Cwalt Inc – ‘424B5’ on 11/1/05 re: Alternative Loan Trust 2005-62

On:  Tuesday, 11/1/05, at 3:07pm ET   ·   Accession #:  950129-5-10375   ·   File #s:  333-125902, -30

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Prospectus   —   Rule 424(b)(5)
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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)

                                                        [Enlarge/Download Table]

                                                                                    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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                                                                                     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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                                                                                     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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                                                                                              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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                                                                                      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)

                                                        [Enlarge/Download Table]

                                                                                                         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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                                                                                               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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                                                                                                 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 enforcement agencies, are conducting         
investigations of non-traditional, or loss mitigation insurance, products. Swiss
Reinsurance Company is among the companies that have received subpoenas to      
produce documents relating to "non-traditional" products as part of these       
investigations. Swiss Reinsurance Company has announced that it is cooperating  
fully with all requests for documents addressed to Swiss Reinsurance Company. It
is unclear at this point what the ultimate scope of the investigations will be, 
in terms of the products, parties or practices under review, particularly given 
the potentially broad range of products that could be characterized as          
"non-traditional." It is therefore also unclear what the direct or indirect     
consequences of such investigations will be, and Swiss Reinsurance Company is   
not currently in a position to give any assurances as to the consequences for it
or the insurance and reinsurance industries of the foregoing investigations or  
related developments.                                                           

The information contained in the preceding three paragraphs has been  
provided by SRFP and Swiss Re for use in this prospectus supplement. SRFP and   
Swiss Re have not been involved in the preparation of, and do not accept        
responsibility for, this prospectus supplement as a whole or the accompanying   
prospectus.                                                                     

    Beginning on the Distribution Date in December 2005 and on or prior to the
Corridor Contract Termination Date, amounts (if any) received by the Trustee for
the benefit of the trust fund in respect of the Corridor Contract will be used  
to pay the Carryover Shortfall Amount on the Class 1-A-1 Certificates, as       
described below under "--Corridor Contract Reserve Fund."                       

   With respect to the Corridor Contract and any Distribution Date beginning
on the Distribution Date in December 2005 to and including the Distribution Date
in February 2014 (the "CORRIDOR CONTRACT TERMINATION DATE"), the amount payable 
by the Corridor Contract Counterparty under the Corridor Contract will equal the
product of (i) the excess, if any, of (x) the lesser of (A) One-Month LIBOR (as 
determined by the Corridor Contract Counterparty) and (B) the related Maximum   
LIBOR Rate, over (y) the related LIBOR Strike Rate, (ii) the lesser of (x) the  
related Corridor Contract Notional Balance for such Distribution Date and (y)   
the Class Certificate Balance of the Class 1-A-1 Certificates immediately prior 
to that Distribution Date, and (iii) (x) the actual number of days in the       
related interest accrual period divided by (y) 360.                             

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     The "CORRIDOR CONTRACT NOTIONAL BALANCES", "LIBOR STRIKE RATE" and "MAXIMUM
LIBOR RATE" for the Corridor Contract are set forth in the following tables:    

                                                                [Download Table]

                                                       LIBOR                   
                               CORRIDOR CONTRACT    STRIKE RATE   MAXIMUM LIBOR
DISTRIBUTION DATES           NOTIONAL BALANCE ($)       (%)          RATE (%)  
------------------           --------------------   -----------   -------------
                                                                               
December 25, 2005.........      255,279,560.02         6.3937        10.0000   
January 25, 2006..........      248,967,814.09         9.0453        10.0000   
February 25, 2006.........      243,611,153.58         9.2378        10.0000   
March 25, 2006............      238,403,861.32        10.0000        10.0000   
April 25, 2006............      233,299,171.30         9.2379        10.0000   
May 25, 2006..............      228,294,976.56         9.5458        10.0000   
June 25, 2006.............      223,389,215.01         9.2379        10.0000   
July 25, 2006.............      218,579,868.45         9.5458        10.0000   
August 25, 2006...........      213,864,961.59         9.2379        10.0000   
September 25, 2006........      209,242,374.52         9.2379        10.0000   
October 25, 2006..........      204,706,499.79         9.5459        10.0000   
November 25, 2006.........      200,250,351.31         9.2380        10.0000   
December 25, 2006.........      195,839,911.17         9.5459        10.0000   
January 25, 2007..........      191,516,787.80         9.2380        10.0000   
February 25, 2007.........      187,279,180.35         9.2380        10.0000   
March 25, 2007............      183,125,326.45        10.0000        10.0000   
April 25, 2007............      179,053,501.38         9.2380        10.0000   
May 25, 2007..............      175,062,017.24         9.5460        10.0000   
June 25, 2007.............      171,149,222.11         9.2381        10.0000   
July 25, 2007.............      167,313,499.33         9.5460        10.0000   
August 25, 2007...........      163,532,802.54         9.2381        10.0000   
September 25, 2007........      159,821,827.86         9.2381        10.0000   
October 25, 2007..........      156,179,770.07         9.5460        10.0000   
November 25, 2007.........      152,602,383.19         9.2381        10.0000   
December 25, 2007.........      149,062,631.98         9.5461        10.0000   
January 25, 2008..........      145,592,775.66         9.2381        10.0000   
February 25, 2008.........      142,192,216.82         9.2382        10.0000   
March 25, 2008............      138,859,149.35         9.8753        10.0000   
April 25, 2008............      135,592,544.71         9.2382        10.0000   
May 25, 2008..............      131,699,229.85         9.5461        10.0000   
June 25, 2008.............      127,897,498.63         9.2381        10.0000   
July 25, 2008.............      124,104,504.66         9.5459        10.0000   
August 25, 2008...........      120,387,879.81         9.2379        10.0000   
September 25, 2008........      116,759,626.49         9.2379        10.0000   
October 25, 2008..........      113,201,333.21         9.5457        10.0000   
November 25, 2008.........      110,102,278.98         9.2378        10.0000   
December 25, 2008.........      107,445,868.11         9.5457        10.0000   
January 25, 2009..........      104,843,748.68         9.2378        10.0000   
February 25, 2009.........      102,299,831.62         9.2378        10.0000   
March 25, 2009............       99,817,116.64        10.0000        10.0000   
April 25, 2009............       97,390,655.90         9.2378        10.0000   
May 25, 2009..............       95,022,640.10         9.5457        10.0000   
June 25, 2009.............       92,711,669.71         9.2377        10.0000   
July 25, 2009.............       90,456,253.16         9.5457        10.0000   
August 25, 2009...........       88,255,187.27         9.2377        10.0000   
September 25, 2009........       86,107,170.14         9.2378        10.0000   
October 25, 2009..........       84,010,930.98         9.5457        10.0000   
November 25, 2009.........       81,965,229.28         9.2378        10.0000   
December 25, 2009.........       79,968,854.16         9.5457        10.0000   
January 25, 2010..........       78,020,623.63         9.2378        10.0000   
February 25, 2010.........       76,119,383.92         9.2378        10.0000   
March 25, 2010............       74,264,008.78        10.0000        10.0000   
April 25, 2010............       72,453,398.86         9.2378        10.0000   
May 25, 2010..............       70,686,481.04         9.5457        10.0000   
June 25, 2010.............       68,962,207.82         9.2378        10.0000   
July 25, 2010.............       67,279,556.73         9.5457        10.0000   
August 25, 2010...........       65,637,529.68         9.2378        10.0000   
September 25, 2010........       64,035,152.43         9.2378        10.0000   
October 25, 2010..........       62,471,474.01         9.5457        10.0000   
November 25, 2010.........       60,945,566.15         9.2378        10.0000   
December 25, 2010.........       59,456,522.74         9.5457        10.0000   
January 25, 2011..........       58,003,459.34         9.2378        10.0000   
February 25, 2011.........       56,585,512.61         9.2378        10.0000   
March 25, 2011............       55,201,839.83        10.0000        10.0000   
April 25, 2011............       53,851,618.44         9.2378        10.0000   
May 25, 2011..............       52,534,045.51         9.5457        10.0000   
June 25, 2011.............       51,248,337.30         9.2378        10.0000   
July 25, 2011.............       49,993,728.79         9.5457        10.0000   
August 25, 2011...........       48,769,473.25         9.2378        10.0000   
September 25, 2011........       47,574,841.79         9.2378        10.0000   
October 25, 2011..........       46,409,122.95         9.5457        10.0000   
November 25, 2011.........       45,271,622.27         9.2378        10.0000   
December 25, 2011.........       44,161,661.87         9.5457        10.0000   
January 25, 2012..........       43,078,580.10         9.2378        10.0000   
February 25, 2012.........       42,021,731.13         9.2378        10.0000   
March 25, 2012............       40,990,484.55         9.8748        10.0000   
April 25, 2012............       39,984,225.04         9.2378        10.0000   
May 25, 2012..............       39,002,351.98         9.5457        10.0000   
June 25, 2012.............       38,044,279.13         9.2378        10.0000   
July 25, 2012.............       37,109,434.26         9.5457        10.0000   
August 25, 2012...........       36,197,258.83         9.2378        10.0000   
September 25, 2012........       35,307,207.66         9.2378        10.0000   
October 25, 2012..........       34,438,748.61         9.5457        10.0000   
November 25, 2012.........       33,591,362.27         9.2378        10.0000   
December 25, 2012.........       32,764,541.67         9.5457        10.0000   
January 25, 2013..........       31,957,791.96         9.2378        10.0000   
February 25, 2013.........       31,170,630.12         9.2378        10.0000   
March 25, 2013............       30,402,584.72        10.0000        10.0000   
April 25, 2013............       29,653,195.58         9.2378        10.0000   
May 25, 2013..............       28,922,013.57         9.5457        10.0000   
June 25, 2013.............       28,208,600.28         9.2378        10.0000   
July 25, 2013.............       27,512,527.81         9.5457        10.0000   
August 25, 2013...........       26,833,378.51         9.2378        10.0000   
September 25, 2013........       26,170,744.72         9.2378        10.0000   
October 25, 2013..........       25,524,228.56         9.5457        10.0000   
November 25, 2013.........       24,893,441.65         9.2378        10.0000   
December 25, 2013.........       24,278,004.93         9.5457        10.0000   
January 25, 2014..........       23,677,548.43         9.2378        10.0000   
February 25, 2014.........       23,091,711.03         9.2378        10.0000   
March 25, 2014                                                                 
   and thereafter.........                0.00            N/A            N/A   

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    The Corridor Contract will be subject to early termination only in limited
circumstances. Such circumstances generally include certain insolvency or       
bankruptcy events in relation to the Corridor Contract Counterparty or the trust
fund, the failure by the Corridor Contract Counterparty (within one business day
after notice of such failure is received by the Corridor Contract Counterparty) 
to make a payment due under the Corridor Contract, the failure by the Corridor  
Contract Counterparty (within 30 days after notice of such failure is received) 
to perform any other agreement made by it under the Corridor Contract, and the  
Corridor Contract becoming illegal or subject to certain kinds of taxation. The 
Corridor Contract will also be subject to early termination following the       
failure by the Corridor Contract Counterparty to take certain actions specified 
in the Corridor Contract within 30 days following its best rating going below   
certain applicable rating agency ratings specified in the Corridor Contract.    

If the Corridor Contract is terminated early, the Corridor Contract   
Counterparty may owe a termination payment to the trustee, payable in a lump sum
to be deposited in the Corridor Contract Reserve Fund and applied on future     
Distribution Dates to pay any Carryover Shortfall Amounts. However, if such     
termination occurs, there can be no assurance that any such termination payment 
will be owing to the trustee.                                                   

   The Class 1-A-1 Certificates do not represent obligations of the Corridor
Contract Counterparty. The holders of the Class 1-A-1 Certificates are not      
parties to or beneficiaries under the Corridor Contract and will not have any   
right to proceed directly against the Corridor Contract Counterparty in respect 
of its obligations under the Corridor Contract.                                 

CORRIDOR CONTRACT RESERVE FUND                                                  

   On the closing date, the trustee will establish an account (the "CORRIDOR
CONTRACT RESERVE FUND"), which is held in trust by the trustee on behalf of the 
holders of the Class 1-A-1 Certificates. On the closing date, the depositor will
cause to be deposited $1,000 in the Corridor Contract Reserve Fund. The Corridor
Contract Reserve Fund will not be an asset of any REMIC.                        

