Cwalt Inc · 424B5 · Alternative Loan Trust 2005-62 · On 11/1/05

Filed On 11/1/05 3:07pm ET   ·   SEC Files 333-125902, -30   ·   Accession Number 950129-5-10375

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

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Cwalt, Inc.- Registration No.333-125902              211   1.20M 

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                                             As filed pursuant to Rule 424(b)(5)
                                                under the Securities Act of 1933
                                                     Registration No. 333-125902

PROSPECTUS SUPPLEMENT                                                           

(TO PROSPECTUS DATED OCTOBER 25, 2005)                                          

$1,559,819,100
(APPROXIMATE) 

CWALT, INC. 
DEPOSITOR 

[COUNTRYWIDE HOME LOANS LOGO] 
SELLER

COUNTRYWIDE HOME LOANS SERVICING LP 
MASTER SERVICER 

ALTERNATIVE LOAN TRUST 2005-62
ISSUER

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-62
DISTRIBUTIONS PAYABLE MONTHLY, BEGINNING NOVEMBER 25, 2005
------------------------

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

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------
                        INITIAL CLASS         PASS-THROUGH                              INITIAL CLASS         PASS-THROUGH    
                     CERTIFICATE BALANCE          RATE                               CERTIFICATE BALANCE          RATE        
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
 Class 1-A-1          $     262,595,000         Variable        Class A-R             $             100         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 1-A-2          $     175,064,000         Variable        Class M-X                           N/A         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 1-X-1                        N/A         Variable        Class M-1             $      27,267,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 1-X-2                        N/A         Variable        Class M-2             $      24,861,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 1-X-3                        N/A         Variable        Class M-3             $      16,039,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 2-A-1          $     408,902,000         Variable        Class M-4             $      13,633,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 2-A-2          $     185,000,000         Variable        Class M-5             $      12,029,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 2-A-3          $     195,934,000         Variable        Class M-6             $      12,029,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 2-A-4          $     200,000,000         Variable        Class M-7             $       9,624,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 2-X-1                        N/A         Variable        Class B-1             $       8,822,000         Variable      
------------------------------------------------------------------------------------------------------------------------------
 Class 2-X-2                        N/A         Variable        Class B-2             $       8,020,000         Variable      
------------------------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]
                                                                                         
                              Each of the Class 1-X-1, Class 1-X-2, Class 1-X-3, Class   
CONSIDER CAREFULLY THE RISK   2-X-1, Class 2-X-2 and Class M-X Certificates will consist 
FACTORS BEGINNING             of one interest-only component and one principal and       
ON PAGE S-9 IN THIS           interest component. The pass-through rate for each class of
PROSPECTUS SUPPLEMENT AND ON  certificates listed above is variable and is calculated as 
PAGE 5 IN THE PROSPECTUS.     described in this prospectus supplement under "Description 
                              of the Certificates -- Interest."                          
                              The assets of the trust will consist primarily of a pool   
                              consisting of two loan groups of 30-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.                           

Deutsche Bank Securities 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 $1,583,825,157, plus accrued interest, before deducting expenses. 
The offered certificates will be purchased by Deutsche Bank Securities Inc. on  
or about October 31, 2005. See "Method of Distribution" in this prospectus      
supplement.                                                                     
DEUTSCHE BANK SECURITIES
October 28, 2005                                                                

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 TABLE OF CONTENTS

                                                                [Download Table]

PROSPECTUS SUPPLEMENT                                                       PAGE
---------------------                                                      -----
                                                                                
Table of Contents.......................................................     S-2
Summary.................................................................     S-3
Risk Factors............................................................     S-9
The Mortgage Pool.......................................................    S-19
Servicing of Mortgage Loans.............................................    S-58
Description of the Certificates.........................................    S-63
Yield, Prepayment and Maturity Considerations...........................    S-92
Credit Enhancement......................................................   S-101
Subrogation of Insurer..................................................   S-105
Use of Proceeds.........................................................   S-105
Material Federal Income Tax Consequences................................   S-106
Other Taxes.............................................................   S-110
ERISA Considerations....................................................   S-110
Method of Distribution..................................................   S-112
Legal Matters...........................................................   S-112
Experts.................................................................   S-113
Ratings.................................................................   S-113
Index to Defined Terms..................................................   S-114

                                                                [Download Table]

PROSPECTUS                                                                  PAGE
----------                                                                 -----
                                                                                
Important Notice About Information in                                           
   This Prospectus and Each Accompanying Prospectus Supplement..........      4 
Risk Factors............................................................      5 
The Trust Fund..........................................................     12 
Use of Proceeds.........................................................     22 
The Depositor...........................................................     23 
Mortgage Loan Program...................................................     23 
Description of the Certificates.........................................     25 
Credit Enhancement......................................................     38 
Yield and Prepayment Considerations.....................................     42 
The Pooling and Servicing Agreement.....................................     43 
Certain Legal Aspects of the Mortgage Loans.............................     57 
Material Federal Income Tax Consequences................................     64 
Other Tax Considerations................................................     88 
ERISA Considerations....................................................     88 
Legal Investment........................................................     91 
Method of Distribution..................................................     92 
Legal Matters...........................................................     94 
Financial Information...................................................     94 
Rating..................................................................     94 
Index to Defined Terms..................................................     95 

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 SUMMARY

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, READ CAREFULLY THIS ENTIRE DOCUMENT AND THE ACCOMPANYING          
PROSPECTUS.                                                                     

OFFERED CERTIFICATES                                                            

Alternative Loan Trust 2005-62 will issue twenty-seven classes of certificates, 
twenty-two of which are being offered by this prospectus supplement and the     
accompanying prospectus. The assets of the trust fund that will support both the
offered certificates and other classes of certificates will consist, on the     
closing date, of a pool of mortgage loans with an aggregate stated principal    
balance of approximately $1,603,926,865 as of October 1, 2005, and certain other
property and assets described in this prospectus supplement. The mortgage loans 
will consist of 30-year conventional, adjustable rate, negative amortization    
mortgage loans secured by first liens on one- to four-family residential        
properties.                                                                     

The mortgage pool will consist of two loan groups. Loan group 1 will consist of 
1,222 mortgage loans that have an aggregate stated principal balance of         
approximately $491,751,612 as of the cut off date. Loan group 2 will consist of 
2,541 mortgage loans that have an aggregate stated principal balance of         
approximately $1,112,175,253 as of the cut off date. The mortgage rate on each  
mortgage loan is fixed for up to three months after origination. Thereafter, the
interest rate on each mortgage loan adjusts monthly based on a specified index, 
but the scheduled monthly payments on the mortgage loans adjust annually.       

The following chart lists certain characteristics of the classes of the offered 
certificates. The classes of certificates listed below will not be offered      
unless they receive the respective ratings at least as high as those set forth  
below from Standard & Poor's Ratings Services, a division of The McGraw-Hill    
Companies, Inc. ("S&P") and from Moody's Investors Service, Inc. ("MOODY'S"):   

                                                                [Download Table]

                S&P    MOODY'S                               
   CLASS      RATING    RATING                TYPE           
-----------   ------   -------   ----------------------------
                                                             
Class 1-A-1     AAA      Aaa     Senior/Floating Pass-Through
                                 Rate/Super Senior           

Class 1-A-2     AAA      Aaa     Senior/Floating Pass-Through
                                 Rate/Support                

Class 1-X-1     AAA      Aaa     Senior/Variable Pass-Through
                                 Rate/Component              

Class 1-X-2     AAA      Aaa     Senior/Variable Pass-Through
                                 Rate/Component              

Class 1-X-3     AAA      Aaa     Senior/Variable Pass-Through
                                 Rate/Component              

Class 2-A-1     AAA      Aaa     Senior/Floating Pass-Through
                                 Rate/Super Senior           

Class 2-A-2     AAA      Aaa     Senior/Floating Pass-Through
                                 Rate/Super Senior           

Class 2-A-3     AAA      Aaa     Senior/Floating Pass-Through
                                 Rate/ Super Senior/Support  

Class 2-A-4    AAA*      Aaa*    Senior/Floating Pass-Through
                                 Rate/Support                

Class 2-X-1     AAA      Aaa     Senior/Variable Pass-Through
                                 Rate/Component              

Class 2-X-2     AAA      Aaa     Senior/Variable Pass-Through
                                 Rate/Component              

Class A-R       AAA      Aaa     Senior/Variable Pass-Through
                                 Rate/Residual               

Class M-X       AAA       **     Subordinate/Variable        
                                 Pass-Through Rate/Component 

Class M-1       AA+      Aa1     Subordinate/Floating        
                                 Pass-Through Rate           

Class M-2       AA       Aa2     Subordinate/Floating        
                                 Pass-Through Rate           

Class M-3       AA       Aa3     Subordinate/Floating        
                                 Pass-Through Rate           

Class M-4       AA-       A1     Subordinate/Floating        
                                 Pass-Through Rate           

Class M-5       A+        A2     Subordinate/Floating        
                                 Pass-Through Rate           

Class M-6       A-        A3     Subordinate/Floating        
                                 Pass-Through Rate           

Class M-7      BBB+      Baa1    Subordinate/Floating        
                                 Pass-Through Rate           

Class B-1       BBB      Baa2    Subordinate/Floating        
                                 Pass-Through Rate           

Class B-2      BBB-      Baa3    Subordinate/Floating        
                                 Pass-Through Rate           

----------                                                                      
*    The ratings assigned to the Class 2-A-4 Certificates are without regard to 
the Class 2-A-4 Policy.                                               

**   Moody's was not asked to rate these certificates.                          

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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.       

See "Ratings" in this prospectus supplement.                                    

See "Description of the Certificates -- General" and "-- Book-Entry             
Certificates" in this prospectus supplement and "The Mortgage Pool" in this     
prospectus supplement and "The Trust Fund -- The Mortgage Loans -- General" in  
the prospectus.                                                                 

OTHER CERTIFICATES                                                              

In addition to the offered certificates, the trust fund will issue the Class    
P-1, Class P-2, Class B-3, Class B-4 and Class B-5 Certificates, which are not  
being offered pursuant to this prospectus supplement and the prospectus. Each of
the Class P-1 and Class P-2 Certificates will have an initial class certificate 
balance of $100 and will not be entitled to distributions in respect of         
interest. The Class P-1 and Class P-2 Certificates will be entitled to all      
prepayment charges received in respect of the mortgage loans in loan group 1 and
loan group 2, respectively. The Class B-3, Class B-4 and Class B-5 Certificates 
will have initial class certificate balances of approximately $13,633,000,      
$17,643,000 and $12,831,765, respectively, and will each have a floating        
pass-through rate calculated as described in this prospectus supplement. Any    
information contained in this prospectus supplement with respect to the Class   
P-1, Class P-2, Class B-3, Class B-4 and Class B-5 Certificates is provided only
to permit a better understanding of the offered certificates.                   

See "Description of the Certificates--General" and "--Book-Entry Certificates," 
"Ratings" and "The Mortgage Pool" in this prospectus supplement and "The Trust  
Fund--The Mortgage Loans--General" in the prospectus.                           

RELATIONSHIP BETWEEN THE LOAN GROUPS AND THE CERTIFICATE GROUPS                 

The certificates with a "1" prefix and the Class A-R Certificates are sometimes 
referred to in this prospectus supplement as the group 1 senior certificates and
they correspond to the mortgage loans in loan group 1. The certificates with a  
"2" prefix are sometimes referred to in this prospectus supplement as the group 
2 senior certificates and they correspond to the mortgage loans in loan group 2.
The subordinated certificates correspond to the mortgage loans in both loan     
groups. The certificates generally receive distributions based on principal and 
interest collected from the mortgage loans in the corresponding loan group or   
loan groups.                                                                    

CERTIFICATE DESIGNATIONS                                                        

We sometimes use the following designations to refer to the specified classes of
certificates in order to aid your understanding of the offered certificates.    

                                                                [Download Table]

        DESIGNATION                   CLASSES OF CERTIFICATES        
--------------------------   ----------------------------------------
                                                                     
   Senior Certificates               Class 1-A-1, Class 1-A-2,       
                              Class 1-X-1, Class 1-X-2, Class 1-X-3, 
                                           Class 2-A-1,              
                              Class 2-A-2, Class 2-A-3, Class 2-A-4, 
                                           Class 2-X-1,              
                              Class 2-X-2 and Class A-R Certificates 

Subordinated Certificates         Class M-X, Class M and Class B     
                                           Certificates              

    LIBOR Certificates           Class 1-A-1 Certificates, Class M   
                              Certificates and Class B Certificates  

     MTA Certificates         Class 1-A-2, Class 2-A-1, Class 2-A-2, 
                             Class 2-A-3 and Class 2-A-4 Certificates

Floating Rate Certificates   LIBOR Certificates and MTA Certificates 

   Class X Certificates       Class 1-X-1, Class 1-X-2, Class 1-X-3, 
                              Class 2-X-1, Class 2-X-2 and Class M-X 
                                           Certificates              

LIBOR Class X Certificates    Class 1-X-1 and Class M-X Certificates 

 MTA Class X Certificates      Class 1-X-2, Class 1-X-3, Class 2-X-1 
                                   and Class 2-X-2 Certificates      

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

   Class B Certificates                Class B-1, Class B-2,         
                                     Class B-3, Class B-4 and        
                                      Class B-5 Certificates         

COMPONENTS                                                                      

Solely for purposes of determining distributions of principal and interest and  
the allocation of realized losses and net deferred interest on the mortgage     
loans, each class of Class X Certificates will be comprised of two components:  
an interest-only component (each, a "CLASS X IO COMPONENT") and a principal and 
interest component (each, a "CLASS X P COMPONENT"). The Class X IO Components   
are                                                                             

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interest-only component (each, a "CLASS X IO COMPONENT") and a principal and    
interest component (each, a "CLASS X P COMPONENT"). The Class X IO Components   
are interest-only components that will not have component principal balances but
will accrue interest on their respective component notional amounts set forth   
below:                                                                          

                                                                [Download Table]

                        CLASS X IO COMPONENT
                          INITIAL COMPONENT 
CLASS OF CERTIFICATES      NOTIONAL AMOUNT  
---------------------   --------------------
                                            
Class 1-X-1                 $262,595,000    
Class 1-X-2                 $175,064,000    
Class 1-X-3                 $175,064,000    
Class 2-X-1                 $989,836,000    
Class 2-X-2                 $989,836,000    
Class M-X                   $176,431,765    

Each Class X P Component will have a component principal balance (initially,    
zero) that will increase depending on the amount of net deferred interest       
allocated to the related Class X IO Component, as described under "Description  
of the Certificates--Interest" in this prospectus supplement. The class         
certificate balance, if any, of each class of Class X Certificates will equal   
the component principal balance of the related Class X P Component.             

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

CUT-OFF DATE                                                                    

The later of October 1, 2005 and the date of origination for that mortgage loan 
(either of these dates is sometimes referred to in this prospectus supplement as
the "CUT-OFF DATE)."                                                            

CLOSING DATE                                                                    

On or about October 31, 2005.                                                   

RECORD DATE                                                                     

The record date for the LIBOR Certificates and any distribution date will be the
business day immediately preceding that distribution date, or if the LIBOR      
Certificates are no longer book-entry certificates, the record date will be the 
last business day of the calendar month preceding the month of that distribution
date. For each other class of certificates and any distribution date, the record
date will be the last business day of the calendar month immediately prior to   
the month in which that distribution date occurs.                               

DEPOSITOR                                                                       

CWALT, Inc. is a limited purpose finance subsidiary of Countrywide Financial    
Corporation. Its address is 4500 Park Granada, Calabasas, California 91302, and 
its telephone number is (818) 225-3000.                                         

SELLERS                                                                         

Countrywide Home Loans, Inc. will be the seller of a portion of the mortgage    
loans. The remainder of the mortgage loans will be sold directly to the         
depositor by one or more special purpose entities that were established by      
Countrywide Financial Corporation or one of its subsidiaries, which, in turn,   
acquired those mortgage loans directly from Countrywide Home Loans, Inc.        

MASTER SERVICER                                                                 

Countrywide Home Loans Servicing LP                                             

TRUSTEE                                                                         

The Bank of New York                                                            

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 on the next        
business day. The first distribution is scheduled for November 25, 2005.        

INTEREST PAYMENTS                                                               

Interest will accrue at the rate described in this prospectus supplement on the 
certificates (other than the LIBOR Certificates) on the basis of a 360 day year 
divided into twelve 30 day months. Interest will accrue at the rate described in
this prospectus supplement on the LIBOR Certificates on the basis of a 360-day  
year and the actual number of days that elapsed in the accrual period.          

The interest accrual period for the interest bearing classes of certificates    
(other than the LIBOR Certificates) for any distribution date will be the       
calendar month before the distribution date. The interest accrual period for the
LIBOR Certificates 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 the closing date, in the case of the first distribution date)   
and ending on the day immediately prior to that distribution date.              

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The pass-through rates on the MTA Certificates may adjust monthly based on the  
level of one-year MTA, subject to a cap. The pass-through rates on the LIBOR    
Certificates may adjust monthly based on the level of one-month LIBOR, subject  
to a cap.                                                                       

On each distribution date, to the extent funds are available from the related   
loan group or loan groups, each class of certificates will be entitled to       
receive interest accrued at the applicable pass-through rate during the related 
interest accrual period on the class certificate balance, component notional    
amount or component principal balance, as applicable, immediately prior to that 
distribution date, together with any interest remaining unpaid from prior       
distribution dates. However, the amount of interest distributable on a          
distribution date with respect to any class of certificates or component thereof
will be reduced by the amount, if any, of net deferred interest on the related  
loan group for that distribution date that is allocated to such class of        
certificates, as described under "Description of the Certificates -- Interest"  
in this prospectus supplement. For any distribution date, the amount of the net 
deferred interest on the mortgage loans in a loan group that will be allocated  
to the classes of certificates related to that loan group will equal the excess,
if any, of the interest deferred on the mortgage loans in that loan group from  
the previous due date to the due date related to that distribution date over the
amount of principal prepayments and subsequent recoveries received on the       
mortgage loans in that loan group during the prepayment period and due period   
related to that distribution date (this amount is referred to as the "NET       
DEFERRED INTEREST"). In the case of any class of certificates (other than the   
Class X Certificates), the net deferred interest allocated to such class of     
certificates will be added as principal to the outstanding class certificate    
balance of such class of certificates. With respect to each class of Class X    
Certificates, the net deferred interest allocable to its Class X IO Component   
will be added as principal to the outstanding component principal balance of the
related Class X P Component.                                                    

See "Description of the Certificates -- Interest" and "--Allocation of Net      
Deferred Interest" in this prospectus supplement.                               

CARRYOVER SHORTFALL AMOUNT                                                      

If the pass-through rate on a class of LIBOR Certificates for the interest      
accrual period related to a distribution date is limited by the related rate    
cap, any resulting interest shortfall (which is sometimes referred to in this   
prospectus supplement as a "CARRYOVER SHORTFALL AMOUNT") may be paid on that    
distribution date or on future distribution dates from (i) with respect to the  
Class 1-A-1 Certificates, first, from the corridor contract and, second, from   
amounts otherwise distributable as interest on the Class 1-X-1 IO Component, and
(ii) with respect to the subordinated certificates, from amounts otherwise      
distributable as interest on the Class M-X IO Component, in each case in the    
manner and priority described in this prospectus supplement.                    

Although the pass-through rates on the MTA Certificates also are limited by the 
related cap, for any distribution date after the third distribution date the MTA
Certificates will not be entitled to receive any carryover shortfall amounts.   

The Class 2-A-4 Policy does not cover carryover shortfall amounts on the Class  
2-A-4 Certificates.                                                             

"Description of the Certificates -- Carryover Shortfall Reserve Fund" in this   
prospectus supplement, "Description of the Certificates -- Interest" in this    
prospectus supplement and "Credit Enhancement -- The Financial Guaranty         
Insurance Policy" in this prospectus supplement.                                

PRINCIPAL PAYMENTS                                                              

Principal will be distributed on each class or component of certificates        
entitled to receive principal payments as described in this prospectus          
supplement beginning at page S-80.                                              

The Class X IO Components do not have principal balances but will bear interest 
during each interest accrual period on their respective component notional      
amounts.                                                                        

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

OPTIONAL TERMINATION                                                            

The master servicer may purchase all of the remaining assets of the trust fund  
and retire all the outstanding classes of certificates on or after the          
distribution date on which the aggregate stated principal balance of the        
mortgage loans and any related real estate owned by the trust fund is less than 
or equal to 10% of the aggregate stated principal balance of the mortgage loans 
as of the cut-off date.                                                         

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

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COLLECTION ACCOUNT; PRIORITY OF DISTRIBUTIONS                                   

On each distribution date, amounts available from each loan group will be       
applied in the following order of priority:                                     

(1)  from amounts available with respect to loan group 2, to payment to the     
     insurer of the monthly premium relating to the financial guaranty insurance
policy for the benefit of the Class 2-A-4 Certificates;               

(2)  to interest on the classes and components of senior certificates relating  
   to that loan group, pro rata; provided, however, that any distribution of
     interest that the Class 1-X-1 IO Component is otherwise entitled to receive
   (after giving effect to any reduction in respect of net deferred interest
allocated to that Component on such distribution date) will first be  
deposited into the carryover shortfall reserve fund;                  

(3)  to principal of the classes and components of the senior certificates      
     relating to that loan group then entitled to principal distributions in the
     manner, order and priority described under "Description of the Certificates
-- Principal" in this prospectus supplement;                          

(4)  to interest on and then principal of the classes and components of the     
  senior certificates not relating to that loan group in the manner, order
   and priority described under "Description of the Certificates -- Transfer
Payments" in this prospectus supplement;                              

(5)  from remaining available funds from both loan groups, to interest on and   
   then principal of the Class M-X Certificates; provided, however, that any
distribution of interest that the Class M-X IO Component is otherwise 
     entitled to receive (after giving effect to any reduction in respect of net
     deferred interest on the mortgage loans allocated to that component on such
 distribution date) will first be deposited into the carryover shortfall
reserve fund;                                                         

(6)  from remaining available funds from both loan groups, to interest on and   
 then principal of each other class of subordinated certificates, in the
 order of their seniority, beginning with the Class M-1 Certificates, as
described under "Description of the Certificates -- Interest" and "-- 
Principal" in this prospectus supplement;                             

(7)  to payment to the insurer the amount of all payments made by the insurer   
  pursuant to the Class 2-A-4 Policy which have not been previously repaid
(without any interest on such amount);                                

(8)  from amounts on deposit in the carryover shortfall reserve fund as         
described under "Description of the Certificates--Carryover Shortfall 
Reserve Fund"; and                                                    

(9)  from remaining available funds from all loan groups, to the Class A-R      
Certificates.                                                         

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

THE CORRIDOR CONTRACT                                                           

The trust fund will have the benefit of an interest rate corridor contract for  
the Class 1-A-1 Certificates. Amounts paid under the corridor contract will be  
available as described in this prospectus supplement to cover carryover         
shortfall amounts resulting from the application of the net rate cap to the     
pass-through rate on the Class 1-A-1 Certificates.                              

Payments under the corridor contract will be made pursuant to the formula       
described in "Description of the Certificates -- The Corridor Contract" in this 
prospectus supplement.                                                          

Any amounts received on the corridor contract for a distribution date that      
remains unpaid will be distributed to Deutsche Bank Securities Inc.             

See "Description of the Certificates -- The Corridor Contracts" in this         
prospectus supplement.                                                          

ADVANCES                                                                        

The master servicer will make cash advances with respect to delinquent payments 
of principal and interest on the mortgage loans to the extent the master        
servicer reasonably 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 payments on the     
certificates and are not intended to guarantee or insure against losses.        

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

CREDIT ENHANCEMENT                                                              

The issuance of senior certificates and subordinated certificates by the trust  
fund is designed to increase the likelihood that senior certificateholders will 
receive regular payments of interest and principal.                             

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SUBORDINATION                                                                   

The senior certificates will have a payment priority over the classes of        
subordinated certificates. Among the subordinated certificates offered by this  
prospectus supplement, the Class M-X Certificates will have a payment priority  
over the other classes of subordinated certificates and the Class M Certificates
will have a payment priority over the Class B Certificates. Within the Class M  
and Class B Certificates, each class of certificates will have a payment        
priority over those classes of certificates, if any, with a higher numerical    
designation.                                                                    

Subordination is designed to provide the holders of certificates with a higher  
payment priority with protection against losses realized when the remaining     
unpaid principal balance on a mortgage loan exceeds the amount of proceeds      
recovered upon the liquidation of that mortgage loan. In general, this loss     
protection is accomplished by allocating the realized losses on the mortgage    
loans in a loan group first, among the subordinated certificates, beginning with
the class of subordinated certificates then outstanding with the lowest payment 
priority, and second to the senior certificates (other than any related notional
amount components) related to that loan group.                                  

The preceding paragraph notwithstanding, realized losses on the mortgage loans  
in each loan group that are allocated to the senior certificates related to such
loan group will be allocated in accordance with the priorities set forth in this
prospectus supplement under "Description of the Certificates -- Allocation of   
Losses."                                                                        

FINANCIAL GUARANTY INSURANCE POLICY                                             

It is a condition of the issuance of the Class 2-A-4 Certificates that they be  
rated, without regard to the Class 2-A-4 Policy, "AAA" by S&P and "Aaa" by      
Moody's. These ratings are the highest possible ratings from each of these      
rating agencies and they are based primarily on the credit enhancement provided 
by the subordinate certificates.                                                

The Class 2-A-4 Certificates will have the benefit of a financial guaranty      
insurance policy (referred to in this prospectus supplement as the Class 2-A-4  
Policy), pursuant to which Financial Security Assurance Inc. will               
unconditionally and irrevocably guarantee certain payments on the Class 2-A-4   
Certificates on each distribution date.                                         

See "Description of the Certificates -- Allocation of Losses" in this prospectus
supplement," Credit Enhancement -- Subordination" in this prospectus supplement 
and in the prospectus and "Credit Enhancement -- The Financial Guaranty         
Insurance Policy" in this prospectus supplement.                                

TAX STATUS                                                                      

For federal income tax purposes, the trust fund (exclusive of the corridor      
contract and the assets in the carryover shortfall reserve fund, the class 2-A-4
reserve fund and the corridor contract reserve fund) will consist of one or more
REMICs: one or more underlying REMICs (if any) and the master REMIC. The assets 
of the lowest underlying REMIC in this tiered structure (or the master REMIC if 
there are no underlying REMICs) will consist of the mortgage loans and any other
assets designated in the pooling and servicing agreement. The master REMIC will 
issue the several classes of certificates, which, other than the Class A-R      
Certificates, will represent the regular interests in the master REMIC. The     
LIBOR Certificates will also represent rights to receive carryover shortfall    
amounts. The Class A-R Certificates will represent ownership of both the        
residual interest in the master REMIC and the residual interests in any         
underlying REMICs.                                                              

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

ERISA CONSIDERATIONS                                                            

The offered certificates (other than the Class A-R 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.                                    

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

LEGAL INVESTMENT                                                                

The senior certificates and the Class M-X, Class M-1, Class M-2, Class M-3 and  
Class M-4 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. None of the other classes of offered           
certificates will be "mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984.                                        

See "Legal Investment" in the prospectus.                                       

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RISK FACTORS

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 5 IN THE PROSPECTUS.                                          

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YOUR YIELD WILL BE AFFECTED BY   Borrowers may, at their option, prepay their   
PREPAYMENTS                      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 rate and timing of principal payments of   
                                 the mortgage loans in the related loan group,  
                                 in the case of the senior certificates, and in 
                                 both loan groups, in the case of the           
                                 subordinated certificates, will affect the     
                                 yields to maturity and weighted average lives  
                                 of the certificates. Any reinvestment risks    
                                 from faster or slower payments on the mortgage 
                                 loans will be borne entirely by the holders of 
                                 the certificates.                              

                                 -    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.             

                                 -    If you purchase a class of Class X        
                                      Certificates or you purchase your         
                                      certificates at a premium and principal is
                                      repaid faster than you anticipate, then   
                                      your yield may be lower than you          
                                      anticipate.                               

                                 -    If you purchase a class of Class X        
                                      Certificates and principal is repaid      
                                      faster than you anticipate, you may lose  
                                      your initial investment.                  

                                 -    If mortgage loans in a loan group with    
                                      relatively higher mortgage rates prepay,  
                                      the pass-through rate on the related      
                                      classes of certificates may be limited or 
                                      reduced and your yield may be lower than  
                                      you anticipate.                           

                                 -    The rate and timing of principal payments 
                                      relative to the amount and timing of      
                                      deferred interest on the mortgage loans in
                                      a loan group will affect the yields to    
                                      maturity on the related classes of        
                                      certificates.                             

                                 See "Description of the Certificates--Interest"
                                 and "Yield, Prepayment and Maturity            
                                 Considerations" in this prospectus supplement  
                                 for a description of factors that may influence
                                 the rate and timing of prepayments on the      
                                 mortgage loans.                                

ALL OF THE MORTGAGE LOANS ARE    All of the mortgage loans provide for the      
SUBJECT TO PREPAYMENT CHARGES    payment by the related mortgagor of a          
                                 prepayment charge. These prepayment charges    
                                 apply to principal prepayments in full         
                                 resulting from sales and refinancings and in   
                                 certain instances curtailments in accordance   
                                 with the provisions of the related mortgage    
                                 note, generally, during the first three years, 
                                 in the case of loan group 1, and during the    
                                 first two                                      

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                                 years, in the case of loan group 2, after      
                                 origination of the applicable mortgage loan.   
                                 Prepayment charges will be distributed to the  
                                 holders of the Class P-1 and Class P-2         
                                 Certificates and will not be available for     
                                 distribution to the holders of the other       
                                 classes of certificates. Prepayment charges may
                                 discourage the related borrowers from prepaying
                                 their mortgage loans during the applicable     
                                 periods.                                       

                                 All other things being equal, the decline in   
                                 market rates of interest relative to the       
                                 interest rates on the mortgage loans with      
                                 prepayment charges must be more significant    
                                 than for other mortgage loans in order to make 
                                 refinancing attractive. At the same time,      
                                 market rates of interest have begun increasing,
                                 and market commentators generally expect that  
                                 trend to continue for some period of time. In  
                                 addition, the mortgage loans are negative      
                                 amortization loans which limit the increase in 
                                 the borrower's monthly payment except in the   
                                 circumstances described in this prospectus     
                                 supplement. As a result, even if the interest  
                                 rates on the applicable mortgage loans are     
                                 increasing, the monthly payments made by the   
                                 borrowers will not change for up to a year     
                                 before the payment is adjusted to reflect the  
                                 higher cost of the increased rate of interest. 
                                 Finally, the index used to determine the       
                                 interest rates on the mortgage loans is an     
                                 average of the applicable reference rates which
                                 tends to "slow" the increase in adjustments to 
                                 the interest rates on the mortgage loans and to
                                 "lag" the increase in market rates of interest 
                                 generally.                                     

                                 We cannot predict the effect that the          
                                 prepayment charges will have on the rate and   
                                 timing of prepayments on the mortgage loans,   
                                 although a prepayment charge may discourage a  
                                 borrower from prepaying the mortgage loan      
                                 during the applicable period.                  

