would be classified as debt for federal income tax purposes) or is similar to a 
grantor trust and is structured with the principal purpose of avoiding the      
single class REMIC rules. The applicable prospectus supplement may apportion    
expenses to the Regular Certificates, but if it does not, then the expenses of  
the REMIC will be allocated to holders of the related Residual Certificates in  
their entirety and not to holders of the related Regular Certificates.          

            In the case of individuals (or trusts, estates or other persons that
compute their income in the same manner as individuals) who own an interest in a
Regular Certificate or a Residual Certificate directly or through a pass-through
interest holder that is required to pass miscellaneous itemized deductions      
through to its owners or beneficiaries (e.g. a partnership, an S corporation or 
a grantor trust), the trust expenses will be deductible under Code Section 67   
only to the extent that those expenses, plus other "miscellaneous itemized      
deductions" of the individual, exceed 2% of the individual's adjusted gross     
income. In addition, Code Section 68 provides that the amount of itemized       
deductions otherwise allowable for an individual whose adjusted gross income    
exceeds a certain amount (the "Applicable Amount") will be reduced by the lesser
of 3% of the excess of the individual's adjusted gross income over the          
Applicable Amount or 80% of the amount of itemized deductions otherwise         
allowable for the taxable year. The amount of additional taxable income         
recognized by Residual Certificateholders who are subject to these limitations  
may be substantial. Further, holders (other than corporations) subject to the   
alternative minimum tax may not deduct miscellaneous itemized deductions in     
determining their alternative minimum taxable income. The REMIC is required to  
report to each pass-through interest holder and to the IRS the holder's         
allocable share, if any, of the REMIC's non-interest expenses. The term         
"pass-through interest holder" generally refers to individuals, entities taxed  
as individuals and certain pass-through entities, but does not include real     
estate investment trusts. Residual Certificateholders that are pass-through     
interest holders are encouraged to consult their own tax advisors about the     
impact of these rules on an investment in the Residual Certificates.            

            Excess Inclusions. A portion of the income on a Residual Certificate
(referred to in the Code as an "excess inclusion") will be subject to federal   
income tax in all events. Thus, for example, an excess inclusion may not be     
offset by any unrelated losses, deductions or loss carryovers of a Residual     
Certificateholder; will be treated as "unrelated business taxable income" within
the meaning of Code Section 512 if the Residual Certificateholder is a pension  
fund or any other organization that is subject to tax only on its unrelated     
business taxable income (see "--Tax-Exempt Investors"); and is not eligible for 
any reduction in the rate of withholding tax in the case of a Residual          
Certificateholder that is a foreign investor. See "--Non-U.S. Persons."         

           Except as discussed in the following paragraph, with respect to any
Residual Certificateholder, the excess inclusions is the excess, if any, of the 
income of the Residual Certificateholder for that calendar quarter from its     
Residual Certificate over the sum of the "daily accruals" for all days during   
the calendar quarter on which the Residual Certificateholder holds the Residual 
Certificate. For this purpose, the daily accruals with respect to a Residual    
Certificate are determined by allocating to each day in the calendar quarter its
ratable portion of the product of the "adjusted issue price" of the Residual    
Certificate at the beginning of the calendar quarter and 120 percent of the     
"Federal long-term rate" in effect at the time the Residual Certificate is      
issued. For this purpose, the "adjusted issue price" of a Residual Certificate  
at the beginning of any calendar quarter equals the issue price of the Residual 
Certificate, increased by the amount of daily accruals for all prior quarters,  
and decreased (but not below zero) by the aggregate amount of payments made on  
the Residual Certificate before the beginning of the same quarter.              

      In the case of any Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to the Residual  
Certificates, reduced (but not below zero) by the real estate investment trust  
taxable income (within the meaning of Code Section 857(b)(2), excluding any net 
capital gain), will be allocated among the shareholders of the trust in         
proportion to the dividends received by the shareholders from the trust, and any
amount so allocated will be treated as an excess inclusion with respect to a    
Residual Certificate as if held directly by the shareholder. Regulated          
investment companies, common trust funds and certain cooperatives are subject to
similar rules.                                                                  

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      Payments. Any distribution made on a Residual Certificate to a
Residual Certificateholder will be treated as a non-taxable return of capital to
the extent it does not exceed the Residual Certificateholder's adjusted basis in
the Residual Certificate. To the extent a distribution exceeds the adjusted     
basis, it will be treated as gain from the sale of the Residual Certificate.    

            Sale or Exchange of Residual Certificates. If a Residual Certificate
is sold or exchanged, the seller will generally recognize gain or loss equal to 
the difference between the amount realized on the sale or exchange and its      
adjusted basis in the Residual Certificate (except that the recognition of loss 
may be limited under the "wash sale" rules). A holder's adjusted basis in a     
Residual Certificate generally equals the cost of the Residual Certificate to   
the Residual Certificateholder, increased by the taxable income of the REMIC    
that was included in the income of the Residual Certificateholder with respect  
to the Residual Certificate, and decreased (but not below zero) by the net      
losses that have been allowed as deductions to the Residual Certificateholder   
with respect to the Residual Certificate and by the distributions received      
thereon by the Residual Certificateholder. In general, the gain or loss will be 
capital gain or loss provided the Residual Certificate is held as a capital     
asset. However, Residual Certificates will be "evidences of indebtedness" within
the meaning of Code Section 582(c)(1), so that gain or loss recognized from sale
of a Residual Certificate by a bank or thrift institution to which that section 
applies would be ordinary income or loss.                                       