On each Distribution Date, the trustee will deposit in the Corridor   
Contract Reserve Fund any amounts received in respect of the Corridor Contract  
for the related interest accrual period. On each Distribution Date, any amounts 
so received in respect of the Corridor Contract will be distributed to the Class
1-A-1 Certificates in an amount up to the amount of any Carryover Shortfall     
Amount for the Class 1-A-1 Certificates for that Distribution Date. Any amounts 
received on the Corridor Contract in excess of the amount required to pay the   
Carryover Shortfall Amounts will be distributed to Deutsche Bank Securities Inc.

Amounts on deposit in the Corridor Contract Reserve Fund will be      
distributed prior to any distributions from the Carryover Shortfall Reserve     
Fund.                                                                           

CARRYOVER SHORTFALL RESERVE FUND                                                

On the closing date, the trustee will establish a reserve fund (the   
"CARRYOVER SHORTFALL RESERVE FUND"). On the closing date the Depositor will     
cause to be deposited approximately $1,000 in the Carryover Shortfall Reserve   
Fund. On each Distribution Date, all amounts distributable as interest to the   
Class 1-X-1 IO and Class M-X IO Components will be deposited in the Carryover   
Shortfall Reserve Fund and will be distributed (after taking into account       
amounts paid from the Corridor Contract Reserve Fund), sequentially, as follows:

   -    first, concurrently, (a) from amounts otherwise distributable to the
          Class 1-X-1 IO Component, to the Class 1-A-1 Certificates and (b) from
  amounts otherwise distributable to the Class M-X IO Component,
          sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
         M-5, Class M-6, Class M-7, Class B-1, Class B-2, Class B-3, Class B-4
          and Class B-5 Certificates, in that order; in each case based upon the
          amount of any Carryover Shortfall Amounts with respect to such classes
of certificates; and                                        

 -    second, concurrently, (a) from amounts remaining on deposit in the
         Carryover Shortfall Reserve Fund otherwise distributable to the Class
    1-X-1 IO Component, to the Class 1-X-1 Certificates and (b) from
        amounts on deposit in the Carryover Shortfall Reserve Fund otherwise
 distributable to the Class M-X IO Component, to the Class M-X
Certificates.                                               

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     To the extent amounts in respect of interest otherwise payable to the Class
1-X-1 IO and Class M-X IO Components are used to pay Carryover Shortfall Amounts
and are not paid to the related classes of certificates, holders of those       
certificates will not be entitled to reimbursement for such amounts from the    
trust fund.                                                                     

In addition to the $1,000 deposit described in the second preceding   
paragraph, on the closing date the Depositor will cause to be deposited in the  
Carryover Shortfall Reserve Fund an amount that is expected to be sufficient to 
cover any Carryover Shortfall Amounts on the Offered Certificates (including    
both the LIBOR Certificates and the MTA Certificates) with respect to the first 
three Distribution Date. On the first three Distribution Dates, such amount will
be distributed first concurrently, to the Senior Certificates, pro rata, based  
upon the amount of any Carryover Shortfall Amounts with respect to each such    
class of certificates for that Distribution Date, and then, sequentially, to the
Subordinated Certificates, beginning with the class of subordinated certificates
then outstanding with the highest payment priority, in each case based upon the 
amount of any Carryover Shortfall Amounts with respect to each such class of    
certificates for that Distribution Date. Any such amount caused to be deposited 
by the Depositor as described in the first sentence of this paragraph that      
remains after payment of any Carryover Shortfall Amounts to the certificates on 
the first three Distribution Dates will be distributed to Deutsche Bank         
Securities Inc. and will not be available to cover any Carryover Shortfall      
Amounts on subsequent Distribution Dates. Except with respect to the first three
Distribution Dates, the MTA Certificates will not be entitled to receive any    
distributions in respect of Carryover Shortfall Amounts.                        

PRINCIPAL                                                                       

General. On each Distribution Date, the Principal Amount for each loan
group will be distributed as principal first with respect to the related classes
of senior certificates (or with respect to each class of Class X Certificates,  
the related Class X P Component) in an amount up to the related Senior Principal
Distribution Amount for such loan group, and second as principal of the         
subordinated certificates (or with respect to the Class M-X Certificates, the   
Class M-X P Component), as a portion of the Subordinated Principal Distribution 
Amount.                                                                         

    The "PRINCIPAL AMOUNT" for any Distribution Date and loan group will equal
the sum of:                                                                     

    1.   all monthly payments of principal due on each Mortgage Loan
               (other than a Liquidated Mortgage Loan) in that loan group during
the related Due Period,                           

          2.   the principal portion of the purchase price of each Mortgage Loan
             in that loan group that was repurchased by a seller, the master
              servicer or another person pursuant to the pooling and servicing
agreement as of the Distribution Date,            

          3.   the Substitution Adjustment Amount in connection with any deleted
           Mortgage Loan in that loan group received with respect to the
Distribution Date,                                

    4.   any insurance proceeds or liquidation proceeds allocable to
               recoveries of principal of Mortgage Loans in that loan group that
       are not yet Liquidated Mortgage Loans received during the
          calendar month preceding the month of the Distribution Date,

          5.   with respect to each Mortgage Loan in that loan group that became
            a Liquidated Mortgage Loan during the calendar month preceding
               the month of the Distribution Date, the amount of the liquidation
           proceeds allocable to principal received with respect to that
Mortgage Loan, and                                

 6.   the Net Principal Prepayment Amount for that loan group,

plus                                                                  

  -    any Transfer Payments Received for such loan group and Distribution
Date,                                                       

minus                                                                 

    -    any Transfer Payments Made for such loan group and Distribution Date.

    For any Distribution Date, the "PRINCIPAL PAYMENT AMOUNT" for a loan group
is equal to all amounts described in clauses 1. through 5. of the definition of 
Principal Amount for that loan group and that Distribution Date.                

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TRANSFER PAYMENTS                                                               

     Transfer Payment due to disproportionate Realized Losses in one loan group.
If on any Distribution Date the aggregate Class Certificate Balance and         
Component Principal Balance of the senior certificates related to a loan group  
immediately prior to such Distribution Date is greater than the aggregate Stated
Principal Balance of the Mortgage Loans in that loan group as of the first day  
of the related Due Period (the "UNDERCOLLATERALIZED Group"), then the following 
will occur:                                                                     

-    the Available Funds in the loan group that is not an             
      Undercollateralized Group (the "OVERCOLLATERALIZED GROUP") will be
       reduced, after distributions of interest to the senior certificates
      related to the Overcollateralized Group, by an amount equal to one
month's interest on the Transfer Payment Received by the    
  Undercollateralized Group at the Weighted Average Adjusted Net
        Mortgage Rate of the Mortgage Loans in the Undercollateralized Group
and that amount will be added to the Available Funds of the 
Undercollateralized Group; and                              

-    the portion of the Available Funds in respect of principal on the
          Mortgage Loans in the Overcollateralized Group, after distributions of
principal to the senior certificates related to such        
       Overcollateralized Group, will be distributed, to the extent of the
portion of Available Funds available therefor, to the senior
     certificates of the Undercollateralized Group until the aggregate
Class Certificate Balance of the senior certificates of the 
   Undercollateralized Group equals the aggregate Stated Principal
Balance of the Mortgage Loans in the related loan group.    

Consequently, the subordinated certificates will not receive any      
distributions of principal until the Undercollateralized Group is no longer     
undercollateralized.                                                            

On each Distribution Date, the "TRANSFER PAYMENT" for an              
Undercollateralized Group will equal the excess, if any, of the aggregate Class 
Certificate Balance of the related senior certificates immediately prior to such
Distribution Date for such Undercollateralized Group over the aggregate Stated  
Principal Balance of the Mortgage Loans in such 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). The Transfer Payment received by an     
Undercollateralized Group is referred to as a "TRANSFER PAYMENT RECEIVED." The  
Transfer Payment made by an Overcollateralized Group is referred to as a        
"TRANSFER PAYMENT MADE."                                                        

   All or a portion of the distributions to the senior certificates pursuant
to the transfer payment provisions described above may be made on the           
Distribution Date in the month following the month during which such Transfer   
Payment occurs (without any additional distribution of interest or earnings     
thereon with respect to such delay).                                            

Senior Principal Distribution Amount. On each Distribution Date, the  
Principal Amount, for a loan group, up to the amount of the related Senior      
Principal Distribution Amount for the Distribution Date, will be distributed as 
principal of the following classes of senior certificates, in the following     
order of priority:                                                              

-    with respect to loan group 1, sequentially, as follows:          

   (1)  to the Class A-R Certificates, until its Class Certificate
Balance is reduced to zero;                       

       (2)  concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates,
             pro rata, until their respective Class Certificate Balances are
reduced to zero; and                              

          (3)  concurrently, to the Class 1-X-1 P, Class 1-X-2 P and Class 1-X-3
      P Components, pro rata, until their respective Component
Principal Balances are reduced to zero.           

-    with respect to loan group 2, sequentially, as follows:          

       (1)  concurrently, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and
              Class 2-A-4 Certificates, pro rata, until their respective Class
Certificate Balances are reduced to zero; and     

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         (2)  concurrently, to the Class 2-X-1 P and Class 2-X-2 P Components,
               pro rata, until their respective Component Principal Balances are
reduced to zero.                                  

 "PREPAYMENT PERIOD" means with respect to any Distribution Date and Due
Date, the period beginning on the sixteenth day of the calendar month preceding 
the month in which such Distribution Date occurs (or in the case of the first   
Distribution Date, from October 1, 2005) and ending on the fifteenth day of the 
calendar month in which such Distribution Date occurs.                          

   "DUE PERIOD" means, with respect to a Mortgage Loan, the period beginning
on the second day of the calendar month preceding the month in which such       
Distribution Date occurs and ending on the first day of the calendar month in   
which such Distribution Date occurs.                                            

  The "SENIOR PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date and
loan group will equal the sum of                                                

     -    the related Senior Percentage of the Principal Payment Amount for that
loan group and Distribution Date,                           

-    the related Senior Prepayment Percentage of the Net Principal    
    Prepayment Amount for that loan group and Distribution Date, and

  -    any Transfer Payments Received for that loan group and Distribution
Date;                                                       

provided, however, that on any Distribution Date after a Senior Termination     
Date, the Senior Principal Distribution Amount for the remaining senior         
certificates will be calculated pursuant to the above formula based on all the  
Mortgage Loans, as opposed to only the Mortgage Loans in the related loan group.

  "STATED PRINCIPAL BALANCE" means for any Mortgage Loan and Due Date, the
unpaid principal balance of the Mortgage Loan as of the Due Date, as specified  
in its amortization schedule at that time (before any adjustment to the         
amortization schedule for any moratorium or similar waiver or grace period),    
after giving effect to (i) any previous partial payments and liquidation        
proceeds received and to the payment of principal due on the Due Date and       
irrespective of any delinquency in payment by the related borrower and (ii)     
liquidation proceeds allocable to principal received in the prior calendar month
and prepayments of principal received through the last day of the related       
Prepayment Period, plus, (iii) any Deferred Interest added to the principal     
balance of that Mortgage Loan pursuant to the terms of the related mortgage note
on or prior to that Due Date. The "POOL PRINCIPAL BALANCE" equals the aggregate 
of the Stated Principal Balances of the Mortgage Loans. The "LOAN GROUP         
PRINCIPAL BALANCE" with respect any loan group equals the aggregate of the      
Stated Principal Balances of the Mortgage Loans in that loan group.             

   The "SENIOR PERCENTAGE" for any senior certificate group and Distribution
Date is the percentage equivalent of a fraction, not to exceed 100%, the        
numerator of which is the aggregate of the Class Certificate Balances of each   
class of senior certificates of such senior certificate group (other than the   
Notional Amount Components) immediately before that Distribution Date and the   
denominator of which is the aggregate of the Stated Principal Balances 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); provided, however, that on any Distribution Date after 
a Senior Termination Date, the Senior Percentage of the related remaining senior
certificate group is the percentage equivalent of a fraction, the numerator of  
which is the aggregate of the Class Certificate Balances of each class of senior
certificates of such remaining senior certificate group immediately prior to    
such Distribution Date, and the denominator of which is the aggregate of the    
Class Certificate Balances of all classes of certificates immediately prior to  
such Distribution Date.                                                         

  For any Distribution Date on and prior to a Senior Termination Date, the
"SUBORDINATED PERCENTAGE" for the portion of the subordinated certificates      
relating to a loan group will be calculated as the difference between 100% and  
the Senior Percentage of the senior certificate group relating to that loan     
group on such Distribution Date. After a Senior Termination Date, the           
Subordinated Percentage will represent the entire interest of the subordinated  

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certificates in the mortgage pool and will be calculated as the difference      
between 100% and the related Senior Percentage for such Distribution Date.      