YOUR YIELD ON THE CERTIFICATES   All of the mortgage loans are "NEGATIVE        
WILL BE SUBJECT TO ANY           AMORTIZATION LOANS." After a fixed rate period 
NEGATIVE AMORTIZATION ON THE     for up to three months after origination, the  
RELATED MORTGAGE LOANS           interest rates on negative amortization loans  
                                 may adjust monthly but their monthly payments  
                                 and amortization schedules adjust annually and,
                                 under most circumstances, are subject to       
                                 payment caps. The initial interest rates on    
                                 this type of mortgage loans generally are lower
                                 than the sum of the indices applicable at      
                                 origination and the related margins. During a  
                                 period of rising interest rates, as well as    
                                 prior to the annual adjustment to the monthly  
                                 payment made by the borrower, the amount of    
                                 interest accruing on the principal balance of  
                                 these mortgage loans may exceed the amount of  
                                 the scheduled monthly payment. As a result, a  
                                 portion of the accrued interest on negatively  
                                 amortizing loans may become deferred interest  
                                 which will be added to their principal balances
                                 and will also bear interest at the applicable  
                                 interest rates. The amount of any deferred     
                                 interest accrued on a mortgage loan during a   
                                 due period will reduce the amount of interest  
                                 available to be distributed on the related     
                                 classes of certificates on the related         
                                 distribution date.                             

                                 In addition, the amount by which a monthly     
                                 payment may be adjusted on an annual payment   
                                 adjustment date is limited and may not be      
                                 sufficient to amortize fully the unpaid        
                                 principal balance of a mortgage loan over its  
                                 remaining term to maturity. 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         

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

On each distribution date, the net deferred    
interest on the mortgage loans will be         
allocated to the related classes of            
certificates as described in this prospectus   
supplement under "Description of the           
Certificates -Interest." Any such 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 in a loan group 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 related classes of certificates. The    
resulting reduction in interest collections on 
the mortgage loans in a loan group will be     
offset, in part or in whole, by applying all   
principal prepayments and subsequent recoveries
received on the mortgage loans in that loan    
group to interest distributions on the related 
classes of certificates. Only the amount by    
which the principal prepayments and subsequent 
recoveries received on the mortgage loans in a 
loan group exceed the amount of deferred       
interest on the mortgage loans in that loan    
group will be distributed as principal to the  
related classes of certificates in accordance  
with the priorities set forth in this          
prospectus supplement under "Description of the
Certificates -Principal." For any distribution 
date, the net deferred interest on the mortgage
loans in a loan group will be deducted from the
interest payable to the related certificates as
described in "Description of the               
Certificates--Interest" in this prospectus     
supplement. The amount of the reduction of     
accrued interest distributable to each related 
class of certificates attributable to net      
deferred interest will be added to the class   
certificate balance of that class, except that 
the net deferred interest allocated to a Class 
X IO Component will instead be added to the    
component principal balance of the related     
Class X P Component. Any such allocation of net
deferred interest could, as a result,          

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                                 increase the weighted average lives of the     
                                 related classes of certificates. The increase  
                                 in the class certificate balance of any class  
                                 of certificates and the slower reduction in the
                                 class certificate balances due to the use of   
                                 principal prepayments and subsequent recoveries
                                 received on the related mortgage loans to      
                                 offset the deferred interest will have the     
                                 effect of increasing the applicable investors' 
                                 exposure to realized losses on the related     
                                 mortgage loans. In addition, because the       
                                 allocation of unscheduled payments of principal
                                 received on the mortgage loans between the     
                                 related classes of senior certificates and the 
                                 subordinated certificates may be determined    
                                 based on the relationship between the aggregate
                                 class certificate balance of the senior        
                                 certificates related to that loan group and the
                                 portion of the aggregate class certificate     
                                 balance of the subordinated certificates       
                                 related to that loan group, this method of     
                                 allocating net deferred interest may affect the
                                 rate and timing of distributions of principal  
                                 among the classes of certificates. See         
                                 "Description of the Certificates--Principal" in
                                 this prospectus supplement. We cannot predict  
                                 the extent to which borrowers 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 YIELDS ON THE LIBOR         The pass-through rates on the LIBOR            
CERTIFICATES AND THE MTA         Certificates will be equal to the level of     
CERTIFICATES MAY BE AFFECTED     one-month LIBOR plus a margin, subject to a net
BY CHANGES IN INTEREST RATES     rate cap. The pass-through rates on the MTA    
                                 Certificates will be equal to the level of     
                                 one-year MTA plus a margin, subject to a net   
                                 rate cap. The net rate cap on the pass-through 
                                 rate on a class of LIBOR Certificates or a     
                                 class of MTA Certificates is based on the      
                                 weighted average of the adjusted net mortgage  
                                 rates for the mortgage loans in the related    
                                 loan group or loan groups. Thus, the yields to 
                                 investors in these classes of certificates will
                                 be sensitive to fluctuations in the level of   
                                 LIBOR or one-year MTA, as applicable, and may  
                                 be adversely affected by the application of the
                                 net rate cap.                                  

                                 As of the closing date, the weighted average   
                                 adjusted net mortgage rate for the mortgage    
                                 loans in each loan group will be less than the 
                                 (x) sum of one-month LIBOR for the first       
                                 interest accrual period plus the pass-through  
                                 margin for each related class of LIBOR         
                                 Certificates and (y) one-year MTA for the first
                                 interest accrual period plus the pass-through  
                                 margin for each class of MTA Certificates. As a
                                 result, the pass-through rate for each class of
                                 LIBOR Certificates and MTA Certificates will be
                                 limited by the applicable net rate cap on the  
                                 first distribution date, and may be limited by 
                                 the applicable net rate cap on subsequent      
                                 distribution dates.                            

                                 If the pass-through rate on any class of LIBOR 
                                 Certificates is limited by the related net rate
                                 cap, the resulting interest shortfall may be   
                                 paid on that distribution date or on future    
                                 distribution dates first, from the corridor    
                                 contract in the case of the Class 1-A-1        
                                 Certificates, and then, in the case of all     
                                 classes of LIBOR Certificates, from amounts    
                                 distributed as interest on the related Class X 
                                 IO Component, in each case in the manner and   
                                 priority described in this prospectus          
                                 supplement. Investors in the LIBOR Certificates
                                 need to be aware that, if for any distribution 
                                 date, the pass-through rates for               

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                                 any of the LIBOR Certificates are limited by   
                                 the applicable net rate cap, the Class 1-X-1 IO
                                 or Class M-X IO Components, as applicable, may 
                                 receive no distributions of interest on that   
                                 distribution date, and therefore, no interest  
                                 distributions on such components will be       
                                 deposited in the carryover shortfall reserve   
                                 fund to pay any carryover shortfall amounts of 
                                 the LIBOR Certificates on that distribution    
                                 date. Amounts in respect of interest           
                                 distributions on the Class X IO Components of  
                                 the Class 1-X-1 and Class M-X Certificates will
                                 only be deposited in the carryover shortfall   
                                 reserve fund on future distribution dates if   
                                 the respective pass-through rates on the LIBOR 
                                 Certificates are less than their respective net
                                 rate caps. We cannot assure you that any       
                                 distributions of interest on the Class X IO    
                                 Components will be available, or sufficient, to
                                 pay any carryover shortfall amounts on the     
                                 related classes of LIBOR Certificates on any   
                                 distribution date. Any distributions of        
                                 interest on the Class X P Components will not  
                                 be available on any distribution date to pay   
                                 carryover shortfall amounts.                   

                                 Except with respect to the first three         
                                 distribution dates, the holders of the MTA     
                                 Certificates will not be entitled to recover   
                                 any shortfall resulting from the imposition of 
                                 the applicable net rate cap on any distribution
                                 date.                                          

                                 On the closing date, the depositor will cause  
                                 to be deposited into the carryover shortfall   
                                 reserve fund an amount that is expected to be  
                                 sufficient to cover any carryover shortfall    
                                 amounts on the LIBOR Certificates and the MTA  
                                 Certificates with respect to the first three   
                                 distribution dates. On the first distribution  
                                 date, such amount will be distributed to the   
                                 LIBOR Certificates and the MTA Certificates as 
                                 described under "Description of the            
                                 Certificates--Carryover Shortfall Reserve Fund"
                                 and any remaining amount will be distributed to
                                 Deutsche Bank Securities Inc. and will not be  
                                 available to cover any carryover shortfall     
                                 amounts on subsequent distribution dates.      

                                 The mortgage rate on each of the mortgage loans
                                 will be based on the level of one-year MTA,    
                                 which is a 12-month average of the monthly     
                                 yields on U.S. Treasury securities, adjusted to
                                 a constant maturity of one year. Therefore, a  
                                 lack of correlation exists between the level of
                                 the index used to determine the pass-through   
                                 rates on the LIBOR Certificates and the index  
                                 used to determine the mortgage rates on the    
                                 related mortgage loans. Generally, the nature  
                                 of one-year MTA will cause it to 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.                

YOUR YIELD WILL BE AFFECTED      The timing of principal payments on the        
BY HOW DISTRIBUTIONS ARE         certificates will be affected by a number of   
ALLOCATED TO THE CERTIFICATES    factors, including:                            

                                 -    the extent of principal payments on the   
                                      mortgage loans in the related loan group  
                                      or loan groups;                           

                                 -    how payments of principal are allocated   
                                      among the classes of certificates as      
                                      specified beginning on page S-80 in this  
                                      prospectus supplement;                    

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                                 -    whether the master servicer exercises its 
                                      right to terminate the trust fund;        

                                 -    the rate and timing of payment defaults   
                                      and losses on the mortgage loans in the   
                                      related loan group, in the case of the    
                                      senior certificates, or both loan groups, 
                                      in the case of the subordinated           
                                      certificates;                             

                                 -    repurchases of mortgage loans in the      
                                      related loan group, in the case of the    
                                      senior certificates, or both of the loan  
                                      groups, in the case of the subordinated   
                                      certificates, for material breaches of    
                                      representations and warranties; and       

                                 -    the extent of principal prepayments and   
                                      deferred interest on the mortgage loans in
                                      the related loan group or loan groups.    

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

                                 See "Description of the Certificates --        
                                 Principal," and "-- 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 --    
                                 Assignment of the Mortgage Loans" in this      
                                 prospectus supplement for more information     
                                 regarding the repurchase or substitution of    
                                 mortgage loans.                                

CREDIT ENHANCEMENT MAY NOT BE    Except for the Class 2-A-4 Certificates, the   
SUFFICIENT TO PROTECT SENIOR     certificates are not insured by any financial  
CERTIFICATES FROM LOSSES         guaranty insurance policy. The subordination   
                                 features are intended to enhance the likelihood
                                 that senior certificateholders will receive    
                                 regular payments of interest and principal.    

                                 SUBORDINATION. Credit enhancement will be      
                                 provided for the certificates, first, by the   
                                 right of the holders of more senior            
                                 certificates to receive payments of principal  
                                 before the classes subordinated to them and,   
                                 second, by the allocation of realized losses to
                                 the subordinated classes in the reverse order  
                                 of their priority of payment. This form of     
                                 credit enhancement uses collections on the     
                                 mortgage loans otherwise payable to holders of 
                                 subordinated classes to pay amounts due on more
                                 senior classes. Collections otherwise payable  
                                 to subordinated classes comprise the sole      
                                 source of funds from which this type of credit 
                                 enhancement is provided. Realized losses are   
                                 allocated to the subordinated certificates in  
                                 the reverse order of their priority of payment,
                                 beginning with the subordinated certificates   
                                 then outstanding with the lowest payment       
                                 priority, until the class certificate balance  
                                 (or, in the case of the Class M-X P Component, 
                                 its component principal balance) of each class 
                                 of subordinated certificates 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                         

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                                 amount of funds available for monthly          
                                 distributions to holders of the senior         
                                 certificates.                                  

                                 The preceding paragraph notwithstanding,       
                                 realized losses on the mortgage loans in each  
                                 loan group that are allocated to the related   
                                 senior certificates will be allocated in       
                                 accordance with the priorities set forth in    
                                 this prospectus supplement under "Description  
                                 of the Certificates - Allocation of Losses."   
                                 Among the classes of subordinated certificates,
                                 the Class M-X Certificates will have a payment 
                                 priority over the other classes of subordinated
                                 certificates and the Class M Certificates will 
                                 have a higher payment priority than the Class B
                                 Certificates. Within the Class M and Class B   
                                 Certificates, each class of certificates will  
                                 have a higher payment priority than those      
                                 classes of certificates, if any, with a higher 
                                 numerical designation.                         

                                 Any realized losses allocable to the Class     
                                 2-A-4 Certificates will be covered by the Class
                                 2-A-4 Policy.                                  

                                 See "Description of the Certificates --        
                                 Allocation of Losses" in this prospectus       
                                 supplement, "Credit Enhancement -- The         
                                 Financial Guaranty Insurance Policy" in this   
                                 prospectus supplement and "Credit Enhancement  
                                 -- Subordination" in this prospectus supplement
                                 and in the prospectus.                         

ALL REALIZED LOSSES WILL BE      Previous securitization trusts formed by the   
ALLOCATED FIRST TO               depositor allocated portions of some losses,   
SUBORDINATED CERTIFICATES        such as special hazard losses, bankruptcy      
                                 losses, and fraud losses in excess of the      
                                 amounts set forth in the related prospectus    
                                 supplement, proportionately to each class of   
                                 certificates instead of first to the           
                                 subordinated certificates. All realized losses 
                                 with respect to the mortgage loans to be       
                                 conveyed to the securitization trust described 
                                 in this prospectus supplement will be allocated
                                 first to the subordinated certificates.        

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

CERTAIN INTEREST SHORTFALLS      When a borrower makes a full or partial        
WILL BE ALLOCATED TO THE         prepayment on a mortgage loan, the amount of   
CERTIFICATES                     interest that the borrower is required to pay  
                                 may be less than the amount of interest holders
                                 of certificates related to that mortgage loan  
                                 would otherwise be entitled to receive with    
                                 respect to the mortgage loan. The master       
                                 servicer is required to reduce its master      
                                 servicing fee to offset this shortfall, but the
                                 reduction for any distribution date is limited 
                                 to an amount equal to one-half of the master   
                                 servicing fee for that distribution date. If   
                                 the aggregate amount of interest shortfalls    
                                 resulting from prepayments exceeds the amount  
                                 of the reduction in the master servicing fee,  
                                 the interest entitlement for each class of     
                                 certificates related to the applicable loan    
                                 group will be reduced proportionately by the   
                                 amount of this excess.                         

                                 In addition, your certificates may be subject  
                                 to certain shortfalls in interest collections  
                                 arising from the application of the            
                                 Servicemembers Civil Relief Act and similar    
                                 state laws (referred to in this prospectus     
                                 supplement as the Relief Act). The Relief Act  

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                                 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 offset by a reduction 
                                 in the master servicing fee, and will reduce   
                                 accrued interest on each related class of      
                                 certificates on a pro rata basis. In addition, 
                                 the Relief Act imposes certain limitations that
                                 would impair the master 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.                             

                                 Investors in the Class 2-A-4 Certificates      
                                 should be aware that the Class 2-A-4 Policy    
                                 will not cover interest shortfalls attributable
                                 to prepayments on the mortgage loans, Relief   
                                 Act reductions, debt service reductions or     
                                 carryover shortfall amounts. Any reduction in  
                                 the interest entitlement for the Class 2-A-4   
                                 Certificates as a result of prepayment interest
                                 shortfalls or Relief Act reductions will be    
                                 covered only to the extent of amounts on       
                                 deposit in the Class 2-A-4 reserve fund.       

CERTIFICATES MAY NOT BE          The offered certificates may not be an         
APPROPRIATE FOR SOME INVESTORS   appropriate investment for investors who do not
                                 have sufficient resources or expertise to      
                                 evaluate the particular characteristics of each
                                 applicable class of offered certificates. This 
                                 may be the case because, among other things:   

                                 -    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 and the creation of deferred  
                                      interest on the mortgage loans in the     
                                      related loan group, in the case of the    
                                      senior certificates, or all of the        
                                      mortgage loans, in the case of the        
                                      subordinated certificates;                

                                 -    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 and to changes in interest    
                                      rates and how they affect the payment of  
                                      principal and the accrual of deferred     
                                      interest on the mortgage loans in the     
                                      related loan group, in the case of the    
                                      senior certificates, and on all the       
                                      mortgage loans, in the case of the        
                                      subordinated 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;                            

                                 -    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                      

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

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THE CLASS 1-X-1, CLASS 1-X-3,    The yields to maturity on the Class 1-X-1,     
CLASS 2-X-2 AND CLASS M-X        Class 1-X-3, Class 2-X-2 and Class M-X         
CERTIFICATES ARE SUBJECT TO      Certificates will be especially sensitive to   
SPECIAL RISKS                    the level of prepayments on the mortgage loans 
                                 with higher interest rates in the related loan 
                                 group or loan groups. The respective           
                                 pass-through rates on the Class X IO Components
                                 of these classes of certificates will be       
                                 calculated based upon the excess, if any, of   
                                 the weighted average of the adjusted net       
                                 mortgage rates of the mortgage loans in the    
                                 related loan group or loan groups, over the    
                                 weighted average of the pass-through rates of  
                                 the related classes of certificates in the same
                                 certificate group. The prepayment of mortgage  
                                 loans in a loan group with relatively higher   
                                 net mortgage rates may result in a lower       
                                 weighted average net mortgage rate and, thus,  
                                 may reduce the respective pass-through rates on
                                 the related Class X IO Components to as little 
                                 as 0%.                                         

                                 Increases in one-month LIBOR may increase the  
                                 weighted average pass-through rate on the      
                                 related classes of LIBOR Certificates, which   
                                 would also reduce the pass-through rates on the
                                 Class X IO Components of the LIBOR Class X     
                                 Certificates. If, for any distribution date,   
                                 the weighted average of the adjusted net       
                                 mortgage rates for the related mortgage loans  
                                 is less than or equal to the weighted average  
                                 of the pass-through rates on the other classes 
                                 of certificates in the same certificate group, 
                                 the Class 1-X-1, Class 1-X-3, Class 2-X-2 or   
                                 Class M-X IO Component, as applicable, will    
                                 receive no distributions of interest on that   
                                 distribution date.                             

GEOGRAPHIC CONCENTRATION         The tables under "The Mortgage Pool" in this   
INCREASES RISK THAT              prospectus supplement set forth the geographic 
CERTIFICATE YIELDS COULD BE      concentration of the mortgaged properties for  
IMPAIRED                         the loan groups, including the percentage by   
                                 aggregate stated principal balance of the      
                                 mortgage loans in that loan group as of the    
                                 cut-off date that are located in California.   
                                 Property in California may be more susceptible 
                                 than homes located in other parts of the       
                                 country to some types of uninsurable hazards,  
                                 such as earthquakes, floods, mudslides and     
                                 other natural disasters. In addition,          

                                 -    economic conditions in states with        
                                      significant concentrations (which may or  
                                      may not affect real property values) may  
                                      affect the ability of borrowers to repay  
                                      their loans on time;                      

                                 -    declines in the residential real estate   
                                      markets in states with significant        
                                      concentrations may reduce the values of   
                                      properties located in such states, which  
                                      would result in an increase in the        
                                      loan-to-value ratios; and                 

                                 -    any increase in the market value of       
                                      properties located in states with         
                                      significant concentrations 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.                           

HURRICANE KATRINA MAY POSE       At the end of August 2005, Hurricane Katrina   
SPECIAL RISKS                    caused catastrophic damage to areas in the Gulf
                                 Coast region of the United States. The trust   
                                 fund will not include mortgage loans that are  
                                 secured by                                     

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                                 properties in the states of Louisiana,         
                                 Mississippi and Alabama that are located in a  
                                 FEMA Individual Assistance designated area as a
                                 result of Hurricane Katrina. However, we cannot
                                 assure you that there are no mortgage loans    
                                 secured by properties that experienced material
                                 damage from Hurricane Katrina in the trust     
                                 fund.                                          

                                 Countrywide Home Loans will represent and      
                                 warrant as of the closing date that each       
                                 mortgaged property is free of material damage  
                                 and in good repair. In the event of a breach of
                                 that representation and warranty, Countrywide  
                                 Home Loans will be obligated to repurchase or  
                                 substitute for the related mortgage loan. Any  
                                 such repurchase would have the effect of       
                                 increasing the rate of principal payment on the
                                 certificates. Any damage to a mortgaged        
                                 property that secures a mortgage loan in the   
                                 trust fund occurring after the closing date as 
                                 a result of any other casualty event will not  
                                 cause a breach of this representation and      
                                 warranty.                                      

                                 The full economic impact of Hurricane Katrina  
                                 is uncertain but may affect the ability of     
                                 borrowers to make payments on their mortgage   
                                 loans. Initial economic effects appear to      
                                 include:                                       

                                 -    localized areas of nearly complete        
                                      destruction of the economic infrastructure
                                      and cessation of economic activity,       

                                 -    regional interruptions in travel and      
                                      transportation, tourism and economic      
                                      activity generally, and                   

                                 -    nationwide decreases in petroleum         
                                      availability with a corresponding increase
                                      in price.                                 

                                 We have no way to determine whether other      
                                 effects will arise, how long any of these      
                                 effects may last, or how these effects may     
                                 impact the performance of the mortgage loans.  
                                 Any impact of these events on the performance  
                                 of the mortgage loans may increase the amount  
                                 of losses borne by the holders of the          
                                 certificates or impact the weighted average    
                                 lives of the certificates.                     

IMPACT OF WORLD EVENTS           The economic impact of the United States'      
                                 military operations in Iraq, Afghanistan and   
                                 other parts of the world, as well as the       
                                 possibility of terrorist attacks domestically  
                                 or abroad, is uncertain, but could have a      
                                 material effect on general economic conditions,
                                 consumer confidence and market liquidity. No   
                                 assurance can be given as to the effect of     
                                 these events on consumer confidence and the    
                                 performance of the mortgage loans. Any adverse 
                                 impact resulting from these events would be    
                                 borne by the holders of the certificates.      
                                 United States' military operations may also    
                                 increase the likelihood of shortfalls under the
                                 Relief Act.                                    

YOU MAY HAVE DIFFICULTY          No market for any of the certificates will     
RESELLING CERTIFICATES           exist before they are issued. The underwriter  
                                 intends to make a secondary market in the      
                                 classes of certificates purchased by it, but   
                                 has no obligation to do so. We cannot assure   
                                 you that a secondary market will develop or, if
                                 it develops, that it will continue.            
                                 Consequently, you may not be able to sell your 
                                 certificates readily or at prices that will    
                                 enable you to realize your desired yield. The  
                                 market values of the certificates are          

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likely to fluctuate; these fluctuations may be 
significant and could result in significant    
losses to you.                                 

The secondary markets for mortgage-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.            

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.               

 THE MORTGAGE POOL

GENERAL                                                                         

The depositor, CWALT, Inc., will purchase the mortgage loans in the   
mortgage pool from Countrywide Home Loans, Inc. and one or more other sellers   
affiliated with Countrywide Financial Corporation (each of which is referred to 
in this prospectus supplement as a seller and together they are referred to as  
the sellers) pursuant to a pooling and servicing agreement, dated as of October 
1, 2005, among the sellers, Countrywide Home Loans Servicing LP, as master      
servicer, the depositor and The Bank of New York, as trustee, and will cause the
mortgage loans to be assigned to the trustee for the benefit of the holders of  
the certificates. In this prospectus supplement, the mortgage loans in loan     
group 1 and loan group 2 are referred to as the "GROUP 1 MORTGAGE LOANS" and the
"GROUP 2 MORTGAGE LOANS", respectively, and together they are referred to as the
"MORTGAGE LOANS".                                                               

     Under the pooling and servicing agreement, Countrywide Home Loans will make
certain 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. In       
addition, each of the sellers will represent and warrant that, prior to the sale
of the related Mortgage Loans to the depositor, the applicable seller had good  
title to the Mortgage Loans sold by it. Subject to the limitations described in 
the next sentence and under "-- Assignment of the Mortgage Loans," Countrywide  
Home Loans (or the related seller, in the case of the representation regarding  
good title) will be obligated to repurchase or substitute a similar mortgage    
loan for any Mortgage Loan as to which there exists deficient documentation 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 Mortgage Loan.
Countrywide Home Loans 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 Countrywide Home Loans'   
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 adversely affect the interests of the                   
certificateholders. See "Mortgage Loan Program -- Representations by Sellers;   
Repurchases" in the prospectus. Under the pooling and servicing agreement, the  
depositor will assign all of its right, title and interest in the               
representations, warranties and covenants                                       

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(including the sellers' repurchase or substitution obligations) 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 which are otherwise defective. The sellers are selling the     
Mortgage Loans without recourse and will have no obligation with respect to the 
certificates in their respective capacities as sellers other than the repurchase
or substitution obligations described above. The obligations of the master      
servicer with respect to the certificates are limited to the master servicer's  
contractual servicing obligations under the pooling and servicing agreement.    

     The statistical information with respect to the Mortgage Loans set forth in
this prospectus supplement is based on the Stated Principal Balances of the     
Mortgage Loans as of the later of (x) October 1, 2005 and (y) the date of       
origination of each such Mortgage Loan (such date, the "CUT-OFF DATE"). 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 aggregate Stated Principal Balance of the 
Mortgage Loans in the mortgage pool was approximately $1,603,926,865, which is  
referred to as the "CUT OFF DATE POOL PRINCIPAL BALANCE." These Mortgage Loans  
have been divided into two groups of Mortgage Loans (each is referred to as a   
"LOAN GROUP"): loan group 1, which had an aggregate Stated Principal Balance as 
of the cut off date of approximately $491,751,612, and loan group 2, which had  
an aggregate Stated Principal Balance as of the cut off date of approximately   
$1,112,175,253.                                                                 

     All of the Mortgage Loans will have original terms to maturity of 30 years.
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  
such 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 five percent.                            

   All of the Mortgage Loans will provide that payments are due on the first
day of each month (the "DUE DATE"). Scheduled monthly payments made by the      
borrowers 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. 
All of the Mortgage Loans will provide for a prepayment charge if the borrowers 
prepay their mortgage loans within a period of up to thirty-nine months after   
origination. All of the Mortgage Loans in loan group 1 will have a prepayment   
charge period of up to thirty-nine months, and all of the Mortgage Loans in loan
group 2 will have a prepayment charge period of up to twenty-four months. The   
holders of the Class P-1 and Class P-2 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.                

    The mortgage rate (the "MORTGAGE RATE") of each of the Mortgage Loans will
adjust in accordance with the terms of the related Mortgage Note. The Mortgage  
Loans will provide for the adjustment to their respective Mortgage Rates at the 
end of the initial fixed-rate period, if any, and monthly thereafter (each such 
date, "ADJUSTMENT DATE") to equal the sum of the applicable Mortgage Index and  
the fixed percentage amount specified in the related mortgage note (the "GROSS  
MARGIN"). The "MORTGAGE INDEX" for the Mortgage Rate for each Mortgage Loan is  
the twelve-month average monthly yield on U.S. Treasury Securities adjusted to a
constant maturity of one-year, as published by the Federal Reserve Board in the 
Federal Reserve Statistical Release "Selected Interest Rates (H.15)" ("ONE-YEAR 
MTA").                                                                          

All of the Mortgage Loans will be "NEGATIVE AMORTIZATION LOANS." The  
Mortgage Rates for the Negative Amortization Loans are generally fixed for the  
one or three month period beginning with the month prior to the                 

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month in which the first scheduled payment occurs under the mortgage note (and  
the related Mortgage Rate during such time period generally is less than the sum
of the applicable Mortgage Index and the related Gross Margin) and then they    
adjust monthly, but the scheduled payments on the Negative Amortization Loans   
adjust annually on a date specified in the related mortgage note, subject to the
conditions (the "PAYMENT CAPS") that (i) the amount of the monthly payment (with
the exception of each fifth payment change date or the final payment change     
date) will not increase by an amount that is more than 7.50% of the monthly     
payment prior to the adjustment, (ii) as of the fifth payment adjustment date   
and on the same day every fifth year thereafter and on the last payment         
adjustment date, the monthly payment will be recast without regard to the       
limitation in clause (i) above and (iii) if the unpaid principal balance exceeds
110% or 115%, as applicable, of the original principal balance due to Deferred  
Interest, the monthly payment will be recast without regard to the limitation in
clause (i) to amortize fully the then unpaid principal balance of the Negative  
Amortization Loan over its remaining term to maturity.                          

Since the Mortgage Rates 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 Negative    
Amortization Loan over its then remaining term at the applicable Mortgage Rate. 
Accordingly, Negative Amortization 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 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 accrual period at 
the applicable Mortgage Rate is greater than the entire monthly payment due on  
the related Due Date (such excess accrued interest, "DEFERRED INTEREST")); 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 accrual    
period at the applicable Mortgage Rate and to reduce principal in accordance    
with a fully amortizing schedule). Any Deferred Interest is added to the        
principal balance of the applicable Negative Amortization Loan and, if such     
Deferred Interest is not offset by subsequent accelerated amortization, it may  
result in a final lump sum payment at maturity greater than, and potentially    
substantially greater than, the monthly payment due in the immediately preceding
Due Period.                                                                     

  Adjustments to the Mortgage Rate for each Mortgage Loan are subject to a
lifetime maximum interest rate (the "MAXIMUM MORTGAGE RATE"). After the initial 
one or three month period during which the Mortgage Rate is fixed, each Mortgage
Loan specifies a lifetime minimum interest rate (the "MINIMUM MORTGAGE RATE"),  
which is equal to the Gross Margin for that Mortgage Loan.                      