           Except as provided in Treasury regulations yet to be issued, if the
seller of a Residual Certificate reacquires the Residual Certificate, or        
acquires any other Residual Certificate, any residual interest in another REMIC 
or similar interest in a "taxable mortgage pool" (as defined in Code Section    
7701(i)) during the period beginning six months before, and ending six months   
after, the date of the sale, the sale will be subject to the "wash sale" rules  
of Code Section 1091. In that event, any loss realized by the Residual          
Certificateholder on the sale will not be deductible, but, instead, will        
increase the Residual Certificateholder's adjusted basis in the newly acquired  
asset.                                                                          

       Purchasers of a Residual Certificate are encouraged to consider
carefully the tax consequences of an investment in Residual Certificates        
discussed in the prospectus and consult their own tax advisors with respect to  
those consequences. See "Material Federal Income Tax Consequences -- REMIC      
Certificates -- b. Residual Certificates." Specifically, prospective holders of 
Residual Certificates should consult their tax advisors regarding whether, at   
the time of acquisition, a Residual Certificate will be treated as a            
"noneconomic" residual interest, as a "tax avoidance potential" residual        
interest or as both. Among other things, holders of noneconomic Residual        
Certificates should be aware of REMIC regulations that may affect their ability 
to transfer their Residual Certificates. See "Material Federal Income Tax       
Consequences -- Tax Restrictions on Transfer of Residual Certificates --        
Noneconomic Residual Certificates," "Material Federal Income Tax Consequences --
b. Residual Certificates -- Mark to Market Rules," "-- Excess Inclusions" and   
"Material Federal Income Tax Consequences -- Tax Related Restrictions on        
Transfers of Residual Certificates -- Foreign Investors."                       

           Additionally, for information regarding Prohibited Transactions and
Treatment of Realized Losses, see "Material Federal Income Tax Consequences --  
Prohibited Transactions and Other Taxes" and "-- REMIC Certificates -- a.       
Regular Certificates -- Treatment of Realized Losses" in the prospectus.        

            As a result of the Economic Growth and Tax Relief Reconciliation Act
of 2001 (the "2001 Act"), limitations imposed by section 68 of the Code on      
claiming itemized deductions will be phased-out commencing in 2006, which will  
affect individuals holding Residual Certificates. In addition, as a result of   
the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "2003 Act"), the 
backup withholding rate has been reduced to 28%. Unless they are amended, these 
provisions of the 2001 Act and the 2003 Act will no longer apply for taxable    
years beginning on or after December 31, 2010. See "Material Federal Income Tax 
Consequences" in the prospectus. Investors are encouraged to consult their own  
tax advisors with respect to both statutes.                                     

Prohibited Transactions and Other Taxes                                         

        The Code imposes a tax on REMICs equal to 100 percent of the net
income derived from "prohibited transactions" (the "Prohibited Transactions     
Tax") and prohibits deducting any loss with respect to prohibited transactions. 
In general, subject to certain specified exceptions, a prohibited transaction   
means the disposition of a mortgage loan, the receipt of income from a source   
other than a mortgage loan or certain other permitted investments, the receipt  
of compensation for services, or gain from the disposition of an asset purchased
with the payments on the mortgage loans for temporary investment pending        
distribution on the certificates. It is not                                     

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anticipated that the trust fund for any series of certificates will engage in   
any prohibited transactions in which it would recognize a material amount of net
income.                                                                         

         In addition, certain contributions to a trust fund as to which an
election has been made to treat the trust fund as a REMIC made after the day on 
which the trust fund issues all of its interest could result in the imposition  
of a tax on the trust fund equal to 100% of the value of the contributed        
property (the "Contributions Tax"). No trust fund for any series of certificates
will accept contributions that would subject it to a Contributions Tax.         

          In addition, a trust fund as to which an election has been made to
treat the trust fund as a REMIC may also be subject to federal income tax at the
highest corporate rate on "net income from foreclosure property," determined by 
reference to the rules applicable to real estate investment trusts. "Net income 
from foreclosure property" generally means income from foreclosure property     
other than qualifying income for a real estate investment trust.                

            Where any Prohibited Transactions Tax, Contributions Tax, tax on net
income from foreclosure property or state or local income or franchise tax that 
may be imposed on a REMIC relating to any series of certificates results from   

       o     a breach of the related servicer's, trustee's or seller's
                 obligations under the related pooling and servicing agreement
                  for the series, the tax will be borne by the servicer, trustee
or                                          

     o     seller, as the case may be, out of its own funds or the
              seller's obligation to repurchase a mortgage loan, the tax
will be borne by the seller.                

If the servicer, trustee or seller, as the case may be, fails to pay or is not  
required to pay the tax as provided above, the tax will be payable out of the   
trust fund for the series and will result in a reduction in amounts available to
be distributed to the certificateholders of the series.                         