  The "SENIOR PREPAYMENT PERCENTAGE" of a senior certificate group for any
Distribution Date occurring during the ten years beginning on the first         
Distribution Date will equal 100%. Thereafter, each Senior Prepayment Percentage
will be subject to gradual reduction as described in the following paragraph.   
This disproportionate allocation of unscheduled payments of principal will have 
the effect of accelerating the amortization of the senior certificates which    
receive these unscheduled payments of principal while, in the absence of        
Realized Losses, increasing the interest in the principal balance of the        
applicable loan group evidenced by the subordinated certificates. Increasing the
respective interest of the subordinated certificates relative to that of the    
related senior certificates is intended to preserve the availability of the     
subordination provided by the subordinated certificates. The "SUBORDINATED      
PREPAYMENT PERCENTAGE" for a loan group as of any Distribution Date will be     
calculated as the difference between 100% and the related Senior Prepayment     
Percentage.                                                                     

The Senior Prepayment Percentage of a senior certificate group for any
Distribution Date occurring on or after the tenth anniversary of the first      
Distribution Date will be as follows: for any Distribution Date in the first    
year thereafter, the related Senior Percentage plus 70% of the related          
Subordinated Percentage for the Distribution Date; for any Distribution Date in 
the second year thereafter, the related Senior Percentage plus 60% of the       
related Subordinated Percentage for the Distribution Date; for any Distribution 
Date in the third year thereafter, the related Senior Percentage plus 40% of the
related Subordinated Percentage for the Distribution Date; for any Distribution 
Date in the fourth year thereafter, the related Senior Percentage plus 20% of   
the related Subordinated Percentage for the Distribution Date; and for any      
Distribution Date thereafter, the related Senior Percentage for the Distribution
Date (unless on any Distribution Date the Senior Percentage of a senior         
certificate group exceeds the initial Senior Percentage of such senior          
certificate group as of the closing date, in which case the Senior Prepayment   
Percentage of each senior certificate group for the Distribution Date will once 
again equal 100%).                                                              

Notwithstanding the foregoing, no decrease in the Senior Prepayment   
Percentage for any loan group will occur unless both of the step down conditions
listed below are satisfied with respect to both loan groups:                    

  -    the aggregate Stated Principal Balance of all of the Mortgage Loans
        delinquent 60 days or more (including Mortgage Loans in foreclosure,
        real estate owned by the trust fund and Mortgage Loans the borrowers
      of which are in bankruptcy) (averaged over the preceding six month
    period), as a percentage of (a) if such date is on or prior to a
      Senior Termination Date, the Subordinated Percentage for such loan
     group of the aggregated Stated Principal Balances of the Mortgage
   Loans in that loan group, or (b) if such date is after a Senior
    Termination Date, the aggregate Class Certificate Balance of the
subordinated certificates, is less than 50%, and            

   -    cumulative Realized Losses on all of the Mortgage Loans in such loan
group do not exceed:                                        

          -    commencing with the Distribution Date on the tenth anniversary of
           the first Distribution Date, 30% of (i) if such date is on or
             prior to a Senior Termination Date, the Subordinated Percentage
          for that loan group of the aggregate of the Stated Principal
             Balances of the Mortgage Loans in that loan group, in each case
           as of the cut-off date or (ii) if such date is after a Senior
               Termination Date, the aggregate of the class certificate balances
         of the subordinated certificates as of the closing date (in
         either case, the "ORIGINAL SUBORDINATE PRINCIPAL BALANCE"),

          -    commencing with the Distribution Date on the eleventh anniversary
             of the first Distribution Date, 35% of the original subordinate
principal balance,                                

         -    commencing with the Distribution Date on the twelfth anniversary
             of the first Distribution Date, 40% of the original subordinate
principal balance,                                

-    commencing with the Distribution Date on the thirteenth
             anniversary of the first Distribution Date, 45% of the original
subordinate principal balance, and                

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-    commencing with the Distribution Date on the fourteenth
             anniversary of the first Distribution Date, 50% of the original
subordinate principal balance.                    

     The "SENIOR TERMINATION DATE" for a senior certificate group is the date on
which the aggregate Class Certificate Balance of the senior certificates of such
senior certificate group is reduced to zero.                                    

Notwithstanding the preceding paragraphs, if (x) on or before the     
Distribution Date in October 2008, the Aggregate Subordinated Percentage is at  
least 200% of the Aggregate Subordinated Percentage as of the closing date, the 
delinquency test set forth above is satisfied and cumulative Realized Losses do 
not exceed 20% of the aggregate class certificate balance of the subordinated   
certificates as of the closing date, the Senior Prepayment Percentage for each  
loan group will equal the related Senior Percentage for that Distribution Date  
plus 50% of the amount equal to 100% minus the related Senior Percentage and (y)
after the Distribution Date in October 2008, the Aggregate Subordinated         
Percentage is at least 200% of the Aggregate Subordinated Percentage as of the  
closing date, the delinquency test set forth above is satisfied and cumulative  
Realized Losses do not exceed 30% of the aggregate class certificate balance of 
the subordinated certificates as of the closing date (the "TWO TIMES TEST"), the
Senior Prepayment Percentage for each loan group will equal the related Senior  
Percentage.                                                                     

The "AGGREGATE SUBORDINATED PERCENTAGE" for any Distribution Date is a
fraction, expressed as a percentage, the numerator of which is equal to the     
aggregate Class Certificate Balance of the subordinated certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate   
Stated Principal Balance of all the Mortgage Loans 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).                                         

If on any Distribution Date the allocation to the class or classes of 
senior certificates then entitled to distributions of principal would reduce the
outstanding Class Certificate Balance of the class or classes below zero, the   
distribution to the class or classes of certificates of the related Senior      
Percentage and Senior Prepayment Percentage of the related principal amounts for
the Distribution Date will be limited to the percentage necessary to reduce the 
related Class Certificate Balance(s) to zero.                                   

   Subordinated Principal Distribution Amount. On each Distribution Date and
with respect to each loan group, to the extent of Available Funds available     
therefor, the Principal Amount for each loan group, up to the amount of the     
Subordinated Principal Distribution Amount for that loan group for the          
Distribution Date, will be distributed as principal of the Subordinated         
Certificates. Distributions of each Subordinated Principal Distribution Amount  
will be made to the classes of subordinated certificates in the order of their  
priority of payment, first to the Class M-X Certificates, second to the Class M 
Certificates and then to the Class B Certificates, in each case until their     
respective Class Certificate Balances are reduced to zero. Except as provided in
the next paragraph, each class of subordinated certificates will be entitled to 
receive its pro rata share of the Subordinated Principal Distribution Amount    
from each loan group (based on its respective Component Principal Balance or    
Class Certificate Balance, as applicable), in each case to the extent of the    
amount available from Available Funds from each loan group for distribution of  
principal.                                                                      

 With respect to each class of subordinated certificates (other than the
class of subordinated certificates then outstanding with the highest priority of
distribution), if on any Distribution Date the sum of the related Class         
Subordination Percentages of such class and all classes of subordinated         
certificates which have lower payment priorities than such class (the           
"APPLICABLE CREDIT SUPPORT PERCENTAGE") is less than the Applicable Credit      
Support Percentage for the class on the date of issuance of the certificates    
(the "ORIGINAL APPLICABLE CREDIT SUPPORT PERCENTAGE"), no distribution of the   
Net Principal Prepayment Amount from any loan group will be made to any of those
classes (the "RESTRICTED CLASSES") and the Net Principal Prepayment Amount      
otherwise distributable to the Restricted Classes will be allocated among the   
remaining classes of subordinated certificates, pro rata, based upon their      
respective Component Principal Balances or Class Certificate Balances, as       
applicable, and distributed in the sequential order described above.            

    The "CLASS SUBORDINATION PERCENTAGE" with respect to any Distribution Date
and each class of Subordinated Certificates, will equal the fraction, expressed 
as a percentage, the numerator of which is the Class Certificate Balance of the 
class of Subordinated Certificates immediately before the Distribution Date and 
the denominator of which is the aggregate of the Class Certificate Balances of  
all classes of certificates (other than any Class X IO Components) immediately  
before such Distribution Date.                                                  

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 On the date of issuance of the certificates, the characteristics listed
below are expected to be as follows:                                            

                                                                [Download Table]

                                                      ORIGINAL 
                           INITIAL       INITIAL     APPLICABLE
                          BENEFICIAL      CREDIT       CREDIT  
                         INTEREST IN   ENHANCEMENT     SUPPORT 
 CLASS OF CERTIFICATES    TRUST FUND      LEVEL      PERCENTAGE
 ---------------------   -----------   -----------   ----------
                                                               
Senior Certificates ..      89.00%        11.00%         N/A   
Class M-1 ............       1.70%         9.30%       11.00%  
Class M-2 ............       1.55%         7.75%        9.30%  
Class M-3 ............       1.00%         6.75%        7.75%  
Class M-4 ............       0.85%         5.90%        6.75%  
Class M-5 ............       0.75%         5.15%        5.90%  
Class M-6 ............       0.75%         4.40%        5.15%  
Class M-7 ............       0.60%         3.80%        4.40%  
Class B-1 ............       0.55%         3.25%        3.80%  
Class B-2 ............       0.50%         2.75%        3.25%  
Class B-3 ............       0.85%         1.90%        2.75%  
Class B-4 ............       1.10%         0.80%        1.90%  
Class B-5 ............       0.80%         0.00%        0.80%  

  For purposes of calculating the Applicable Credit Support Percentages of
the Subordinated Certificates, the Class M-X Certificates will be considered to 
have a higher payment priority than each other class of subordinated            
certificates, and the Class M Certificates have a higher payment priority than  
the Class B Certificates. Within the Class M and Class B Certificates, the      
payment priorities are in numerical order.                                      

    The "SUBORDINATED PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
and any loan group will equal the sum of                                        

       -    the related Subordinated Percentage for that loan group of the
   Principal Payment Amount for that loan group and that
Distribution Date, and                            

     -    the related Subordinated Prepayment Percentage for that loan
              group of the Net Principal Prepayment Amount for that loan group
and that Distribution Date                        

minus                                                                 

-    any Transfer Payments Made for that loan group.        

The Subordinated Principal Distribution Amount for any Distribution Date is the 
sum of the Subordinated Principal Distribution Amounts for each of the loan     
groups.                                                                         

    On any Distribution Date after a Senior Termination Date, the Subordinated
Principal Distribution Amount will not be calculated by loan group but will be  
calculated pursuant to the formula set forth above based on the applicable      
Subordinated Percentage or Subordinated Prepayment Percentage, as applicable,   
for the subordinated certificates for such Distribution Date with respect to all
of the Mortgage Loans in the mortgage pool, as opposed to the Mortgage Loans    
only in the related loan group.                                                 

   Residual Certificates. The Class A-R Certificates will remain outstanding
for so long as the trust fund shall exist, whether or not they are receiving    
current distributions of principal or interest. In addition to distributions of 
interest and principal as described above, the holders of the Class A-R         
Certificates will be entitled to receive certain amounts as described in the    
pooling and servicing agreement. It is not anticipated that there will be any   
significant amounts remaining for that distribution.                            

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REPORTS TO CERTIFICATEHOLDERS                                                   

The trustee may, at its option, make the information described in the 
prospectus under "Description of the Certificates--Reports to                   
Certificateholders" available to certificateholders and to FSA on the trustee's 
website (assistance in using the website service may be obtained by calling the 
trustee's customer service desk at (800) 254-2826). Parties that are unable to  
use the above distribution option are entitled to have a copy mailed to them via
electronic mail by notifying the trustee at its Corporate Trust Office.         