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

                                                        [Enlarge/Download Table]

   LOAN GROUP    EARLIEST FIRST PAYMENT DATE  EARLIEST STATED MATURITY DATE  LATEST STATED MATURITY DATE
---------------  ---------------------------  -----------------------------  ---------------------------
                                                                                                        
Loan Group 1...          May 1, 2005                  April 1, 2035                November 1, 2035     
Loan Group 2...         August 1, 2005                 July 1, 2035                November 1, 2035     

  As of the cut-off date, no Mortgage Loan will be delinquent more than 30
days.                                                                           

As of the cut-off date, no Mortgage Loan will be subject to a buydown 
agreement.                                                                      

 No Mortgage Loan will have a Loan-to-Value Ratio at origination of more
than 95.00%. Generally, each Mortgage Loan 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. The policy provides coverage in an amount equal to a specified  
percentage multiplied by the sum of the remaining principal balance of the      
related Mortgage Loan, the accrued interest on it and the related foreclosure   
expenses. The specified coverage percentage for the Mortgage Loans with terms to
maturity of between 25 and 30 years is, generally, 12% for Loan-to-Value Ratios 
between 80.01% and 85.00%, 25% for Loan-to-Value Ratios between 85.01% and      
90.00%, 30% for Loan-to-Value Ratios between 90.01% and 95.00% and 35% for      
Loan-to-Value Ratios between 95.01% and 100%. The specified coverage percentage 
for Mortgage Loans with terms to maturity of up to 20 years ranges from 6% to   
12% for Loan-to-Value Ratios between 80.01% to 85.00%; from 12% to 20% for      
Loan-to-Value Ratios between 85.01% to 90.00% and 20% to 25% for Loan-to-Value  
Ratios between 90.01% to 95.00%. The required coverage percentage of mortgage   
insurance is determined by the type, term and Loan-to-Value Ratio of the        
mortgage loan and may also vary based on occupancy type. However, under certain 
circumstances, the specified coverage level may vary from the foregoing. With   
respect to 58 Mortgage Loans                                                    

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constituting approximately 3.04% of the Group 1 Mortgage Loans and 87 Mortgage  
Loans constituting approximately 2.32% of the Group 2 Mortgage Loans, in each   
case by aggregate Stated Principal Balance of the Mortgage Loans in the related 
loan group as of the cut off date and that will be identified on the mortgage   
loan schedule, the lender (rather than the borrower) acquired the primary       
mortgage guaranty insurance and charged the related borrower an interest        
premium. Except for these lender acquired mortgage insurance Mortgage Loans, no 
primary mortgage guaranty insurance policy will be required with respect to any 
Mortgage Loan if maintaining the policy is prohibited by applicable law or after
the date on which the related Loan to Value Ratio is 80% or less or, based on a 
new appraisal, the principal balance of the Mortgage Loan represents 80% or less
of the new appraised value. The primary mortgage guaranty insurance policy will 
be maintained for the life of any lender acquired mortgage insurance mortgage   
loans, unless otherwise provided in the mortgage note or otherwise prohibited by
law.                                                                            

Except for the lender acquired mortgage insurance Mortgage Loans, no  
primary mortgage guaranty insurance policy will be required with respect to any 
Mortgage Loan if maintaining the policy is prohibited by applicable law or after
the date on which the related Loan-to-Value Ratio is 80% or less or, based on a 
new appraisal, the principal balance of the Mortgage Loan represents 80% or less
of the new appraised value. The primary mortgage guaranty insurance policy will 
be maintained for the life of the lender acquired mortgage insurance Mortgage   
Loans, unless otherwise provided in the mortgage note or otherwise prohibited by
law.                                                                            

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 the related Mortgage Loan at the date of determination and the       
denominator of which is                                                         

          -    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

         -    in the case of a refinance, the appraised value of the mortgaged
            property at the time of the refinance, except in the case of a
            mortgage loan underwritten pursuant to Countrywide Home Loans'
      Streamlined Documentation Program as described under "--
Underwriting Process".                            

With respect to Mortgage Loans originated pursuant to the Streamlined 
Documentation Program,                                                          

         -    if the loan-to-value ratio at the time of the origination of the
         Mortgage Loan being refinanced was 80% or less and the loan
               amount of the new loan being originated is $650,000 or less, then
          the "LOAN-TO-VALUE RATIO" will be the ratio of the principal
             amount of the new Mortgage Loan being originated divided by the
              appraised value of the related mortgaged property at the time of
       the origination of the Mortgage Loan being refinanced, as
               reconfirmed by Countrywide Home Loans using an automated property
valuation system; or                              

         -    if the loan-to-value ratio at the time of the origination of the
             Mortgage Loan being refinanced was greater than 80% or the loan
               amount of the new loan being originated is greater than $650,000,
               then the "LOAN-TO-VALUE RATIO" will be the ratio of the principal
             amount of the new Mortgage Loan being originated divided by the
             appraised value of the related mortgaged property as determined
               by an appraisal obtained by Countrywide Home Loans at the time of
           the origination of the new mortgage loan. See "--Underwriting
Process" in this prospectus supplement.           

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.                                                             

The following information sets forth certain characteristics of the   
Mortgage Loans in each loan group as of the cut-off date. Other than with       
respect to rates of interest, percentages (approximate) are stated by the       
aggregate Stated Principal Balance of the Mortgage Loans, in the applicable loan
group, as of the cut-off date. The sum in any column of the following tables may
not equal the indicated value due to rounding. In addition, each weighted       
average FICO credit score set forth below has been calculated without regard to 
any Mortgage Loan for which the FICO credit score is not available.             

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LOAN GROUP 1

LOAN PROGRAM

                                                        [Enlarge/Download Table]

                                                                                            WEIGHTED                         
                                                            % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                NUMBER       AGGREGATE    MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                  OF         PRINCIPAL    LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                               MORTGAGE       BALANCE       LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
LOAN PROGRAM                     LOANS      OUTSTANDING    GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
------------                   --------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                             
One-Year MTA..................   1,222   $491,751,612.03   100.00%   402,415.39    2.451      360        689        75.51    
                                 -----   ---------------   ------                                                            
   Total......................   1,222   $491,751,612.03   100.00%                                                           
                                 =====   ===============   ======                                                            

 CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)

                                                        [Enlarge/Download Table]

                                                                                             WEIGHTED                         
                                                            % OF       AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                NUMBER       AGGREGATE    MORTGAGE    PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
RANGE OF                          OF         PRINCIPAL    LOANS IN     BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
CURRENT MORTGAGE               MORTGAGE       BALANCE       LOAN     OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
LOAN PRINCIPAL BALANCES ($)      LOANS      OUTSTANDING    GROUP 1       ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
---------------------------    --------  ---------------  --------  ------------  --------  ---------  --------  -------------
                                                                                                                              
0.01 - 50,000.00 .............       1   $     17,947.89     0.00%     17,947.89    6.375      358        694        90.00    
50,000.01 - 100,000.00 .......      28      2,326,031.79     0.47      83,072.56    2.647      360        696        72.74    
100,000.01 - 150,000.00 ......      72      9,171,009.12     1.86     127,375.13    3.782      359        675        79.93    
150,000.01 - 200,000.00 ......     116     20,734,320.25     4.22     178,744.14    3.572      359        680        77.84    
200,000.01 - 250,000.00 ......     107     24,050,873.25     4.89     224,774.52    3.160      359        679        76.46    
250,000.01 - 300,000.00 ......     112     30,879,686.29     6.28     275,711.48    2.926      359        671        77.45    
300,000.01 - 350,000.00 ......     102     33,038,799.20     6.72     323,909.80    3.305      359        680        78.98    
350,000.01 - 400,000.00 ......     139     52,897,024.36    10.76     380,554.13    2.608      360        686        76.19    
400,000.01 - 450,000.00 ......     121     51,944,925.28    10.56     429,296.90    2.409      360        696        75.54    
450,000.01 - 500,000.00 ......     141     66,899,278.40    13.60     474,462.97    2.182      360        695        76.62    
500,000.01 - 550,000.00 ......      79     41,702,005.81     8.48     527,873.49    2.246      360        694        76.83    
550,000.01 - 600,000.00 ......      57     32,896,085.77     6.69     577,124.31    1.766      360        699        75.92    
600,000.01 - 650,000.00 ......      53     33,439,682.61     6.80     630,937.41    1.943      360        702        76.38    
650,000.01 - 700,000.00 ......      12      8,159,633.14     1.66     679,969.43    2.063      360        664        72.23    
700,000.01 - 750,000.00 ......       9      6,522,000.00     1.33     724,666.67    1.098      360        691        74.73    
750,000.01 - 1,000,000.00 ....      50     44,611,807.37     9.07     892,236.15    2.477      360        689        70.83    
1,000,000.01 - 1,500,000.00 ..      18     23,031,001.50     4.68   1,279,500.08    1.630      360        694        70.23    
1,500,000.01 - 2,000,000.00 ..       5      9,429,500.00     1.92   1,885,900.00    1.766      360        698        62.17    
                                 -----   ---------------   ------                                                             
   Total......................   1,222   $491,751,612.03   100.00%                                                            
                                 =====   ===============   ======                                                             

----------                                                                      
(1)  As of the cut-off date, the average current mortgage loan principal balance
of the Mortgage Loans in loan group 1 was approximately $402,415.     

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 STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)

                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                 WEIGHTED 
                                                             % OF       AVERAGE    WEIGHTED   AVERAGE                  AVERAGE  
                                NUMBER      AGGREGATE      MORTGAGE    PRINCIPAL    AVERAGE  REMAINING    WEIGHTED     ORIGINAL 
                                  OF        PRINCIPAL        LOANS      BALANCE     CURRENT   TERM TO     AVERAGE      LOAN-TO- 
                               MORTGAGE      BALANCE        IN LOAN   OUTSTANDING  MORTGAGE   MATURITY  FICO CREDIT  VALUE RATIO
STATE                            LOANS     OUTSTANDING      GROUP 1       ($)      RATE (%)   (MONTHS)     SCORE         (%)    
-----                          --------  ---------------  ----------  -----------  --------  ---------  -----------  -----------
                                                                                                                                
California ...................     689   $308,268,378.66     62.69%    447,414.19    2.389      360         691         75.57   
Florida ......................     154     52,053,550.87     10.59     338,010.07    2.578      360         691         75.24   
Maryland .....................      18     10,202,067.58      2.07     566,781.53    2.964      359         680         74.76   
Nevada .......................      64     24,622,250.52      5.01     384,722.66    2.119      360         691         75.09   
New York .....................      25     13,552,900.00      2.76     542,116.00    1.349      360         689         73.68   
Other (less than 2%) .........     272     83,052,464.40     16.89     305,339.94    2.815      359         682         75.97   
                                 -----   ---------------    ------                                                              
   Total .....................   1,222   $491,751,612.03    100.00%                                                             
                                 =====   ===============    ======                                                              

(1)  The Other row in the preceding table includes 29 other states and the      
  District of Columbia with under 2% concentrations individually As of the
  cut-off date, no more than approximately 0.932% of the Mortgage Loans in
     loan group 1 were secured by mortgaged properties located in any one postal
zip code area.                                                        

 ORIGINAL LOAN-TO-VALUE RATIOS(1)(2)

                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                 WEIGHTED 
                                                             % OF       AVERAGE    WEIGHTED   AVERAGE                  AVERAGE  
                                NUMBER      AGGREGATE      MORTGAGE    PRINCIPAL    AVERAGE  REMAINING    WEIGHTED     ORIGINAL 
                                  OF        PRINCIPAL        LOANS      BALANCE     CURRENT   TERM TO     AVERAGE      LOAN-TO- 
RANGE OF ORIGINAL              MORTGAGE      BALANCE        IN LOAN   OUTSTANDING  MORTGAGE   MATURITY  FICO CREDIT  VALUE RATIO
LOAN-TO-VALUE RATIOS (%)         LOANS     OUTSTANDING      GROUP 1       ($)      RATE (%)   (MONTHS)     SCORE         (%)    
------------------------       --------  ---------------  ----------  -----------  --------  ---------  -----------  -----------
                                                                                                                                
50.00 or Less ................      25   $  9,215,442.54      1.87%    368,617.70    2.028      359         709         41.56   
50.01 - 55.00 ................      17      6,987,793.87      1.42     411,046.70    1.752      360         693         53.11   
55.01 - 60.00 ................      38     22,170,939.76      4.51     583,445.78    1.574      360         682         58.05   
60.01 - 65.00 ................      41     18,760,545.07      3.82     457,574.27    2.343      360         691         62.85   
65.01 - 70.00 ................      87     45,996,288.73      9.35     528,692.97    1.776      360         680         68.72   
70.01 - 75.00 ................     209     92,173,063.87     18.74     441,019.44    2.406      360         687         74.23   
75.01 - 80.00 ................     690    267,866,160.45     54.47     388,211.83    2.318      360         693         79.63   
80.01 - 85.00 ................      17      4,556,510.05      0.93     268,030.00    4.264      360         692         84.22   
85.01 - 90.00 ................      53     14,205,613.02      2.89     268,030.43    6.283      358         673         89.20   
90.01 - 95.00 ................      45      9,819,254.67      2.00     218,205.66    6.336      358         664         94.49   
                                 -----   ---------------    ------                                                              
   Total .....................   1,222   $491,751,612.03    100.00%                                                             
                                 =====   ===============    ======                                                              

----------                                                                      
(1)  As of the cut-off date, the weighted average original Loan-to-Value Ratio  
of the Mortgage Loans in loan group 1 was approximately 75.51%.       

(2)  Does not take into account any secondary financing on the Mortgage Loans in
loan group 1 that may exist at the time of origination.               

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 CURRENT MORTGAGE RATES(1)

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                                                                                    WEIGHTED                 WEIGHTED 
                                                             % OF       AVERAGE     AVERAGE                  AVERAGE  
                                NUMBER      AGGREGATE      MORTGAGE    PRINCIPAL   REMAINING    WEIGHTED     ORIGINAL 
                                  OF        PRINCIPAL        LOANS      BALANCE     TERM TO     AVERAGE      LOAN-TO- 
                               MORTGAGE      BALANCE        IN LOAN   OUTSTANDING   MATURITY  FICO CREDIT  VALUE RATIO
CURRENT MORTGAGE RATE (%)        LOANS     OUTSTANDING      GROUP 1       ($)       (MONTHS)     SCORE         (%)    
------------------------       --------  ---------------  ----------  -----------  ---------  -----------  -----------
                                                                                                                      
1.000 ........................    507    $233,475,027.89    47.48%     460,503.01     360         694         73.93   
1.250 ........................     50      22,225,893.00     4.52      444,517.86     360         660         73.76   
1.350 ........................      1         439,000.00     0.09      439,000.00     360         671         64.94   
1.375 ........................     92      28,926,414.00     5.88      314,417.54     360         704         75.52   
1.500 ........................     56      30,619,823.00     6.23      546,782.55     360         685         75.02   
1.625 ........................      7       1,362,000.00     0.28      194,571.43     360         692         56.64   
1.750 ........................     49      19,234,066.28     3.91      392,531.96     360         657         76.79   
1.875 ........................      6       2,547,850.00     0.52      424,641.67     360         702         72.47   
2.000 ........................     16       7,653,050.00     1.56      478,315.63     360         676         73.33   
2.125 ........................     10       2,122,160.00     0.43      212,216.00     360         729         75.98   
2.135 ........................      1         178,500.00     0.04      178,500.00     360         654         85.00   
2.250 ........................      4       1,488,800.00     0.30      372,200.00     360         663         77.59   
2.290 ........................      1         356,000.00     0.07      356,000.00     360         689         86.83   
2.375 ........................      7       2,124,000.00     0.43      303,428.57     360         705         67.50   
2.500 ........................     21       5,738,413.00     1.17      273,257.76     360         693         78.98   
2.505 ........................      1         607,750.00     0.12      607,750.00     360         720         85.00   
2.670 ........................      3         654,750.00     0.13      218,250.00     360         683         84.27   
2.750 ........................      7       3,574,143.02     0.73      510,591.86     360         685         78.32   
2.875 ........................      3         943,450.00     0.19      314,483.33     360         648         75.94   
2.970 ........................      1         170,484.09     0.03      170,484.09     358         643         95.00   
3.000 ........................     23       5,952,351.00     1.21      258,797.87     360         719         78.50   
3.250 ........................      2         597,600.00     0.12      298,800.00     360         665         80.00   
3.375 ........................      5       2,472,751.00     0.50      494,550.20     360         743         78.34   
3.500 ........................     10       2,773,640.00     0.56      277,364.00     360         727         77.46   
3.625 ........................      1         510,000.00     0.10      510,000.00     360         649         78.46   
3.750 ........................      5       1,335,750.00     0.27      267,150.00     360         655         74.04   
4.875 ........................      1         272,349.42     0.06      272,349.42     359         652         67.08   
5.250 ........................      1         255,283.27     0.05      255,283.27     357         677         80.00   
5.465 ........................      1         205,959.59     0.04      205,959.59     358         654         89.98   
5.480 ........................      1         280,055.37     0.06      280,055.37     358         640         89.69   
5.500 ........................      5       2,016,323.58     0.41      403,264.72     359         685         71.80   
5.625 ........................      9       4,411,705.70     0.90      490,189.52     359         694         78.50   
5.640 ........................      1         144,829.80     0.03      144,829.80     358         641         89.99   
5.700 ........................      1         434,215.69     0.09      434,215.69     357         700         95.00   
5.730 ........................      1         161,398.47     0.03      161,398.47     358         634         95.00   

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                                                        [Enlarge/Download Table]

                                                                                     WEIGHTED                            
                                                            % OF                      AVERAGE   WEIGHTED      WEIGHTED   
                                NUMBER      AGGREGATE     MORTGAGE      AVERAGE      REMAINING   AVERAGE      AVERAGE    
                                  OF        PRINCIPAL     LOANS IN     PRINCIPAL      TERM TO     FICO        ORIGINAL   
                               MORTGAGE      BALANCE        LOAN        BALANCE       MATURITY   CREDIT       LOAN-TO-   
CURRENT MORTGAGE RATE (%)        LOANS     OUTSTANDING     GROUP 1  OUTSTANDING ($)   (MONTHS)    SCORE   VALUE RATIO (%)
-------------------------      --------  ---------------  --------  ---------------  ---------  --------  ---------------
                                                                                                                         
5.750 ........................       5      1,855,441.46     0.38      371,088.29       359        682         78.64     
5.760 ........................       1        117,076.27     0.02      117,076.27       359        648         85.00     
5.770 ........................       1        378,223.49     0.08      378,223.49       357        691         95.00     
5.830 ........................       1        304,396.48     0.06      304,396.48       357        647         90.00     
5.875 ........................      38     13,916,577.06     2.83      366,225.71       358        680         73.63     
5.905 ........................       1        267,701.15     0.05      267,701.15       358        647         93.98     
5.955 ........................       1        119,714.03     0.02      119,714.03       359        663         83.62     
6.000 ........................      53     19,444,329.46     3.95      366,874.14       359        686         75.52     
6.040 ........................       1        346,665.46     0.07      346,665.46       358        721         95.00     
6.090 ........................       1        396,507.84     0.08      396,507.84       357        639         90.00     
6.095 ........................       1        169,028.68     0.03      169,028.68       358        659         95.00     
6.105 ........................       1        484,094.08     0.10      484,094.08       359        668         84.50     
6.125 ........................      48     15,996,386.61     3.25      333,258.05       358        691         80.48     
6.155 ........................       1        150,936.48     0.03      150,936.48       358        654         94.38     
6.170 ........................       1        157,083.85     0.03      157,083.85       358        629         90.90     
6.215 ........................       1        202,091.45     0.04      202,091.45       358        654         90.00     
6.240 ........................       1        242,464.86     0.05      242,464.86       357        621         95.00     
6.250 ........................      30     12,399,074.73     2.52      413,302.49       359        687         77.53     
6.270 ........................       1        161,086.52     0.03      161,086.52       358        636         95.00     
6.280 ........................       4        790,409.05     0.16      197,602.26       358        636         93.60     
6.290 ........................       1        296,954.19     0.06      296,954.19       358        710         90.00     
6.320 ........................       1        301,111.56     0.06      301,111.56       357        691         95.00     
6.355 ........................       2        516,621.88     0.11      258,310.94       357        657         93.08     
6.360 ........................       1        260,064.60     0.05      260,064.60       358        755         90.00     
6.375 ........................      23      8,424,865.08     1.71      366,298.48       359        690         78.80     
6.395 ........................       2        565,438.50     0.11      282,719.25       358        638         93.50     
6.400 ........................       1        243,314.47     0.05      243,314.47       357        699         90.00     
6.405 ........................       3        466,628.94     0.09      155,542.98       358        639         93.20     
6.415 ........................       1        282,393.55     0.06      282,393.55       358        675         90.00     
6.420 ........................       1        411,430.80     0.08      411,430.80       356        692         94.25     
6.430 ........................       2        494,538.41     0.10      247,269.21       358        644         89.26     
6.440 ........................       2        333,017.90     0.07      166,508.95       358        676         90.00     
6.480 ........................       1        346,518.60     0.07      346,518.60       358        675         90.00     
6.500 ........................      30      9,863,239.55     2.01      328,774.65       359        703         80.21     
6.530 ........................       2        622,350.93     0.13      311,175.47       359        702         82.60     
6.540 ........................       1        292,515.70     0.06      292,515.70       358        711         90.00     

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                                                        [Enlarge/Download Table]

                                                                                     WEIGHTED                            
                                                            % OF                      AVERAGE   WEIGHTED      WEIGHTED   
                                NUMBER      AGGREGATE     MORTGAGE      AVERAGE      REMAINING   AVERAGE      AVERAGE    
                                  OF        PRINCIPAL     LOANS IN     PRINCIPAL      TERM TO     FICO        ORIGINAL   
                               MORTGAGE      BALANCE        LOAN        BALANCE       MATURITY   CREDIT       LOAN-TO-   
CURRENT MORTGAGE RATE (%)        LOANS     OUTSTANDING     GROUP 1  OUTSTANDING ($)   (MONTHS)    SCORE   VALUE RATIO (%)
-------------------------      --------  ---------------  --------  ---------------  ---------  --------  ---------------
                                                                                                                         
6.555 ........................       1        463,476.70     0.09      463,476.70       358        649         90.00     
6.625 ........................      35     10,280,677.30     2.09      293,733.64       359        684         77.97     
6.665 ........................       1        396,039.29     0.08      396,039.29       358        650         90.00     
6.750 ........................       1         59,865.26     0.01       59,865.26       359        667         80.00     
6.790 ........................       1        375,326.68     0.08      375,326.68       359        761         86.44     
6.795 ........................       1        113,791.50     0.02      113,791.50       359        733         84.44     
6.855 ........................       1        190,793.88     0.04      190,793.88       358        787         90.00     
6.875 ........................       4      1,812,812.56     0.37      453,203.14       358        699         75.89     
7.000 ........................       1        172,748.02     0.04      172,748.02       356        679         80.00     
                                 -----   ---------------   ------                                                        
   Total......................   1,222   $491,751,612.03   100.00%                                                       
                                 =====   ===============   ======                                                        

----------                                                                      
(1)  The current mortgage rates listed in the preceding table include lender    
paid mortgage insurance premiums. As of the cut-off date, the weighted
 average current mortgage rate of the Mortgage Loans in loan group 1 was
approximately 2.451% per annum. As of the cut-off date, the weighted  
    average current mortgage rate of the Mortgage Loans in loan group 1 net of
   the premium charged by the lender in connection with lender paid mortgage
insurance was approximately 2.429% per annum.                         

 TYPES OF MORTGAGED PROPERTIES

                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                         
                                                              % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                 NUMBER       AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                   OF         PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE       BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
PROPERTY TYPE                     LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
-------------                  ----------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                               
2-4 Family Residence .........       95    $ 40,303,948.77     8.20%   424,252.09    2.607      360        703        73.56    
High-rise Condominium ........       15       6,126,426.34     1.25    408,428.42    1.905      360        717        74.44    
Low-rise Condominium .........      100      30,774,729.73     6.26    307,747.30    2.384      360        697        77.53    
Planned Unit Development .....      239      99,847,659.49    20.30    417,772.63    2.580      360        692        76.14    
Single Family Residence ......      773     314,698,847.70    64.00    407,113.65    2.407      360        686        75.39    
                                  -----    ---------------   ------                                                            
   TOTAL......................    1,222    $491,751,612.03   100.00%                                                           
                                  =====    ===============   ======                                                            

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LOAN PURPOSE

                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                         
                                                              % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                 NUMBER       AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                   OF         PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE       BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
LOAN PURPOSE                      LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
-------------                  ----------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                               
Refinance (cash-out) .........      664    $266,342,234.30    54.16%   401,117.82    2.375      360        687        73.39    
Purchase .....................      361     148,068,202.73    30.11    410,161.23    2.453      360        699        78.75    
Refinance (rate/term) ........      197      77,341,175.00    15.73    392,594.80    2.709      360        679        76.60    
                                  -----    ---------------   ------                                                            
   TOTAL......................    1,222    $491,751,612.03   100.00%                                                           
                                  =====    ===============   ======                                                            

OCCUPANCY TYPES(1)

                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                         
                                                              % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                 NUMBER       AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                   OF         PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE       BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
OCCUPANCY TYPE                    LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
--------------                 ----------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                               
Investment Property ..........      218    $ 66,401,764.90    13.50%   304,595.25    2.696      360        706        74.83    
Primary Residence ............      972     413,228,001.99    84.03    425,131.69    2.405      360        686        75.70    
Secondary Residence ..........       32      12,121,845.14     2.47    378,807.66    2.662      360        711        72.99    
                                  -----    ---------------   ------                                                            
   TOTAL......................    1,222    $491,751,612.03   100.00%                                                           
                                  =====    ===============   ======                                                            

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

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REMAINING TERMS TO MATURITY(1)

                                                        [Enlarge/Download Table]

                                                            % OF                     WEIGHTED  WEIGHTED      WEIGHTED   
                                NUMBER      AGGREGATE     MORTGAGE      AVERAGE       AVERAGE   AVERAGE      AVERAGE    
                                  OF        PRINCIPAL     LOANS IN     PRINCIPAL      CURRENT    FICO        ORIGINAL   
REMAINING TERM                 MORTGAGE      BALANCE        LOAN        BALANCE      MORTGAGE   CREDIT       LOAN-TO-   
TO MATURITY (MONTHS)             LOANS     OUTSTANDING     GROUP 1  OUTSTANDING ($)  RATE (%)    SCORE   VALUE RATIO (%)
--------------------           --------  ---------------  --------  ---------------  --------  --------  ---------------
                                                                                                                        
360 ..........................     876   $374,304,934.00    76.12%     427,288.74      1.301      690          74.42    
359 ..........................     189     70,029,215.88    14.24      370,524.95      6.006      692          76.23    
358 ..........................     118     34,088,598.36     6.93      288,886.43      6.284      678          83.44    
357 ..........................      32     10,560,584.38     2.15      330,018.26      6.252      679          84.99    
356 ..........................       3      1,426,312.01     0.29      475,437.34      6.628      670          84.11    
355 ..........................       2        284,592.30     0.06      142,296.15      5.913      689          86.97    
354 ..........................       2      1,057,375.10     0.22      528,687.55      5.956      675          49.53    
                                 -----   ---------------   ------                                                       
   TOTAL .....................   1,222   $491,751,612.03   100.00%                                                      
                                 =====   ===============   ======                                                       

----------                                                                      
(1)  As of the cut-off date, the weighted average remaining term to maturity of 
the Mortgage Loans in loan group 1 was approximately 360 months.      

DOCUMENTATION PROGRAMS

                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                         
                                                              % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                 NUMBER       AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                   OF         PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE       BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
DOCUMENTATION PROGRAM             LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
---------------------          ----------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                               
Full/Alternative .............      177    $ 59,964,070.16    12.19%   338,780.06    3.187      359        679        78.14    
Reduced ......................      824     363,948,449.72    74.01    441,685.01    2.235      360        690        75.54    
Stated Income/Stated Asset ...      221      67,839,092.15    13.80    306,964.22    2.959      360        694        73.01    
                                  -----    ---------------   ------                                                            
   TOTAL .....................    1,222    $491,751,612.03   100.00%                                                           
                                  =====    ===============   ======                                                            

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 FICO CREDIT SCORES(1)

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                                                                                            WEIGHTED                         
                                                            % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                NUMBER      AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                  OF        PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                               MORTGAGE      BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
RANGE OF FICO CREDIT SCORES      LOANS     OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
---------------------------    --------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                             
601 - 620 ....................      17   $  7,495,076.34     1.52%   440,886.84    2.032      360        616        73.40    
621 - 640 ....................     141     48,250,470.73     9.81    342,201.92    2.881      359        631        75.94    
641 - 660 ....................     210     74,138,987.61    15.08    353,042.80    2.638      360        652        75.95    
661 - 680 ....................     270    105,076,876.43    21.37    389,173.62    2.327      360        671        75.12    
681 - 700 ....................     191     84,246,162.67    17.13    441,079.39    2.379      360        691        76.35    
701 - 720 ....................     128     62,325,743.52    12.67    486,919.87    2.433      360        710        75.68    
721 - 740 ....................      98     41,291,579.89     8.40    421,342.65    2.377      360        729        74.82    
741 - 760 ....................      84     34,128,913.51     6.94    406,296.59    2.111      360        750        75.57    
761 - 780 ....................      49     22,231,661.13     4.52    453,707.37    2.852      360        770        75.77    
781 - 800 ....................      20      7,892,154.73     1.60    394,607.74    2.045      360        790        75.44    
801 - 820 ....................       8      2,928,105.47     0.60    366,013.18    2.447      360        804        58.60    
Not Available ................       6      1,745,880.00     0.36    290,980.00    1.000      360        N/A        71.47    
                                 -----   ---------------   ------                                                            
   TOTAL .....................   1,222   $491,751,612.03   100.00%                                                           
                                 =====   ===============   ======                                                            

----------                                                                      
(1)  As of the cut-off date, the weighted average FICO Credit Score of the      
    mortgagors related to the Mortgage Loans in loan group 1 was approximately
689.                                                                  

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GROSS MARGINS(1)

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                                                                                           WEIGHTED                         
                                                           % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                NUMBER      AGGREGATE    MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                                  OF        PRINCIPAL    LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                               MORTGAGE      BALANCE       LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
GROSS MARGIN (%)                 LOANS     OUTSTANDING    GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
----------------               --------  --------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                            
1.375 ........................     1     $   225,000.00    0.05%    225,000.00    1.375      360        628        71.43    
1.775 ........................     1         459,920.00    0.09     459,920.00    1.000      360        620        80.00    
1.875 ........................     1         272,349.42    0.06     272,349.42    4.875      359        652        67.08    
1.900 ........................     1         444,000.00    0.09     444,000.00    1.000      360        700        80.00    
1.975 ........................     1         624,000.00    0.13     624,000.00    1.000      360        777        80.00    
2.050 ........................     3       1,693,250.00    0.34     564,416.67    1.242      360        732        75.78    
2.125 ........................     1         500,000.00    0.10     500,000.00    1.000      360        689        63.29    
2.200 ........................     4       2,998,000.00    0.61     749,500.00    1.034      360        685        72.97    
2.250 ........................     1         255,283.27    0.05     255,283.27    5.250      357        677        80.00    
2.350 ........................     6       2,903,100.00    0.59     483,850.00    1.066      360        697        77.02    
2.425 ........................    11       4,171,202.07    0.85     379,200.19    1.839      360        680        73.53    
2.500 ........................    19      10,144,340.21    2.06     533,912.64    1.695      360        704        68.77    
2.575 ........................    11       5,112,196.88    1.04     464,745.17    1.912      360        720        73.98    
2.650 ........................    28      14,910,111.82    3.03     532,503.99    2.122      360        694        73.39    
2.725 ........................    34      15,145,229.46    3.08     445,447.93    1.640      360        718        70.97    
2.750 ........................     1         634,500.00    0.13     634,500.00    1.000      360        760        80.00    
2.800 ........................    42      17,845,709.58    3.63     424,897.85    2.556      360        702        74.13    
2.850 ........................     4       1,176,462.13    0.24     294,115.53    3.613      360        713        77.97    
2.875 ........................    86      35,604,321.35    7.24     414,003.74    2.192      360        708        70.77    
2.925 ........................     4       1,170,052.66    0.24     292,513.17    2.208      360        664        78.74    
2.950 ........................   178      77,153,711.36   15.69     433,447.82    2.060      360        686        72.72    
2.975 ........................     4       1,707,684.56    0.35     426,921.14    6.000      359        684        79.11    
3.000 ........................     7       2,383,013.47    0.48     340,430.50    4.797      359        662        78.91    
3.025 ........................     7       2,348,660.07    0.48     335,522.87    3.055      359        708        77.51    
3.050 ........................     1         180,000.00    0.04     180,000.00    1.000      360        669        80.00    
3.075 ........................   127      55,065,206.01   11.20     433,584.30    2.347      360        685        75.96    
3.100 ........................     6       1,781,019.55    0.36     296,836.59    3.157      360        709        79.02    
3.125 ........................     4       1,164,161.26    0.24     291,040.32    6.125      358        711        78.79    
3.150 ........................     5       3,240,062.36    0.66     648,012.47    2.509      360        695        74.38    
3.175 ........................     3       1,207,538.66    0.25     402,512.89    3.929      358        694        75.61    
3.200 ........................    89      35,378,595.80    7.19     397,512.31    2.533      360        688        77.81    
3.225 ........................     1         190,000.00    0.04     190,000.00    1.750      360        717        68.59    
3.250 ........................    15       5,376,703.34    1.09     358,446.89    2.915      360        704        74.52    

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                                                        [Enlarge/Download Table]

                                                                                             WEIGHTED                         
                                                             % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                             AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF     PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE      BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
GROSS MARGIN (%)                 LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------               ---------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                              
3.300 ........................       3       1,080,800.00     0.22    360,266.67    2.444      360        686        80.00    
3.325 ........................      88      36,320,176.08     7.39    412,729.27    2.193      360        688        77.10    
3.375 ........................       7       2,217,061.76     0.45    316,723.11    5.160      359        666        77.78    
3.400 ........................       4       1,177,218.35     0.24    294,304.59    2.494      360        670        78.35    
3.425 ........................       1         434,215.69     0.09    434,215.69    6.500      357        700        95.00    
3.450 ........................     101      36,120,623.80     7.35    357,629.94    2.648      360        692        77.93    
3.458 ........................       1         320,000.00     0.07    320,000.00    1.000      360        667        79.01    
3.500 ........................       5       1,280,371.10     0.26    256,074.22    5.418      359        669        84.27    
3.525 ........................       5         576,600.00     0.12    115,320.00    2.133      360        676        74.43    
3.575 ........................     220      86,956,519.30    17.68    395,256.91    2.359      360        678        76.44    
3.625 ........................       2         473,660.74     0.10    236,830.37    6.625      358        650        92.24    
3.700 ........................       5       1,001,220.63     0.20    200,244.13    3.689      359        671        83.98    
3.725 ........................       5       1,251,401.63     0.25    250,280.33    2.644      359        670        81.13    
3.775 ........................       1         144,829.80     0.03    144,829.80    6.750      358        641        89.99    
3.800 ........................       2         319,965.16     0.07    159,982.58    6.875      358        657        94.71    
3.825 ........................       5       1,996,199.93     0.41    399,239.99    5.456      359        701        73.70    
3.850 ........................       1         329,612.63     0.07    329,612.63    6.875      359        646        72.62    
3.925 ........................       3       1,020,698.95     0.21    340,232.98    4.001      359        684        89.05    
3.950 ........................      21       5,468,227.48     1.11    260,391.78    4.103      359        668        83.36    
3.975 ........................       1         131,441.45     0.03    131,441.45    1.750      358        692        80.00    
4.000 ........................       2         629,532.94     0.13    314,766.47    7.000      358        677        94.70    
4.025 ........................       1         378,223.49     0.08    378,223.49    7.000      357        691        95.00    
4.075 ........................      10       2,408,351.07     0.49    240,835.11    7.125      358        653        91.84    
4.100 ........................       4       1,832,800.00     0.37    458,200.00    2.664      360        683        74.34    
4.200 ........................       7       1,795,004.25     0.37    256,429.18    7.250      358        706        89.26    
4.225 ........................       1         260,064.60     0.05    260,064.60    7.250      358        755        90.00    
4.325 ........................       3         746,539.29     0.15    248,846.43    5.291      359        653        87.21    
4.375 ........................       2         392,885.33     0.08    196,442.67    7.375      358        719        90.00    
4.425 ........................       1         301,111.56     0.06    301,111.56    7.500      357        691        95.00    
4.450 ........................       3         920,869.73     0.19    306,956.58    6.532      358        685        90.37    
                                 -----    ---------------   ------                                                            
   TOTAL .....................   1,222    $491,751,612.03   100.00%                                                           
                                 =====    ===============   ======                                                            

----------                                                                      
(1)  As of the cut-off date, the weighted average gross margin of the Mortgage  
Loans in loan group 1 was approximately 3.155%.                       