Administrative Matters                                                          

            Solely for the purpose of the administrative provisions of the Code,
the REMIC generally will be treated as a partnership and the Residual           
Certificateholders will be treated as the partners if there is more than one    
holder of the Residual Certificate. Certain information will be furnished       
quarterly to each Residual Certificateholder who held a Residual Certificate on 
any day in the previous calendar quarter.                                       

         Each Residual Certificateholder is required to treat items on its
return consistently with their treatment on the REMIC's return, unless the      
Residual Certificateholder either files a statement identifying the             
inconsistency or establishes that the inconsistency resulted from incorrect     
information received from the REMIC. The IRS may assert a deficiency resulting  
from a failure to comply with the consistency requirement without instituting an
administrative proceeding at the REMIC level. Any person that holds a Residual  
Certificate as a nominee for another person may be required to furnish the      
REMIC, in a manner to be provided in Treasury regulations, with the name and    
address of the person and other information.                                    

Tax-Exempt Investors                                                            

      Any Residual Certificateholder that is a pension fund or other
entity that is subject to federal income taxation only on its "unrelated        
business taxable income" within the meaning of Code Section 512 will be subject 
to the tax on that portion of the distributions received on a Residual          
Certificate that is considered an excess inclusion. See "--Residual             
Certificates--Excess Inclusions."                                               

Tax-Related Restrictions on Transfers of Residual Certificates                  

        Disqualified Organizations. An entity may not qualify as a REMIC
unless there are reasonable arrangements designed to ensure that residual       
interests in the entity are not held by "disqualified organizations." Further, a
tax is imposed on the transfer of a residual interest in a REMIC to a           
"disqualified organization." The amount of the tax equals the product of an     
amount (as determined under the REMIC Regulations) equal to the present value of
the total anticipated "excess inclusions" with respect to the interest for      
periods after the transfer and the highest marginal federal income tax rate     
applicable to corporations. The tax is imposed on the transferor unless         

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the transfer is through an agent (including a broker or other middleman) for a  
disqualified organization, in which event the tax is imposed on the agent. A    
"disqualified organization" means the United States, any State, possession or   
political subdivision of the United States, any foreign government, any         
international organization or any agency or instrumentality of any of the       
foregoing entities (provided that the term does not include an instrumentality  
if all its activities are subject to tax and, except for Freddie Mac, a majority
of its board of directors is not selected by a governmental agency), any        
organization (other than certain farmers cooperatives) generally exempt from    
federal income taxes unless the organization is subject to the tax on "unrelated
business taxable income" and a rural electric or telephone cooperative.         

      A tax is imposed on a "pass-through entity" holding a residual
interest in a REMIC if at any time during the taxable year of the pass-through  
entity a disqualified organization is the record holder of an interest in the   
entity. The amount of the tax is equal to the product of the amount of excess   
inclusions for the taxable year allocable to the interest held by the           
disqualified organization and the highest marginal federal income tax rate      
applicable to corporations. The pass-through entity otherwise liable for the    
tax, for any period during which the disqualified organization is the record    
holder of an interest in the entity, will be relieved of liability for the tax  
if the record holder furnishes to the entity an affidavit that the record holder
is not a disqualified organization and, for the applicable period, the          
pass-through entity does not have actual knowledge that the affidavit is false. 
For this purpose, a "pass-through entity" means a regulated investment company, 
real estate investment trust, or common trust fund; a partnership, trust, or    
estate; and certain cooperatives. Except as may be provided in Treasury         
regulations not yet issued, any person holding an interest in a pass-through    
entity as a nominee for another will, with respect to the interest, be treated  
as a pass-through entity. Large partnerships (generally with 250 or more        
partners) will be taxable on excess inclusion income as if all partners were    
disqualified organizations.                                                     

            To comply with these rules, the pooling and servicing agreement will
provide that no record or beneficial ownership interest in a Residual           
Certificate may be purchased, transferred or sold, directly or indirectly,      
without the express written consent of the servicer. The servicer will grant    
consent to a proposed transfer only if it receives an affidavit from the        
proposed transferee to the effect that it is not a disqualified organization and
is not acquiring the Residual Certificate as a nominee or agent for a           
disqualified organization and a covenant by the proposed transferee to the      
effect that the proposed transferee agrees to be bound by and to abide by the   
transfer restrictions applicable to the Residual Certificate.                   

           Noneconomic Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic Residual         
Certificate to a "U.S. Person," as defined in the following section of this     
discussion, unless no significant purpose of the transfer is to enable the      
transferor to impede the assessment or collection of tax. In general, the       
definition of a U.S. Person is the same as provided under "Certain Federal      
Income Tax Consequences--Non-REMIC Certificates--Non-U.S. Persons," except that 
entities or individuals that would otherwise be treated as Non-U.S. Persons, may
be considered U.S. Persons for this purpose if their income from the residual is
subject to tax under Code Section 871(b) or Code Section 882 (income effectively
connected with a U.S. trade or business). A Noneconomic Residual Certificate is 
any Residual Certificate (including a Residual Certificate with a positive value
at issuance) unless, at the time of transfer, taking into account the Prepayment
Assumption and any required or permitted clean up calls or required liquidation 
provided for in the REMIC's organizational documents, the present value of the  
expected future distributions on the Residual Certificate at least equals the   
product of the present value of the anticipated excess inclusions and the       
highest corporate income tax rate in effect for the year in which the transfer  
occurs and the transferor reasonably expects that the transferee will receive   
distributions from the REMIC at or after the time at which taxes accrue on the  
anticipated excess inclusions in an amount sufficient to satisfy the accrued    
taxes. A significant purpose to impede the assessment or collection of tax      
exists if the transferor, at the time of the transfer, either knew or should    
have known that the transferee would be unwilling or unable to pay taxes due on 
its share of the taxable income of the REMIC.                                   