ALLOCATION OF REALIZED LOSSES                                                   

    On each Distribution Date, the amount of any Realized Loss on the Mortgage
Loans in any loan group will be allocated first, to the subordinated            
certificates (other than the Class M-X IO Component) in the reverse order of    
their priority of payment, beginning with the class of subordinated certificates
then outstanding with the lowest payment priority, until the Class Certificate  
Balance or Component Principal Balance of each class of subordinated            
certificates has been reduced to zero, and second, to the related classes of    
senior certificates (other than the related Class X IO Components), as follows: 

-    with respect to loan group 1, any Realized Losses on the Group 1 
     Mortgage Loans that are otherwise allocable to the Class 1-A-1 or
          Class 1-A-2 Certificates, will be allocated sequentially, to the Class
  1-A-2 and Class 1-A-1 Certificates, in that order, until their
respective Class Certificate Balances are reduced to zero.  

-    with respect to loan group 2, any Realized Losses on the Group 2 
         Mortgage Loans that are otherwise allocable to the Class 2-A-1, Class
     2-A-2, Class 2-A-3 or Class 2-A-4 Certificates, will be allocated
      first, to the Class 2-A-4 Certificates, second, to the Class 2-A-3
     Certificates and third, concurrently to the Class 2-A-1 and Class
      2-A-2 Certificates, pro rata, in each case, until their respective
   Class Certificate Balances are reduced to zero, except that any
        Realized Losses that would otherwise be allocated to the Class 2-A-4
       Certificates will be covered by the Class 2-A-4 Policy. See "Credit
  Enhancement-- The Financial Guaranty Insurance Policy" in this
prospectus supplement.                                      

   On each Distribution Date after the Senior Credit Support Depletion Date,
the Class X P Component of each class of Senior Class X Certificates will bear  
the pro rata portion of any Realized Losses on the Mortgage Loans in the related
loan group or loan groups.                                                      

    Investors in any class of Certificates to which Realized Losses that would
otherwise be allocable to such class are allocated to another class or classes  
of Certificates should note the Class Certificate Balance of their class of     
Certificates in relation to the class or classes of Certificates to which such  
Realized Losses will be allocated as well as the Class Certificate Balances of  
any other class or classes of Certificates whose otherwise allocable Realized   
Losses will be allocated to that class. The Class M-X Certificates have a higher
payment priority than the other classes of subordinated certificates. Among the 
remaining classes of subordinated certificates, the Class M Certificates have a 
higher payment priority than the Class B Certificates. Within the Class M and   
Class B Certificates, the payment priorities are in numerical order.            

The "SENIOR CREDIT SUPPORT DEPLETION DATE" is the date on which the   
aggregate Class Certificate Balance of the subordinated certificates is reduced 
to zero.                                                                        

  Because principal distributions are paid to some classes of certificates
before other classes of certificates, holders of the certificates that are      
entitled to receive principal later bear a greater risk of being allocated      
Realized Losses on the Mortgage Loans than holders of classes that are entitled 
to receive principal earlier.                                                   

  In general, a "REALIZED LOSS" means, for a Liquidated Mortgage Loan, the
amount by which the remaining unpaid principal balance of the Mortgage Loan     
exceeds the amount of liquidation proceeds applied to the principal balance of  
the related Mortgage Loan. See "Credit Enhancement -- Subordination" in this    
prospectus supplement.                                                          

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   A "LIQUIDATED MORTGAGE LOAN" is a defaulted Mortgage Loan as to which the
master servicer has determined that all recoverable liquidation and insurance   
proceeds have been received. See "Credit Enhancement -- Subordination" in this  
prospectus supplement.                                                          

"SUBSEQUENT RECOVERIES" are unexpected recoveries, net of reimbursable
expenses, with respect to a Liquidated Mortgage Loan that resulted in a Realized
Loss in a month prior to the month of the receipt of such recoveries.           

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STRUCTURING ASSUMPTIONS                                               

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

-    loan group 1 consists of 26 Mortgage Loans with the following              
characteristics:                                                      

                                                        [Enlarge/Download Table]

                              REMAINING                                                                                            
                   CURRENT     TERM TO                     GROSS      MAXIMUM   MINIMUM    MONTHS TO    MONTHS TO   MAXIMUM AMOUNT 
   PRINCIPAL      MORTGAGE     MATURITY     EXPENSE       MARGIN     MORTGAGE  MORTGAGE  NEXT PAYMENT   NEXT RATE     OF NEGATIVE  
  BALANCE ($)     RATE (%)     (MONTHS)     FEE (%)         (%)      RATE (%)  RATE (%)   ADJUSTMENT   ADJUSTMENT  AMORTIZATION (%)
--------------  ------------  ---------  ------------  ------------  --------  --------  ------------  ----------  ----------------
                                                                                                                                   
  9,282,900.00  1.0591140700     360     0.3840000000  3.0196584580    9.950     3.020        13            1             110      
274,232,564.00  1.0581474215     360     0.3840000000  3.0440230350    9.951     3.044        13            1             115      
    247,500.00  1.0000000000     360     0.3840000000  2.8750000000    9.950     2.875        13            1             115      
  1,303,370.89  1.0482303238     359     0.3840000000  3.0222335192    9.950     3.022        12            2             115      
  2,370,000.00  1.5800632911     360     0.3840000000  3.5090717300    9.950     3.509        13            1             110      
 46,776,173.00  1.5981283516     360     0.3840000000  3.3674651590    9.950     3.367        13            1             115      
    376,000.00  1.7500000000     360     0.3840000000  2.9250000000    9.950     2.925        13            3             110      
  4,241,566.28  1.7500000000     360     0.3840000000  3.4589971503    9.950     3.459        13            3             115      
    702,000.00  2.0591168091     360     0.3840000000  3.5091168091    9.950     3.509        13            1             110      
  9,172,450.00  2.0937045173     360     0.3840000000  3.4480144345    9.950     3.448        13            1             115      
  3,513,560.00  2.1516894546     360     0.3840000000  3.3378100844    9.950     3.338        13            3             115      
  6,825,163.00  2.5820081147     360     0.4602937823  3.6074053433    9.950     3.607        13            1             115      
  4,573,093.02  2.7342953665     360     0.3840000000  3.4208822881    9.950     3.421        13            3             115      
    552,000.00  3.0000000000     360     0.3840000000  3.4500000000    9.950     3.450        13            1             110      
  9,125,452.00  3.1179866625     360     0.4076774573  3.5095843362    9.991     3.510        13            1             115      
    270,000.00  3.5000000000     360     0.3840000000  3.5750000000    9.950     3.575        13            1             110      
  4,349,390.00  3.5914352357     360     0.3840000000  3.4293186516    9.950     3.429        13            1             115      
    170,484.09  3.7500000000     358     1.1640000000  3.9250000000    9.950     3.925        11            1             115      
    272,349.42  4.8750000000     359     0.3840000000  1.8750000000    9.950     1.875        12            1             115      
    255,283.27  5.2500000000     357     0.3840000000  2.2500000000    9.950     2.250        10            1             115      
 22,200,047.80  5.7808120069     358     0.3840000000  2.7602904142   10.034     2.760        11            1             115      
 56,185,931.94  6.1488063434     359     0.3872211852  3.1071529076    9.922     3.107        12            1             115      
    371,093.12  6.1250000000     358     0.3840000000  3.0750000000    9.950     3.075        11            1             115      
 24,204,965.60  6.5952094916     359     0.4683606270  3.5484847170    9.950     3.548        12            1             115      
  9,154,293.31  7.1213264412     358     1.1035569389  4.0800576087    9.950     4.080        11            1             115      
  1,023,981.29  7.5000000000     357     1.5451106364  4.4426485092    9.950     4.443        10            1             115      

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-    loan group 2 consists of 30 Mortgage Loans with the following              
characteristics:                                                      

                                                        [Enlarge/Download Table]

                              REMAINING                                                                                            
                   CURRENT     TERM TO                     GROSS      MAXIMUM   MINIMUM    MONTHS TO    MONTHS TO   MAXIMUM AMOUNT 
   PRINCIPAL      MORTGAGE     MATURITY     EXPENSE       MARGIN     MORTGAGE  MORTGAGE  NEXT PAYMENT   NEXT RATE     OF NEGATIVE  
  BALANCE ($)     RATE (%)     (MONTHS)     FEE (%)         (%)      RATE (%)  RATE (%)   ADJUSTMENT   ADJUSTMENT  AMORTIZATION (%)
--------------  ------------  ---------  ------------  ------------  --------  --------  ------------  ----------  ----------------
                                                                                                                                   
  4,931,330.00  1.1105518187     360     0.3840000000  2.8470824808    9.950     2.847        13            1             110      
632,898,899.20  1.1065189984     360     0.3840000000  3.0170941817    9.950     3.017        13            1             115      
  2,215,212.80  1.0419682840     359     0.3840000000  3.2522943301    9.950     3.252        12            2             115      
    604,000.00  1.5000000000     360     0.3840000000  3.1500000000    9.950     3.150        13            1             110      
 62,747,142.00  1.5784109079     360     0.3840000000  3.2145609943    9.954     3.215        13            1             115      
    584,000.00  1.7500000000     360     0.3840000000  2.9250000000    9.950     2.925        13            3             110      
 21,146,499.98  1.7500000000     360     0.3840000000  3.2602545335    9.950     3.260        13            3             115      
 31,193,723.00  2.0485525445     360     0.3840000000  3.1698320188    9.956     3.170        13            1             115      
    471,200.00  2.0000000000     360     0.3840000000  3.4250000000    9.950     3.425        13            3             110      
 10,176,301.77  2.1351258544     360     0.3840000000  3.6862003039    9.950     3.686        13            3             115      
  6,705,259.00  2.6486049607     360     0.7026314652  3.5916993438    9.950     3.592        13            1             115      
  5,427,760.98  2.7293215839     360     0.3840000000  3.4118841622    9.950     3.412        13            3             115      
 35,310,785.00  3.0797520927     360     0.4648268004  3.4169720526    9.969     3.417        13            1             115      
  1,639,624.48  3.0993310127     360     0.3840000000  3.4958964897    9.950     3.496        13            3             115      
  8,372,177.83  3.5440643186     360     0.8224973366  3.7697504088    9.986     3.770        13            1             115      
  2,859,064.49  3.7125589514     360     0.5314265379  3.9985982196    9.950     3.999        13            3             115      
  2,636,701.00  4.2348579721     360     1.1386192989  4.1641773754    9.950     4.164        13            1             115      
    744,000.00  4.0000000000     360     0.3840000000  4.0500000000    9.950     4.050        13            3             110      
     63,000.00  4.6250000000     360     1.2740000000  4.5250000000    9.950     4.525        13            1             115      
  1,485,383.59  4.7973199334     359     0.3840000000  1.8223199334    9.950     1.822        12            1             115      
    270,000.00  4.6250000000     360     0.3840000000  3.9250000000    9.950     3.925        13            3             115      
 12,712,572.99  5.2724479462     359     0.3840000000  2.2947184644    9.954     2.295        12            1             115      
    458,140.35  5.8750000000     359     0.3840000000  2.9000000000    9.950     2.900        12            1             110      
 84,402,179.33  5.7548819769     359     0.3840000000  2.7784237998    9.945     2.778        12            1             115      
    677,528.12  6.1884220946     358     0.3840000000  3.2134220946    9.950     3.213        11            1             110      
157,255,956.59  6.1844827518     359     0.3936696907  3.2065915080    9.969     3.207        12            1             115      
    904,063.99  6.3750000000     359     0.3840000000  3.4000000000    9.950     3.400        12            1             115      
    393,778.19  6.0000000000     357     0.3840000000  3.0250000000    9.950     3.025        10            1             115      
 16,805,934.47  6.6009137500     359     0.5746771874  3.6126684849    9.950     3.613        12            1             115      
  6,083,033.82  7.1330499096     359     1.0954855295  4.1432169711    9.950     4.143        12            1             115      

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 -    the Mortgage Loans prepay at the specified constant percentages of
CPR,                                                        

    -    no defaults or delinquencies in the payment by borrowers of principal
of and interest on the Mortgage Loans are experienced,      

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

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

    -    the scheduled monthly payment for each Mortgage Loan (i) prior to its
   next payment adjustment date, is the original monthly scheduled
          principal and interest payment for such Mortgage Loan and (ii) on each
          payment adjustment date, is calculated based on its principal balance,
      mortgage rate and remaining term to maturity so that such Mortgage
   Loan will amortize in amounts sufficient to repay the remaining
    principal balance of such Mortgage Loan by its remaining term to
   maturity, subject to, except that (a) 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, (b) 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 (a)
          above and (c) 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 (a) to amortize fully the then unpaid principal
        balance of the Negative Amortization Loan over its remaining term to
maturity,                                                   