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MAXIMUM MORTGAGE RATES

                                                        [Enlarge/Download Table]

                                                                                             WEIGHTED                         
                                                             % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                             AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF     PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE      BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
MAXIMUM MORTGAGE RATE (%)        LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
-------------------------      ---------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                              
 8.950 .......................       3    $  1,609,438.10     0.33%   536,479.37    6.215      359        665        81.35    
 9.950 .......................    1210     486,810,239.46    99.00    402,322.51    2.421      360        689        75.55    
10.325 .......................       4       1,248,292.88     0.25    312,073.22    5.013      355        681        54.19    
10.950 .......................       4       1,881,141.59     0.38    470,285.40    5.241      358        711        74.87    
11.325 .......................       1         202,500.00     0.04    202,500.00    1.375      360        656        73.64    
                                 -----    ---------------   ------                                                            
   TOTAL .....................   1,222    $491,751,612.03   100.00%                                                           
                                 =====    ===============   ======                                                            

----------                                                                      
(1)  As of the cut off date, the weighted average maximum mortgage rate of the  
group 1 mortgage loans was approximately 9.952% per annum..           

 INITIAL RATE ADJUSTMENT DATES

                                                        [Enlarge/Download Table]

                                                                                             WEIGHTED                         
                                                             % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                             AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF     PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
INITIAL RATE ADJUSTMENT         MORTGAGE      BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
DATE                             LOANS      OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)    SCORE      RATIO (%) 
-----------------------        ---------  ---------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                              
May 1, 2005 ..................       2    $  1,057,375.10     0.22%   528,687.55    5.956      354        675        49.53    
June 1, 2005 .................       2         284,592.30     0.06    142,296.15    5.913      355        689        86.97    
July 1, 2005 .................       3       1,426,312.01     0.29    475,437.34    6.628      356        670        84.11    
August 1, 2005 ...............      31      10,457,194.12     2.13    337,328.84    6.253      357        679        84.94    
September 1, 2005 ............     112      32,739,939.14     6.66    292,320.89    6.412      358        678        83.13    
October 1, 2005 ..............     182      67,434,830.22    13.71    370,521.05    6.182      359        692        76.12    
November 1, 2005 .............     807     340,046,401.22    69.15    421,371.01    1.278      360        691        74.57    
December 1, 2005 .............      52      27,905,625.92     5.67    536,646.65    1.354      360        689        73.95    
January 1, 2006 ..............      28       8,623,342.00     1.75    307,976.50    2.274      360        685        74.52    
February 1, 2006 .............       3       1,776,000.00     0.36    592,000.00    2.011      360        655        73.18    
                                 -----    ---------------   ------                                                            
   TOTAL .....................   1,222    $491,751,612.03   100.00%                                                           
                                 =====    ===============   ======                                                            

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MINIMUM MORTGAGE RATES

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                                                                                            WEIGHTED                         
                                                            % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                            AGGREGATE     MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF    PRINCIPAL     LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
MINIMUM MORTGAGE                MORTGAGE     BALANCE        LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
RATE (%)                         LOANS     OUTSTANDING     GROUP 1      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------               ---------  --------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                             
1.375 ........................      1     $   225,000.00     0.05%   225,000.00    1.375      360        628        71.43    
1.775 ........................      1         459,920.00     0.09    459,920.00    1.000      360        620        80.00    
1.875 ........................      1         272,349.42     0.06    272,349.42    4.875      359        652        67.08    
1.900 ........................      1         444,000.00     0.09    444,000.00    1.000      360        700        80.00    
1.975 ........................      1         624,000.00     0.13    624,000.00    1.000      360        777        80.00    
2.050 ........................      3       1,693,250.00     0.34    564,416.67    1.242      360        732        75.78    
2.125 ........................      1         500,000.00     0.10    500,000.00    1.000      360        689        63.29    
2.200 ........................      4       2,998,000.00     0.61    749,500.00    1.034      360        685        72.97    
2.250 ........................      1         255,283.27     0.05    255,283.27    5.250      357        677        80.00    
2.350 ........................      6       2,903,100.00     0.59    483,850.00    1.066      360        697        77.02    
2.425 ........................     11       4,171,202.07     0.85    379,200.19    1.839      360        680        73.53    
2.500 ........................     19      10,144,340.21     2.06    533,912.64    1.695      360        704        68.77    
2.575 ........................     11       5,112,196.88     1.04    464,745.17    1.912      360        720        73.98    
2.650 ........................     28      14,910,111.82     3.03    532,503.99    2.122      360        694        73.39    
2.725 ........................     34      15,145,229.46     3.08    445,447.93    1.640      360        718        70.97    
2.750 ........................      1         634,500.00     0.13    634,500.00    1.000      360        760        80.00    
2.800 ........................     42      17,845,709.58     3.63    424,897.85    2.556      360        702        74.13    
2.850 ........................      4       1,176,462.13     0.24    294,115.53    3.613      360        713        77.97    
2.875 ........................     86      35,604,321.35     7.24    414,003.74    2.192      360        708        70.77    
2.925 ........................      4       1,170,052.66     0.24    292,513.17    2.208      360        664        78.74    
2.950 ........................    178      77,153,711.36    15.69    433,447.82    2.060      360        686        72.72    
2.975 ........................      4       1,707,684.56     0.35    426,921.14    6.000      359        684        79.11    
3.000 ........................      7       2,383,013.47     0.48    340,430.50    4.797      359        662        78.91    
3.025 ........................      7       2,348,660.07     0.48    335,522.87    3.055      359        708        77.51    
3.050 ........................      1         180,000.00     0.04    180,000.00    1.000      360        669        80.00    
3.075 ........................    127      55,065,206.01    11.20    433,584.30    2.347      360        685        75.96    
3.100 ........................      6       1,781,019.55     0.36    296,836.59    3.157      360        709        79.02    
3.125 ........................      4       1,164,161.26     0.24    291,040.32    6.125      358        711        78.79    
3.150 ........................      5       3,240,062.36     0.66    648,012.47    2.509      360        695        74.38    
3.175 ........................      3       1,207,538.66     0.25    402,512.89    3.929      358        694        75.61    
3.200 ........................     89      35,378,595.80     7.19    397,512.31    2.533      360        688        77.81    
3.225 ........................      1         190,000.00     0.04    190,000.00    1.750      360        717        68.59    
3.250 ........................     15       5,376,703.34     1.09    358,446.89    2.915      360        704        74.52    
3.300 ........................      3       1,080,800.00     0.22    360,266.67    2.444      360        686        80.00    

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                                                        [Enlarge/Download Table]

                                                                                              WEIGHTED                         
                                                              % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                             AGGREGATE      MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF    PRINCIPAL      LOANS IN    BALANCE      CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE      BALANCE         LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
MINIMUM MORTGAGE RATE (%)         LOANS     OUTSTANDING      GROUP 1      ($)      RATE (%)   (MONTHS)   SCORE      RATIO (%)  
-------------------------      ---------  ---------------  ---------  -----------  --------  ---------  --------  -------------
                                                                                                                               
3.325.........................      88      36,320,176.08     7.39    412,729.27    2.193      360        688         77.10    
3.375 ........................       7       2,217,061.76     0.45    316,723.11    5.160      359        666         77.78    
3.400 ........................       4       1,177,218.35     0.24    294,304.59    2.494      360        670         78.35    
3.425 ........................       1         434,215.69     0.09    434,215.69    6.500      357        700         95.00    
3.450 ........................     101      36,120,623.80     7.35    357,629.94    2.648      360        692         77.93    
3.458 ........................       1         320,000.00     0.07    320,000.00    1.000      360        667         79.01    
3.500 ........................       5       1,280,371.10     0.26    256,074.22    5.418      359        669         84.27    
3.525 ........................       5         576,600.00     0.12    115,320.00    2.133      360        676         74.43    
3.575 ........................     220      86,956,519.30    17.68    395,256.91    2.359      360        678         76.44    
3.625 ........................       2         473,660.74     0.10    236,830.37    6.625      358        650         92.24    
3.700 ........................       5       1,001,220.63     0.20    200,244.13    3.689      359        671         83.98    
3.725 ........................       5       1,251,401.63     0.25    250,280.33    2.644      359        670         81.13    
3.775 ........................       1         144,829.80     0.03    144,829.80    6.750      358        641         89.99    
3.800 ........................       2         319,965.16     0.07    159,982.58    6.875      358        657         94.71    
3.825 ........................       5       1,996,199.93     0.41    399,239.99    5.456      359        701         73.70    
3.850 ........................       1         329,612.63     0.07    329,612.63    6.875      359        646         72.62    
3.925 ........................       3       1,020,698.95     0.21    340,232.98    4.001      359        684         89.05    
3.950 ........................      21       5,468,227.48     1.11    260,391.78    4.103      359        668         83.36    
3.975 ........................       1         131,441.45     0.03    131,441.45    1.750      358        692         80.00    
4.000 ........................       2         629,532.94     0.13    314,766.47    7.000      358        677         94.70    
4.025 ........................       1         378,223.49     0.08    378,223.49    7.000      357        691         95.00    
4.075 ........................      10       2,408,351.07     0.49    240,835.11    7.125      358        653         91.84    
4.100 ........................       4       1,832,800.00     0.37    458,200.00    2.664      360        683         74.34    
4.200 ........................       7       1,795,004.25     0.37    256,429.18    7.250      358        706         89.26    
4.225 ........................       1         260,064.60     0.05    260,064.60    7.250      358        755         90.00    
4.325 ........................       3         746,539.29     0.15    248,846.43    5.291      359        653         87.21    
4.375 ........................       2         392,885.33     0.08    196,442.67    7.375      358        719         90.00    
4.425 ........................       1         301,111.56     0.06    301,111.56    7.500      357        691         95.00    
4.450 ........................       3         920,869.73     0.19    306,956.58    6.532      358        685         90.37    
                                 -----    ---------------   ------                                                             
   TOTAL .....................   1,222    $491,751,612.03   100.00%                                                            
                                 =====    ===============   ======                                                             

----------                                                                      
(1)  As of the cut off date, the weighted average minimum mortgage rate of the  
group 1 mortgage loans was approximately 3.155% per annum.            

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MAXIMUM NEGATIVE AMORTIZATION(1)

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                                                                                              WEIGHTED                         
                                                              % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                             AGGREGATE      MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF    PRINCIPAL      LOANS IN     BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
MAXIMUM NEGATIVE                MORTGAGE      BALANCE         LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
AMORTIZATION (%)                 LOANS      OUTSTANDING      GROUP 1      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------               ---------  ---------------  ---------  -----------  --------  ---------  --------  -------------
                                                                                                                               
110 ..........................      25    $ 13,552,900.00     2.76%   542,116.00     1.349      360        689        73.68    
115 ..........................    1197     478,198,712.03    97.24    399,497.67     2.482      360        689        75.56    
                                 -----    ---------------   -----                                                              
   TOTAL .....................   1,222    $491,751,612.03   100.00%                                                            
                                 =====    ===============   =====                                                              

----------                                                                      
(1)  Reflects maximum allowable percentage of original unpaid principal balance.

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LOAN GROUP 2

LOAN PROGRAM

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                                                                                                 WEIGHTED              WEIGHTED
                                                                % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE    PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE       LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
                                MORTGAGE  PRINCIPAL BALANCE     LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
LOAN PROGRAM                     LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
------------                   ---------  -----------------  ---------  -----------  --------  -----------  --------  ---------
                                                                                                                               
One-Year MTA                     2,541    $1,112,175,252.97   100.00%    437,691.95    2.551       360         699      76.00  
                                 -----    -----------------   ------                                                           
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                          
                                 =====    =================   ======                                                           

 CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)

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                                                                                                  WEIGHTED              WEIGHTED
                                                                % OF       AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE     PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE       LOANS IN     BALANCE     CURRENT      TERM       FICO     LOAN-TO-
RANGE OF CURRENT MORTGAGE       MORTGAGE  PRINCIPAL BALANCE     LOAN     OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
LOAN PRINCIPAL BALANCES ($)      LOANS       OUTSTANDING      GROUP 2       ($)       RATE (%)    (MONTHS)     SCORE   RATIO (%)
---------------------------    ---------  -----------------  ---------  ------------  --------  -----------  --------  ---------
                                                                                                                                
0.01 - 50,000.00 .............       2    $       89,332.93     0.01%      44,666.47    3.463       360         675      79.03  
50,000.01 - 100,000.00 .......      31         2,589,433.61     0.23       83,530.12    2.762       360         710      79.48  
100,000.01 - 150,000.00 ......     140        18,045,678.85     1.62      128,897.71    2.947       360         703      78.90  
150,000.01 - 200,000.00 ......     215        38,379,910.80     3.45      178,511.21    2.769       360         691      78.91  
200,000.01 - 250,000.00 ......     208        46,805,451.23     4.21      225,026.21    3.055       360         684      78.75  
250,000.01 - 300,000.00 ......     224        61,995,239.85     5.57      276,764.46    3.043       360         685      78.37  
300,000.01 - 350,000.00 ......     183        59,550,810.99     5.35      325,414.27    2.672       360         687      78.07  
350,000.01 - 400,000.00 ......     324       123,158,582.30    11.07      380,119.08    2.645       360         695      77.95  
400,000.01 - 450,000.00 ......     245       104,544,579.03     9.40      426,712.57    2.574       360         705      76.52  
450,000.01 - 500,000.00 ......     210       100,065,819.64     9.00      476,503.90    2.699       360         701      77.61  
500,000.01 - 550,000.00 ......     164        86,127,472.50     7.74      525,167.52    2.335       360         693      77.68  
550,000.01 - 600,000.00 ......     141        81,211,300.11     7.30      575,966.67    2.479       360         699      76.74  
600,000.01 - 650,000.00 ......     123        77,914,471.38     7.01      633,450.99    2.754       360         705      76.13  
650,000.01 - 700,000.00 ......      58        39,128,174.48     3.52      674,623.70    2.244       360         705      74.66  
700,000.01 - 750,000.00 ......      49        35,661,877.90     3.21      727,793.43    1.790       360         701      73.86  
750,000.01 - 1,000,000.00 ....     144       126,994,181.79    11.42      881,904.04    2.384       360         704      71.22  
1,000,000.01 - 1,500,000.00 ..      67        87,306,736.81     7.85    1,303,085.62    2.045       360         705      71.42  
1,500,000.01 - 2,000,000.00 ..      13        22,606,198.77     2.03    1,738,938.37    2.842       360         710      71.46  
                                 -----    -----------------   ------                                                            
   TOTAL .....................   2,541    $1,112,175,252.97   100.00%                                                           
                                 =====    =================   ======                                                            

----------                                                                      
(1)  As of the cut-off date, the average current mortgage loan principal balance
of the Mortgage Loans in loan group 2 was approximately $437,692.     

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 STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)

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                                                                                                 WEIGHTED              WEIGHTED
                                                                % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                              MORTGAGE   PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE       LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
                                MORTGAGE  PRINCIPAL BALANCE     LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
STATE                            LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
-----                          ---------  -----------------  ---------  -----------  --------  -----------  --------  ---------
                                                                                                                               
Arizona ......................     130    $   44,282,356.88     3.98%    340,633.51    3.204       359         699      77.15  
California....................   1,511       759,246,740.25    68.27     502,479.64    2.530       360         698      75.41  
Florida ......................     327       111,644,835.26    10.04     341,421.51    2.436       360         701      77.30  
Nevada .......................     138        48,067,046.34     4.32     348,311.93    2.300       360         700      78.94  
LessThan2.....................     435       148,934,274.24    13.39     342,377.64    2.628       360         698      76.74  
                                 -----    -----------------   ------                                                           
   TOTAL .....................   2,541    $1,112,175,252.97   100.00%                                                          
                                 =====    =================   ======                                                           

(1)  The Other row in the preceding table includes 34 other states and the      
  District of Columbia with under 2% concentrations individually As of the
  cut-off date, no more than approximately 0.569% of the Mortgage Loans in
     loan group 2 were secured by mortgaged properties located in any one postal
zip code area.                                                        

 ORIGINAL LOAN-TO-VALUE RATIOS(1)(2)

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                                                                                                 WEIGHTED              WEIGHTED
                                                                % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                              MORTGAGE   PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE       LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
RANGE OF ORIGINAL               MORTGAGE  PRINCIPAL BALANCE     LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
LOAN-TO-VALUE RATIOS (%)         LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
------------------------       ---------  -----------------  ---------  -----------  --------  -----------  --------  ---------
                                                                                                                               
50.00 or Less.................      42    $   18,396,583.87     1.65%    438,013.90    2.502       360         705      39.84  
50.01 - 55.00.................      24        13,052,243.51     1.17     543,843.48    2.613       360         706      53.20  
55.01 - 60.00.................      40        20,741,855.23     1.86     518,546.38    2.628       360         693      57.96  
60.01 - 65.00.................      78        42,990,738.00     3.87     551,163.31    2.025       360         697      63.11  
65.01 - 70.00.................     168       106,163,852.29     9.55     631,927.69    2.412       360         694      68.75  
70.01 - 75.00.................     450       247,934,685.82    22.29     550,965.97    2.525       360         700      74.25  
75.01 - 80.00.................   1,538       606,089,777.11    54.50     394,076.58    2.440       360         700      79.71  
80.01 - 85.00.................       7         2,911,683.14     0.26     415,954.73    4.703       359         693      84.01  
85.01 - 90.00.................     134        37,091,855.18     3.34     276,804.89    4.526       359         685      89.80  
90.01 - 95.00.................      60        16,801,978.82     1.51     280,032.98    4.305       359         704      94.61  
                                 -----    -----------------   ------                                                           
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                          
                                 =====    =================   ======                                                           

----------                                                                      
(1)  As of the cut-off date, the weighted average original Loan-to-Value Ratio  
of the Mortgage Loans in loan group 2 was approximately 76.00%.       

(2)  Does not take into account any secondary financing on the Mortgage Loans in
loan group 2 that may exist at the time of origination.               

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 CURRENT MORTGAGE RATES(1)

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                                                                                      WEIGHTED                           
                                                            % OF                      AVERAGE   WEIGHTED      WEIGHTED   
                                NUMBER      AGGREGATE     MORTGAGE      AVERAGE      REMAINING   AVERAGE      AVERAGE    
                                  OF        PRINCIPAL     LOANS IN     PRINCIPAL      TERM TO     FICO        ORIGINAL   
                               MORTGAGE      BALANCE        LOAN        BALANCE       MATURITY   CREDIT       LOAN-TO-   
CURRENT MORTGAGE RATE (%)        LOANS     OUTSTANDING     GROUP 2  OUTSTANDING ($)   (MONTHS)    SCORE   VALUE RATIO (%)
-------------------------      --------  ---------------  --------  ---------------  ---------  --------  ---------------
                                                                                                                         
1.000 ........................    857    $445,152,004.32   40.03%      519,430.58       360        700         74.96     
1.250 ........................     97      40,249,169.00    3.62       414,939.89       360        655         75.87     
1.375 ........................    433     154,644,268.68   13.90       357,146.12       360        710         74.91     
1.465 ........................      1         319,500.00    0.03       319,500.00       360        652         90.00     
1.500 ........................     71      43,405,359.00    3.90       611,343.08       360        706         75.86     
1.625 ........................      9       2,512,683.00    0.23       279,187.00       360        692         68.12     
1.705 ........................      1         293,400.00    0.03       293,400.00       360        636         90.00     
1.750 ........................     84      37,181,999.98    3.34       442,642.86       360        674         76.27     
1.865 ........................      1         166,500.00    0.01       166,500.00       360        693         90.00     
1.875 ........................      7       1,981,600.00    0.18       283,085.71       360        694         71.17     
1.945 ........................      1         280,000.00    0.03       280,000.00       360        689         94.92     
1.980 ........................      1         245,700.00    0.02       245,700.00       360        677         90.00     
2.000 ........................     64      28,466,214.00    2.56       444,784.59       360        701         80.39     
2.125 ........................     26       7,630,301.77    0.69       293,473.15       360        709         76.03     
2.130 ........................      1         634,000.00    0.06       634,000.00       360        712         83.97     
2.165 ........................      1         152,000.00    0.01       152,000.00       360        712         86.86     
2.170 ........................      1         418,500.00    0.04       418,500.00       360        659         90.00     
2.180 ........................      2         690,300.00    0.06       345,150.00       360        640         90.00     
2.200 ........................      1         199,400.00    0.02       199,400.00       360        622         95.00     
2.205 ........................      2         647,800.00    0.06       323,900.00       360        726         92.08     
2.210 ........................      2         420,943.00    0.04       210,471.50       360        720         90.00     
2.220 ........................      1         161,500.00    0.01       161,500.00       360        665         95.00     
2.250 ........................      4       1,747,500.00    0.16       436,875.00       360        692         74.25     
2.280 ........................      1         258,500.00    0.02       258,500.00       360        636         92.99     
2.300 ........................      1         185,310.00    0.02       185,310.00       360        666         90.00     
2.340 ........................      2         625,323.00    0.06       312,661.50       360        635         90.00     
2.355 ........................      1         398,990.00    0.04       398,990.00       360        681         95.00     
2.375 ........................     17       3,997,209.00    0.36       235,129.94       360        701         79.63     
2.485 ........................      1         428,000.00    0.04       428,000.00       360        720         82.31     
2.490 ........................      1         332,000.00    0.03       332,000.00       360        680         89.99     
2.500 ........................      9       2,708,609.00    0.24       300,956.56       360        686         80.69     
2.525 ........................      1         368,000.00    0.03       368,000.00       360        742         87.62     
2.610 ........................     14       2,617,800.00    0.24       186,985.71       360        706         90.00     
2.625 ........................      2         763,000.00    0.07       381,500.00       360        674         70.00     
2.645 ........................      1         267,750.00    0.02       267,750.00       360        684         85.00     

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                                                        [Enlarge/Download Table]

                                                                                      WEIGHTED                           
                                                            % OF                      AVERAGE   WEIGHTED      WEIGHTED   
                                NUMBER      AGGREGATE     MORTGAGE      AVERAGE      REMAINING   AVERAGE      AVERAGE    
                                  OF        PRINCIPAL     LOANS IN     PRINCIPAL      TERM TO     FICO        ORIGINAL   
                               MORTGAGE      BALANCE        LOAN        BALANCE       MATURITY   CREDIT       LOAN-TO-   
CURRENT MORTGAGE RATE (%)        LOANS     OUTSTANDING     GROUP 2  OUTSTANDING ($)   (MONTHS)    SCORE   VALUE RATIO (%)
-------------------------      --------  ---------------  --------  ---------------  ---------  --------  ---------------
                                                                                                                         
2.690 ........................      1         386,100.00    0.03       386,100.00       360        670         90.00     
2.750 ........................      8       4,984,660.98    0.45       623,082.62       360        699         79.66     
2.840 ........................      2         477,900.00    0.04       238,950.00       360        652         90.00     
2.875 ........................      2         253,600.00    0.02       126,800.00       360        760         80.00     
2.930 ........................      2         501,810.49    0.05       250,905.25       360        678         90.00     
2.955 ........................      1         147,250.00    0.01       147,250.00       360        704         95.00     
2.990 ........................      1         342,000.00    0.03       342,000.00       360        697         90.00     
3.000 ........................     83      23,929,781.00    2.15       288,310.61       360        725         79.03     
3.040 ........................      1         280,000.00    0.03       280,000.00       360        711         88.05     
3.125 ........................      5         935,724.48    0.08       187,144.90       360        748         86.38     
3.195 ........................      1         294,500.00    0.03       294,500.00       360        697         94.10     
3.250 ........................     22       5,700,221.00    0.51       259,100.95       360        666         79.80     
3.375 ........................      8       2,939,740.00    0.26       367,467.50       360        739         79.59     
3.450 ........................      1         456,000.00    0.04       456,000.00       360        650         95.00     
3.495 ........................      1         341,900.00    0.03       341,900.00       360        768         95.00     
3.500 ........................      7       2,527,600.00    0.23       361,085.71       360        715         76.72     
3.510 ........................      1         318,250.00    0.03       318,250.00       360        620         95.00     
3.600 ........................      1         139,500.00    0.01       139,500.00       360        739         90.00     
3.625 ........................      1         650,000.00    0.06       650,000.00       360        677         70.65     
3.735 ........................      1          63,000.00    0.01        63,000.00       360        769         90.00     
3.750 ........................      7       2,738,754.00    0.25       391,250.57       360        716         77.73     
3.790 ........................      1         208,651.00    0.02       208,651.00       360        697         88.79     
3.875 ........................      1         414,604.83    0.04       414,604.83       359        684         80.00     
4.000 ........................      2         744,000.00    0.07       372,000.00       360        675         80.00     
4.250 ........................      1         400,000.00    0.04       400,000.00       360        705         94.12     
4.625 ........................      1         270,000.00    0.02       270,000.00       360        727         75.00     
4.750 ........................      1         923,077.57    0.08       923,077.57       359        677         70.00     
4.875 ........................      1         562,306.02    0.05       562,306.02       359        718         56.50     
5.125 ........................      5       3,612,551.30    0.32       722,510.26       359        708         74.56     
5.190 ........................      1         542,097.46    0.05       542,097.46       358        696         90.00     
5.215 ........................      1         233,482.18    0.02       233,482.18       359        648         90.00     
5.250 ........................      7       3,204,501.15    0.29       457,785.88       359        711         77.38     
5.270 ........................      1         217,271.26    0.02       217,271.26       358        648         91.25     
5.375 ........................     12       5,895,520.54    0.53       491,293.38       359        732         79.32     
5.455 ........................      1         385,990.72    0.03       385,990.72       358        622         90.00     
5.500 ........................     17       8,750,815.45    0.79       514,753.85       359        713         73.69     

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                                                                                      WEIGHTED                           
                                                            % OF                      AVERAGE   WEIGHTED      WEIGHTED   
                                NUMBER      AGGREGATE     MORTGAGE      AVERAGE      REMAINING   AVERAGE      AVERAGE    
                                  OF        PRINCIPAL     LOANS IN     PRINCIPAL      TERM TO     FICO        ORIGINAL   
                               MORTGAGE      BALANCE        LOAN        BALANCE       MATURITY   CREDIT       LOAN-TO-   
CURRENT MORTGAGE RATE (%)        LOANS     OUTSTANDING     GROUP 2  OUTSTANDING ($)   (MONTHS)    SCORE   VALUE RATIO (%)
-------------------------      --------  ---------------  --------  ---------------  ---------  --------  ---------------
                                                                                                                         
5.565.........................      1        480,619.33     0.04       480,619.33       359        684         90.00     
5.590.........................      1        229,023.31     0.02       229,023.31       358        651         89.88     
5.600.........................      1        404,259.26     0.04       404,259.26       359        772         90.00     
5.625.........................     41     17,344,784.36     1.56       423,043.52       359        695         76.36     
5.720.........................      1        169,450.36     0.02       169,450.36       358        640         94.44     
5.740.........................      1        494,044.73     0.04       494,044.73       359        684         89.99     
5.750.........................     44     20,163,768.34     1.81       458,267.46       359        712         74.88     
5.815.........................      1        605,765.02     0.05       605,765.02       359        687         89.91     
5.840.........................      1        244,414.74     0.02       244,414.74       359        653         90.00     
5.875.........................     85     38,600,951.53     3.47       454,128.84       359        696         74.41     
5.940.........................      1        458,060.67     0.04       458,060.67       359        674         89.98     
5.995.........................      1        274,937.44     0.02       274,937.44       359        690         95.00     
6.000.........................     97     37,858,609.22     3.40       390,294.94       359        698         76.34     
6.030.........................      1        593,888.61     0.05       593,888.61       359        685         84.40     
6.125.........................    105     47,106,040.60     4.24       448,628.96       359        693         76.74     
6.135.........................      1        194,159.02     0.02       194,159.02       359        653         84.57     
6.165.........................      2        690,343.55     0.06       345,171.78       359        726         95.00     
6.195.........................      1        317,066.56     0.03       317,066.56       359        680         94.99     
6.230.........................      2        700,180.00     0.06       350,090.00       358        684         95.00     
6.240.........................      1        622,652.51     0.06       622,652.51       357        633         90.00     
6.250.........................     78     31,402,131.44     2.82       402,591.43       359        696         77.24     
6.290.........................      2        620,910.50     0.06       310,455.25       359        687         91.71     
6.355.........................      1        273,958.53     0.02       273,958.53       359        701         89.98     
6.365.........................      2        740,254.80     0.07       370,127.40       359        700         90.00     
6.375.........................     93     40,986,816.14     3.69       440,718.45       359        687         76.47     
6.415.........................      1        372,831.16     0.03       372,831.16       359        732         90.00     
6.430.........................      1        348,574.77     0.03       348,574.77       359        668         90.00     
6.475.........................      1        358,377.50     0.03       358,377.50       359        687         89.97     
6.485.........................      2        421,835.09     0.04       210,917.55       359        766         89.89     
6.500.........................     22      8,021,955.42     0.72       364,634.34       359        681         75.70     
6.555.........................      1        399,283.71     0.04       399,283.71       359        686         88.89     
6.615.........................      1        296,490.34     0.03       296,490.34       359        745         90.00     
6.625.........................      6      1,555,246.65     0.14       259,207.78       359        693         80.00     
6.750.........................      8      2,608,445.82     0.23       326,055.73       359        676         72.78     
6.875.........................      1        126,996.83     0.01       126,996.83       358        676         68.28     

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                                                                                        WEIGHTED                           
                                                              % OF                      AVERAGE   WEIGHTED      WEIGHTED   
                                NUMBER       AGGREGATE      MORTGAGE      AVERAGE      REMAINING   AVERAGE      AVERAGE    
                                  OF         PRINCIPAL      LOANS IN     PRINCIPAL      TERM TO     FICO        ORIGINAL   
                               MORTGAGE       BALANCE         LOAN        BALANCE       MATURITY   CREDIT       LOAN-TO-   
CURRENT MORTGAGE RATE (%)        LOANS      OUTSTANDING      GROUP 2  OUTSTANDING ($)   (MONTHS)    SCORE   VALUE RATIO (%)
-------------------------      --------  -----------------  --------  ---------------  ---------  --------  ---------------
                                                                                                                           
7.125.........................      1           379,094.44     0.03     379,094.44        359        680         61.29     
7.250.........................      2           384,735.49     0.03     192,367.75        358        716         77.51     
                                -----    -----------------   ------                                                        
   TOTAL......................  2,541    $1,112,175,252.97   100.00%                                                       
                                =====    =================   ======                                                        

----------                                                                      
(1)  The current mortgage rates listed in the preceding table include lender    
paid mortgage insurance premiums. As of the cut-off date, the weighted
 average current mortgage rate of the Mortgage Loans in loan group 2 was
approximately 2.551% per annum. As of the cut-off date, the weighted  
    average current mortgage rate of the Mortgage Loans in loan group 2 net of
   the premium charged by the lender in connection with lender paid mortgage
insurance was approximately 2.533% per annum.                         