        Any transfer of the Residual Certificate will be disregarded for
federal tax purposes if a significant purpose of the transfer was to enable the 
seller to impede the assessment or collection of tax. As set forth in Treasury  
Regulations, a significant purpose to impede the assessment or collection of tax
exists if the seller, at the time of the transfer, either knew or should have   
known that the transferee would be unwilling or unable to pay taxes due on its  
share of the taxable income of the REMIC. Notwithstanding the above, a transfer 
will be respected if (a) the transferor has performed reasonable investigations 
of the transferee and has no knowledge or no reason to know that a transferee   
intended to impede the assessment or collection of taxes, (b) the transfer is   
not made to a foreign                                                           

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permanent establishment or fixed base of a U.S. taxpayer (an "offshore          
location"), (c) the transferee represents that it will not cause income from the
Residual Certificate to be attributable to an offshore location and (d) one of  
the two tests set forth in Treasury regulations issued on July 19, 2002 is      
satisfied.                                                                      

         Under the first alternative test, a transfer by the holder of the
Residual Certificate will, assuming all other requirements of the safe harbor   
are met, qualify for the safe harbor if the present value of the anticipated tax
liabilities associated with holding the residual interest does not exceed the   
sum of the present value of: (a) any consideration given to the purchaser to    
acquire the interest; (b) the expected future distributions on the interest; and
(c) the anticipated tax savings associated with holding the interest as the     
REMIC generates losses. For purposes of this test, the transferee generally must
use the highest corporate tax rate and the discount rate must be equal to the   
Federal short-term rate prescribed by section 1274(d) for the month of the      
transfer. Under the second alternative test, a transfer by the holder of the    
Residual Certificate will, assuming all other requirements of the safe harbor   
are met, qualify for the safe harbor if: (a) the price paid by the transferee   
for the Residual Certificate would not cause a reasonable person to believe the 
transferee does not intend to pay the taxes associated with such certificate,   
(b) the transferee is an "eligible corporation" and (c) for the two fiscal years
preceding the transfer, the transferee's gross assets for financial reporting   
purposes exceeded $100 million and its net assets for financial reporting       
purposes exceeded $10 million (excluding certain related party transactions).   

           The Treasury Department has issued final regulations, effective May
11, 2004, that address the federal income tax treatment of "inducement fees"    
received by transferees of noneconomic REMIC residual interests. The final      
regulations require inducement fees to be included in income over a period      
reasonably related to the period in which the related REMIC residual interest is
expected to generate taxable income or net loss allocable to the holder. The    
final regulations provide two safe harbor methods that permit transferees to    
include inducement fees in income either (i) in the same amounts and over the   
same period that the taxpayer uses for financial reporting purposes, provided   
that such period is not shorter than the period the REMIC is expected to        
generate taxable income or (ii) ratably over the remaining anticipated weighted 
average life of all the regular and residual interests issued by the REMIC,     
determined based on actual distributions projected as remaining to be made on   
such interests under the prepayment assumption. If the holder of a Residual     
Certificate sells or otherwise disposes of the Residual Certificate, any        
unrecognized portion of the inducement fee must be taken into account at the    
time of the sale or disposition. The final regulations also provide that an     
inducement fee shall be treated as income from sources within the United States.
In addition, the IRS has issued administrative guidance addressing the          
procedures by which transferees of noneconomic REMIC residual interests may     
obtain automatic consent from the IRS to change the method of accounting for    
REMIC inducement fee income to one of the safe harbor methods provided in these 
final regulations (including a change from one safe harbor method to the other  
safe harbor method). Prospective purchasers of the Residual Certificates should 
consult with their tax advisors regarding the effect of these final regulations 
and the related guidance regarding the procedures for obtaining automatic       
consent to change the method of accounting.                                     

         As a result of the 2001 Act, limitations imposed by section 68 of
the Code on claiming itemized deductions will be phased-out commencing in 2006, 
which will affect individuals holding Residual Certificate. In addition, the    
backup withholding rate has been reduced to 28%. Unless the statute is amended, 
all provisions of the 2001 and the 2003 Act will no longer apply for taxable    
years beginning on or after December 31, 2010. Investors are encouraged to      
consult their own tax advisors with respect to the acquisition, ownership and   
disposition of the Certificates.                                                

State Tax Considerations

       In addition to the federal income tax consequences described in
"Certain Federal Income Tax Considerations," potential investors are encouraged 
to consider the state and local income tax consequences of the acquisition,     
ownership, and disposition of the certificates. State and local income tax law  
may differ substantially from the corresponding federal law, and this discussion
does not purport to describe any aspect of the income tax laws of any state or  
locality. Therefore, potential investors are encouraged to consult their own tax
advisors with respect to the various tax consequences of investments in the     
certificates.                                                                   

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ERISA Considerations

          The following describes certain considerations under ERISA and the
Code, which apply to certificates of a series that are not divided into         
subclasses. If certificates are divided into subclasses, the related prospectus 
supplement will contain information concerning considerations relating to ERISA 
and the Code that are applicable to them.                                       