   -    prepayments are allocated as described in this prospectus supplement
without giving effect to loss and delinquency tests,        

-    there are no Net Interest Shortfalls and prepayments represent   
        prepayments in full of individual Mortgage Loans and are received on
          the last day of each Prepayment Period, commencing with the Prepayment
Period beginning in the calendar month of the closing date, 

   -    the initial Class Certificate Balance or initial Notional Amount, as
       applicable, of each class of certificates (other than the Class P-1
         and Class P-2 Certificates) is as set forth on the cover page of this
   prospectus supplement or as described under "Description of the
Certificates" in this prospectus supplement,                

-    the Class P-1 and Class P-2 Certificates have initial Class      
Certificate Balances of $0.00,                              

-    interest accrues on each class of certificates at the applicable 
    interest rate as described in this prospectus supplement and the
      Master Servicing Fee accrues on each Mortgage Loan as described in
this prospectus supplement,                                 

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

    -    the closing date of the sale of the certificates is October 31, 2005,

 -    no seller is required to repurchase or substitute for any Mortgage
Loan,                                                       

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 -    the master servicer does not exercise the option to repurchase the
        Mortgage Loans described under "Servicing of Mortgage Loans--Certain
       Modifications and Refinancings," "-- Optional Purchase of Defaulted
       Loans" and "-- Optional Termination" in this prospectus supplement,

-    no class of certificates becomes a Restricted Class,             

     -    the level of one-month LIBOR remains constant at 4.0031% and the level
of the One-Year MTA Index remains constant at 3.1630%, and  

-    the Mortgage Rate on each Mortgage Loan will be adjusted on each 
  interest adjustment date (as necessary) to a rate equal to the
          applicable Mortgage Index (as described above), plus the Gross Margin,
    subject to Maximum Mortgage Rates and Minimum Mortgage Rates (as
applicable).                                                

Prepayments of mortgage loans commonly are measured relative to a     
prepayment standard or model. The model used in this prospectus supplement      
assumes a constant prepayment rate ("CPR"), which represents an assumed rate of 
prepayment each month of the then outstanding principal balance of a pool of    
mortgage loans. CPR does not purport to be either a historical description of   
the prepayment experience of any pool of mortgage loans or a prediction of the  
anticipated rate of prepayment of any pool of mortgage loans, including the     
Mortgage Loans. There is no assurance that prepayments will occur at any        
constant prepayment rate.                                                       

While it is assumed that each of the Mortgage Loans prepays at the    
specified constant percentages, this is not likely to be the case. Moreover,    
discrepancies may exist between the characteristics of the actual Mortgage Loans
which will be delivered to the Trustee and characteristics of the Mortgage Loans
used in preparing the tables.                                                   

OPTIONAL PURCHASE OF DEFAULTED LOANS                                            

  The master servicer may, at its option but subject to the conditions set
forth in the pooling and servicing agreement, purchase from the trust fund any  
Mortgage Loan which is delinquent in payment by 151 days or more. Any purchase  
shall be at a price equal to 100% of the Stated Principal Balance of the        
Mortgage Loan plus accrued interest on it at the applicable Mortgage Rate from  
the date through which interest was last paid by the related borrower or        
advanced (and not reimbursed) to the first day of the month in which the amount 
is to be distributed.                                                           

OPTIONAL TERMINATION                                                            

   The master servicer may purchase all of the remaining assets of the trust
fund and retire all outstanding classes of the certificates on or after the     
Distribution Date on which the aggregate principal balance of the Mortgage Loans
and real estate owned by the trust fund related to Mortgage Loans declines to   
10% or less of the aggregate principal balance of the Mortgage Loans as of the  
cut-off date.                                                                   

     If the master servicer exercises the option, the purchase price distributed
with respect to each certificate will be 100% of its then outstanding Class     
Certificate Balance and any unpaid accrued interest thereon at the applicable   
pass-through rate, in each case subject to reduction as provided in the pooling 
and servicing agreement if the purchase price is based in part on the appraised 
value of any foreclosed or otherwise repossessed properties and the appraised   
value is less than the Stated Principal Balance of the related Mortgage Loans.  
Distributions on the certificates in respect of any optional termination will   
first be paid to the senior certificates and then to the subordinated           
certificates. The proceeds from any optional termination distribution may not be
sufficient to distribute the full amount to which each class of certificates is 
entitled if the purchase price is based in part on the appraised value of any   
foreclosed or otherwise repossessed property and the appraised value is less    
than the Stated Principal Balance of the related Mortgage Loan.                 

    Any Carryover Shortfall Amounts remaining unpaid when the certificates are
retired will be extinguished.                                                   

THE TRUSTEE                                                                     

  The Bank of New York will be the Trustee under the pooling and servicing
agreement. The depositor, the sellers and the master servicer may maintain other
banking relationships in the ordinary course of business with The               

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Bank of New York. Offered certificates may be surrendered at the corporate trust
office of the Trustee located at 101 Barclay Street, 8W, New York, New York     
10286, Attention: Corporate Trust Administration or at any other address the    
Trustee designates from time to time.                                           

RESTRICTIONS ON TRANSFER OF THE CLASS A-R CERTIFICATES                          

    The Class A-R Certificates will be subject to the restrictions on transfer
described in the prospectus under "Material Federal Income Tax Consequences --  
REMIC Certificates -- b. Residual Certificates -- Tax-Related Restrictions on   
Transfers of Residual Certificates -- Disqualified Organizations," "--          
Noneconomic Residual Certificates" and "-- Foreign Investors." The Class A-R    
Certificates (in addition to other ERISA restricted classes of certificates, as 
described in the pooling and servicing agreement) may not be acquired by a Plan.
See "ERISA Considerations." Each Class A-R Certificate will contain a legend    
describing the foregoing restrictions.                                          

 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL                                                                         

  The effective yield to the holders of each class of offered certificates
(other than the LIBOR Certificates) will be lower than the yield otherwise      
produced by the applicable rate at which interest is passed through to the      
holders and the respective purchase prices of the offered certificates because  
monthly distributions will not be payable to the holders until the 25th day (or,
if that day is not a business day, the following business day) of the month     
following the month in which interest accrues on the Mortgage Loans (without any
additional distribution of interest or earnings on them for the delay).         

    Delinquencies on the Mortgage Loans which are not advanced by or on behalf
of the master servicer (because amounts, if advanced, would be nonrecoverable), 
will adversely affect the yield on the certificates. Because of the priority of 
distributions, shortfalls resulting from delinquencies on the Mortgage Loans in 
a loan group not so advanced will be borne first by the subordinated            
certificates, in the reverse order of their numerical class designations, and   
then by the senior certificates of the senior certificate groups to which the   
shortfall relates pro rata. If, as a result of the shortfalls, the aggregate    
Class Certificate Balance of all classes of certificates exceeds the pool       
principal balance, the Class Certificate Balance of the class of subordinated   
certificates then outstanding with the highest numerical class designation will 
be reduced by the amount of the excess.                                         

   Any net prepayment interest shortfalls and any Relief Act Reductions that
are allocable to the Class 2-A-4 Certificates that are not covered by the Class 
2-A-4 Reserve Fund will adversely affect the yield to investors in the Class    
2-A-4 Certificates. Net Interest Shortfalls will adversely affect the yields on 
the related classes of offered certificates. In addition, all losses on the     
Mortgage Loans in a loan group initially will be borne by the subordinated      
certificates, in the reverse order of their numerical class designations. As a  
result, the yields on the offered certificates will depend on the rate and      
timing of Realized Losses in the related loan group or loan groups.             

Notwithstanding the foregoing, any Realized Loss on the mortgage loans
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" and "Credit 
Enhancement -- The Financial Guaranty Insurance Policy" in this prospectus      
supplement.                                                                     

 For purposes of allocating losses to the subordinated certificates, the
Class M-X Certificates will be considered to have a higher payment priority than
each other class of subordinated certificates. Among the remaining classes of   
subordinated certificates, the Class M Certificates have a higher payment       
priority than the Class B Certificates. Within the Class M and Class B          
Certificates, the payment priorities are in numerical order.                    

PREPAYMENT CONSIDERATIONS AND RISKS                                             

   The rate of principal payments on the offered certificates, the aggregate
amount of distributions on the offered certificates and the yield to maturity of
the offered certificates will be related to the rate and timing of payments of  
principal on the Mortgage Loans related to that class of certificates. The rate 
of principal payments on                                                        

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the Mortgage Loans will in turn be affected by the amortization schedules of the
Mortgage Loans and by the rate of Net Payments, including for this purpose      
prepayments resulting from refinancing, liquidations of the Mortgage Loans due  
to defaults, casualties, condemnations and repurchases by the seller or the     
master servicer. All of the Mortgage Loans have a prepayment charge if the      
related borrower prepays such Mortgage Loan during a period of up to thirty-nine
months after the Mortgage Loan was originated. Because the Mortgage Loans       
contain prepayment charges, the rate of principal prepayments may be less than  
the rate of principal payments for Mortgage Loans that did not have prepayment  
charges. The holders of the Class P-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 Loans are subject to the "due on sale" provisions    
included therein.                                                               

The negative amortization feature of the Mortgage Loans may affect the
yields on the certificates. As a result of the negative amortization of the     
Mortgage Loans, the outstanding principal balance of a Mortgage Loan in any loan
group will increase by the amount of Deferred Interest as described in this     
prospectus supplement under "Description of the Certificates--Interest." During 
periods in which the outstanding principal balance of a Mortgage Loan is        
increasing due to the addition of deferred interest thereto, such increasing    
principal balance of that Mortgage Loan may approach or exceed the value of the 
related mortgaged property, thus increasing the likelihood of defaults as well  
as the amount of any loss experienced with respect to any such mortgage loan    
that is required to be liquidated. Furthermore, each Mortgage Loan provides for 
the payment of any remaining unamortized principal balance of such Mortgage Loan
(due to the addition of deferred interest, if any, to the principal balance of  
such Mortgage Loan) in a single payment at the maturity of the Mortgage Loan.   
Because the borrowers may be required to make a larger single payment upon      
maturity, it is possible that the default risk associated with the Mortgage     
Loans is greater than that associated with fully amortizing mortgage loans.     

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

 Prepayments, liquidations and purchases of the Mortgage Loans in a loan
group will result in distributions on the certificates related to that loan     
group of principal amounts which would otherwise be distributed over the        
remaining terms of these Mortgage Loans. This includes any optional purchase by 
the master servicer of a defaulted Mortgage Loan, the purchase by the master    
servicer of a modified mortgage loan and any optional purchase of the remaining 
Mortgage Loans in connection with the termination of the trust fund, in each    
case as described in this prospectus supplement. Since the rate of payment of   
principal of the Mortgage Loans will depend on future events and a variety of   
factors, no assurance can be given as to the rate of payment of principal of the
Mortgage Loans or the rate of principal prepayments. The extent to which the    
yield to maturity of a class of certificates may vary from the anticipated yield
will depend upon the degree to which the certificate is purchased at a discount 
or premium, and the degree to which the timing of payments thereon is sensitive 
to prepayments, liquidations and purchases of the Mortgage Loans in that loan   
group. Further, an investor should consider the risk that, in the case of any   
certificate purchased at a discount, a slower than anticipated rate of principal
payments (including prepayments) on the Mortgage Loans in that loan group could 
result in an actual yield to the investor that is lower than the anticipated    
yield and, in the case of any class of Class X Certificates or any certificate  
purchased at a premium, a faster than anticipated rate of principal payments    
could result in an actual yield to the investor that is lower than the          
anticipated yield. Investors in any class of Class X Certificates should        
carefully consider the risk that a rapid rate of principal payments on the      
related Mortgage Loans could result in the failure of the investors to recover  
their initial investments.                                                      

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     The rate of principal payments (including prepayments) on pools of mortgage
loans may vary significantly over time and may be influenced by a variety of    
economic, geographic, social and other factors, including changes in borrowers' 
housing needs, job transfers, unemployment, borrowers' net equity in the        
mortgaged properties, servicing decisions, as well as the characteristics of the
Mortgage Loans included in the mortgage pool as described under "The Mortgage   
Pool -- General" and "-- Underwriting Process" in this prospectus supplement. In
general, if prevailing interest rates were to fall significantly below the      
Mortgage Rates on the Mortgage Loans, the Mortgage Loans could be subject to    
higher prepayment rates than if prevailing interest rates were to remain at or  
above the Mortgage Rates on the Mortgage Loans. Conversely, if prevailing       
interest rates were to rise significantly, the rate of prepayments on the       
Mortgage Loans would generally be expected to decrease. No assurances can be    
given as to the rate of prepayments on the Mortgage Loans in stable or changing 
interest rate environments. Furthermore, with respect to up to 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 after the closing date. Should        
Countrywide Home Loans or any other seller fail to deliver all or a portion of  
any mortgage files to the depositor or other designee of the depositor or, at   
the depositor's direction, to the trustee, within that period, Countrywide Home 
Loans will be required to use its best efforts to deliver a replacement mortgage
loan for the related delayed delivery Mortgage Loan or repurchase the related   
delayed delivery Mortgage Loan. Any repurchases pursuant to this provision would
also have the effect of accelerating the rate of prepayments on the Mortgage    
Loans. The Transfer Payment mechanism may also affect the weighted average lives
of and yields on the certificates. Due to this feature, the relative performance
of the Mortgage Loans in a loan group may adversely affect the yield on         
certificates unrelated to the applicable loan group.                            