 TYPES OF MORTGAGED PROPERTIES

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                                                                                                WEIGHTED              WEIGHTED
                                                                % OF      AVERAGE   WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE    PRINCIPAL   AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
PROPERTY TYPE                    LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)   (MONTHS)     SCORE   RATIO (%)
-------------                  ---------  -----------------  --------  -----------  --------- -----------  --------  ---------
                                                                                                                              
2-4 Family Residence..........     206    $   92,197,098.89     8.29%   447,558.73    2.294       360         708      74.67  
Condominium Hotel.............       2           625,600.00     0.06    312,800.00    1.150       360         773      80.00  
Cooperative...................       1           235,500.00     0.02    235,500.00    1.000       360         757      60.00  
High-rise Condominium.........      51        20,955,443.13     1.88    410,891.04    2.717       360         713      79.84  
Low-rise Condominium..........     388       122,978,436.94    11.06    316,954.73    2.388       360         700      77.58  
Planned Unit Development......     580       277,679,140.18    24.97    478,757.14    2.631       360         699      76.19  
Single Family Residence.......   1,313       597,504,033.83    53.72    455,067.81    2.583       360         696      75.67  
                                 -----    -----------------   ------                                                          
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                         
                                 =====    =================   ======                                                          

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LOAN PURPOSE

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                                                                                                WEIGHTED              WEIGHTED
                                                               % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE   PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
LOAN PURPOSE                     LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
------------                   ---------  -----------------  --------  -----------  --------  -----------  --------  ---------
                                                                                                                              
Refinance (cash-out)..........     876    $  415,249,788.07    37.34%   474,029.44    2.565       360         695      73.16  
Purchase......................   1,366       565,247,980.22    50.82    413,797.94    2.546       360         704      78.25  
Refinance (rate/term).........     299       131,677,484.68    11.84    440,392.93    2.526       360         685      75.33  
                                 -----    -----------------   ------                                                          
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                         
                                 =====    =================   ======                                                          

OCCUPANCY TYPES(1)

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                                                                                                WEIGHTED              WEIGHTED
                                                               % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE   PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
OCCUPANCY TYPE                   LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
--------------                 ---------  -----------------  --------  -----------  --------  -----------  --------  ---------
                                                                                                                              
Investment Property...........     817    $  269,724,809.08    24.25%   330,140.53    2.643       360         709      75.93  
Primary Residence.............   1,576       776,301,500.76    69.80    492,577.09    2.567       360         694      75.96  
Secondary Residence...........     148        66,148,943.13     5.95    446,952.32    1.975       360         715      76.78  
                                 -----    -----------------   ------                                                          
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                         
                                 =====    =================   ======                                                          

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

REMAINING TERMS TO MATURITY(1)

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                                                                                                         WEIGHTED
                                                               % OF      AVERAGE    WEIGHTED  WEIGHTED   AVERAGE 
                                                             MORTGAGE   PRINCIPAL    AVERAGE   AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE      LOANS IN   BALANCE     CURRENT    FICO     LOAN-TO- 
REMAINING TERM                  MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE   CREDIT     VALUE  
TO MATURITY (MONTHS)             LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)    SCORE   RATIO (%)
--------------------           ---------  -----------------  --------  -----------  --------  --------  ---------
                                                                                                                 
360...........................   1,857    $  821,335,250.20    73.85%   442,291.46    1.361      700      75.77  
359...........................     543       238,353,564.95    21.43    438,956.84    5.928      699      76.50  
358...........................     126        46,379,955.57     4.17    368,094.89    5.807      679      77.04  
357...........................      15         6,106,482.25     0.55    407,098.82    6.034      690      80.67  
                                 -----    -----------------   ------                                             
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                            
                                 =====    =================   ======                                             

----------                                                                      
(1)  As of the cut-off date, the weighted average remaining term to maturity of 
the Mortgage Loans in loan group 2 was approximately 360 months.      

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DOCUMENTATION PROGRAMS

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                                                                                               WEIGHTED                         
                                                               % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
DOCUMENTATION PROGRAM            LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
---------------------          ---------  -----------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                                
Full/Alternative..............     413    $  156,889,187.97    14.11%   379,876.97    2.989      360        695        78.16    
Reduced.......................   1,992       892,345,954.59    80.23    447,964.84    2.489      360        699        75.95    
Stated Income/Stated Asset....     136        62,940,110.41     5.66    462,794.93    2.332      360        708        71.33    
                                 -----    -----------------   ------                                                            
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                           
                                 =====    =================   ======                                                            

 FICO CREDIT SCORES(1)

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                                                                                               WEIGHTED                         
                                                               % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
RANGE OF                        MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
FICO CREDIT SCORES               LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
------------------             ---------  -----------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                                
581 - 600 ....................        1   $      275,000.00     0.02%   275,000.00    1.250      360        600        53.92    
601 - 620 ....................       43       16,174,339.86     1.45    376,147.44    4.017      359        613        70.94    
621 - 640 ....................      194       76,847,729.56     6.91    396,122.32    2.676      360        632        75.62    
641 - 660 ....................      337      130,594,800.50    11.74    387,521.66    2.323      360        652        75.95    
661 - 680 ....................      482      200,006,108.91    17.98    414,950.43    2.497      360        671        77.24    
681 - 700 ....................      435      203,884,211.92    18.33    468,699.34    2.673      360        690        76.22    
701 - 720 ....................      303      144,416,263.09    12.99    476,621.33    2.763      360        710        76.05    
721 - 740 ....................      274      126,107,115.84    11.34    460,244.95    2.380      360        731        75.44    
741 - 760 ....................      203       91,728,075.02     8.25    451,862.44    2.554      360        751        75.84    
761 - 780 ....................      167       78,890,288.17     7.09    472,396.94    2.128      360        770        74.80    
781 - 800 ....................       75       30,590,869.95     2.75    407,878.27    2.805      360        789        76.45    
801 - 820 ....................       20        8,098,532.35     0.73    404,926.62    2.380      360        807        78.40    
Not Available ................        7        4,561,917.80     0.41    651,702.54    2.575      359        N/A        70.41    
                                  -----   -----------------   ------                                                            
   TOTAL .....................    2,541   $1,112,175,252.97   100.00%                                                           
                                  =====   =================   ======                                                            

----------                                                                      
(1)  As of the cut-off date, the weighted average FICO Credit Score of the      
    mortgagors related to the Mortgage Loans in loan group 2 was approximately
699.                                                                  

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GROSS MARGINS(1)

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                                                                                                WEIGHTED                         
                                                               % OF      AVERAGE     WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE   PRINCIPAL     AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE      CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING   MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
GROSS MARGIN (%)                 LOANS       OUTSTANDING      GROUP 2      ($)       RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------               ---------  -----------------  --------  ------------  --------  ---------  --------  -------------
                                                                                                                                 
0.900 ........................      1      $    414,604.83      0.04%    414,604.83    3.875      359        684        80.00    
1.400 ........................      1         1,250,000.00      0.11   1,250,000.00    1.000      360        679        54.47    
1.650 ........................      1           580,548.00      0.05     580,548.00    1.000      360        756        80.00    
1.775 ........................      2         1,356,077.57      0.12     678,038.79    3.553      359        703        68.29    
1.900 ........................      6         3,506,695.02      0.32     584,449.17    1.621      360        715        73.74    
2.025 ........................      5         2,614,937.00      0.24     522,987.40    1.000      360        737        77.17    
2.150 ........................     13         7,550,107.30      0.68     580,777.48    2.987      360        701        74.31    
2.250 ........................      1           422,191.49      0.04     422,191.49    5.250      359        743        80.00    
2.275 ........................     28        13,719,398.66      1.23     489,978.52    1.921      360        702        76.41    
2.300 ........................      1         1,000,000.00      0.09   1,000,000.00    1.750      360        684        67.80    
2.375 ........................      3         1,139,458.01      0.10     379,819.34    4.861      359        736        81.52    
2.400 ........................     47        27,250,466.33      2.45     579,797.16    1.884      360        710        75.11    
2.425 ........................      1         1,260,000.00      0.11   1,260,000.00    1.750      360        768        75.00    
2.500 ........................      1           359,142.09      0.03     359,142.09    5.500      359        621        80.00    
2.525 ........................     78        43,112,273.36      3.88     552,721.45    1.919      360        708        71.50    
2.550 ........................      1           560,000.00      0.05     560,000.00    1.000      360        686        68.29    
2.620 ........................      1           686,250.00      0.06     686,250.00    1.000      360        757        75.00    
2.650 ........................    119        59,079,735.84      5.31     496,468.37    2.449      360        709        74.19    
2.675 ........................      1           535,648.00      0.05     535,648.00    1.750      360        715        80.00    
2.750 ........................      3         1,443,562.84      0.13     481,187.61    4.006      359        721        76.36    
2.775 ........................    180        88,154,048.66      7.93     489,744.71    2.110      360        714        73.21    
2.800 ........................      2         1,207,000.00      0.11     603,500.00    2.038      360        713        76.74    
2.825 ........................      1           386,692.06      0.03     386,692.06    5.875      358        662        90.00    
2.850 ........................      1           499,046.32      0.04     499,046.32    5.875      359        753        89.46    
2.855 ........................      2           542,005.28      0.05     271,002.64    5.875      359        705        64.87    
2.875 ........................      3         1,693,449.72      0.15     564,483.24    2.487      360        715        80.39    
2.900 ........................    261       131,512,335.15     11.82     503,878.68    2.461      360        695        74.57    
2.925 ........................      7         2,026,018.01      0.18     289,431.14    1.891      360        664        70.90    
2.950 ........................      3         1,283,361.56      0.12     427,787.19    1.943      360        712        78.05    
2.975 ........................      1           399,061.65      0.04     399,061.65    6.000      359        676        80.00    
3.000 ........................      2           909,528.56      0.08     454,764.28    6.000      359        707        71.01    
3.015 ........................      1           498,808.47      0.04     498,808.47    6.000      359        624        80.00    
3.025 ........................    290       128,847,701.70     11.59     444,302.42    2.557      360        699        75.68    

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                                                        [Enlarge/Download Table]

                                                                                               WEIGHTED                         
                                                               % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
GROSS MARGIN (%)                 LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------               ---------  -----------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                                
3.050 ........................     10      $  4,177,309.52      0.38%   417,730.95    2.353      360        680        78.84    
3.075 ........................      4         1,660,028.80      0.15    415,007.20    4.884      359        674        78.57    
3.100 ........................      3         1,352,000.00      0.12    450,666.67    1.000      360        749        76.83    
3.125 ........................      1           491,699.20      0.04    491,699.20    6.125      358        689        80.00    
3.150 ........................    300       137,499,725.74     12.36    458,332.42    2.862      360        698        76.29    
3.175 ........................     13         6,653,937.25      0.60    511,841.33    2.400      360        715        75.27    
3.200 ........................      3         1,528,489.08      0.14    509,496.36    4.251      359        682        73.58    
3.250 ........................      3           781,020.52      0.07    260,340.17    6.250      358        720        78.49    
3.275 ........................    220        88,813,692.08      7.99    403,698.60    2.911      360        695        76.46    
3.300 ........................      8         3,496,192.56      0.31    437,024.07    2.559      359        703        80.73    
3.325 ........................      1           648,351.01      0.06    648,351.01    6.375      359        727        77.38    
3.400 ........................    651       260,037,326.58     23.38    399,442.90    2.316      360        691        77.25    
3.425 ........................      7         2,484,736.79      0.22    354,962.40    3.016      360        673        76.55    
3.450 ........................      1           292,142.45      0.03    292,142.45    6.500      359        640        80.00    
3.475 ........................      1           428,000.00      0.04    428,000.00    2.875      360        720        82.31    
3.525 ........................     43        13,848,549.88      1.25    322,059.30    4.531      359        688        78.21    
3.550 ........................     18         7,005,684.89      0.63    389,204.72    2.191      360        686        75.55    
3.575 ........................      4         1,650,590.68      0.15    412,647.67    4.820      359        677        82.15    
3.650 ........................     16         4,897,168.31      0.44    306,073.02    3.045      360        714        81.30    
3.675 ........................      9         2,411,041.84      0.22    267,893.54    2.713      360        723        79.05    
3.725 ........................      2           851,675.82      0.08    425,837.91    6.750      357        638        89.97    
3.775 ........................     43        13,693,756.49      1.23    318,459.45    2.719      360        691        78.25    
3.800 ........................      8         3,059,184.98      0.28    382,398.12    1.988      360        695        79.14    
3.825 ........................      1           126,996.83      0.01    126,996.83    6.875      358        676        68.28    
3.900 ........................      6         2,004,413.82      0.18    334,068.97    4.765      360        701        89.04    
3.925 ........................      6         2,315,589.25      0.21    385,931.54    3.159      360        691        79.42    
4.025 ........................      9         2,508,127.91      0.23    278,680.88    5.729      359        674        92.17    
4.050 ........................     26         7,191,983.81      0.65    276,614.76    2.354      360        687        78.31    
4.075 ........................      2           690,076.24      0.06    345,038.12    7.125      359        694        76.48    
4.150 ........................     16         4,588,983.43      0.41    286,811.46    5.308      359        710        90.88    
4.175 ........................      4           766,985.49      0.07    191,746.37    5.032      359        688        76.84    
4.275 ........................      7         1,717,992.10      0.15    245,427.44    4.025      360        697        90.79    
4.400 ........................     12         2,825,962.65      0.25    235,496.89    4.478      360        695        91.21    
4.425 ........................      1           316,000.00      0.03    316,000.00    2.125      360        700        80.00    
4.450 ........................      1           418,500.00      0.04    418,500.00    3.250      360        659        90.00    
4.525 ........................      5           991,700.00      0.09    198,340.00    3.729      360        701        92.58    

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                                                                                               WEIGHTED                         
                                                               % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
GROSS MARGIN (%)                 LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------               ---------  -----------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                                
4.550.........................       1           247,110.49     0.02    247,110.49    3.500      359        712        90.00    
4.650.........................       2           699,050.00     0.06    349,525.00    3.500      360        643        90.00    
4.800.........................       1           254,700.00     0.02    254,700.00    3.500      360        645        90.00    
4.900.........................       4           948,623.00     0.09    237,155.75    3.660      360        666        89.42    
                                 -----    -----------------   ------                                                            
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                           
                                 =====    =================   ======                                                            

----------                                                                      
(1)  As of the cut-off date, the weighted average gross margin of the Mortgage  
Loans in loan group 2 was approximately 3.088%.                       

MAXIMUM MORTGAGE RATES

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                                                                                               WEIGHTED                         
                                                               % OF      AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE   PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN    BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN    OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
MAXIMUM MORTGAGE RATE (%)        LOANS       OUTSTANDING      GROUP 2      ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
-------------------------      ---------  -----------------  --------  -----------  --------  ---------  --------  -------------
                                                                                                                                
8.9500........................       3    $    1,297,890.68     0.12%   432,630.23    6.088      358        692         82.98   
9.9500........................   2,522     1,104,994,011.44    99.35    438,141.96    2.534      360        699         75.98   
9.9990........................       1           946,489.08     0.09    946,489.08    6.250      359        686         75.00   
10.200........................       1           300,000.00     0.03    300,000.00    1.250      360        647         53.29   
10.325........................       3           381,122.94     0.03    127,040.98    3.934      359        706         79.20   
10.450........................       1           560,000.00     0.05    560,000.00    1.500      360        659         80.00   
10.950........................       6         2,570,374.92     0.23    428,395.82    5.804      359        650         77.15   
11.200........................       1           418,500.00     0.04    418,500.00    3.250      360        659         90.00   
12.450........................       1           121,500.00     0.01    121,500.00    3.500      360        757         90.00   
12.575........................       1           480,619.33     0.04    480,619.33    6.375      359        684         90.00   
13.100........................       1           104,744.58     0.01    104,744.58    6.125      359        674         64.42   
                                 -----    -----------------   ------                                                            
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                           
                                 =====    =================   ======                                                            

----------                                                                      
(1)  As of the cut off date, the weighted average maximum mortgage rate of the  
group 2 mortgage loans was approximately 9.954% per annum.            

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 INITIAL RATE ADJUSTMENT DATES

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                                                                                                WEIGHTED                         
                                                               % OF       AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE    PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN     BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN     OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
INITIAL RATE ADJUSTMENT DATE     LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
----------------------------   ---------  -----------------  --------  ------------  --------  ---------  --------  -------------
                                                                                                                                 
August 1, 2005................      14    $    5,712,704.06     0.51%    408,050.29    6.036      357        687        80.02    
September 1, 2005.............     119        44,262,431.80     3.98     371,953.21    5.998      358        681        77.02    
October 1, 2005...............     527       231,618,040.41    20.83     439,502.92    6.059      359        699        76.45    
November 1, 2005..............   1,759       784,221,485.97    70.51     445,833.70    1.321      360        700        75.72    
December 1, 2005..............      26        10,073,752.73     0.91     387,452.03    1.553      359        688        77.82    
January 1, 2006...............      95        35,026,838.00     3.15     368,703.56    2.276      360        691        77.01    
February 1, 2006..............       1         1,260,000.00     0.11   1,260,000.00    1.750      360        768        75.00    
                                 -----    -----------------   ------                                                             
   TOTAL......................   2,541    $1,112,175,252.97   100.00%                                                            
                                 =====    =================   ======                                                             

MINIMUM MORTGAGE RATES

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                                                                                                WEIGHTED                         
                                                               % OF       AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE    PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN     BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN     OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
MINIMUM MORTGAGE RATE (%)        LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
-------------------------      ---------  -----------------  --------  ------------  --------  ---------  --------  -------------
                                                                                                                                 
0.900.........................      1       $   414,604.83     0.04%     414,604.83    3.875      359        684        80.00    
1.400.........................      1         1,250,000.00     0.11    1,250,000.00    1.000      360        679        54.47    
1.650.........................      1           580,548.00     0.05      580,548.00    1.000      360        756        80.00    
1.775.........................      2         1,356,077.57     0.12      678,038.79    3.553      359        703        68.29    
1.900.........................      6         3,506,695.02     0.32      584,449.17    1.621      360        715        73.74    
2.025.........................      5         2,614,937.00     0.24      522,987.40    1.000      360        737        77.17    
2.150.........................     13         7,550,107.30     0.68      580,777.48    2.987      360        701        74.31    
2.250.........................      1           422,191.49     0.04      422,191.49    5.250      359        743        80.00    
2.275.........................     28        13,719,398.66     1.23      489,978.52    1.921      360        702        76.41    
2.300.........................      1         1,000,000.00     0.09    1,000,000.00    1.750      360        684        67.80    
2.375.........................      3         1,139,458.01     0.10      379,819.34    4.861      359        736        81.52    
2.400.........................     47        27,250,466.33     2.45      579,797.16    1.884      360        710        75.11    
2.425.........................      1         1,260,000.00     0.11    1,260,000.00    1.750      360        768        75.00    
2.500.........................      1           359,142.09     0.03      359,142.09    5.500      359        621        80.00    
2.525.........................     78        43,112,273.36     3.88      552,721.45    1.919      360        708        71.50    
2.550.........................      1           560,000.00     0.05      560,000.00    1.000      360        686        68.29    
2.620.........................      1           686,250.00     0.06      686,250.00    1.000      360        757        75.00    
2.650.........................    119        59,079,735.84     5.31      496,468.37    2.449      360        709        74.19    

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                                                                                                WEIGHTED                         
                                                               % OF       AVERAGE    WEIGHTED   AVERAGE   WEIGHTED     WEIGHTED  
                                                             MORTGAGE    PRINCIPAL    AVERAGE  REMAINING   AVERAGE     AVERAGE   
                               NUMBER OF      AGGREGATE      LOANS IN     BALANCE     CURRENT   TERM TO     FICO       ORIGINAL  
                                MORTGAGE  PRINCIPAL BALANCE    LOAN     OUTSTANDING  MORTGAGE   MATURITY   CREDIT   LOAN-TO-VALUE
MINIMUM MORTGAGE RATE (%)        LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)   (MONTHS)    SCORE     RATIO (%)  
-------------------------      ---------  -----------------  --------  ------------  --------  ---------  --------  -------------
                                                                                                                                 
2.675.........................      1           535,648.00     0.05      535,648.00    1.750      360        715        80.00    
2.750.........................      3         1,443,562.84     0.13      481,187.61    4.006      359        721        76.36    
2.775.........................    180        88,154,048.66     7.93      489,744.71    2.110      360        714        73.21    
2.800.........................      2         1,207,000.00     0.11      603,500.00    2.038      360        713        76.74    
2.825.........................      1           386,692.06     0.03      386,692.06    5.875      358        662        90.00    
2.850.........................      1           499,046.32     0.04      499,046.32    5.875      359        753        89.46    
2.855.........................      2           542,005.28     0.05      271,002.64    5.875      359        705        64.87    
2.875.........................      3         1,693,449.72     0.15      564,483.24    2.487      360        715        80.39    
2.900.........................    261       131,512,335.15    11.82      503,878.68    2.461      360        695        74.57    
2.925.........................      7         2,026,018.01     0.18      289,431.14    1.891      360        664        70.90    
2.950.........................      3         1,283,361.56     0.12      427,787.19    1.943      360        712        78.05    
2.975.........................      1           399,061.65     0.04      399,061.65    6.000      359        676        80.00    
3.000.........................      2           909,528.56     0.08      454,764.28    6.000      359        707        71.01    
3.015.........................      1           498,808.47     0.04      498,808.47    6.000      359        624        80.00    
3.025.........................    290       128,847,701.70    11.59      444,302.42    2.557      360        699        75.68    
3.050.........................     10         4,177,309.52     0.38      417,730.95    2.353      360        680        78.84    
3.075.........................      4         1,660,028.80     0.15      415,007.20    4.884      359        674        78.57    
3.100.........................      3         1,352,000.00     0.12      450,666.67    1.000      360        749        76.83    
3.125.........................      1           491,699.20     0.04      491,699.20    6.125      358        689        80.00    
3.150.........................    300       137,499,725.74    12.36      458,332.42    2.862      360        698        76.29    
3.175.........................     13         6,653,937.25     0.60      511,841.33    2.400      360        715        75.27    
3.200.........................      3         1,528,489.08     0.14      509,496.36    4.251      359        682        73.58    
3.250.........................      3           781,020.52     0.07      260,340.17    6.250      358        720        78.49    
3.275.........................    220        88,813,692.08     7.99      403,698.60    2.911      360        695        76.46    
3.300.........................      8         3,496,192.56     0.31      437,024.07    2.559      359        703        80.73    
3.325.........................      1           648,351.01     0.06      648,351.01    6.375      359        727        77.38    
3.400.........................    651       260,037,326.58    23.38      399,442.90    2.316      360        691        77.25    
3.425.........................      7         2,484,736.79     0.22      354,962.40    3.016      360        673        76.55    
3.450.........................      1           292,142.45     0.03      292,142.45    6.500      359        640        80.00    
3.475.........................      1           428,000.00     0.04      428,000.00    2.875      360        720        82.31    
3.525.........................     43        13,848,549.88     1.25      322,059.30    4.531      359        688        78.21    
3.550.........................     18         7,005,684.89     0.63      389,204.72    2.191      360        686        75.55    
3.575.........................      4         1,650,590.68     0.15      412,647.67    4.820      359        677        82.15    
3.650.........................     16         4,897,168.31     0.44      306,073.02    3.045      360        714        81.30    
3.675.........................      9         2,411,041.84     0.22      267,893.54    2.713      360        723        79.05    
3.725.........................      2           851,675.82     0.08      425,837.91    6.750      357        638        89.97    

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                                                        [Enlarge/Download Table]

                                                                                                 WEIGHTED              WEIGHTED
                                                                % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE    PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE       LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
                                MORTGAGE  PRINCIPAL BALANCE     LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
MINIMUM MORTGAGE RATE (%)        LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
-------------------------      ---------  -----------------  ---------  -----------  --------  -----------  --------  ---------
                                                                                                                               
3.775 ........................      43        13,693,756.49      1.23    318,459.45    2.719       360         691      78.25  
3.800 ........................       8         3,059,184.98      0.28    382,398.12    1.988       360         695      79.14  
3.825 ........................       1           126,996.83      0.01    126,996.83    6.875       358         676      68.28  
3.900 ........................       6         2,004,413.82      0.18    334,068.97    4.765       360         701      89.04  
3.925 ........................       6         2,315,589.25      0.21    385,931.54    3.159       360         691      79.42  
4.025 ........................       9         2,508,127.91      0.23    278,680.88    5.729       359         674      92.17  
4.050 ........................      26         7,191,983.81      0.65    276,614.76    2.354       360         687      78.31  
4.075 ........................       2           690,076.24      0.06    345,038.12    7.125       359         694      76.48  
4.150 ........................      16         4,588,983.43      0.41    286,811.46    5.308       359         710      90.88  
4.175 ........................       4           766,985.49      0.07    191,746.37    5.032       359         688      76.84  
4.275 ........................       7         1,717,992.10      0.15    245,427.44    4.025       360         697      90.79  
4.400 ........................      12         2,825,962.65      0.25    235,496.89    4.478       360         695      91.21  
4.425 ........................       1           316,000.00      0.03    316,000.00    2.125       360         700      80.00  
4.450 ........................       1           418,500.00      0.04    418,500.00    3.250       360         659      90.00  
4.525 ........................       5           991,700.00      0.09    198,340.00    3.729       360         701      92.58  
4.550 ........................       1           247,110.49      0.02    247,110.49    3.500       359         712      90.00  
4.650 ........................       2           699,050.00      0.06    349,525.00    3.500       360         643      90.00  
4.800 ........................       1           254,700.00      0.02    254,700.00    3.500       360         645      90.00  
4.900 ........................       4           948,623.00      0.09    237,155.75    3.660       360         666      89.42  
                                 -----    -----------------    ------                                                          
   TOTAL .....................   2,541    $1,112,175,252.97    100.00%                                                         
                                 =====    =================    ======                                                          

----------                                                                      
(1)  As of the cut off date, the weighted average minimum mortgage rate of the  
group 2 mortgage loans was approximately 3.088% per annum.            

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MAXIMUM NEGATIVE AMORTIZATION(1)

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                                                                                                 WEIGHTED              WEIGHTED
                                                                % OF      AVERAGE    WEIGHTED    AVERAGE    WEIGHTED   AVERAGE 
                                                             MORTGAGE    PRINCIPAL    AVERAGE   REMAINING    AVERAGE   ORIGINAL
                               NUMBER OF      AGGREGATE       LOANS IN    BALANCE     CURRENT      TERM       FICO     LOAN-TO-
MAXIMUM NEGATIVE                MORTGAGE  PRINCIPAL BALANCE     LOAN    OUTSTANDING  MORTGAGE  TO MATURITY   CREDIT     VALUE  
AMORTIZATION (%)                 LOANS       OUTSTANDING      GROUP 2       ($)      RATE (%)    (MONTHS)     SCORE   RATIO (%)
----------------               ---------  -----------------  ---------  -----------  --------  -----------  --------  ---------
                                                                                                                               
110 ..........................      20    $    8,470,198.47     0.76%    423,509.92    2.150       360         693      76.01  
115 ..........................   2,521     1,103,705,054.50    99.24     437,804.46    2.554       360         699      76.00  
                                 -----    -----------------   ------                                                           
   TOTAL .....................   2,541    $1,112,175,252.97   100.00%                                                          
                                 =====    =================   ======                                                           

----------                                                                      
(1)  Reflects maximum allowable percentage of original unpaid principal balance.