       ERISA imposes requirements on employee benefit plans subject to
ERISA (and the Code imposes requirements on certain other retirement plans and  
arrangements, including individual retirement accounts and annuities, Keogh     
plans and collective investment funds and separate accounts in which the plans, 
accounts or arrangements are invested) (collectively "Plans") and on persons who
bear specified relationships to Plans ("Parties in Interest") including         
fiduciaries with respect to Plans. Generally, ERISA applies to investments made 
by Plans. Among other things, ERISA requires that the assets of a Plan be held  
in trust and that the trustee, or other duly authorized fiduciary, have         
exclusive authority and discretion to manage and control the assets of the Plan.
ERISA also imposes certain duties on persons who are fiduciaries of Plans. Under
ERISA, any person who exercises any authority or control respecting the         
management or disposition of the assets of a Plan is considered to be a         
fiduciary of the Plan (subject to certain exceptions not here relevant). Certain
employee benefit plans, such as governmental plans (as defined in ERISA Section 
3(32)) and, if no election has been made under Section 410(d) of the Code,      
church plans (as defined in ERISA Section 3(33)), are not subject to ERISA      
requirements. Accordingly, assets of those plans may be invested in certificates
without regard to the described ERISA considerations, subject to the provisions 
of applicable state law. However, any of those plans that are qualified and     
exempt from taxation under Code Sections 401(a) and 501(a) are subject to the   
prohibited transaction rules set forth in Code Section 503.                     

        On November 13, 1986, the United States Department of Labor (the
"DOL") issued final regulations concerning the definition of what constitutes   
the assets of a Plan. (DOL Reg. Section 2510.3-101) (the "Plan Assets           
Regulation"). Under this regulation, the underlying assets and properties of    
corporations, partnerships and certain other entities in which a Plan makes an  
"equity" investment could be deemed for purposes of ERISA to be assets of the   
investing Plan in certain circumstances. Under the Plan Assets Regulation, the  
term "equity interest" is defined as any interest in an entity other than an    
instrument that is treated as indebtedness under applicable local law and has no
"substantial equity features." If securities are not treated as equity interests
in the issuer for purposes of the Plan Assets Regulation, a Plan's investment in
the securities would not cause the assets of the issuer to be deemed plan       
assets. If the securities are deemed to be equity interests in the issuer, the  
issuer could be considered to hold plan assets because of a Plan's investment in
those securities. In that event, the servicer and other persons exercising      
management or discretionary control over the assets of the issuer, or providing 
services with respect to those assets, could be deemed to be fiduciaries or     
other parties in interest with respect to investing Plans and thus subject to   
the prohibited transaction provisions of Section 406 of ERISA and Section 4975  
of the Code and, in the case of fiduciaries, to the fiduciary responsibility    
provisions of Title I of ERISA, with respect to transactions involving the      
issuer's assets. Certificates issued by a trust are treated as equity interests 
under the Plan Assets Regulation.                                               

       In addition to the imposition of general fiduciary standards of
investment prudence and diversification, ERISA and the Code prohibit a broad    
range of transactions involving plan assets of a Plan and Parties in Interest   
with respect to the Plan and impose additional prohibitions where Parties in    
Interest are fiduciaries with respect to the Plan. Because the mortgage loans   
may be deemed plan assets of each Plan that purchases certificates, an          
investment in the certificates by a Plan might be or result in a prohibited     
transaction under ERISA Sections 406 and 407 subject to an excise tax under Code
Section 4975 unless a statutory, regulatory or administrative exemption applies.

The DOL has granted to certain underwriters individual  
administrative exemptions (the "Underwriter Exemptions") from certain of the    
prohibited transaction rules of ERISA and the related excise tax provisions of  
Section 4975 of the Code with respect to the initial purchase, the holding and  
the subsequent resale by Plans of securities, including certificates, in        
pass-through entities, including trusts, that consist of certain receivables,   
loans and other obligations that meet the conditions and requirements of the    
Underwriter Exemptions, and with respect to transactions in connection with the 
servicing, management and operation of the entity.                              

   While each Underwriter Exemption is an individual exemption
separately granted to a specific underwriter, the terms and conditions which    
generally apply to the Underwriter Exemptions are substantially the following:  

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     o     the acquisition of the securities by a Plan is on terms
                 (including the price for the securities) that are at least as
             favorable to the Plan as they would be in an arm's length
transaction with an unrelated party;        

           o     the rights and interests evidenced by the securities acquired
                by the Plan are not subordinated to the rights and interests
                  evidenced by other securities of the issuer, unless the entity
             holds only certain types of assets, such as fully-secured
                 mortgage loans on real property (a "Designated Transaction");

           o     the securities acquired by the Plan have received a rating at
            the time of acquisition that is one of the three highest
                 generic rating categories (four, in a Designated Transaction)
              from Standard & Poor's Ratings Services, a division of The
          McGraw-Hill Companies, Inc. ("S&P"), Moody's Investors
          Service, Inc. ("Moody's"), or Fitch Ratings ("Fitch");

        o     the trustee is not an affiliate of any other member of the
                  Restricted Group, as defined below, other than an underwriter;

 o     the sum of all payments made to and retained by the
           underwriters in connection with the distribution of the
               securities represents not more than reasonable compensation
                 for underwriting the securities; the sum of all payments made
               to and retained by the seller pursuant to the assignment of
             the loans to the issuer represents not more than the fair
                  market value of the loans; the sum of all payments made to and
                  retained by the servicer and any other servicer represents not
                more than reasonable compensation for its services under the
        agreement pursuant to which the loans are pooled and
           reimbursements of its reasonable expenses in connection
therewith; and                              

    o     the Plan investing in the securities is an "accredited
                 investor" as defined in Rule 501(a)(1) of Regulation D of the
SEC under the Securities Act.               