The rate of prepayment may affect the pass-through rates on the       
certificates. Prepayments of Mortgage Loans with Adjusted Net Mortgage Rates in 
excess of the then-current Weighted Average Adjusted Net Mortgage Rate for a    
loan group may limit the pass-through rates on the related senior certificates. 
Mortgage loans with higher Mortgage Rates may prepay at faster rates than       
Mortgage Loans with relatively lower Mortgage Rates in response to a given      
change in market interest rates. Any such disproportionate rate of prepayments  
may adversely affect the pass-through rates on the related certificates.        

The rate and timing of principal prepayments relative to creation of  
Deferred Interest on the Mortgage Loans will also affect the yields to maturity 
on the related classes of certificates. To the extent that there is Net Deferred
Interest for a loan group, it will be allocated to the related classes of       
certificates on the related Distribution Date. Any allocation of Net Deferred   
Interest to a class of certificates or interest-bearing component will reduce   
the amount of interest distributable on that class or component. Although       
interest will thereafter accrue on the Net Deferred Interest so allocated, the  
increase in the related Class Certificate Balance (or the related Component     
Principal Balance, in the case of the Class X P Components) may increase the    
weighted average life of the applicable class of certificates. Any increase in  
the weighted average life of the applicable class of certificates may increase  
the risk that Realized Losses will be allocated to those classes of             
certificates. We cannot assure you as to the rate, timing or amount of the      
allocation of Net Deferred Interest to any class of certificates or as to the   
resulting effect on the yield to maturity or the weighted average life of any   
class of certificates. The amount of the Deferred Interest on the Mortgage Loans
in a loan group is offset by using a portion of the related Principal Prepayment
Amount to make distributions of current interest on the related classes of      
certificates. On any Distribution Date, to the extent that the aggregate        
deferred interest on the mortgage loans in a loan group as of the related Due   
Date exceeds the Principal Prepayment Amount as of the end of the related       
Prepayment Period, such excess amounts will be deducted from the interest       
payable on the related classes of certificates and thereby cause a delay in the 
payment of accrued interest on the related classes of certificates.             

As described in this prospectus supplement under "Description of the  
Certificates--Principal," the Senior Prepayment Percentage of the Net Principal 
Prepayment Amount for the Mortgage Loans in a loan group will be initially      
distributed to the related classes of senior certificates then entitled to      
receive the related Principal Amount. This may result in all (or a              
disproportionate percentage) of the Net Principal Prepayment Amount for such    
Mortgage Loans being distributed to holders of the related classes of senior    
certificates and none (or less than their pro rata share) of the Net Principal  
Prepayment Amount being distributed to holders of the subordinated certificates 
during the periods of time described in the definition of each Senior Prepayment
Percentage.                                                                     

    The timing of changes in the rate of prepayments on the Mortgage Loans may
significantly affect an investor's actual yield to maturity, even if the average
rate of principal payments is consistent with an investor's expectation. In     
general, the earlier a prepayment of principal on the Mortgage Loans, the       
greater the effect on an                                                        

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investor's yield to maturity. The effect on an investor's yield as a result of  
principal payments occurring at a rate higher (or lower) than the rate          
anticipated by the investor during the period immediately following the issuance
of the offered certificates may not be offset by a subsequent like decrease (or 
increase) in the rate of principal payments.                                    

   The table in this "Yield, Prepayment and Maturity Considerations" section
indicates the sensitivity of the pre-tax corporate bond equivalent yields to    
maturity of each class of Class X Certificates to various constant percentages  
of CPR. The yields set forth in the table were calculated by determining the    
monthly discount rates that, when applied to the assumed streams of cash flows  
to be paid on the applicable class or classes of certificates, would cause the  
discounted present value of the assumed streams of cash flows to equal the      
assumed aggregate purchase price of the applicable class or classes and         
converting the monthly rates to corporate bond equivalent rates. Those          
calculations do not take into account variations that may occur in the interest 
rates at which investors may be able to reinvest funds received by them as      
distributions on the certificates and consequently do not purport to reflect the
return on any investment in any class or classes of certificates when the       
reinvestment rates are considered.                                              

SENSITIVITY OF THE CLASS X CERTIFICATES                                         

THE YIELD TO INVESTORS IN ANY CLASS OF CLASS X CERTIFICATES WILL BE   
SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) OF THE      
MORTGAGE LOANS. ON THE BASIS OF THE STRUCTURING ASSUMPTIONS, RESPECTIVE PURCHASE
PRICES AND ASSUMPTIONS SET FORTH IN THE FOLLOWING TABLE, THE YIELDS TO MATURITY 
ON THE CLASS X CERTIFICATES WOULD BE APPROXIMATELY 0% IF PREPAYMENTS OF THE     
RELATED MORTGAGE LOANS WERE TO OCCUR AT THE RESPECTIVE APPROXIMATE CONSTANT     
RATES OF CPR SET FORTH IN THE FOLLOWING TABLE. IF THE ACTUAL PREPAYMENT RATE OF 
THE RELATED MORTGAGE LOANS WERE TO EXCEED THE FOLLOWING LEVELS FOR AS LITTLE AS 
ONE MONTH WHILE EQUALING THE LEVELS FOR THE REMAINING MONTHS, THE INVESTORS IN  
THE RELATED CLASS OF CLASS X CERTIFICATES WOULD NOT FULLY RECOUP THEIR INITIAL  
INVESTMENT.                                                                     

                                                                [Download Table]

CLASS                                     PRICE*   PERCENTAGE OF CPR
-----                                     ------   -----------------
                                                                    
Class 1-X-1............................   2.5000%         41%       
Class 1-X-2............................   2.0625%         28%       
Class 2-X-1............................   2.8125%         38%       
Class M-X..............................   2.5000%         36%       

----------                                                                      
*    The prices do not include accrued interest. Accrued interest has been added
    to each such price in calculating the yields set forth in the table below.

   The information set forth in the following table has been prepared on the
basis of the structuring assumptions and on the assumption that the respective  
purchase prices of the classes of Class X Certificates (expressed as percentages
of the respective Component Notional Amounts of the related Class X IO          
Components) are as set forth in the preceding table.                            

SENSITIVITY OF THE CLASS X CERTIFICATES TO PREPAYMENTS
 (PRE-TAX YIELD TO MATURITY)

                                                                [Download Table]

                                  PERCENTAGE OF CPR           
                         -----------------------------------  
CLASS                     10%    15%    25%    35%      50%   
-----                    ----   ----   ----   -----    -----  
                                                              
Class 1-X-1...........   54.3%  46.3%  30.0%   12.0%   (18.8)%
Class 1-X-2...........   26.1%  19.1%   5.0%  (10.5)%  (36.7)%
Class 2-X-1...........   46.0%  38.3%  22.7%    5.8%   (23.0)%
Class M-X.............   25.5%  22.7%  13.6%    2.9%   (20.6)%

It is unlikely that the Mortgage Loans in any loan group will have the
precise characteristics described in this prospectus supplement or that the     
Mortgage Loans in any loan group will all prepay at the same rate until maturity
or that all of the Mortgage Loans in any loan group will prepay at the same rate
or time. As a result of these factors, the pre-tax yields on the classes of     
Class X Certificates are likely to differ from those shown in the               

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table above, even if the Mortgage Loans prepay at the indicated percentages of  
CPR. No representation is made as to the actual rate of principal payments on   
the Mortgage Loans in any loan group for any period or over the lives of the    
classes of Class X Certificates or as to the yields on the classes of Class X   
Certificates. Investors must make their own decisions as to the appropriate     
prepayment assumptions to be used in deciding whether to purchase any class of  
Class X Certificates.                                                           

    The preceding table has been prepared on the structuring assumptions which
include the assumption that the scheduled monthly payments on each Mortgage Loan
will amortize in amounts sufficient to repay the remaining principal balance of 
such Mortgage Loan by its remaining term to maturity. However, there is no      
guarantee that each such Mortgage Loan will fully amortize over its remaining   
term to maturity. If negative amortization accrues on such Mortgage Loans, which
is not shown in the table above, the pre-tax yields on the classes of Class X   
Certificates will differ from those shown in the table above.                   

   INVESTORS IN ANY CLASS OF CLASS X CERTIFICATES SHOULD NOTE THAT INCREASES
IN LIBOR AND/OR ONE-YEAR MTA, THE ALLOCATION OF ANY NET DEFERRED INTEREST, OR   
THE APPLICATION OF AMOUNTS OTHERWISE DISTRIBUTABLE ON THE LIBOR CLASS X         
CERTIFICATES TO PAY CARRYOVER SHORTFALL AMOUNTS TO THE LIBOR CERTIFICATES, WHICH
ARE NOT SHOWN IN THE TABLE ABOVE, MAY HAVE A MATERIAL NEGATIVE EFFECT ON THE    
YIELD ON THE CLASSES OF THE LIBOR CLASS X CERTIFICATES AND MAY REDUCE THE YIELD 
TO ZERO EVEN IF THE PREPAYMENTS ON THE MORTGAGE LOANS ARE CONSISTENT WITH THE   
PREPAYMENT RATES SHOWN THEREIN.                                                 

ADDITIONAL INFORMATION                                                          

The depositor intends to file additional yield tables and other       
computational materials with respect to one or more classes of offered          
certificates with the Securities and Exchange Commission in a report on Form    
8-K. The tables and materials were prepared by the underwriter at the request of
prospective investors, based on assumptions provided by, and satisfying their   
special requirements. The tables and assumptions may be based on assumptions    
that differ from the structuring assumptions. Accordingly, the tables and other 
materials may not be relevant to or appropriate for investors other than those  
specifically requesting them.                                                   

WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES                              

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

  For a discussion of the factors which may influence the rate of payments
(including prepayments) of the Mortgage Loans, see "-- Prepayment Considerations
and Risks" in this prospectus supplement and "Yield and Prepayment              
Considerations" in the prospectus.                                              

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

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

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DECREMENT TABLES                                                                

The following tables indicate the percentages of the initial Class    
Certificate Balances of the classes of offered certificates (other than the     
Class X and Class A-R Certificates) that would be outstanding after each of the 
dates shown at various constant prepayment percentages and the corresponding    
weighted average lives of the classes. The tables have been prepared on the     
basis of the structuring assumptions. It is not likely that the Mortgage Loans  
will have the precise characteristics described in this prospectus supplement or
all of the Mortgage Loans will prepay at the constant prepayment percentages    
specified in the tables or at any other constant rate. Moreover, the diverse    
remaining terms to maturity of the Mortgage Loans could produce slower or faster
principal distributions than indicated in the tables, which have been prepared  
using the specified constant prepayment percentages, even if the remaining term 
to maturity of the Mortgage Loans is consistent with the remaining terms to     
maturity of the mortgage loans specified in the structuring assumptions.        