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ASSIGNMENT OF THE MORTGAGE LOANS                                                

   Pursuant to the pooling and servicing agreement, on the closing date, the
depositor will sell, transfer, assign, set over and otherwise convey without    
recourse to the trustee in trust for the benefit of the certificateholders all  
right, title and interest of the depositor in and to each Closing Date Mortgage 
Loan and all right, title and interest in and to all other assets included in   
Alternative Loan Trust 2005-62, including all principal and interest received on
or with respect to the Mortgage Loans, but not any principal and interest due on
or before the cut-off date.                                                     

In connection with the transfer and assignment of a Mortgage Loan, the
depositor will deliver or cause to be delivered to the trustee, or a custodian  
for 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 instrument 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 the same is available to the        
depositor). With respect to up to 50% of the Mortgage Loans in each loan group, 
the depositor may deliver all or a portion of each related mortgage file to the 
trustee not later than thirty days after the closing date. Assignments of the   
Mortgage Loans to the trustee (or its nominee) will be recorded in the          
appropriate public office for real property records, except in states such as   
California where in the opinion of counsel recording is not required to protect 
the trustee's interests in the Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the depositor or any seller or a  
transferor, as the case may be.                                                 

   The trustee will review each mortgage file relating to the Mortgage Loans
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 and Countrywide Home Loans 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), Countrywide Home Loans will be obligated to repurchase the   
related Mortgage Loan from the trust fund. Rather than repurchase the Mortgage  
Loan as provided above, Countrywide Home Loans may remove the Mortgage Loan     
(referred to as a "deleted mortgage loan") from the trust fund and substitute in
its place another mortgage loan (referred to as a "replacement mortgage loan"); 
however, such a 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 such a 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,                                   

  -    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 Countrywide Home
     Loans in the Certificate Account and held for distribution to the
         certificateholders on the related Distribution Date (referred to as a
"SUBSTITUTION ADJUSTMENT AMOUNT")),                         

  -    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,                                                       

  -    have a Minimum Mortgage Rate specified in its related mortgage note
         not more than 1% per annum higher than and not lower than the Minimum
Mortgage Rate of the deleted mortgage loan,                 

 -    have the same Mortgage Index, reset period, payment cap and recast
       provisions as the deleted mortgage loan and a Gross Margin not more
       than 1% per annum higher or lower than that of the deleted mortgage
loan,                                                       

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  -    have a Mortgage Rate not lower than, and not more than 1% per annum
higher than that of the deleted mortgage loan,              

-    have a Loan-to-Value Ratio not higher than that of the deleted   
mortgage loan,                                              

    -    have a remaining term to maturity not greater than (and not more than
one year less than) that of the deleted mortgage loan, and  

     -    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 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 trust fund that are not  
already held through the MERS(R) System may, at the discretion of the master    
servicer, in the future be held through the MERS(R) System. For any mortgage    
held through the MERS(R) System, the mortgage is recorded in the name of        
Mortgage Electronic Registration Systems, Inc., or MERS, as nominee for the     
owner of the Mortgage Loan, and subsequent assignments of the mortgage were, or 
in the future may be, at the discretion of the master servicer, registered      
electronically through the MERS(R) System. For each of these Mortgage Loans,    
MERS 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.                                                           

UNDERWRITING PROCESS                                                            

GENERAL                                                                         

  All of the Mortgage Loans in the trust fund will have been originated or
acquired by Countrywide Home Loans in accordance with its credit, appraisal and 
underwriting standards. Countrywide Home Loans' underwriting standards are      
applied in accordance with applicable federal and state laws and regulations.   
Except as otherwise provided in this prospectus supplement, the underwriting    
procedures are consistent with those identified under "Mortgage Loan Program -- 
Underwriting Process" in the prospectus.                                        

  As part of its evaluation of potential borrowers, Countrywide Home Loans
generally requires a description of income. If required by its underwriting     
guidelines, Countrywide Home Loans obtains employment verification providing    
current and historical income information and/or a telephonic employment        
confirmation. Such employment verification may be obtained, either through      
analysis of the prospective borrower's recent pay stub and/or W-2 forms for the 
most recent two years, relevant portions of the most recent two years' tax      
returns, or from the prospective borrower's employer, wherein the employer      
reports the length of employment and current salary with that organization.     
Self-employed prospective borrowers generally are required to submit relevant   
portions of their federal tax returns for the past two years.                   

  In assessing a prospective borrower's creditworthiness, Countrywide Home
Loans may use FICO Credit Scores. "FICO CREDIT SCORES" are statistical credit   
scores designed to assess a borrower's creditworthiness and likelihood to       
default on a consumer obligation over a two-year period based on a borrower's   
credit history. FICO Credit Scores were not developed to predict the likelihood 
of default on mortgage loans and, accordingly, may not be indicative of the     
ability of a borrower to repay its Mortgage Loan. FICO Credit Scores range from 
approximately 250 to approximately 900, with higher scores indicating an        
individual with a more favorable credit history compared to an individual with a
lower score. Under Countrywide Home Loans' underwriting guidelines, borrowers   
possessing higher FICO Credit Scores, which indicate a more favorable credit    
history and who give Countrywide Home Loans the right to obtain the tax returns 
they filed for the preceding two years, may be eligible for Countrywide Home    
Loans' processing program (the "PREFERRED PROCESSING PROGRAM"). None of the     
Mortgage                                                                        

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Loans were underwritten pursuant to Countrywide Home Loans' Preferred Processing
Program. Countrywide Home Loans may waive some documentation requirements for   
mortgage loans originated under the Preferred Processing Program.               

Periodically the data used by Countrywide Home Loans to complete the  
underwriting analysis may be obtained by a third party, particularly for        
mortgage loans originated through a loan correspondent or mortgage broker. In   
those instances, the initial determination as to whether a mortgage loan        
complies with Countrywide Home Loans' underwriting guidelines may be made by an 
independent company hired to perform underwriting services on behalf of         
Countrywide Home Loans, the loan correspondent or mortgage broker. In addition, 
Countrywide Home Loans may acquire mortgage loans from approved correspondent   
lenders under a program pursuant to which Countrywide Home Loans delegates to   
the correspondent the obligation to underwrite the mortgage loans to Countrywide
Home Loans' standards. Under these circumstances, the underwriting of a mortgage
loan may not have been reviewed by Countrywide Home Loans before acquisition of 
the mortgage loan and the correspondent represents that Countrywide Home Loans' 
underwriting standards have been met. After purchasing mortgage loans under     
those circumstances, Countrywide Home Loans conducts a quality control review of
a sample of the mortgage loans. The number of loans reviewed in the quality     
control process varies based on a variety of factors, including Countrywide Home
Loans' prior experience with the correspondent lender and the results of the    
quality control review process itself.                                          

    Countrywide Home Loans' underwriting standards are applied by or on behalf
of Countrywide Home Loans to evaluate the prospective borrower's credit standing
and repayment ability and the value and adequacy of the mortgaged property as   
collateral. Under those standards, a prospective borrower must generally        
demonstrate that the ratio of the borrower's monthly housing expenses (including
principal and interest on the proposed mortgage loan and, as applicable, the    
related monthly portion of property taxes, hazard insurance and mortgage        
insurance) to the borrower's monthly gross income and the ratio of total monthly
debt to the monthly gross income (the "debt-to-income" ratios) are within       
acceptable limits. If the prospective borrower has applied for an interest-only 
6 Month LIBOR Loan, the interest component of the monthly mortgage expense is   
calculated based upon the initial interest rate plus 2%. If the prospective     
borrower has applied for a 3/1 Mortgage Loan and the Loan-to-Value Ratio is less
than or equal to 75%, the interest component of the monthly mortgage expense is 
calculated based on the initial loan interest rate; if the Loan-to-Value Ratio  
exceeds 75%, the interest component of the monthly mortgage expense calculation 
is based on the initial loan interest rate plus 2%. If the prospective borrower 
has applied for a 5/1 Mortgage Loan, a 7/1 Mortgage Loan or a 10/1 Mortgage     
Loan, the interest component of the monthly mortgage expense is calculated based
on the initial loan interest rate. If the prospective borrower has applied for a
negative amortization loan, the interest component of the monthly housing       
expense calculation is based upon the greater of 4.25% or the initial interest  
rate on the mortgage loan. The maximum acceptable debt-to-income ratio, which is
determined on a loan-by-loan basis varies depending on a number of underwriting 
criteria, including the Loan-to-Value Ratio, loan purpose, loan amount and      
credit history of the borrower. In addition to meeting the debt-to-income ratio 
guidelines, each prospective borrower is required to have sufficient cash       
resources to pay the down payment and closing costs. Exceptions to Countrywide  
Home Loans' underwriting guidelines may be made if compensating factors are     
demonstrated by a prospective borrower. Additionally, Countrywide Home Loans    
does permit its adjustable rate mortgage loans, hybrid adjustable rate mortgage 
loans and negative amortization mortgage loans to be assumed by a purchaser of  
the related mortgaged property, so long as the mortgage loan is in its          
adjustable rate period and the related purchaser meets Countrywide Home Loans'  
underwriting standards that are then in effect.                                 

Countrywide Home Loans may provide secondary financing to a borrower  
contemporaneously with the origination of a mortgage loan, subject to the       
following limitations: the Loan-to-Value Ratio of the senior (i.e., first) lien 
may not exceed 80% and the combined Loan-to-Value Ratio may not exceed 100%.    
Countrywide Home Loans' underwriting guidelines do not prohibit or otherwise    
restrict a borrower from obtaining secondary financing from lenders other than  
Countrywide Home Loans, whether at origination of the mortgage loan or          
thereafter.                                                                     

   The nature of the information that a borrower is required to disclose and
whether the information is verified depends, in part, on the documentation      
program used in the origination process. In general under the Full Documentation
Loan Program (the "FULL DOCUMENTATION PROGRAM"), each prospective borrower is   
required to complete an application which includes information with respect to  
the applicant's assets, liabilities, income, credit history, employment history 
and other personal information. Self-employed individuals are generally required
to                                                                              

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submit their two most recent federal income tax returns. Under the Full         
Documentation Program, the underwriter verifies the information contained in the
application relating to employment, income, assets and mortgages.               

 A prospective borrower may be eligible for a loan approval process that
limits or eliminates Countrywide Home Loans' standard disclosure or verification
requirements or both. Countrywide Home Loans offers the following documentation 
programs as alternatives to its Full Documentation Program: an Alternative      
Documentation Loan Program (the "ALTERNATIVE DOCUMENTATION PROGRAM"), a Reduced 
Documentation Loan Program (the "REDUCED DOCUMENTATION PROGRAM"), a CLUES Plus  
Documentation Loan Program (the "CLUES PLUS DOCUMENTATION PROGRAM"), a No       
Income/No Asset Documentation Loan Program (the "NO INCOME/NO ASSET             
DOCUMENTATION PROGRAM"), a Stated Income/Stated Asset Documentation Loan Program
(the "STATED INCOME/STATED ASSET DOCUMENTATION Program") and a Streamlined      
Documentation Loan Program (the "STREAMLINED DOCUMENTATION PROGRAM").           

  For all mortgage loans originated or acquired by Countrywide Home Loans,
Countrywide Home Loans obtains a credit report relating to the applicant from a 
credit reporting company. The credit report typically contains information      
relating to such matters as credit history with local and national merchants and
lenders, installment debt payments and any record of defaults, bankruptcy,      
dispossession, suits or judgments. All adverse information in the credit report 
is required to be explained by the prospective borrower to the satisfaction of  
the lending officer.                                                            

Except with respect to mortgage loans originated pursuant to its      
Streamlined Documentation Program, Countrywide Home Loans obtains appraisals    
from independent appraisers or appraisal services for properties that are to    
secure mortgage loans. The appraisers inspect and appraise the proposed         
mortgaged property and verify that the property is in acceptable condition.     
Following each appraisal, the appraiser prepares a report which includes a      
market data analysis based on recent sales of comparable homes in the area and, 
when deemed appropriate, a replacement cost analysis based on the current cost  
of constructing a similar home. All appraisals are required to conform to Fannie
Mae or Freddie Mac appraisal standards then in effect.                          

Countrywide Home Loans requires title insurance on all of its mortgage
loans secured by first liens on real property. Countrywide Home Loans also      
requires that fire and extended coverage casualty insurance be maintained on the
mortgaged property in an amount at least equal to the principal balance of the  
related single-family mortgage loan or the replacement cost of the mortgaged    
property, whichever is less.                                                    

 In addition to Countrywide Home Loans' standard underwriting guidelines
(the "Standard Underwriting Guidelines"), which are consistent in many respects 
with the guidelines applied to mortgage loans purchased by Fannie Mae and       
Freddie Mac, Countrywide Home Loans uses underwriting guidelines featuring      
expanded criteria (the "Expanded Underwriting Guidelines"). The Standard        
Underwriting Guidelines and the Expanded Underwriting Guidelines are described  
further under the next two headings.                                            

STANDARD UNDERWRITING GUIDELINES                                                

     Countrywide Home Loans' Standard Underwriting Guidelines for mortgage loans
with non-conforming original principal balances generally allow Loan-to-Value   
Ratios at origination of up to 95% for purchase money or rate and term refinance
mortgage loans with original principal balances of up to $400,000, up to 90% for
mortgage loans with original principal balances of up to $650,000, up to 75% for
mortgage loans with original principal balances of up to $1,000,000, up to 65%  
for mortgage loans with original principal balances of up to $1,500,000, and up 
to 60% for mortgage loans with original principal balances of up to $2,000,000. 

 For cash-out refinance mortgage loans, Countrywide Home Loans' Standard
Underwriting Guidelines for mortgage loans with non-conforming original         
principal balances generally allow Loan-to-Value Ratios at origination of up to 
75% and original principal balances ranging up to $650,000. The maximum         
"cash-out" amount permitted is $200,000 and is based in part on the original    
Loan-to-Value Ratio of the related mortgage loan. As used in this prospectus    
supplement, a refinance mortgage loan is classified as a cash-out refinance     
mortgage loan by Countrywide Home Loans if the borrower retains an amount       
greater than the lesser of 2% of the entire amount of the proceeds from the     
refinancing of the existing loan, or $2,000.                                    

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 Countrywide Home Loans' Standard Underwriting Guidelines for conforming
balance mortgage loans generally allow Loan-to-Value Ratios at origination on   
owner occupied properties of up to 95% on 1 unit properties with principal      
balances up to $359,650 ($539,475 in Alaska and Hawaii) and 2 unit properties   
with principal balances up to $460,400 ($690,600 in Alaska and Hawaii) and up to
80% on 3 unit properties with principal balances of up to $556,500 ($834,750 in 
Alaska and Hawaii) and 4 unit properties with principal balances of up to       
$691,600 ($1,037,400 in Alaska and Hawaii). On second homes, Countrywide Home   
Loans' Standard Underwriting Guidelines for conforming balance mortgage loans   
generally allow Loan-to-Value Ratios at origination of up to 95% on 1 unit      
properties with principal balances up to $359,650 ($539,475 in Alaska and       
Hawaii). Countrywide Home Loans' Standard Underwriting Guidelines for conforming
balance mortgage loans generally allow Loan-to-Value Ratios at origination on   
investment properties of up to 90% on 1 unit properties with principal balances 
up to $359,650 ($539,475 in Alaska and Hawaii) and 2 unit properties with       
principal balances up to $460,400 ($690,600 in Alaska and Hawaii) and up to 75% 
on 3 unit properties with principal balances of up to $556,500 ($834,750 in     
Alaska and Hawaii) and 4 unit properties with principal balances of up to       
$691,600 ($1,037,400 in Alaska and Hawaii).                                     

Under its Standard Underwriting Guidelines, Countrywide Home Loans    
generally permits a debt-to-income ratio based on the borrower's monthly housing
expenses of up to 33% and a debt-to-income ratio based on the borrower's total  
monthly debt of up to 38%.                                                      

   In connection with the Standard Underwriting Guidelines, Countrywide Home
Loans originates or acquires mortgage loans under the Full Documentation        
Program, the Alternative Documentation Program, the Reduced Documentation       
Program, the CLUES Plus Documentation Program or the Streamlined Documentation  
Program.                                                                        

 The Alternative Documentation Program permits a borrower to provide W-2
forms instead of tax returns covering the most recent two years, permits bank   
statements in lieu of verification of deposits and permits alternative methods  
of employment verification.                                                     

  Under the Reduced Documentation Program, some underwriting documentation
concerning income, employment and asset verification is waived. Countrywide Home
Loans obtains from a prospective borrower either a verification of deposit or   
bank statements for the two-month period immediately before the date of the     
mortgage loan application or verbal verification of employment. Since           
information relating to a prospective borrower's income and employment is not   
verified, the borrower's debt-to-income ratios are calculated based on the      
information provided by the borrower in the mortgage loan application. The      
maximum Loan-to-Value Ratio, including secondary financing, ranges up to 75%.   

     The CLUES Plus Documentation Program permits the verification of employment
by alternative means, if necessary, including verbal verification of employment 
or reviewing paycheck stubs covering the pay period immediately prior to the    
date of the mortgage loan application. To verify the borrower's assets and the  
sufficiency of the borrower's funds for closing, Countrywide Home Loans obtains 
deposit or bank account statements from each prospective borrower for the month 
immediately prior to the date of the mortgage loan application. Under the CLUES 
Plus Documentation Program, the maximum Loan-to-Value Ratio is 75% and property 
values may be based on appraisals comprising only interior and exterior         
inspections. Cash-out refinances and investor properties are not permitted under
the CLUES Plus Documentation Program.                                           

  The Streamlined Documentation Program is available for borrowers who are
refinancing an existing mortgage loan that was originated or acquired by        
Countrywide Home Loans provided that, among other things, the mortgage loan has 
not been more than 30 days delinquent in payment during the previous            
twelve-month period. Under the Streamlined Documentation Program, appraisals are
obtained only if the loan amount of the loan being refinanced had a             
Loan-to-Value Ratio at the time of origination in excess of 80% or if the loan  
amount of the new loan being originated is greater than $650,000. In addition,  
under the Streamlined Documentation Program, a credit report is obtained but    
only a limited credit review is conducted, no income or asset verification is   
required, and telephonic verification of employment is permitted. The maximum   
Loan-to-Value Ratio under the Streamlined Documentation Program ranges up to    
95%.                                                                            

  All of the Mortgage Loans have been underwritten pursuant to Countrywide
Home Loans' Standard Underwriting Guidelines.                                   

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EXPANDED UNDERWRITING GUIDELINES                                                

     Mortgage loans which are underwritten pursuant to the Expanded Underwriting
Guidelines may have higher Loan-to-Value Ratios, higher loan amounts and        
different documentation requirements than those associated with the Standard    
Underwriting Guidelines. The Expanded Underwriting Guidelines also permit higher
debt-to-income ratios than mortgage loans underwritten pursuant to the Standard 
Underwriting Guidelines.                                                        

     Countrywide Home Loans' Expanded Underwriting Guidelines for mortgage loans
with non-conforming original principal balances generally allow Loan-to-Value   
Ratios at origination of up to 95% for purchase money or rate and term refinance
mortgage loans with original principal balances of up to $400,000, up to 90% for
mortgage loans with original principal balances of up to $650,000, up to 80% for
mortgage loans with original principal balances of up to $1,000,000, up to 75%  
for mortgage loans with original principal balances of up to $1,500,000 and up  
to 70% for mortgage loans with original principal balances of up to $3,000,000. 
Under certain circumstances, however, Countrywide Home Loans' Expanded          
Underwriting Guidelines allow for Loan-to-Value Ratios of up to 100% for        
purchase money mortgage loans with original principal balances of up to         
$375,000.                                                                       

 For cash-out refinance mortgage loans, Countrywide Home Loans' Expanded
Underwriting Guidelines for mortgage loans with non-conforming original         
principal balances generally allow Loan-to-Value Ratios at origination of up to 
90% and original principal balances ranging up to $1,500,000. The maximum       
"cash-out" amount permitted is $400,000 and is based in part on the original    
Loan-to-Value Ratio of the related mortgage loan.                               

 Countrywide Home Loans' Expanded Underwriting Guidelines for conforming
balance mortgage loans generally allow Loan-to-Value Ratios at origination on   
owner occupied properties of up to 100% on 1 unit properties with principal     
balances up to $359,650 ($539,475 in Alaska and Hawaii) and 2 unit properties   
with principal balances up to $460,400 ($690,600 in Alaska and Hawaii) and up to
85% on 3 unit properties with principal balances of up to $556,500 ($834,750 in 
Alaska and Hawaii) and 4 unit properties with principal balances of up to       
$691,600 ($1,037,400 in Alaska and Hawaii). On second homes, Countrywide Home   
Loans' Expanded Underwriting Guidelines for conforming balance mortgage loans   
generally allow Loan-to-Value Ratios at origination of up to 95% on 1 unit      
properties with principal balances up to $359,650 ($539,475 in Alaska and       
Hawaii). Countrywide Home Loans' Expanded Underwriting Guidelines for conforming
balance mortgage loans generally allow Loan-to-Value Ratios at origination on   
investment properties of up to 90% on 1 unit properties with principal balances 
up to $359,650 ($539,475 in Alaska and Hawaii) and 2 unit properties with       
principal balances up to $460,400 ($690,600 in Alaska and Hawaii) and up to 85% 
on 3 unit properties with principal balances of up to $556,500 ($834,750 in     
Alaska and Hawaii) and 4 unit properties with principal balances of up to       
$691,600 ($1,037,400 in Alaska and Hawaii).                                     

Under its Expanded Underwriting Guidelines, Countrywide Home Loans    
generally permits a debt-to-income ratio based on the borrower's monthly housing
expenses of up to 36% and a debt-to-income ratio based on the borrower's total  
monthly debt of up to 40%; provided, however, that if the Loan-to-Value Ratio   
exceeds 80%, the maximum permitted debt-to-income ratios are 33% and 38%,       
respectively.                                                                   

   In connection with the Expanded Underwriting Guidelines, Countrywide Home
Loans originates or acquires mortgage loans under the Full Documentation        
Program, the Alternative Documentation Program, the Reduced Documentation Loan  
Program, the No Income/No Asset Documentation Program and the Stated            
Income/Stated Asset Documentation Program. Neither the No Income/No Asset       
Documentation Program nor the Stated Income/Stated Asset Documentation Program  
is available under the Standard Underwriting Guidelines.                        

The same documentation and verification requirements apply to mortgage
loans documented under the Alternative Documentation Program regardless of      
whether the loan has been underwritten under the Expanded Underwriting          
Guidelines or the Standard Underwriting Guidelines. However, under the          
Alternative Documentation Program, mortgage loans that have been underwritten   
pursuant to the Expanded Underwriting Guidelines may have higher loan balances  
and Loan-to-Value Ratios than those permitted under the Standard Underwriting   
Guidelines.                                                                     

  Similarly, the same documentation and verification requirements apply to
mortgage loans documented under the Reduced Documentation Program regardless of 
whether the loan has been underwritten under the Expanded Underwriting          
Guidelines or the Standard Underwriting Guidelines. However, under the Reduced  

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Documentation Program, higher loan balances and Loan-to-Value Ratios are        
permitted for mortgage loans underwritten pursuant to the Expanded Underwriting 
Guidelines than those permitted under the Standard Underwriting Guidelines. The 
maximum Loan-to-Value Ratio, including secondary financing, ranges up to 90%.   
The borrower is not required to disclose any income information for some        
mortgage loans originated under the Reduced Documentation Program, and          
accordingly debt-to-income ratios are not calculated or included in the         
underwriting analysis. The maximum Loan-to-Value Ratio, including secondary     
financing, for those mortgage loans ranges up to 85%.                           

Under the No Income/No Asset Documentation Program, no documentation  
relating to a prospective borrower's income, employment or assets is required   
and therefore debt-to-income ratios are not calculated or included in the       
underwriting analysis, or if the documentation or calculations are included in a
mortgage loan file, they are not taken into account for purposes of the         
underwriting analysis. This program is limited to borrowers with excellent      
credit histories. Under the No Income/No Asset Documentation Program, the       
maximum Loan-to-Value Ratio, including secondary financing, ranges up to 95%.   
Mortgage loans originated under the No Income/No Asset Documentation Program are
generally eligible for sale to Fannie Mae or Freddie Mac.                       

  None of the Mortgage Loans were either originated under the No Income/No
Asset Documentation Program or originated under the Reduced Documentation       
Program without any calculation of the borrower's debt-to-income ratio as       
described above.                                                                

  Under the Stated Income/Stated Asset Documentation Program, the mortgage
loan application is reviewed to determine that the stated income is reasonable  
for the borrower's employment and that the stated assets are consistent with the
borrower's income. The Stated Income/Stated Asset Documentation Program permits 
maximum Loan-to-Value Ratios up to 90%. Mortgage loans originated under the     
Stated Income/Stated Asset Documentation Program are generally eligible for sale
to Fannie Mae or Freddie Mac.                                                   

     Under the Expanded Underwriting Guidelines, Countrywide Home Loans may also
provide mortgage loans to borrowers who are not U.S. citizens, including        
permanent and non-permanent residents. The borrower is required to have a valid 
U.S. social security number or a certificate of foreign status (IRS form W-8).  
The borrower's income and assets must be verified under the Full Documentation  
Program or the Alternative Documentation Program. The maximum Loan-to-Value     
Ratio, including secondary financing, is 80%.                                   

   None of the Mortgage Loans have been underwritten pursuant to Countrywide
Home Loans' Expanded Underwriting Guidelines.                                   

 SERVICING OF MORTGAGE LOANS

GENERAL                                                                         

The master servicer will master service all of the Mortgage Loans in  
accordance with the terms set forth in the pooling and servicing agreement. The 
master servicer may perform any of its obligations under the pooling and        
servicing agreement through one or more subservicers. It is expected that as of 
the closing date Countrywide Home Loans Servicing LP will directly service all  
of the Mortgage Loans in each loan group. Notwithstanding any subservicing      
arrangement, the master servicer will remain liable for its servicing duties and
obligations under the pooling and servicing agreement as if the master servicer 
alone were servicing the Mortgage Loans.                                        

COUNTRYWIDE HOME LOANS SERVICING LP                                             

   Countrywide Home Loans Servicing LP ("COUNTRYWIDE SERVICING") will act as
master servicer. The principal executive offices of Countrywide Servicing are   
located at 7105 Corporate Drive, Plano, Texas 75024. Countrywide Servicing is a 
Texas limited partnership directly owned by Countrywide GP, Inc. and Countrywide
LP, Inc., each a Nevada corporation and a direct, wholly owned subsidiary of    
Countrywide Home Loans, Inc., a New York corporation ("COUNTRYWIDE HOME LOANS").
Countrywide Home Loans is a direct, wholly owned subsidiary of Countrywide      
Financial Corporation, a Delaware corporation ("COUNTRYWIDE FINANCIAL").        
Countrywide GP, Inc.                                                            

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owns a 0.1% interest in Countrywide Servicing and is the general partner.       
Countrywide LP, Inc. owns a 99.9% interest in Countrywide Servicing and is a    
limited partner.                                                                

   Countrywide Home Loans established Countrywide Servicing in February 2000
to service mortgage loans originated by Countrywide Home Loans that would       
otherwise have been serviced by Countrywide Home Loans. In January and February 
2001, Countrywide Home Loans transferred to Countrywide Servicing all of its    
rights and obligations relating to mortgage loans serviced on behalf of Freddie 
Mac and Fannie Mae, respectively. In October 2001, Countrywide Home Loans       
transferred to Countrywide Servicing all of its rights and obligations to the   
bulk of its non-agency loan servicing portfolio, including with respect to those
mortgage loans formerly serviced by Countrywide Home Loans and securitized by   
CWMBS, Inc. or CWABS, Inc., affiliates of the depositor. While Countrywide Home 
Loans expects to continue to directly service a portion of its loan portfolio,  
it is expected that the servicing rights for most newly originated Countrywide  
Home Loans product will be transferred to Countrywide Servicing upon sale or    
securitization of the related mortgage loans. Countrywide Servicing is engaged  
in the business of servicing mortgage loans and will not originate or acquire   
loans, an activity that will continue to be performed by Countrywide Home Loans.
In addition to acquiring mortgage servicing rights from Countrywide Home Loans, 
it is expected that Countrywide Servicing will service mortgage loans for       
non-Countrywide Home Loans affiliated parties as well as subservice mortgage    
loans on behalf of other master servicers.                                      

In connection with the establishment of Countrywide Servicing, certain
employees of Countrywide Home Loans became employees of Countrywide Servicing.  
Countrywide Servicing has engaged Countrywide Home Loans as a subservicer to    
perform certain loan servicing activities on its behalf.                        

     Countrywide Servicing is an approved mortgage loan servicer for Fannie Mae,
Freddie Mac, Ginnie Mae, HUD and VA and is licensed to service mortgage loans in
each state where a license is required. Its loan servicing activities are       
guaranteed by Countrywide Financial and/or Countrywide Home Loans when required 
by the owner of the mortgage loans. As of June 30, 2005, Countrywide Servicing  
had a net worth of approximately $14.16 billion.                                

In its capacity as master servicer, Countrywide Servicing will be     
responsible for servicing the Mortgage Loans in accordance with the terms set   
forth in the pooling and servicing agreement. Countrywide Servicing may perform 
any of its obligations under the pooling and servicing agreement through one or 
more subservicers, which may include Countrywide Home Loans. Notwithstanding any
subservicing arrangement, Countrywide Servicing will remain liable for its      
servicing duties and obligations under the pooling and servicing agreement as if
Countrywide Servicing alone were servicing the Mortgage Loans.                  

COUNTRYWIDE HOME LOANS                                                          

Countrywide Home Loans is engaged primarily in the mortgage banking   
business, and as such, originates, purchases, sells and services (either        
directly or through subsidiaries) mortgage loans. Countrywide Home Loans        
originates mortgage loans through a retail branch system and through mortgage   
loan brokers and correspondents nationwide. Loans originated, purchased, sold or
serviced by Countrywide Home Loans are principally first-lien, fixed or         
adjustable rate mortgage loans secured by single-family residences. References  
in the remainder of this prospectus supplement to Countrywide Home Loans should 
be read to include Countrywide Home Loans and its consolidated subsidiaries,    
including Countrywide Servicing.                                                

  The principal executive offices of Countrywide Home Loans are located at
4500 Park Granada, Calabasas, California 91302.                                 

    Countrywide Home Loans services substantially all of the mortgage loans it
originates or acquires. In addition, Countrywide Home Loans has purchased in    
bulk the rights to service mortgage loans originated by other lenders.          
Countrywide Home Loans has in the past and may in the future sell to other      
mortgage bankers a portion of its portfolio of loan servicing rights. As of June
30, 2005, Countrywide Home Loans provided servicing for approximately $964.444  
billion aggregate principal amount of mortgage loans, substantially all of which
are being serviced for unaffiliated persons.                                    