The issuer must also meet the following requirements:   

           o     the corpus of the issuer must consist solely of assets of the
           type that have been included in other investment pools;

          o     securities in other investment pools must have been rated in
          one of the three highest rating categories (four, in a
                 Designated Transaction) of S&P, Moody's or Fitch for at least
             one year before the Plan's acquisition of securities; and

           o     securities evidencing interests in the other investment pools
                 must have been purchased by investors other than Plans for at
               least one year before any Plan's acquisition of securities.

          Moreover, the Underwriter Exemptions generally provide relief from
certain self-dealing and conflict of interest prohibited transactions that may  
occur when the Plan fiduciary causes a Plan to acquire securities of an issuer  
holding receivables as to which the fiduciary (or its affiliate) is an obligor  
provided that, among other requirements:                                        

          o     in the case of an acquisition in connection with the initial
                issuance of securities, at least fifty percent of each class
                 of securities in which Plans have invested and at least fifty
              percent of the securities in the aggregate are acquired by
persons independent of the Restricted Group;

            o     the fiduciary (or its affiliate) is an obligor with respect to
        five percent or less of the fair market value of the
 obligations contained in the investment pool;

       o     the Plan's investment in securities of any class does not
               exceed twenty-five percent of all of the securities of that
         class outstanding at the time of the acquisition; and

         o     immediately after the acquisition, no more than twenty-five
               percent of the assets of any Plan with respect to which the
                person is a fiduciary is invested in securities representing
                an interest in one or more issuers containing assets sold or
serviced by the same entity.                

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This relief is not available to Plans sponsored by the seller, any underwriter, 
the trustee, the servicer, any insurer with respect to the trust, 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, any counterparty to a permissible notional principal contract       
included in the trust, or any affiliate of those parties (the "Restricted       
Group").                                                                        

       The Underwriter Exemptions extend exemptive relief to specified
mortgage-backed and asset-backed securities transactions using pre-funded       
accounts for trusts issuing pass-through certificates. Mortgage loans or other  
secured receivables supporting payments to certificateholders, and having a     
value equal to no more than twenty-five percent of the total principal amount of
the certificates being offered by the trust, may be transferred to the trust    
within a 90-day or three-month period following the closing date, instead of    
being required to be either identified or transferred on or before the closing  
date. The relief is available when the pre-funding arrangements satisfy certain 
conditions.                                                                     

     The Underwriter Exemptions extend exemptive relief to certain
mortgage-backed and asset-backed securities transactions involving trusts that  
contain swaps, provided any swap satisfies certain requirements and the other   
requirements of the Underwriter Exemptions are met. Among other requirements,   
the counterparty to the swap must maintain ratings at certain levels from rating
agencies, and the documentation for the swap must provide for certain remedies  
if the rating declines. The swap must be an interest rate swap denominated in   
U.S. dollars, may not be leveraged, and must satisfy several other criteria.    
Certificates of any class affected by the swap may be sold to plan investors    
only if they are "qualified plan investors" that satisfy several requirements   
relating to their ability to understand the terms of the swap and the effects of
the swap on the risks associated with an investment in the certificate.         

      The prospectus supplement for each series of certificates will
indicate the classes of certificates offered thereby, if any, as to which it is 
expected that an Underwriter Exemption will apply.                              

    Any Plan fiduciary that proposes to cause a Plan to purchase
certificates is encouraged to consult with its counsel concerning the impact of 
ERISA and the Code, the availability and applicability of any Underwriter       
Exemption or any other exemptions from the prohibited transaction provisions of 
ERISA and the Code and the potential consequences in their specific             
circumstances, before making the investment. Moreover, each Plan fiduciary      
should determine whether under the general fiduciary standards of investment    
prudence and diversification an investment in the certificates is appropriate   
for the Plan, taking into account the overall investment policy of the Plan and 
the composition of the Plan's investment portfolio.                             

Legal Investment

      The prospectus supplement for each series of certificates will
specify which, if any, of the classes of certificates offered by it will        
constitute "mortgage related securities" for purposes of the Secondary Mortgage 
Market Enhancement Act of 1984 ("SMMEA"). Classes of certificates that qualify  
as "mortgage related securities" will be legal investments for those investors  
whose authorized investments are subject to state regulation, to the same extent
as, under applicable law, obligations issued by or guaranteed as to principal   
and interest by the United States constitute legal investments for them. Those  
investors are persons, trusts, corporations, partnerships, associations,        
business trusts and business entities (including depository institutions, life  
insurance companies and pension funds) created pursuant to or existing under the
laws of the United States or of any state (including the District of Columbia   
and Puerto Rico). Under SMMEA, if a state enacts legislation before October 4,  
1991 specifically limiting the legal investment authority of those entities with
respect to "mortgage related securities," the certificates will constitute legal
investments for entities subject to the legislation only to the extent provided 
in it. Approximately twenty-one states adopted limiting legislation before the  
October 4, 1991 deadline.                                                       