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 PERCENTAGE OF INITIAL CLASS CERTIFICATE BALANCES OUTSTANDING*

                                                        [Enlarge/Download Table]

                                                             CLASS 2-A-1, CLASS 2-A-2, 
                               CLASS 1-A-1 AND CLASS 1-A-2  CLASS 2-A-3 AND CLASS 2-A-4
                                    PERCENTAGE OF CPR            PERCENTAGE OF CPR     
                               ---------------------------  ---------------------------
DISTRIBUTION DATE              10%   15%   25%   35%   50%  10%   15%   25%   35%   50%
-----------------              ---   ---   ---   ---   ---  ---   ---   ---   ---   ---
                                                                                       
Initial....................... 100   100   100   100   100  100   100   100   100   100
October 2006..................  91    85    74    62    45   91    85    74    62    45
October 2007..................  82    72    53    38    20   82    72    53    38    20
October 2008..................  75    61    38    23     8   74    61    38    23     8
October 2009..................  67    51    29    15     4   67    51    29    15     4
October 2010..................  60    42    22    10     2   60    42    22    10     2
October 2011..................  52    35    16     6     1   52    35    16     6     1
October 2012..................  45    30    12     4     1   44    29    12     4     1
October 2013..................  39    25     9     3     0   39    24     9     3     0
October 2014..................  34    20     7     2     0   34    20     6     2     0
October 2015..................  30    17     5     1     0   30    17     5     1     0
October 2016..................  26    14     3     1     0   26    14     3     1     0
October 2017..................  23    12     3     0     0   23    12     3     0     0
October 2018..................  20    10     2     0     0   20    10     2     0     0
October 2019..................  18     8     1     0     0   17     8     1     0     0
October 2020..................  15     6     1     0     0   15     6     1     0     0
October 2021..................  13     5     1     0     0   13     5     1     0     0
October 2022..................  11     4     0     0     0   11     4     0     0     0
October 2023..................  10     3     0     0     0   10     3     0     0     0
October 2024..................   8     3     0     0     0    8     3     0     0     0
October 2025..................   7     2     0     0     0    7     2     0     0     0
October 2026..................   6     2     0     0     0    6     2     0     0     0
October 2027..................   5     1     0     0     0    5     1     0     0     0
October 2028..................   4     1     0     0     0    4     1     0     0     0
October 2029..................   3     1     0     0     0    3     1     0     0     0
October 2030..................   2     1     0     0     0    2     1     0     0     0
October 2031..................   2     0     0     0     0    2     0     0     0     0
October 2032..................   1     0     0     0     0    1     0     0     0     0
October 2033..................   1     0     0     0     0    1     0     0     0     0
October 2034..................   0     0     0     0     0    0     0     0     0     0
October 2035..................   0     0     0     0     0    0     0     0     0     0
Weighted Average Life                                                                  
   (in years)**............... 8.0   5.6   3.3   2.1   1.3  8.0   5.6   3.3   2.1   1.3

----------                                                                      
*    Rounded to the nearest whole percentage.                                   

**   Determined as specified under "Weighted Average Lives of the Offered       
Certificates" in this prospectus supplement.                          

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 PERCENTAGE OF INITIAL CLASS CERTIFICATE BALANCES OUTSTANDING*

                                                                [Download Table]

                                    CLASS M CERTIFICATES AND  
                                      CLASS B CERTIFICATES    
                                       PERCENTAGE OF CPR      
                                 -----------------------------
DISTRIBUTION DATE                 10%    15%   25%   35%   50%
-----------------                ----   ----   ---   ---   ---
                                                              
Initial.......................    100    100   100   100   100
October 2006..................    100    100   100   100   100
October 2007..................    100    100   100    95    74
October 2008..................    100    100    95    77    53
October 2009..................    100    100    73    51    27
October 2010..................    100     97    55    34    14
October 2011..................     98     81    41    21     7
October 2012..................     96     68    30    14     3
October 2013..................     89     56    22     9     2
October 2014..................     78     47    16     6     1
October 2015..................     69     39    12     4     0
October 2016..................     60     32     9     2     0
October 2017..................     53     27     6     1     0
October 2018..................     46     22     5     1     0
October 2019..................     40     18     3     1     0
October 2020..................     35     15     2     0     0
October 2021..................     30     12     2     0     0
October 2022..................     26     10     1     0     0
October 2023..................     22      8     1     0     0
October 2024..................     19      6     1     0     0
October 2025..................     16      5     0     0     0
October 2026..................     13      4     0     0     0
October 2027..................     11      3     0     0     0
October 2028..................      9      2     0     0     0
October 2029..................      7      2     0     0     0
October 2030..................      5      1     0     0     0
October 2031..................      4      1     0     0     0
October 2032..................      3      1     0     0     0
October 2033..................      2      0     0     0     0
October 2034..................      1      0     0     0     0
October 2035..................      0      0     0     0     0
Weighted Average Life                                         
   (in years)**...............   13.8   10.1   6.3   4.7   3.3

----------                                                                      
*    Rounded to the nearest whole percentage.                                   

**   Determined as specified under "Weighted Average Lives of the Offered       
Certificates" in this prospectus supplement.                          

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LAST SCHEDULED DISTRIBUTION DATE                                                

  The Last Scheduled Distribution Date for the offered certificates is the
Distribution Date in December 2035, which is the Distribution Date in the month 
following the scheduled maturity date for the latest maturing Mortgage Loan.    
Since the rate of distributions in reduction of the Class Certificate Balance or
notional amount of each class of offered certificates will depend on the rate of
payment (including prepayments) of the Mortgage Loans, the Class Certificate    
Balance or notional amount of any class could be reduced to zero significantly  
earlier or later than the Last Scheduled Distribution Date. The rate of payments
on the Mortgage Loans will depend on their particular characteristics, as well  
as on prevailing interest rates from time to time and other economic factors,   
and no assurance can be given as to the actual payment experience of the        
Mortgage Loans. See "Yield, Prepayment and Maturity Considerations -- Prepayment
Considerations and Risks" and "-- Weighted Average Lives of the Offered         
Certificates" in this prospectus supplement and "Yield and Prepayment           
Considerations" in the prospectus.                                              

THE SUBORDINATED CERTIFICATES                                                   

   The weighted average life of, and the yield to maturity on, each group of
subordinated certificates, in increasing order of their subordination, will be  
progressively more sensitive to the rate and timing of borrower defaults and the
severity of ensuing losses on the Mortgage Loans. In particular, the rate and   
timing of borrower defaults and the severity of ensuing losses on the Mortgage  
Loans may be affected by the characteristics of the Mortgage Loans included in  
such loan groups as described under "The Mortgage Pool -- General" and "--      
Underwriting Process." If the actual rate and severity of losses on the Mortgage
Loans is higher than those assumed by a holder of a subordinated certificate,   
the actual yield to maturity of the certificate may be lower than the yield     
expected by the holder based on the holder's assumptions. The timing of losses  
on the Mortgage Loans will also affect an investor's actual yield to maturity,  
even if the rate of defaults and severity of losses over the life of such       
Mortgage Loans are consistent with an investor's expectations. In general, the  
earlier a loss occurs, the greater the effect on an investor's yield to         
maturity. Realized Losses on the Mortgage Loans will reduce the Class           
Certificate Balance of the applicable class of subordinated certificates to the 
extent of any losses allocated to it (as described under "Description of the    
Certificates -- Allocation of Losses"), without the receipt of cash attributable
to the reduction. In addition, shortfalls in cash available for distributions on
each group of subordinated certificates will result in a reduction in the Class 
Certificate Balance of the class of subordinated certificates then outstanding  
with the highest numerical class designation if and to the extent that the      
aggregate of the Class Certificate Balances of all related certificates then    
outstanding, following all distributions and the allocation of Realized Losses  
on the Mortgage Loans on a Distribution Date, exceeds the aggregate 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). This result may be more likely due to the multiple  
loan group structure and the provisions requiring Transfer Payments and interest
thereon prior to distributions to the subordinated certificates. As a result of 
the reductions, less interest will accrue on the class of subordinated          
certificates than otherwise would be the case. The yield to maturity of the     
subordinated certificates will also be affected by the disproportionate         
allocation of the Net Principal Payment Amounts to the classes of senior        
certificates, Net Interest Shortfalls and other cash shortfalls in Available    
Funds. See "Description of the Certificates -- Allocation of Losses" in this    
prospectus supplement.                                                          

   If on any Distribution Date, the Applicable Credit Support Percentage for
any class of Subordinated Certificates (other than the class of subordinated    
certificates then outstanding with the highest priority of distribution) is less
than its Original Applicable Credit Support Percentage, the Net Principal       
Prepayment Amount, on the Mortgage Loans available for distribution on the      
subordinated certificates will be allocated solely to that class and all other  
classes of subordinated certificates with higher payment priorities, thereby    
accelerating their amortization relative to that of the Restricted Classes and  
reducing the weighted average lives of the classes of subordinated certificates 
receiving the distributions. Accelerating the amortization of the classes of    
subordinated certificates with higher payment priorities relative to the other  
classes of subordinated certificates is intended to preserve the availability of
the subordination provided by the other classes.                                

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CREDIT ENHANCEMENT

SUBORDINATION                                                                   

Any Realized Losses on the Mortgage Loans in any 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."                                    

The rights of the holders of the subordinated certificates to receive 
distributions with respect to the Mortgage Loans will be subordinated to the    
rights of the holders of the related senior certificates and the rights of the  
holders of each class of a group of subordinated certificates (other than the   
class of subordinated certificates then outstanding with the highest priority of
payment) to receive the distributions will be further subordinated to the rights
of the class or classes of subordinated certificates with a higher payment      
priority, in each case only to the extent described in this prospectus          
supplement. The subordination of the subordinated certificates to the senior    
certificates and the subordination of the classes of subordinated certificates  
with lower payment priorities to those with higher payment priorities is        
intended to increase the likelihood of receipt, respectively, by the applicable 
senior certificateholders and the holders of the applicable subordinated        
certificates with higher payment priorities of the maximum amount to which they 
are entitled on any Distribution Date and to provide the holders protection     
against Realized Losses.                                                        

For purposes of allocating losses and shortfalls resulting from       
delinquencies to the subordinated certificates, the Class M-X Certificates will 
be considered to have a higher payment priority than each other class of        
subordinated certificates. Among the remaining classes of subordinated          
certificates, the Class M Certificates have higher payment priorities than the  
Class B Certificates. Within the Class M and Class B Certificates, the payment  
priorities are in numerical order.                                              

THE FINANCIAL GUARANTY INSURANCE POLICY                                         

The following summary of terms of the Class 2-A-4 certificate guaranty
insurance policy (the "CLASS 2-A-4 POLICY") to be issued by Financial Security  
Assurance Inc., which is referred to herein as "FSA" or the "INSURER", does not 
purport to be complete and is qualified in its entirety by reference to the     
Class 2-A-4 Policy.                                                             

    Simultaneously with the issuance of the Class 2-A-4 Certificates, FSA will
deliver the Class 2-A-4 Policy to the trustee, for the benefit of the holders of
the Class 2-A-4 Certificates. Under the Class 2-A-4 Policy, FSA unconditionally 
and irrevocably guarantees to the trustee, for the benefit of any holder of a   
Class 2-A-4 Certificate the full and complete payment of (1) Guaranteed         
Distributions on the Class 2-A-4 Certificates and (2) the amount of any         
Guaranteed Distribution which subsequently is avoided in whole or in part as a  
preference payment under applicable law.                                        

"GUARANTEED DISTRIBUTIONS" means, (i) with respect to any distribution
date, the amount, if any, by which the amount available to be distributed to the
Class 2-A-4 Certificates, pursuant to the priority of payment set forth in the  
pooling and servicing agreement, is less than the Required Distributions and    
(ii) to the extent unpaid on the last scheduled distribution date, after payment
of all other amounts due to the Class 2-A-4 Certificates, any remaining Class   
Certificate Balance of such class of certificates; provided, however, that      
Guaranteed Distributions will not include, and the Class 2-A-4 Policy will not  
cover interest shortfalls due to any net prepayment interest shortfalls, Relief 
Act Reductions, Debt Service Reductions, Net Interest Shortfalls, Carryover     
Shortfall Amounts or any taxes, withholding or other charges imposed by any     
governmental authority. Guaranteed Distributions shall not include (x) any      
portion of a Guaranteed Distribution due to holders of Class 2-A-4 Certificates 
because a notice and certificate in proper form as required by the Class 2-A-4  
Policy was not timely received and (y) any portion of a Guaranteed Distribution 
due to holders of the Class 2-A-4 Certificates representing interest on any     
unpaid interest accrued from and including the date of payment by the Insurer of
the amount of such unpaid interest. The Class 2-A-4 Policy will not cover any   
reduction in the amount of Interest Distribution Amount payable to the holders  
of the Class 2-A-4 Certificates on any Distribution Date due to the Pass-Through
Rate for such certificates exceeding the Adjusted Cap Rate for such certificates
on such Distribution Date. For purposes of the definition of "Guaranteed        
Distributions", any payment of interest previously made by FSA under the Class  
2-A-4 Policy shall be excluded, from and including the date of payment by FSA   
thereof, when calculating interest that is carried forward.                     