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MORTGAGE LOAN PRODUCTION                                                        

 The following table sets forth, by number and dollar amount of mortgage
loans, Countrywide Home Loans' residential mortgage loan production for the     
periods indicated.                                                              

                                                        [Enlarge/Download Table]

                                                             CONSOLIDATED MORTGAGE LOAN PRODUCTION                      
                                        ------------------------------------------------------------------------------- 
                                        YEAR ENDED     TEN MONTHS           YEARS ENDED DECEMBER 31,         SIX MONTHS 
                                         FEBRUARY    ENDED DECEMBER   ------------------------------------   ENDED JUNE 
                                         28, 2001       31, 2001         2002         2003         2004       30, 2005  
                                        ----------   --------------   ----------   ----------   ----------   ---------- 
                                                       (DOLLARS IN MILLIONS, EXCEPT AVERAGE LOAN AMOUNT)                
                                                                                                                        
Conventional Conforming Loans                                                                                           
   Number of Loans.....................   240,608        504,975         999,448    1,517,743      846,395      332,438 
   Volume of Loans.....................  $ 34,434       $ 76,432      $  150,110   $  235,868   $  138,845   $   69,200 
      Percent of Total Dollar Volume...      50.0%          61.7%           59.6%        54.2%        38.2%        32.6%
Conventional Non-conforming Loans                                                                                       
   Number of Loans.....................    86,600        137,593         277,626      554,571      509,711      380,563 
   Volume of Loans.....................  $ 11,394       $ 22,209      $   61,627   $  136,664   $  140,580   $   97,692 
      Percent of Total Dollar Volume...      16.5%          17.9%           24.5%        31.4%        38.7%        46.1%
FHA/VA Loans                                                                                                            
   Number of Loans.....................   118,673        118,734         157,626      196,063      105,562       37,268 
   Volume of Loans.....................  $ 13,075       $ 14,109      $   19,093   $   24,402   $   13,247   $    4,837 
      Percent of Total Dollar Volume...      18.9%          11.4%            7.6%         5.6%         3.6%         2.3%
Prime Home Equity Loans                                                                                                 
   Number of Loans.....................   119,045        164,503         316,049      453,817      587,046      326,712 
   Volume of Loans.....................  $  4,660       $  5,639      $   11,650   $   18,103   $   30,893   $   19,822 
      Percent of Total Dollar Volume...       6.8%           4.5%            4.6%         4.2%         8.5%         9.4%
Nonprime Mortgage Loans                                                                                                 
   Number of Loans.....................    51,706         43,359          63,195      124,205      250,030      129,375 
   Volume of Loans.....................  $  5,360       $  5,580      $    9,421   $   19,827   $   39,441   $   20,256 
      Percent of Total Dollar Volume...       7.8%           4.5%            3.7%         4.6%        11.0%         9.6%
Total Loans                                                                                                             
   Number of Loans.....................   616,632        969,164       1,813,944    2,846,399    2,298,744    1,206,356 
   Volume of Loans.....................  $ 68,923       $123,969      $  251,901   $  434,864   $  363,006   $  211,807 
   Average Loan Amount.................  $112,000       $128,000      $  139,000   $  153,000   $  158,000   $  176,000 
   Non-Purchase Transactions(1)........        33%            63%             66%          72%          51%          52%
   Adjustable-Rate Loans(1)............        14%            12%             14%          21%          52%          55%

----------                                                                      
(1)  Percentage of total loan production based on dollar volume.                

FORECLOSURE, DELINQUENCY AND LOSS EXPERIENCE                                    

Historically, a variety of factors, including the appreciation of real
estate values, have limited Countrywide Home Loans' loss and delinquency        
experience on its portfolio of serviced mortgage loans. There can be no         
assurance that factors beyond the control of Countrywide Home Loans, 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.                                               

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 security for loans. If the real 

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estate market and economy were to decline, Countrywide Home Loans may experience
an increase in delinquencies on the loans it services and higher net losses on  
liquidated loans.                                                               

The following table summarizes the delinquency, foreclosure and loss  
experience, respectively, on the dates indicated, of the mortgage loans         
originated or acquired by Countrywide Home Loans, serviced or master serviced by
Countrywide Home Loans and securitized in Alternative Loan Trusts by the        
depositor or by CWMBS, Inc., an affiliate of the depositor. The delinquency,    
foreclosure and loss percentages may be affected by the size and relative lack  
of seasoning in the servicing portfolio which increased from approximately      
$2.247 billion at February 28, 2001, to approximately $5.083 billion at December
31, 2001, to approximately $9.862 billion at December 31, 2002, to approximately
$14.733 billion at December 31, 2003, to approximately $31.063 billion at       
December 31, 2004, and to approximately $54.133 billion at June 30, 2005.       
Accordingly, the information 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 the following table will be indicative of the actual    
experience on the mortgage loans (totals may not add due to rounding):          

                                                        [Enlarge/Download Table]

                                                                           AT DECEMBER 31,                                     
                                     AT FEBRUARY 28,  ---------------------------------------------------------   AT JUNE 30,  
                                           2001           2001           2002           2003           2004           2005     
                                     ---------------  ------------   -----------    -----------    ------------   -----------  
                                                                                                                               
Delinquent Mortgage Loans and                                                                                                  
   Pending Foreclosures at                                                                                                     
   Period End:                                                                                                                 
      30-59 days...................         2.28%            2.92%          3.08%          2.63%           1.89%         1.44% 
      60-89 days...................         0.51%            0.65%          0.86%          0.72%           0.39%         0.29% 
      90 days or more (excluding                                                                                               
        pending foreclosures)......         0.19%            0.21%          0.45%          0.53%           0.35%         0.24% 
                                       ---------      -----------    -----------    -----------    ------------   -----------  
Total delinquencies................         2.97%            3.77%          4.39%          3.87%           2.63%         1.98% 
                                       =========      ===========    ===========    ===========    ============   ===========  
Foreclosures pending...............         0.47%            0.43%          0.45%          0.91%           0.28%         0.20% 
                                       =========      ===========    ===========    ===========    ============   ===========  
Total delinquencies and foreclosure                                                                                            
   pending.........................         3.44%            4.21%          4.84%          4.78%           2.91%         2.17% 
                                       =========      ===========    ===========    ===========    ============   ===========  
Net Gains/(Losses) on liquidated                                                                                               
   loans(1)........................    $(374,332)     $(1,057,748)   $(5,372,415)   $(9,334,817)   $(20,017,873)  $(4,424,225) 
Percentage of Net Gains/(Losses) on                                                                                            
   liquidated loans(1)(2)..........       (0.017)%         (0.021)%       (0.054)%       (0.063)%        (0.064)%      (0.008)%
Percentage of Net Gains/(Losses)                                                                                               
   on liquidated loans (based on                                                                                               
   average outstanding principal                                                                                               
   balance)(1).....................       (0.018)%         (0.021)%       (0.057)%       (0.064)%        (0.072)%      (0.009)%

----------                                                                      
(1)  "Net Gains/(Losses)" are actual gains or losses incurred on liquidated     
    properties that are calculated as net liquidation proceeds less book value
(excluding loan purchase premium or discount).                        

(2)  Based upon the total principal balance of the mortgage loans outstanding on
the last day of the indicated period.                                 

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

    The "EXPENSE FEE RATE" is the rate at which the expense fee accrues on the
principal balance of each Mortgage Loan. The expense fees with respect to the   
mortgage pool are payable out of the interest payments on each Mortgage Loan.   

 The expense fees consist of (a) the master servicing fee payable to the
master servicer in respect of its direct servicing and master servicing         
activities (the "MASTER SERVICING FEE"), (b) the trustee fee as provided in the 
pooling and servicing agreement and (c) lender paid mortgage insurance premiums,
if any. The "MASTER SERVICING FEE RATE" for each Mortgage Loan is 0.375% per    
annum.                                                                          

     In cases where a Mortgage Loan is being directly serviced by a subservicer,
the subservicer will be entitled to a portion of the Master Servicing Fee. The  
master servicer is obligated to pay some but not all ongoing expenses associated
with the trust fund and incurred by the master servicer in connection with its  
responsibilities under the                                                      

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pooling and servicing agreement and those amounts will be paid by the master    
servicer out of the Master Servicing Fee. The amount of the Master Servicing Fee
is subject to adjustment with respect to prepaid Mortgage Loans, as described   
under "--Adjustment to Servicing Compensation in Connection with Certain Prepaid
Mortgage Loans" in this prospectus supplement. The master servicer is also      
entitled to receive, as additional servicing compensation, all late payment     
fees, assumption fees and other similar charges and all reinvestment income     
earned on amounts on deposit in the Certificate Account and Distribution        
Account.                                                                        

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. Except with respect to the month of the cut-off date,       
principal prepayments by borrowers received by the master 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 are received and, accordingly, no shortfall in the amount of        
interest to be distributed to certificateholders with respect to prepaid        
Mortgage Loans results. Conversely, principal prepayments by borrowers received 
by the master servicer from the sixteenth day (or, in the case of the first     
Distribution Date, from October 1, 2005) through the last day of a calendar     
month will be distributed 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 the prepaid Mortgage Loans would result.     
Pursuant to the pooling and servicing agreement, the Master Servicing Fee for   
any month will be reduced by an amount sufficient to pass through to            
certificateholders the full amount of interest to which they would be entitled  
for each prepaid Mortgage Loan on the related Distribution Date. However, the   
Master Servicing Fee for a loan group on a Distribution Date will only be       
reduced by not more than one-half of the Master Servicing Fee for that          
Distribution Date for the Mortgage Loans in each loan group (the "COMPENSATING  
INTEREST").                                                                     

    If shortfalls in interest as a result of prepayments on the Mortgage Loans
in any Prepayment Period exceed the Compensating Interest for the related       
Distribution Date, the amount of interest distributed to certificateholders will
be reduced by the amount of the excess.                                         

Any such reduction allocable to the Class 2-A-4 Certificates on a     
Distribution Date will be covered only to the extent of amounts on deposit in   
the Class 2-A-4 Reserve Fund. Any shortfalls in excess thereof will not be      
covered by the Class 2-A-4 Policy and will be borne by the holders of the Class 
2-A-4 Certificates. See "Description of the Certificates -- Interest" in this   
prospectus supplement.                                                          

ADVANCES                                                                        

    Subject to the following limitations, the master servicer will be required
to advance before each Distribution Date, from its own funds or funds in the    
Certificate Account that do not constitute Available Funds for the Distribution 
Date, an amount equal to the aggregate of payments of principal and interest on 
the Mortgage Loans (net of the related Master Servicing Fee) that were due in   
the related Due Period and that were delinquent on the related Determination    
Date, together with an amount equivalent to interest on each Mortgage Loan as to
which the related mortgaged property has been acquired by the trust fund through
foreclosure or deed-in-lieu of foreclosure. The "DETERMINATION DATE" is the 22nd
day of each month or, if that day is not a business day, the preceding business 
day; provided that the Determination Date in each month will be at least two    
business days before the related Distribution Date. Advances are intended to    
maintain a regular flow of scheduled interest and principal payments on the     
certificates rather than to guarantee or insure against losses. The master      
servicer is obligated to make advances with respect to delinquent payments of   
principal of or interest on each Mortgage Loan to the extent that the advances  
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 master servicer determines on any Determination Date to   
make an advance, the advance will be included with the distribution to          
certificateholders on the related Distribution Date. Any failure by the master  
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 the 
failure remains unremedied for five days after written notice of the event of   
default. If the master servicer is terminated as a result of the occurrence of  
an event of default, the Trustee or the successor master servicer will be       
obligated to make any advance, in accordance with the terms of the pooling and  
servicing agreement.                                                            

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CERTAIN MODIFICATIONS AND REFINANCINGS                                          

    The master servicer may modify any Mortgage Loan, provided that the master
servicer purchases the Mortgage Loan from the trust fund immediately following  
the modification. A Mortgage Loan may not be modified unless the modification   
includes a change in the interest rate on the related Mortgage Loan to          
approximately a prevailing market rate. 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 such proceeds are to be          
distributed at the applicable net mortgage rate, net of any unreimbursed        
advances of principal and interest on the Mortgage Loan made by the master      
servicer. The master servicer will deposit the purchase price in the Certificate
Account within one business day of the purchase of that Mortgage Loan. Purchases
of Mortgage Loans may occur when prevailing interest rates are below the        
interest rates on the Mortgage Loans and borrowers request modifications as an  
alternative to refinancings. The master servicer will indemnify the trust fund  
against liability for any prohibited transactions taxes and related interest,   
additions or penalties incurred by any REMIC as a result of any modification or 
purchase.                                                                       

 DESCRIPTION OF THE CERTIFICATES

GENERAL                                                                         

The certificates will be issued pursuant to the pooling and servicing 
agreement. The following summaries of the material terms pursuant to which the  
certificates will be issued do not purport to be complete and are subject to,   
and qualified in their entirety by reference to, the provisions of the pooling  
and servicing agreement. 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. The certificates represent 
obligations of the trust only and do not represent an interest in or obligation 
of CWALT, Inc., Countrywide Home Loans, Inc. (or any other seller), Countrywide 
Home Loans Servicing LP or any of their affiliates.                             

    The Mortgage Pass-Through Certificates, Series 2005-62 will consist of the
Class 1-A-1, Class 1-A-2, Class 1-X-1, Class 1-X-2, Class 1-X-3, Class 2-A-1,   
Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-1, Class 2-X-2 and Class A-R   
Certificates (all of which are collectively referred to as "SENIOR              
CERTIFICATES"), the Class M-X Certificates, the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (all of which are    
collectively referred to as "CLASS M CERTIFICATES"), the Class B-1, Class B-2,  
Class B-3, Class B-4 and Class B-5 Certificates (all of which are collectively  
referred to as "CLASS B CERTIFICATES," and the Class M-X, Class M Certificates  
and the Class B Certificates are collectively referred to as the "SUBORDINATED  
CERTIFICATES") and the Class P-1 and Class P-2 Certificates. Only the classes of
certificates listed on the cover page hereof are offered by this prospectus     
supplement (the "OFFERED CERTIFICATES"). The Class P-1, Class P-2, Class B-3,   
Class B-4 and Class B-5 Certificates are not offered by this prospectus         
supplement and are sometimes referred to in this prospectus supplement as the   
"PRIVATE CERTIFICATES." Their initial Class Certificate Balances are expected to
be approximately $100, $100, $13,633,000, $17,643,000 and $12,831,765,          
respectively, and the pass-through rates of the private certificates (other than
the Class P-1 and Class P-2 Certificates) will be calculated as described in    
this prospectus supplement under "-- Interest" below. The Class P-1 and Class   
P-2 Certificates will not bear interest. The Class P-1 and Class P-2            
Certificates will be entitled to all prepayment charges received in respect of  
the Mortgage Loans in loan group 1 and loan group 2, respectively, and such     
amounts will not be available for distribution to the holders of the offered    
certificates and the other private certificates. The classes of offered         
certificates will have the respective initial Class Certificate Balances or     
initial component notional amounts and pass-through rates described below. 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 or initial notional amounts
may vary in the aggregate by plus or minus 5%.                                  

The "CLASS CERTIFICATE BALANCE" of any class of certificates as of any
Distribution Date is the initial Class Certificate Balance of the class, reduced
by the sum of                                                                   

   -    all amounts previously distributed to holders of certificates of the
class as payments of principal, and                         

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-    the amount of Realized Losses allocated to the class,            

and, increased by                                                               

 -    the amount of Net Deferred Interest (as defined in this prospectus
        supplement) incurred by the Mortgage Loans in the related loan group
  or loan groups and allocated to such class of certificates, as
     described in this prospectus supplement under "Description of the
Certificates--Interest";                                    

provided, however, that the Class Certificate Balance or Component Principal    
Balance of each class of certificates or components to which Realized Losses    
have been allocated will be increased, sequentially in the order of payment     
priority (from highest to lowest), by the amount of Subsequent Recoveries on the
Mortgage Loans in a related loan group distributed as principal to any related  
class of certificates or components, but not by more than the amount of Realized
Losses previously allocated to reduce the Class Certificate Balance or Component
Principal Balance of such class of certificates or components; provided,        
further, that to the extent a Realized Loss was covered under the Class 2-A-4   
Policy, then Financial Security Assurance Inc.'s subrogation rights with respect
to Subsequent Recoveries may entitle them to receipt of cash distributed to the 
Class 2-A-4 Certificates instead of the Class 2-A-4 Certificates. See "Credit   
Enhancement--The Financial Guaranty Insurance Policy" in this prospectus        
supplement and "Application of Liquidation Proceeds" in the prospectus.         

 In addition, the Class Certificate Balance of the class of subordinated
certificates then outstanding with the lowest priority of payment will be       
reduced if and to the extent that the aggregate of the Class Certificate        
Balances of all classes of certificates (other than the Class P-1 and Class P-2 
Certificates), following all distributions and the allocation of Net Deferred   
Interest and Realized Losses on any Distribution Date exceeds the aggregate     
Stated Principal Balance of the Mortgage Loans as of the Due Date occurring in  
the month of that Distribution Date (after giving effect to principal           
prepayments received in the related Prepayment Period). The Notional Amount     
Components do not have principal balances and are not entitled to any           
distributions in respect of principal on the Mortgage Loans in any loan group.  
The pooling and servicing agreement does not permit the allocation of Realized  
Losses on any of the Mortgage Loans to the Class P-1 or Class P-2 Certificates  

     The senior certificates will have an initial aggregate principal balance of
approximately $1,427,495,100, and will evidence in the aggregate an initial     
beneficial ownership interest of approximately 89.00% in the trust fund. The    
subordinated certificates will each evidence the initial beneficial ownership   
interest in the trust fund set forth below:                                     

                                                                [Download Table]

                                     INITIAL BENEFICIAL
CLASS OF SUBORDINATED CERTIFICATES   OWNERSHIP INTEREST
----------------------------------   ------------------
                                                       
Class M-1.........................          1.70%      
Class M-2.........................          1.55%      
Class M-3.........................          1.00%      
Class M-4.........................          0.85%      
Class M-5.........................          0.75%      
Class M-6.........................          0.75%      
Class M-7.........................          0.60%      
Class B-1.........................          0.55%      
Class B-2.........................          0.50%      
Class B-3.........................          0.85%      
Class B-4.........................          1.10%      
Class B-5.........................          0.80%      

    The Class A-R Certificates will be issued in fully registered certificated
form. All of the remaining classes of offered certificates will be represented  
by book-entry certificates. The book-entry certificates will be issuable in     
book-entry form only. The Class A-R Certificates will be issued in a            
denomination of $100.                                                           

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CERTIFICATE GROUPS                                                              

   The classes of senior certificates and components related to a particular
loan group are referred to as a "SENIOR CERTIFICATE GROUP"." The following      
classes of certificates are sometimes referred to, in the aggregate, as the     
senior certificate groups with the designations set forth below:                

                                                        [Enlarge/Download Table]

                                                                                RELATED LOAN GROUP
 CERTIFICATE GROUP DESIGNATION             CLASSES OF CERTIFICATES                OR LOAN GROUPS  
-------------------------------  ---------------------------------------------  ------------------
                                                                                                  
Group 1 Senior Certificates....  Class 1-A-1, Class 1-A-2, Class 1-X-1, Class      Loan Group 1   
                                 1-X-2, Class 1-X-3 and Class A-R Certificates                    
Group 2 Senior Certificates....  Class 2-A-1, Class 2-A-2, Class 2-A-3, Class      Loan Group 2   
                                       2-A-4, Class 2-X-1 and Class 2-X-2                         
                                                  Certificates                                    

Class M Certificates...........   Class M-1, Class M-2, Class M-3, Class M-4,     All Loan Groups 
                                       Class M-5, Class M-6 and Class M-7                         
                                                  Certificates                                    

Class B Certificates...........    Class B-1, Class B-2, Class B-3, Class B-4     All Loan Groups 
                                           and Class B-5 Certificates                             
Subordinated Certificates......   Class M-X, Class M and Class B Certificates     All Loan Groups 

COMPONENT CLASSES                                                               

    Solely for purposes of calculating distributions of principal and interest
and allocation of Realized Losses and Deferred Interest on the Mortgage Loans in
the related loan group or loan groups, each class of Class X Certificates will  
be made up of two components having designations, initial Component Principal   
Balances, initial Component Notional Amounts and initial pass-through rates set 
forth below.                                                                    

                                                        [Enlarge/Download Table]

                                                           INITIAL COMPONENT  INITIAL COMPONENT                           
CLASS OF CLASS X CERTIFICATES  COMPONENT DESIGNATION       PRINCIPAL BALANCE   NOTIONAL AMOUNT   INITIAL PASS-THROUGH RATE
-----------------------------  --------------------------  -----------------  -----------------  -------------------------
                                                                                                                          
Class 1-X-1 Certificates       Class 1-X-1 IO Component..         N/A            $262,595,000             0.0000%         
                               Class 1-X-1 P Component...          $0                N/A                  2.0446%         

Class 1-X-2 Certificates       Class 1-X-2 IO Component..         N/A            $175,064,000             0.7489%         
                               Class 1-X-2 P Component...          $0                N/A                  2.0446%         

Class 1-X-3 Certificates       Class 1-X-3 IO Component..         N/A            $175,064,000             0.0000%         
                               Class 1-X-3 P Component...          $0                N/A                  2.0446%         

Class 2-X-1 Certificates       Class 2-X-1 IO Component..         N/A            $989,836,000             1.5318%         
                               Class 2-X-1 P Component...          $0                N/A                  2.1485%         

Class 2-X-2 Certificates       Class 2-X-2 IO Component..         N/A            $989,836,000             0.0000%         
                               Class 2-X-2 P Component...          $0                N/A                  2.1485%         

Class M-X Certificates         Class M-X IO Component....         N/A            $176,431,765             0.0000%         
                               Class M-X P Component.....          $0                N/A                  2.1166%         

     The initial Component Notional Amounts set forth in the preceding table are
subject in each case to the permitted variance described in this prospectus     
supplement.                                                                     

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   The Class 1-X-1 IO, Class 1-X-2 IO, Class 1-X-3 IO, Class 2-X-1 IO, Class
2-X-2 IO and Class M-X IO Components are referred to as "NOTIONAL AMOUNT        
COMPONENTS" or "CLASS X IO COMPONENTS." The Notional Amount Components will not 
have Component Principal Balances but will bear interest on their respective    
outstanding Component Notional Amounts.                                         

 The "COMPONENT NOTIONAL AMOUNT" of the Class 1-X-1 IO Component for the
interest accrual period related to each Distribution Date will be equal to the  
Class Certificate Balance of the Class 1-A-1 Certificates immediately prior to  
such Distribution Date.                                                         

  The "COMPONENT NOTIONAL AMOUNT" of each of the Class 1-X-2 IO, and Class
1-X-3 IO Components for the interest accrual period related to each Distribution
Date will be equal to the Class Certificate Balance of the Class 1-A-2          
Certificates immediately prior to such Distribution Date.                       

 The "COMPONENT NOTIONAL AMOUNT" of each of the Class 2-X-1 IO and Class
2-X-2 IO Components for the interest accrual period related to each Distribution
Date will be equal to the aggregate Class Certificate Balance of the Class      
2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates immediately prior  
to such Distribution Date.                                                      

The "COMPONENT NOTIONAL AMOUNT" of the Class M-X IO Component for the 
interest accrual period related to each Distribution Date will be equal to the  
aggregate Class Certificate Balance of the subordinated certificates (other than
the Class M-X P Component) immediately prior to such Distribution Date.         

    Each of the Class 1-X-1 P, Class 1-X-2 P, Class 1-X-3 P, Class 2-X-1 P and
Class 2-X-2 P Components (each, a "CLASS X P COMPONENT") will have a "COMPONENT 
PRINCIPAL BALANCE" (initially, equal to zero) that will increase depending on   
the amount of Net Deferred Interest on the Mortgage Loans in the related loan   
group that is allocated to the related Class X IO Component. The Class M-X P    
Component (also a "CLASS X P COMPONENT") will have a Component Principal Balance
(initially, equal to zero) that will increase depending on the amount of Net    
Deferred Interest on the Mortgage Loans in both loan groups that is allocated to
the Class M-X IO Component. The Component Principal Balance of each Class X P   
Component will be reduced by all amounts actually distributed as principal of   
such components and all Realized Losses applied in reduction of principal of    
such components on all prior Distribution Dates and will also be increased due  
to the receipt of Subsequent Recoveries as described under "--General" above.   

The Class Certificate Balance, if any, of each class of Class X       
Certificates for any Distribution Date will equal the Component Principal       
Balance of the related Class X P Component in each case, immediately prior to   
that Distribution Date.                                                         

The components comprising a class of Class X Certificates will not be 
separately transferable from such class of certificates.                        

SUBORDINATED PORTIONS                                                           

   A portion of each loan group is related to the subordinated certificates.
Each such portion (a "SUBORDINATED PORTION") for any Distribution Date will be  
equal to the aggregate Stated Principal Balance of the Mortgage Loans in the    
related loan group as of the Due Date in the prior month (after giving effect to
principal prepayments in the Prepayment Period related to that prior Due Date)  
minus the sum of the Class Certificate Balances of the related senior           
certificates and the Component Principal Balance of the related Class X P       
Component immediately prior to such Distribution Date plus the amount of Net    
Deferred Interest, if any, added to the balances of such Subordinated Portions. 

BOOK-ENTRY CERTIFICATES                                                         

  The offered certificates, other than the Class A-R Certificates, will be
issued as book-entry certificates. The Class A-R Certificates will be issued as 
two certificates in fully registered certificated form in an aggregate          
denomination of $100. Each class of book-entry certificates will be issued as   
one or more certificates that equal the                                         

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aggregate initial Class Certificate Balance of each class of certificates and   
that will be held by a depository, which will initially be a nominee of The     
Depository Trust Company. Beneficial interests in the book-entry certificates   
will be held indirectly by investors through the book-entry facilities of the   
depository, as described in this prospectus supplement. Investors may hold the  
beneficial interests in the book-entry certificates in minimum denominations    
representing an original principal amount or notional amount of $25,000 and     
integral multiples of $1,000 in excess thereof in the case of LIBOR Certificates
and the MTA Certificates, and Component Notional Amounts of $100,000 and        
integral multiples of $1,000 in excess thereof, in the case of Class X          
Certificates.. One investor of each class of book-entry certificates may hold a 
beneficial interest therein that is not an integral multiple of $1,000. The     
depositor has been informed by the depository that its nominee will be CEDE &   
Co. ("CEDE"). Accordingly, CEDE is expected to be the holder of record of the   
book-entry certificates. Except as described in the prospectus under            
"Description of the Certificates -- Book-Entry Certificates," no beneficial     
owner acquiring a book-entry certificate will be entitled to receive a physical 
certificate representing the certificate.                                       

     Unless and until definitive certificates are issued, it is anticipated that
the only certificateholder of the book-entry certificates will be CEDE, as      
nominee of the depository. Beneficial owners of the book-entry certificates will
not be certificateholders, as that term is used in the pooling and servicing    
agreement. Beneficial owners are only permitted to exercise the rights of       
certificateholders indirectly through financial intermediaries and the          
depository. Monthly and annual reports on the trust fund provided to CEDE, as   
nominee of the depository, 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.                                                                       

    For a description of the procedures generally applicable to the book-entry
certificates, see "Description of the Certificates -- Book-Entry Certificates"  
in the prospectus.                                                              

Although The Depository Trust Company has agreed to the foregoing     
procedures in order to facilitate transfers of certificates among participants  
of The Depository Trust Company, they are under no obligation to perform or     
continue to perform such procedures and such procedures may be discontinued at  
any time.                                                                       

DETERMINATION OF LIBOR                                                          

The LIBOR Certificates will bear interest during the initial interest 
accrual period at the applicable initial pass-through rates set forth in the    
table under "-- Interest" below, and during each interest accrual period        
thereafter at the applicable rate determined as described in the table under "--
Interest" below.                                                                

   LIBOR applicable to an interest accrual period for the LIBOR Certificates
will be determined on the second business day prior to the commencement of that 
interest accrual period (a "LIBOR DETERMINATION DATE"). On each LIBOR           
Determination Date, the Trustee, as Calculation Agent, will establish LIBOR for 
the related 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 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 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. "TELERATE PAGE 3750" means the     
display page currently so designated on the Bridge Telerate Service (or such    
other page as may replace that page on that service for the purpose of          
displaying comparable rates or prices).                                         

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 method described in the prospectus under      
"Description of the Certificates -- Indices 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 prospectus,
LIBOR for the next interest accrual period will be 4.0031%.                     

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DETERMINATION OF ONE-YEAR MTA                                                   

   One-Year MTA is a per annum rate equal to the twelve-month moving average
monthly yield on United Stated Treasury Securities adjusted to a constant       
maturity of one year as published by the Federal Reserve Board in the Federal   
Reserve Statistical Release "Selected Interest Rates (H.15)". The One-Year MTA  
used for each interest accrual period will be the most recent One-Year MTA      
figure available as of fifteen days prior to the commencement of that interest  
accrual period (a "ONE-YEAR MTA DETERMINATION DATE").                           

     If One-Year MTA is no longer available, the calculation agent will choose a
new index for the MTA Certificates that is based on comparable information. When
the calculation agent chooses a new index for the MTA Certificates, it will     
increase or decrease the Pass-Through Margin by the difference between the      
average One-Year MTA for the final three years it was in effect and the average 
of the most recent three years for the replacement index. The Pass-Through      
Margin will be increased by that difference if the average One-Year MTA is      
greater than the average replacement index, and the Pass-Through Margin will be 
decreased by that difference if the replacement index is greater than the       
average One-Year MTA.                                                           

     If on the initial One-Year MTA Determination Date, the Calculation Agent is
required but unable to determine One-Year MTA as provided above, One-Year MTA   
for the next interest accrual period will be 3.1630%.                           

PAYMENTS ON MORTGAGE LOANS; ACCOUNTS                                            

On or before the closing date, the master servicer will establish an  
account (the "CERTIFICATE ACCOUNT"), which will be maintained in trust for the  
benefit of the certificateholders. The certificate account will be established  
by the master servicer initially at Countrywide Bank, N.A., which is an         
affiliate of the depositor, the sellers and the master servicer. The master     
servicer will deposit or cause to be deposited in the Certificate Account all   
amounts required to be deposited therein, within two business days after receipt
(or, on a daily basis, if the long-term credit rating of Countrywide Home Loans 
has been reduced below the rating specified in the pooling and servicing        
agreement). Funds credited to the Certificate Account may be invested for the   
benefit and at the risk of the master servicer in permitted investments, as     
defined in the pooling and servicing agreement, that are scheduled to mature on 
or before the business day preceding the next Distribution Date. On or before   
the business day immediately preceding each Distribution Date, the master       
servicer will withdraw from the Certificate Account the amount of Available     
Funds for each loan group and will deposit the Available Funds in an account    
established and maintained with the Trustee on behalf of the certificateholders 
(the "DISTRIBUTION ACCOUNT"). The holders of the Class P-1 and Class P-2        
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 classes of certificates.                                              

DISTRIBUTIONS                                                                   

   Distributions on the certificates will be made by the Trustee on the 25th
day of each month or, if that day is not a business day, on the first business  
day thereafter, commencing in November 2005 (each, a "DISTRIBUTION DATE"), to   
the persons in whose names the certificates are registered at the close of      
business on the related Record Date. The "RECORD DATE" for the LIBOR            
Certificates and any Distribution Date will be the business day immediately     
preceding that Distribution Date, or if the LIBOR Certificates are no longer    
book-entry certificates, the Record Date will be the last business day of the   
calendar month preceding the month of that Distribution Date. For each other    
class of certificates and any Distribution Date, the Record Date will be the    
last business day of the calendar month immediately prior to the month in which 
that Distribution Date occurs.                                                  

     Distributions on each Distribution Date will be made by check mailed to the
address of the person entitled to it as it appears on the applicable certificate
register or, in the case of a certificateholder who holds 100% of a class of    
certificates or who holds certificates with an aggregate initial certificate    
balance of $1,000,000 or more or who holds a Class X Certificate and 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 the
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 the certificates at the corporate trust office of the Trustee.               