SMMEA also amended the legal investment authority of    
federally-chartered depository institutions as follows: federal savings and loan
associations and federal savings banks may invest in, sell or otherwise deal in 
certificates without limitations as to the percentage of their assets           
represented by them, federal credit unions may invest in mortgage related       
securities, and national banks may purchase certificates for their own account  
without regard to the limitations generally applicable to investment securities 
set forth in 12 U.S.C. 24 (Seventh), subject in each case to regulations that   
the applicable federal authority may prescribe. In this connection, federal     
credit unions should review the National Credit Union Administration Letter to  
Credit Unions No. 96, as modified by Letter to Credit Unions No. 108, which     
includes guidelines to assist federal credit unions in making investment        
decisions for                                                                   

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mortgage related securities, and the its regulation "Investment and Deposit     
Activities" (12 C.F.R. Part 703), (whether or not the class of certificates     
under consideration for purchase constitutes a "mortgage related security").    

    All depository institutions considering an investment in the
certificates (whether or not the class of certificates under consideration for  
purchase constitutes a "mortgage related security" should review the Federal    
Financial Institutions Examination Council's Supervisory Policy Statement on    
Securities Activities (to the extent adopted by their respective regulators),   
setting forth, in relevant part, certain securities trading and sales practices 
deemed unsuitable for an institution's investment portfolio, and guidelines for 
(and restrictions on) investing in mortgage derivative products, including      
"mortgage related securities" that are "high-risk mortgage securities" as       
defined in the policy statement. According to the policy statement, "high-risk  
mortgage securities" include securities such as certificates not entitled to    
distributions allocated to principal or interest, or subordinated certificates. 
Under the policy statement, each depository institution must determine, before  
purchase (and at stated intervals thereafter), whether a particular mortgage    
derivative product is a "high-risk mortgage security," and whether the purchase 
(or retention) of such a product would be consistent with the policy statement. 

           The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally       
governing investments made by a particular investor, including "prudent         
investor" provisions, percentage-of-assets limits and provisions that may       
restrict or prohibit investment in securities that are not "interest bearing" or
"income paying."                                                                

            There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase certificates or to        
purchase certificates representing more than a specified percentage of the      
investor's assets. Investors are encouraged to consult their own legal advisors 
in determining whether and to what extent the certificates constitute legal     
investments for them.                                                           

Method of Distribution

         Certificates are being offered hereby in series from time to time
(each series evidencing a separate trust fund) through any of the following     
methods:                                                                        

            o     by negotiated firm commitment or best efforts underwriting and
     public reoffering by underwriters, including in a
             resecuritization of any certificates of any series by the
depositor or any of its affiliates;         

       o     by agency placements through one or more placement agents
           primarily with institutional investors and dealers; and

       o     by placement directly by the depositor with institutional
investors.                                  

           A prospectus supplement will be prepared for each series which will
describe the method of offering being used for that series and will set forth   
the identity of any of its underwriters and either the price at which the series
is being offered, the nature and amount of any underwriting discounts or        
additional compensation to the underwriters and the proceeds of the offering to 
the depositor, or the method by which the price at which the underwriters will  
sell the certificates will be determined. Each prospectus supplement for an     
underwritten offering will also contain information regarding the nature of the 
underwriters obligations, any material relationship between the depositor and   
any underwriter and, where appropriate, information regarding any discounts or  
concessions to be allowed or reallowed to dealers or others and any arrangements
to stabilize the market for the certificates so offered. In firm commitment     
underwritten offerings, the underwriters will be obligated to purchase all of   
the certificates of the series if any certificates are purchased. Certificates  
may be acquired by the underwriters for their own accounts and may be resold    
from time to time in one or more transactions, including negotiated             
transactions, at a fixed public offering price or at varying prices determined  
at the time of sale.                                                            

        Underwriters and agents may be entitled under agreements entered
into with the depositor to indemnification by the depositor against certain     
civil liabilities, including liabilities under the Securities Act, or to        
contribution with respect to payments which the underwriters or agents may be   
required to make in respect thereof.                                            

           In relation to each Member State of the European Economic Area that
has implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter will be required to represent and agree with the                    

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depositor that with effect from and including the date on which the Prospectus  
Directive is implemented in that Relevant Member State (the "Relevant           
Implementation Date") and with respect to any class of securities with a minimum
denomination of less than $100,000, 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 that 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 that 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 that has two or more of (1) an average of
                 at least 250 employees during the last fiscal year; (2) total
                 assets of more than E43,000,000 and (3) an annual net revenue
            of more than E50,000,000, as shown in its last annual or
consolidated financial statements; or       

            (c)   in any other circumstances that do not require the publication
                 by the depositor 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 class of certificates of a       
series, which class has a minimum denomination of less than $100,000, 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.                             

   If a series is offered other than through underwriters, the
prospectus supplement relating to it will contain information regarding the     
nature of the offering and any agreements to be entered into between the        
depositor and purchasers of certificates of the series.                         

 Legal Matters

          The validity of the certificates, including certain federal income
tax consequences with respect to the certificates, will be passed upon for the  
depositor by Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.   