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PRIORITY OF DISTRIBUTIONS AMONG CERTIFICATES                                    

     As more fully described in this prospectus supplement, distributions on the
senior certificates will be made on each Distribution Date primarily from       
Available Funds of the related loan group for such Distribution Date, and, in   
certain circumstances, from any Available Funds from the other loan group       
remaining after distributions to the senior certificates related to such loan   
group. Distributions on the subordinated certificates will be based on any      
remaining Available Funds for both loan groups for such Distribution Date, in   
each case after giving effect to distributions on the senior certificates in the
following amounts and order of priority:                                        

     -    from amounts available with respect to loan group 2, to payment to the
insurer of the monthly premium for the Class 2-A-4 Policy;  

-    to interest on the classes of senior certificates and components 
      relating to that loan group, pro rata; provided, however, that any
     distribution of interest to which the Class 1-X-1 IO Component is
       otherwise entitled (after allocation of Net Deferred Interest) will
    first be deposited into the Carryover Shortfall Reserve Fund (as
 defined below) and will not be distributed to the Class 1-X-1
Certificates except as described below;                     

-    to principal of the classes of senior certificates and components
         relating to each loan group then entitled to receive distributions of
      principal, in the order and subject to the priorities set forth in
        this prospectus supplement under "Description of the Certificates --
     Principal," in each case in an aggregate amount up to the maximum
amount of principal to be distributed on the classes on the 
Distribution Date;                                          

-    to interest on and then principal of the classes of the senior   
      certificates and components not relating to that loan group in the
      manner, order and priority described in this prospectus supplement
under "Description of the Certificates--Transfer Payments;" 

   -    from remaining available funds from both loan groups, to interest on
        and then principal of the Class M-X Certificates; provided, however,
         that any distribution of interest to which the Class M-X IO Component
          is otherwise entitled (after allocation of Net Deferred Interest) will
         first be deposited into the Carryover Shortfall Reserve Fund and will
        not be distributed to the Class M-X Certificates except as described
below, as described below under "Description of the         
Certificates--Carryover Shortfall Reserve Fund;"            

   -    from remaining available funds from both loan groups, to interest on
        and then principal of each other class of subordinated certificates,
          in the order of their payment priorities, beginning with the Class M-1
         Certificates, in each case subject to the limitations set forth under
         "Description of the Certificates--Interest" and "--Principal" in this
prospectus supplement;                                      

-    to payment to the insurer the amount of all payments made by the 
  insurer pursuant to the Class 2-A-4 Policy which have not been
previously repaid (without any interest on such amount);    

  -    from amounts on deposit in the Carryover Shortfall Reserve Fund, as
     described below under "Description of the Certificates--Carryover
Shortfall Reserve Fund;" and                                

 -    from any remaining available amounts from both loan groups, to the
Class A-R Certificates.                                     

    "AVAILABLE FUNDS" for a loan group for any Distribution Date will be equal
to the sum of:                                                                  

 -    all scheduled installments of interest (net of the related expense
         fees for that loan group and after taking into account reductions due
      to deferred interest on the Mortgage Loans in that loan group) and
         principal due on the Mortgage Loans in that loan group in the related
  Due Period and received before the related Determination Date,
together with any advances with respect to them;            

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   -    all proceeds of any primary mortgage guaranty insurance policies and
      any other insurance policies with respect to the Mortgage Loans in
      that loan group, to the extent the proceeds are not applied to the
    restoration of the related mortgaged property or released to the
      borrower in accordance with the master servicer's normal servicing
  procedures and all other cash amounts received and retained in
      connection with (a) the liquidation of defaulted Mortgage Loans in
          that loan group, by foreclosure or otherwise during the calendar month
      preceding the month of the Distribution Date (in each case, net of
      unreimbursed expenses incurred in connection with a liquidation or
         foreclosure and unreimbursed advances, if any) and (b) any Subsequent
 Recoveries with respect to Mortgage Loans in that loan group;

     -    all partial or full prepayments with respect to Mortgage Loans in that
      loan group received during the related Prepayment Period, together
    with interest paid in connection with the prepayment, other than
certain excess amounts, and the Compensating Interest;      

-    amounts received with respect to the Distribution Date as the    
    Substitution Adjustment Amount or purchase price in respect of a
deleted Mortgage Loan or a Mortgage Loan in that loan group 
         repurchased by a seller or the master servicer as of the Distribution
Date; and                                                   

-    with respect to the Class 2-A-4 Certificates only, any amounts   
        withdrawn from the Class 2-A-4 Reserve Fund and any payments made by
the insurer under the Class 2-A-4 Policy;                   

minus                                                                 

 -    other than with respect of the last bullet point above, amounts in
      reimbursement for advances previously made and other amounts as to
   which the master servicer is entitled to be reimbursed from the
        Certificate Account pursuant to the pooling and servicing agreement;

plus                                                                  

     -    Transfer Payments Received, plus interest thereon, for such loan group
and Distribution Date;                                      

minus                                                                 

  -    Transfer Payments Made, plus interest thereon, from such loan group
and Distribution Date.                                      

INTEREST                                                                        

 The classes of certificates will have the respective pass-through rates
described below (each, a "PASS-THROUGH RATE").                                  

     The pass-through rate for each class of LIBOR Certificates for any interest
accrual period will be a per annum rate equal to the lesser of (x) LIBOR plus   
the applicable Pass-Through Margin (as set forth below) for such class and (y)  
the applicable Net Rate Cap.                                                    

   The pass-through rate for each class of MTA Certificates for any interest
accrual period will be a per annum rate equal to the lesser of (x) One-Year MTA 
plus the applicable Pass-Through Margin (as set forth below) for such class and 
(y) the applicable Net Rate Cap.                                                

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    The "PASS-THROUGH MARGINS" and the expected initial pass-through rates for
the LIBOR Certificates and the MTA Certificates are as set forth in the         
following table:                                                                

                                                                [Download Table]

                        PASS-THROUGH MARGIN (%)                         
                        -----------------------   EXPECTED INITIAL PASS-
CLASS OF CERTIFICATES         (1)      (2)         THROUGH RATE (%) (3) 
---------------------       ------   ------       ----------------------
                                                                        
Class 1-A-1..........       0.3000   0.6000               4.3031        
Class 1-A-2..........       2.0000   2.0000               5.1630        
Class 2-A-1..........       1.0000   1.0000               4.1630        
Class 2-A-2..........       0.9800   0.9800               4.1430        
Class 2-A-3..........       1.6550   1.6550               4.8180        
Class 2-A-4..........       1.0200   1.0200               4.1830        
Class M-1............       0.6500   0.9750               4.6531        
Class M-2............       0.7200   1.0800               4.7231        
Class M-3............       0.8000   1.2000               4.8031        
Class M-4............       1.0700   1.6050               5.0731        
Class M-5............       1.1500   1.7250               5.1531        
Class M-6............       1.2000   1.8000               5.2031        
Class M-7............       1.7500   2.6250               5.7531        
Class B-1............       1.8500   2.7750               5.8531        
Class B-2............       2.3500   3.5250               6.3531        
Class B-3............       1.2500   2.5000               5.2531        
Class B-4............       1.2500   2.5000               5.2531        
Class B-5............       1.2500   1.8750               5.2531        

----------                                                                      
(1)  For each interest accrual period occurring on or prior to the Optional     
Termination Date.                                                     

(2)  For each interest accrual period occurring after the Optional Termination  
Date.                                                                 

(3)  Without giving effect to the applicable Net Rate Cap.                      

 The "OPTIONAL TERMINATION DATE" will be the date on which the aggregate
Stated Principal Balance of the Mortgage Loans and any related foreclosed or    
otherwise repossessed properties at the time of repurchase is less than or equal
to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
cut-off date.                                                                   

   The "CARRYOVER SHORTFALL AMOUNT" for any Distribution Date and each class
of LIBOR Certificates will equal the excess, if any, of (i) the amount of       
interest such class of certificates would have been entitled to receive on such 
Distribution Date had such pass-through rate not been subject to the applicable 
Net Rate Cap, over (ii) the amount of interest such class of certificates       
received on such Distribution Date based on the applicable Net Rate Cap (in each
case, prior to the reduction for Net Deferred Interest and for Net Interest     
Shortfalls), together with the unpaid portion of any such excess from prior     
Distribution Dates (and interest accrued thereon at the then applicable         
pass-through rate on such class of certificates, without giving effect to the   
applicable Net Rate Cap). Any Carryover Shortfall Amount on a class of LIBOR    
Certificates will be paid on that Distribution Date or on future Distribution   
Dates from and to the extent of funds available therefor in the Carryover       
Shortfall Reserve Fund as described in this prospectus supplement under "-      
Carryover Shortfall Reserve Fund."                                              

     With respect to any Distribution Date, the "ADJUSTED NET MORTGAGE RATE" for
each Mortgage Loan and any Distribution Date is the Mortgage Rate thereof (as of
the first day of the related Due Period) less the Master Servicing Fee Rate, the
trustee fee rate as provided in the pooling and servicing agreement and any     
lender paid mortgage insurance premiums for such Mortgage Loan (expressed as a  
per annum percentage of its Stated Principal Balance). The "WEIGHTED AVERAGE    
ADJUSTED NET MORTGAGE RATE" for any loan group and Distribution Date means the  
average of the Adjusted Net Mortgage Rate of each Mortgage Loan in that loan    
group, weighted on the basis of its Stated Principal Balance as of the Due Date 
in the prior month (after giving effect to principal prepayments in the         
Prepayment Period related to that prior Due Date).                              

The "NET RATE CAP" for the following classes of certificates and      
Distribution Date is:                                                           

 -    with respect to the Class 1-A-1 Certificates, the Weighted Average
        Adjusted Net Mortgage Rate for loan group 1, adjusted to reflect the
     accrual of interest on the basis of a 360-day year and the actual
number of days for that interest accrual period,            

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 -    with respect to the Class 1-A-2 Certificates, the Weighted Average
      Adjusted Net Mortgage Rate for loan group 1 minus 0.748933829593%,

  -    with respect to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class
       2-A-4 Certificates, the Weighted Average Adjusted Net Mortgage Rate
       for loan group 2 minus 1.686006976%, 1.706006955%, 1.031006955% and
1.666006955%, respectively, and                             

-    with respect to any class of subordinated certificates, the      
         Subordinate Weighted Average Rate, adjusted to reflect the accrual of
         interest on the basis of a 360-day year and the actual number of days
for that interest accrual period.                           

  The "SUBORDINATE WEIGHTED AVERAGE RATE" for each interest accrual period
related to each Distribution Date will be the sum of the following for each loan
group: the product of (x) the Weighted Average Adjusted Net Mortgage Rate for   
that loan group and (y) a fraction, the numerator of which is the related       
Subordinated Portion immediately prior to that Distribution Date, and the       
denominator of which is the aggregate Class Certificate Balance of the          
subordinated certificates immediately prior to that Distribution Date.          

The pass-through rate for the Class A-R Certificates for the interest 
accrual period related to each Distribution Date will be a per annum rate equal 
to the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage      
Loans. The pass-through rate for the Class A-R Certificates for the interest    
accrual period related to the first Distribution Date is expected to be         
approximately 2.0446% per annum.                                                

   Each of the Class X Certificates will be entitled to receive with respect
to the interest accrual period related to each Distribution Date the sum of the 
interest accrued on their respective Class X IO and Class X P Components (based 
upon the Component Notional Amount, in the case of each Class X IO Component,   
and upon the Component Principal Balance, in the case of each Class X P         
Component) at their respective pass-through rates for that Distribution Date.   

 The pass-through rate for the Class 1-X-1 IO Component for the interest
accrual period related to each Distribution Date will be equal to the excess of 
the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans   
over the pass-through rate of the Class 1-A-1 Certificates for such Distribution
Date, as adjusted to reflect the accrual of interest on the basis of a 360-day  
year and the actual number of days for that interest accrual period.            

 The pass-through rate for the Class 1-X-2 IO Component for the interest
accrual period for each Distribution Date is 0.7489% per annum.                 

 The pass-through rate for the Class 1-X-3 IO Component for the interest
accrual period related to each Distribution Date will be equal to the excess of 
the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans   
over the sum of (i) the pass-through rate for the Class 1-A-2 Certificates and  
(ii) the pass-through rate for the Class 1-X-2 IO Component, in each case for   
such Distribution Date.                                                         

 The pass-through rate for the Class 2-X-1 IO Component for the interest
accrual period related to each Distribution Date will be equal to               

-    the sum of                                                       

         -    the product of 1.686006976% and the Class Certificate Balance of
    the Class 2-A-1 Certificates immediately prior to that
Distribution Date,                                

         -    the product of 1.706006955% and the Class Certificate Balance of
    the Class 2-A-2 Certificates immediately prior to that
Distribution Date,                                

         -    the product of 1.031006955% and the Class Certificate Balance of
    the Class 2-A-3 Certificates immediately prior to that
Distribution Date; and                            

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         -    the product of 1.546006955% and the Class Certificate Balance of
    the Class 2-A-4 Certificates immediately prior to that
Distribution Date                                 

     -    divided by the aggregate Class Certificate Balance of the Class 2-A-1,
     Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates immediately
prior to that Distribution Date.                            

The pass-through rate for the Class 2-X-1 IO Component for the interest accrual 
period related to the first Distribution Date is expected to be approximately   
1.5318% per annum.                                                              

 The pass-through rate for the Class 2-X-2 IO Component for the interest
accrual period related to each Distribution Date will be equal to the excess of 
the Weighted Average Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans   
over the sum of (i) the weighted average of (a) the pass-through rate of the    
Class 2-A-1 Certificates, (b) the pass-through rate of the Class 2-A-2          
Certificates, (c) the pass-through rate of the Class 2-A-3 Certificates and (d) 
the sum of (x) the pass-through rate of the Class 2-A-4 Certificates and (y)    
0.12%, and (ii) the pass-through rate for the Class 2-X-1 IO Component, in each 
case for such Distribution Date.                                                

The pass-through rate for the Class M-X IO Component for the interest 
accrual period related to each Distribution Date will be a per annum rate equal 
to the excess, if any, of (x) the Subordinate Weighted Average Rate over (y) the
weighted average of the pass-through rates of the Subordinated Certificates, as 
adjusted to reflect the accrual of interest on the basis of a 360-day year and  
the actual number of days for that interest accrual period.                     

    All amounts in respect of interest otherwise payable to the Class 1-X-1 IO
and Class M-X IO Components on any Distribution Date will be first deposited in 
the Carryover Shortfall Reserve Fund to pay any Carryover Shortfall Amount to   
the related Classes of LIBOR Certificates in the manner and priority set forth  
in this prospectus supplement under "- Carryover Shortfall Reserve Fund," and   
then will be distributed to the Class 1-X-1 or Class M-X Certificates, as       
applicable.                                                                     

  The pass-through rate for each Class X P Component, other than the Class
M-X P Component, for the interest accrual period related to each Distribution   
Date will be a per annum rate equal to the Weighted Average Adjusted Net        
Mortgage Rate of the mortgage loans in the related loan group. The pass-through 
rate for the Class M-X P Component for the interest accrual period related to   
each Distribution Date will be a per annum rate equal to the Subordinate        
Weighted Average Rate. Although the pass-through rates of the Class X P         
Components for the initial interest accrual period are expected to be the per   
annum rates set forth in the table on page S-65 of this prospectus supplement,  
their respective Component Principal Balances will each be equal to zero. No    
Class X P Component will be entitled to receive any distributions of interest on
any Distribution Date with respect to which its Component Principal Balance is  
zero.                                                                           

     Interest will accrue at the rate described in this prospectus supplement on
the certificates (other than the LIBOR Certificates) on the basis of a 360-day  
year divided into twelve 30-day months. Interest will accrue at the rate        
described in this prospectus supplement on the LIBOR Certificates on the basis  
of a 360-day year and the actual number of days that elapsed in the accrual     
period.                                                                         

     The interest accrual period for the interest bearing classes and components
of certificates (other than the LIBOR Certificates) for any distribution date   
will be the calendar month before the distribution date. The interest accrual   
period for the LIBOR Certificates 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 the closing date, in the case of the first    
Distribution Date) and ending on the day immediately prior to that Distribution 
Date.                                                                           

    On each Distribution Date, to the extent of funds available therefor, each
class of certificates and interest bearing components will be entitled to       
receive an amount allocable to interest for the related interest accrual period.
This "INTEREST DISTRIBUTION AMOUNT" for any class or component will be equal to 
the sum of (a) interest at the applicable pass-through rate on the related Class
Certificate Balance, Component Principal Balance or Component Notional Amount,  
as the case may be, immediately prior to that Distribution Date, and (b) the sum
of the amounts, if any, by which the amount described in clause (a) above (other
than, with respect to the LIBOR Certificates, any Carryover Shortfall Amounts)  
on each prior Distribution Date exceeded the amount actually distributed as     
interest                                                                        

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on the prior Distribution Dates and not subsequently distributed (which are     
called unpaid interest amounts), reduced by (c) any Net Deferred Interest on the
related Mortgage Loans for that Distribution Date allocated to the applicable   
class or component.                                                             

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. Such excess may occur because the mortgage rates 
of the Mortgage Loans adjust monthly, while the monthly payment generally       
adjusts annually, or as a result of the application of the Payment Caps, in     
either case, resulting in negative amortization.                                

  With respect to each loan group and Distribution Date, the "NET DEFERRED
INTEREST" is equal to the excess, if any, of the deferred interest that accrued 
on the Mortgage Loans in that loan group as described above, over the Principal 
Prepayment Amount for those Mortgage Loans received during the related Due      
Period and Prepayment Period.                                                   

 For any Distribution Date, the "PRINCIPAL PREPAYMENT AMOUNT" for a loan
group is equal to the sum of (i) all partial and full principal prepayments by  
borrowers on the Mortgage Loans in that loan group received during the related  
Prepayment Period and (ii) any Subsequent Recoveries on the Mortgage Loans in   
that loan group received during the related Due Period preceding the month of   
the Distribution Date. For any Distribution Date, the "NET PRINCIPAL PREPAYMENT 
AMOUNT" for a loan group is equal to the excess, if any, of (i) the Principal   
Prepayment Amount for that loan group over (ii) the aggregate amount of Deferred
Interest accrued on the Mortgage Loans in that loan group from the preceding Due
Date to the Due Date related to that Distribution Date.                         

 To the extent that there is Net Deferred Interest for a loan group on a
Distribution Date, the Senior Percentage (as defined in this prospectus         
supplement) of that Net Deferred Interest will be allocated, in the aggregate,  
to the senior certificates in the related senior certificate group and the      
Subordinated Percentage of that Net Deferred Interest will be allocated, in the 
aggregate, to the subordinated certificates.                                    

     Within the classes of senior certificates, the Senior Percentage of the Net
Deferred Interest, if any, for the related loan group that will be allocated to 
any such class, will be equal to (i) with respect to the Class 1-A-1            
Certificates and the classes of MTA Certificates, the excess, if any, of (x) the
amount of interest that accrued on such class of certificates at its            
pass-through rate during the interest accrual period related to that            
Distribution Date, over (y) the amount of interest that accrues on such class at
the related Adjusted Cap Rate (described below) for the interest accrual period 
related to that Distribution Date, (ii) with respect to the Class A-R, Class    
1-X-2 and Class 2-X-1 Certificates, based upon their respective interest        
entitlements for that Distribution Date, and (iii) with respect to the Class    
1-X-1, Class 1-X-3 and Class 2-X-2 Certificates, the Senior Percentage of any   
Net Deferred Interest with respect to the related loan group remaining after the
allocation to the related Senior Certificates pursuant to clauses (i) and (ii)  
of this sentence.                                                               

  Within the subordinated certificates, the Subordinated Percentage of the
Net Deferred Interest, if any, that will be allocated to each class of          
subordinated certificates (other than the Class M-X Certificates) will be equal 
to the product of (a) the excess, if any, of (i) the amount of interest that    
accrued on such class of certificates at its respective pass-through rate during
the interest accrual period related to that Distribution Date, over (ii) the    
amount of interest that accrues on such class at the Subordinated Adjusted Cap  
Rate (described below) for the interest accrual period related to that          
Distribution Date and (b) a fraction, the numerator of which is equal to the    
Subordinated Portion for the applicable loan group for that Distribution Date,  
and the denominator of which is equal to the aggregate Subordinated Portion for 
both loan groups for such Distribution Date. On each Distribution Date, the     
Subordinated Percentage of any Net Deferred Interest remaining after the        
allocation to the subordinated certificates (other than the Class M-X           
Certificates) as described above will be allocated to the Class M-X IO          
Component.                                                                      

    Any Net Deferred Interest allocated to a class of certificates (other than
a class of Class X Certificates) will be added to the class certificate balance 
of the applicable class of certificates. Any Net Deferred Interest allocated to 
a Class X-IO Component will be added to the component principal balance of the  
related Class X P Component.                                                    

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The "ADJUSTED CAP RATE" for any Distribution Date and the Class 1-A-1 
Certificates will equal the excess, if any, of the Weighted Average Adjusted Net
Mortgage Rate for loan group 1 for that Distribution Date, adjusted to reflect  
the accrual of interest on the basis of a 360-day year and the actual number of 
days that elapsed in the related interest accrual period, over a fraction       
expressed as a percentage, the numerator of which is equal to the product of (i)
a fraction, the numerator of which is 360, and the denominator of which is the  
actual number of days that elapsed in the related interest accrual period, and  
(ii) the Net Deferred Interest for loan group 1 for that Distribution Date, and 
the denominator of which is the aggregate Stated Principal Balance of the       
Mortgage Loans in loan group 1 at the end of the Prepayment Period related to   
the immediately preceding Distribution Date. The Adjusted Rate Cap for any      
Distribution Date and the Class 1-A-2 Certificates will equal the excess, if    
any, of the Weighted Average Adjusted Net Mortgage Rate for loan group 1 for    
that Distribution Date, over a fraction expressed as a percentage, the numerator
of which is equal to the product of (i) 12 and (ii) the Net Deferred Interest   
for loan group 1 for that Distribution Date, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans in loan group 1 at the 
end of the Prepayment Period related to the immediately preceding Distribution  
Date. The Adjusted Rate Cap for any Distribution Date and the Class 2-A-1, Class
2-A-2, Class 2-A-3 and Class 2-A-4 Certificates will equal the excess, if any,  
of the Weighted Average Adjusted Net Mortgage Rate for loan group 2 for that    
Distribution Date, over a fraction expressed as a percentage, the numerator of  
which is equal to the product of (i) 12 and (ii) the Net Deferred Interest for  
loan group 2 for that Distribution Date, and the denominator of which is the    
aggregate Stated Principal Balance of the Mortgage Loans in loan group 2 at the 
end of the Prepayment Period related to the immediately preceding Distribution  
Date. The Adjusted Cap Rate for the subordinated certificates other than the    
Class M-X Certificates (the "SUBORDINATED ADJUSTED CAP RATE") for any           
Distribution Date will equal the weighted average of the Adjusted Cap Rates for 
each senior certificate group, weighted on the basis of the Subordinated Portion
of the Mortgage Loans in the related loan group.                                

ALLOCATION OF INTEREST SHORTFALLS                                               

     The interest entitlement described above for each class of certificates for
any Distribution Date will be reduced by the amount of Net Interest Shortfalls  
experienced by (a) the related loan group, with respect to the senior           
certificates and (b) both loan groups, with respect to the subordinated         
certificates. With respect to any Distribution Date and loan group, the "NET    
INTEREST SHORTFALL" is equal to                                                 

-    any net prepayment interest shortfalls for that loan group and   
Distribution Date and                                       

  -    the amount of interest that would otherwise have been received with
        respect to any Mortgage Loan in that loan group that was the subject
of a Relief Act Reduction or a Debt Service Reduction.      

   Net Interest Shortfalls for a loan group on any Distribution Date will be
allocated pro rata among all classes and components of the related senior       
certificates and the classes of subordinated certificates entitled to receive   
distributions of interest on such Distribution Date, based on the amount of     
interest each such class of certificates or component would otherwise be        
entitled to receive (or, in the case of the subordinated certificates, deemed to
be entitled to receive based upon such subordinated class' share of the         
Subordinated Portion, as described more fully below) on such Distribution Date, 
in each case before taking into account any reduction in such amounts from such 
Net Interest Shortfalls.                                                        

With respect to any Distribution Date, a "NET PREPAYMENT INTEREST     
SHORTFALL" for a loan group is the amount by which the aggregate of prepayment  
interest shortfalls experienced by the Mortgage Loans in that loan group exceeds
the sum of (x) the Compensating Interest for that loan group and Distribution   
Date and (y) the excess, if any, of the Compensating Interest for the other loan
group, over the prepayment interest shortfalls for that loan group. A           
"PREPAYMENT INTEREST SHORTFALL" is the amount by which interest paid by a       
borrower in connection with a prepayment of principal on a Mortgage Loan during 
the portion of the related Prepayment Period occurring in the calendar month    
preceding the month of the Distribution Date is less than one month's interest  
at the related Mortgage Rate less the Master Servicing Fee Rate on the Stated   
Principal Balance of the Mortgage Loan. Each class' or component's pro rata     
share of the Net Interest Shortfalls will be based upon the amount of interest  
the class or component would otherwise have been entitled to receive on the     
Distribution Date.                                                              

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    For purposes of allocating Net Interest Shortfalls for a loan group to the
subordinated certificates on any Distribution Date, the amount of interest each 
class of subordinated certificates would otherwise be deemed to be entitled to  
receive from Available Funds for that loan group on the Distribution Date will  
be equal to an amount of interest at the pass-through rate on that class' pro   
rata share (based upon their respective Class Certificate Balances) of the      
Subordinated Portion for that loan group and Distribution Date; provided,       
however, on any Distribution Date after a Senior Termination Date, Net Interest 
Shortfalls for the related loan group will be allocated to the classes of       
subordinated certificates based on the amount of interest each such class of    
subordinated certificates would otherwise be entitled to receive on that        
Distribution Date.                                                              

A "RELIEF ACT REDUCTION" is a reduction in the amount of the monthly  
interest payment on a Mortgage Loan pursuant to the Servicemembers Civil Relief 
Act or similar state laws. See "Legal Aspects of the Mortgage Loans --          
Servicemembers Civil Relief Act" in the prospectus. A "DEBT SERVICE Reduction"  
is the modification of the terms of a mortgage loan in the course of a          
borrower's bankruptcy proceeding, allowing for the reduction of the amount of   
the monthly payment on the related mortgage loan.                               

In order to provide protection to the holders of the Class 2-A-4      
Certificates against the allocation thereto of net prepayment interest          
shortfalls and Relief Act Reductions, a reserve fund (the "CLASS 2-A-4 RESERVE  
FUND") will be established for the benefit of the Class 2-A-4 Certificates into 
which $5,000 will be deposited on the closing date. No additional amounts will  
be deposited into the Class 2-A-4 Reserve Fund after the closing date. If any   
net prepayment interest shortfalls or Relief Act Reductions on the mortgage     
loans are allocated to the Class 2-A-4 Certificates on any Distribution Date,   
the amount of such shortfall will be withdrawn from the Class 2-A-4 Reserve     
Fund, to the extent funds are available, and will be distributed on such        
Distribution Date to the holders of the Class 2-A-4 Certificates. We cannot     
assure you that the amount on deposit in the Class 2-A-4 Reserve Fund will be   
sufficient to cover net prepayment interest shortfalls or Relief Act Reductions 
allocated to the Class 2-A-4 Certificates under all circumstances.              

     The Class 2-A-4 Policy does not cover net prepayment interest shortfalls or
Relief Act Reductions allocated to the Class 2-A-4 Certificates.                

   After the amount on deposit in the Class 2-A-4 Reserve Fund is exhausted,
the Class 2-A-4 Certificates will bear their proportionate share of the net     
prepayment interest shortfalls and Relief Act Reductions on the mortgage loans. 
Any amounts remaining in the Class 2-A-4 Reserve Fund on the Distribution Date  
on which the Class Certificate Balance of the Class 2-A-4 Certificates has been 
reduced to zero will be distributed to Deutsche Bank Securities Inc.            

   If on a particular Distribution Date, Available Funds for a loan group in
the Certificate Account applied in the order described above under "-- Priority 
of Distributions Among Certificates" are not sufficient to make a full          
distribution of the interest entitlement on the certificates and components     
related to that loan group, interest will be distributed on each class of       
related certificates and components of equal priority based on the amount of    
interest it would otherwise have been entitled to receive in the absence of the 
shortfall. Any unpaid interest amount will be carried forward and added to the  
amount holders of each affected class of certificates and components will be    
entitled to receive on the next Distribution Date. A shortfall could occur, for 
example, if losses realized on the Mortgage Loans in that loan group were       
exceptionally high or were concentrated in a particular month. Any unpaid       
interest amount so carried forward will not bear interest.                      

THE CORRIDOR CONTRACT                                                           

     The trust fund will have the benefit of one interest rate corridor contract
(the "CORRIDOR CONTRACT"), for the Class 1-A-1 Certificates, Swiss Re Financial 
Products Corporation ("SRFP" or the "CORRIDOR CONTRACT COUNTERPARTY"), as       
evidenced by a confirmation (the "CONFIRMATION"). Pursuant to the Corridor      
Contract, the terms of an ISDA Master Agreement were incorporated into the      
confirmation of the Corridor Contract, as if the ISDA Master Agreements had been
executed by the trustee, not in its individual capacity, but solely, as trustee 
and the Corridor Contract Counterparty on the date that the Corridor Contract   
was executed. The Corridor Contract was subject to certain ISDA definitions as  
published by the International Swaps and Derivatives Association, Inc.          

    The Corridor Contract Counterparty under the Corridor Contract is Swiss Re
Financial Products Corporation ("SRFP"), a Delaware corporation and indirect,   
wholly owned subsidiary of Swiss Reinsurance                                    

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Company ("SWISS RE"), a Swiss corporation. SRFP currently has a counterparty    
credit rating of "AA (negative CreditWatch)" and a short-term debt rating of    
"A-1+" from Standard & Poor's.                                                  

The obligations of SRFP under the Corridor Contract are fully and     
unconditionally guaranteed by Swiss Re. Swiss Re currently has (i) a            
counterparty credit rating of "AA (negative CreditWatch)", an insurer financial 
strength rating of "AA (negative CreditWatch)", a senior unsecured debt rating  
of "AA (negative CreditWatch)" and a short-term debt rating of "A-1+" from      
Standard & Poor's, (ii) an insurance financial strength rating of "Aa2 (stable  
outlook)", a senior unsecured rating of "Aa2" and a short-term rating of "P-1"  
from Moody's and (iii) an insurer financial strength rating (Fitch initiated) of
"AA+(stable)" and a senior unsecured rating of "AA+(stable)" from Fitch.        

    Various regulatory authorities, including the U.S. Securities and Exchange
Commission and State Attorneys General in the United States, including the      
Attorney General of the State of New York, and more recently the U.K. Financial 
Services Authority, as well as law