 Financial Information

           A new trust fund will be formed for each series of certificates and
no trust fund will engage in any business activities or have any assets or      
obligations before the issuance of the related series of certificates.          
Accordingly, no financial statements for any trust fund will be included in this
prospectus or in the related prospectus supplement.                             

Rating

            It is a condition to the issuance of the certificates of each series
offered by this prospectus and by the prospectus supplement that they shall have
been rated in one of the four highest rating categories by the nationally       
recognized statistical rating agency or agencies specified in the related       
prospectus supplement.                                                          

            Ratings on mortgage pass-through certificates address the likelihood
of receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects   
associated with the certificates, the nature of the underlying mortgage loans   
and the credit quality of the credit enhancer or guarantor, if any. Ratings on  
mortgage pass-through certificates do not represent any assessment of the       
likelihood of principal prepayments by mortgagors or of the degree by which the 
prepayments might differ from those originally anticipated. As a result,        
certificateholders might suffer a lower than anticipated yield, and, in         
addition, holders of stripped pass-through certificates in extreme cases might  
fail to recoup their underlying investments.                                    

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      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.                                     

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INDEX OF PRINCIPAL TERMS

                                                                          Page
                                                                          ----
1986 Act ................................................................   77  
2001 Act ................................................................   91  
2003 Act ................................................................   91  
Agency Securities .......................................................   18  
Amortizable Bond Premium Regulations ....................................   74  
Applicable Amount .......................................................   90  
ARM Loans ...............................................................   77  
Asset Conservation Act ..................................................   71  
CERCLA ..................................................................   70  
Certificate Account .....................................................   54  
Class Certificate Balance ...............................................   35  
Code ....................................................................   31  
Contingent Regulations ..................................................   82  
Contributions Tax .......................................................   92  
Deferred Interest .......................................................   78  
Designated Transaction ..................................................   96  
DOL .....................................................................   95  
Eleventh District .......................................................   42  
excess inclusion ........................................................   90  
excess servicing ........................................................   76  
FHLBSF ..................................................................   42  
Fitch ...................................................................   96  
Garn-St Germain Act .....................................................   72  
Insured Expenses ........................................................   55  
Legislative History .....................................................   77  
Liquidated Mortgage .....................................................   62  
Loan-to-Value Ratio .....................................................   20  
Master REMIC ............................................................   81  
Moody's .................................................................   96  
Mortgage Assets .........................................................   18  
National Cost of Funds Index ............................................   42  
Non-U.S. Person .........................................................   79  
offshore location .......................................................   94  
OID .....................................................................   73  
OID Regulations .........................................................   77  
OTS .....................................................................   42  
Parties in Interest .....................................................   95  
Payment Lag Certificates ................................................   87  
phantom income ..........................................................   88  
Plan Assets Regulation ..................................................   95  
Plans ...................................................................   95  
pre-issuance accrued interest ...........................................   87  
Prepayment Assumption ...................................................   77  
Private Mortgage-Backed Securities ......................................   18  
Prohibited Transactions Tax .............................................   91  
RCRA ....................................................................   71  
Regular Certificateholders ..............................................   81  
Regular Certificates ....................................................   80  
Relief Act ............................................................ 11, 72  
REMIC Certificates ......................................................   80  
REMICs ..................................................................   81  
Residual Certificates ...................................................   80  
Restricted Group ........................................................   97  
S&P .....................................................................   96  
secured creditor exemption ..............................................   70  
SMMEA ...................................................................   97  
Stripped ARM Obligations ................................................   78  
Stripped Bond Certificates ..............................................   75  
Stripped Coupon Certificates ............................................   76  
Subsidiary REMIC ........................................................   81  
Super-Premium Certificates ..............................................   83  
Title V .................................................................   72  
U.S. Person ............................................................78, 93  
Underwriter Exemptions ..................................................   95  
W-8BEN ..................................................................   79  

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INDYMAC INDX MORTGAGE LOAN TRUST 2006-AR4 
ISSUING ENTITY

INDYMAC MBS, INC. 
DEPOSITOR 

[INDYMAC BANK LOGO] 

SELLER AND SERVICER 

$1,504,469,000
(Approximate) 

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AR4 

------------------------
PROSPECTUS SUPPLEMENT 
------------------------

LEHMAN BROTHERS 

You should rely only on the information contained or incorporated by    
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.                

  We are not offering the Series 2006-AR4 Mortgage Pass-Through Certificates
in any state where the offer is not permitted.                                  

  Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Series 2006-AR4 Mortgage Pass-Through Certificates and with 
respect to their unsold allotments or subscriptions. In addition, all dealers   
selling the Series 2006-AR4 Mortgage Pass-Through Certificates will be required 
to deliver a prospectus supplement and prospectus until ninety days after the   
date of this prospectus supplement.                                             

MARCH 30, 2006

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		1/23/17		49
		12/31/10		201		204
		1/23/07		49					FWP
		4/25/06		1		8			10-D
Filed on:		4/4/06							FWP
		3/31/06		4		81			8-K
		3/30/06		1		212			8-K
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		3/1/06		4		66			424B5
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		1/1/06		46		142
		12/31/05		43
		8/1/05		30					424B3,  8-K
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		4/4/94		187
		12/21/92		187
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