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 "REQUIRED DISTRIBUTIONS" means for the Class 2-A-4 Certificates and any
Distribution Date, the sum, without duplication, of (i) the interest            
distribution amount with respect to the Class 2-A-4 Certificates, minus any net 
prepayment interest shortfalls or Relief Act Reductions and (ii) the amount of  
any Realized Loss allocated to the Class 2-A-4 Certificates.                    

   Payment of claims on the Class 2-A-4 Policy made in respect of Guaranteed
Distributions will be made by FSA following receipt by FSA of the appropriate   
notice for payment on the later to occur of (1) 12:00 noon New York City time,  
on the second business day following receipt of such notice for payment and (2) 
12:00 noon New York City time, on the date on which such payment was due on the 
Class 2-A-4 Certificates, as applicable.                                        

     FSA shall be entitled to pay any amount thereunder in respect of Guaranteed
Distributions, including any acceleration payment, whether or not any notice and
certificate shall have been received by FSA, shall be entitled to pay principal 
under the Class 2-A-4 Policy on an accelerated basis if FSA shall so elect in   
its sole discretion, at any time or from time to time, in whole or in part, at  
an earlier distribution date than provided in the definition of "Guaranteed     
Distributions," if such principal would have been payable under the pooling and 
servicing agreement were funds sufficient to make such payment available to the 
trustee for such purpose.                                                       

If payment of any amount avoided as a preference under applicable     
bankruptcy, insolvency, receivership or similar law is required to be made under
the Class 2-A-4 Policy, FSA shall cause that payment to be made on the later of 
(a) the date when due to be paid pursuant to the order described below or (b)   
the first to occur of (1) the fourth business day following receipt by FSA from 
the trustee, of: (A) a certified copy of the order (the "Order") of the court or
other governmental body which exercised jurisdiction to the effect that the     
holder of such Class 2-A-4 Certificate is required to return principal or       
interest paid on such certificate during the term of the Class 2-A-4 Policy     
because those distributions were avoidable as preference payments under         
applicable bankruptcy law, (B) a certificate of the holder of such Class 2-A-4  
Certificate, that the Order has been entered and is not subject to any stay, and
(C) an assignment duly executed and delivered by the holder of such Class 2-A-4 
Certificate, in the form as is reasonably required by FSA and provided to the   
holder of such Class 2-A-4 Certificate, by FSA, irrevocably assigning to FSA all
rights and claims of the holder of such Class 2-A-4 Certificate, relating to or 
arising under such Class 2-A-4 Certificate, against the trust or otherwise with 
respect to the preference payment, or (2) the date of receipt by FSA from the   
Trustee, of the items referred to in clauses (A), (B) and (C) above if, at least
four business days prior to the date of receipt, FSA shall have received written
notice from the trustee, that the items referred to in clauses (A), (B) and (C) 
above were to be delivered on that date and that date was specified in the      
notice. Payment shall be disbursed to the receiver, conservator,                
debtor-in-possession or trustee in bankruptcy named in the Order and not to the 
trustee, or any holder of a Class 2-A-4 Certificate, directly, unless a holder  
of a Class 2-A-4 Certificate has previously paid that amount to the receiver,   
conservator, debtor-in-possession or trustee in bankruptcy named in the Order in
which case the payment shall be disbursed to the trustee, for distribution to   
the holder of such Class 2-A-4 Certificate upon proof of payment reasonably     
satisfactory to FSA. In connection with the foregoing, FSA shall have the rights
provided pursuant to the pooling and servicing agreement to the holders of the  
Class 2-A-4 Certificates including, without limitation, the right to direct all 
matters relating to any preference claim and subrogation to the rights of the   
trustee, and each holder of a Class 2-A-4 Certificate in the conduct of any     
proceeding with respect to a preference claim.                                  

     The terms "RECEIPT" and "RECEIVED," with respect to the Class 2-A-4 Policy,
shall mean actual delivery to FSA and to its fiscal agent, if any, prior to     
12:00 noon, New York City time, on a business day; delivery either on a day that
is not a business day or after 12:00 noon, New York City time, shall be deemed  
to be receipt on the next succeeding business day. If any notice or certificate 
given under the Class 2-A-4 Policy by the trustee, is not in proper form or is  
not properly completed, executed or delivered or contains any misstatement, it  
shall be deemed not to have been received, and FSA or the fiscal agent shall    
promptly so advise the trustee, and the trustee, may submit an amended notice.  

 Under the Class 2-A-4 Policy, "BUSINESS DAY" means any day other than a
Saturday, Sunday, legal holiday or other day on which banking institutions in   
New York, New York, or any other location of any successor servicer, successor  
trustee or successor securities administrator are authorized or obligated by    
law, executive order or governmental decree to be closed.                       

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 FSA's obligations under the Class 2-A-4 Policy in respect of Guaranteed
Distributions shall be discharged to the extent funds are transferred to the    
trustee, as provided in the Class 2-A-4 Policy whether or not those funds are   
properly applied by the trustee.                                                

FSA shall be subrogated to the rights of the holder of a Class 2-A-4  
Certificate to receive payments of principal and interest to the extent of any  
payment by FSA under the Class 2-A-4 Policy.                                    

Claims under the Class 2-A-4 Policy constitute direct, unsecured and  
unsubordinated obligations of FSA ranking not less than pari passu with other   
unsecured and unsubordinated indebtedness of FSA for borrowed money. Claims     
against FSA under the Class 2-A-4 Policy and claims against FSA under each other
financial guaranty insurance policy issued thereby constitute pari passu claims 
against the general assets of FSA. The terms of the Class 2-A-4 Policy cannot be
modified or altered by any other agreement or instrument, or by the merger,     
consolidation or dissolution of the trust fund. The Class 2-A-4 Certificate     
guaranty insurance policy may not be canceled or revoked prior to payment in    
full of all Guaranteed Distributions with respect to the Class 2-A-4            
Certificates.                                                                   

  The Class 2-A-4 Policy is not covered by the property/casualty insurance
security fund specified in Article 76 of the New York Insurance Law. The Class  
2-A-4 Policy is governed by the laws of the State of New York.                  

THE INSURER                                                                     

  The following information set forth in this section has been provided by
Financial Security Assurance Inc. ("FSA") and has not been verified by the      
sellers, the transferor or the underwriter. No representations or warranty is   
made by the sellers, the transferor or the underwriter with respect thereto.    

FSA accepts no responsibility for the accuracy or completeness of this
prospectus supplement, the accompanying prospectus, or any other information or 
disclosure contained herein or therein, or omitted herefrom or therefrom, other 
than with respect to the accuracy of the information regarding the Insurer and  
its affiliates set forth under this heading or incorporated by reference herein.
In addition, FSA makes no representation regarding the certificates or the      
advisability of investing in the certificates.                                  

  General. Financial Security Assurance Inc., which is referred to in this
prospectus supplement as "FSA," is a financial guaranty insurance company       
incorporated in 1984 under the laws of the State of New York. FSA is licensed to
engage in the financial guaranty insurance business in all 50 states, the       
District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam.            

   FSA and its subsidiaries are engaged in the business of writing financial
guaranty insurance, principally in respect of securities offered in domestic and
foreign markets and obligations under credit default swaps. Financial guaranty  
insurance provides a guaranty of scheduled payments on an issuer's              
obligations--thereby enhancing the credit rating of those obligations--in       
consideration for the payment of a premium to the Insurer. FSA and its          
subsidiaries principally insure asset-backed, collateralized and municipal      
obligations. Asset-backed obligations are typically supported by residential    
mortgage loans, consumer or trade receivables, securities or other assets having
an ascertainable cash flow or market value. Collateralized obligations include  
public utility first mortgage bonds and sale/leaseback obligation bonds.        
Municipal obligations include general obligation bonds, special revenue bonds   
and other special obligations of state and local governments. Obligations may be
insured on a funded basis through insurance of bonds or other securities or on  
an unfunded basis through insurance of credit default swaps referencing one or  
more bonds or other obligations (with or without a deductible or other provision
for loss reduction). FSA insures both newly issued securities sold in the       
primary market and outstanding securities sold in the secondary market that     
satisfy FSA's underwriting criteria.                                            

   FSA is a wholly-owned subsidiary of Financial Security Assurance Holdings
Ltd., which is referred to in this prospectus supplement as "Holdings." Holdings
is an indirect subsidiary of Dexia S.A., a publicly held Belgian corporation.   
Dexia S.A., through its bank subsidiaries, is primarily engaged in the business 
of public finance, banking and asset management in France, Belgium and other    
European countries. No shareholder of Holdings or FSA is obligated to pay any   
debt of FSA or any claim under any insurance policy issued by FSA or to make any
additional contribution to the capital of FSA.                                  

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    The principal executive offices of FSA are located at 31 West 52nd Street,
New York, New York 10019, and its telephone number at that location is (212)    
826-0100.                                                                       

Reinsurance. Under an intercompany agreement, liabilities on financial
guaranty insurance written or reinsured from third parties by FSA or its        
domestic or Bermuda operating insurance company subsidiaries are generally      
reinsured among such companies on an agreed-upon percentage substantially       
proportional to their respective capital, surplus and reserves, subject to      
applicable statutory risk limitations. In addition, FSA reinsures a portion of  
its liabilities under certain of its financial guaranty insurance policies with 
other reinsurers under various treaties and on a transaction-by-transaction     
basis. This reinsurance is used by FSA as a risk management device and to comply
with statutory and rating agency requirements; it does not alter or limit FSA's 
obligations under any financial guaranty insurance policy.                      

 Ratings. FSA's financial strength is rated "triple-A" by Fitch Ratings,
Moody's Investors Service, Inc., Standard & Poor's and Rating and Investment    
Information, Inc. These ratings reflect only the views of the respective rating 
agencies, are not recommendations to buy, sell or hold securities and are       
subject to revision or withdrawal at any time by those rating agencies. See     
"Ratings" in this prospectus supplement.                                        

  Capitalization. The following table sets forth the capitalization of FSA
and its subsidiaries as of June 30, 2005 (unaudited) on the basis of accounting 
principles generally accepted in the United States of America:                  

                                                                [Download Table]

                                               June 30, 2005
                                              --------------
                                              (In thousands)
                                                (Unaudited) 
                                                            
Deferred Premium Revenue (net of                            
   prepaid reinsurance premiums) ..........     $1,404,195  
                                                ----------  
Surplus Notes (long-term debt) ............        108,850  
                                                ----------  
Minority Interest .........................         50,235  
                                                ----------  
Shareholder's Equity:                                       
Common Stock ..............................         15,000  
Additional Paid-In Capital ................        844,371  
Accumulated Other Comprehensive                             
   Income (net of deferred income                           
   taxes) .................................        163,892  
Accumulated Earnings ......................      1,795,840  
                                                ----------  
Total Shareholder's Equity ................      2,819,103  
                                                ----------  
Total Deferred Premium Revenue (net),                       
   Surplus Notes (long-term debt), Minority                 
   Interest and Shareholder's Equity ......     $4,382,383  
                                                ==========  

For further information concerning FSA, see the Consolidated Financial
Statements of FSA and subsidiaries, and the notes thereto, incorporated by      
reference in this prospectus supplement. FSA's financial statements are included
as exhibits to the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission by Holdings and may be        
reviewed at the EDGAR web site maintained by the Securities and Exchange        
Commission. Copies of the statutory quarterly and annual statements filed with  
the State of New York Insurance Department by FSA are available upon request to 
the State of New York Insurance Department.                                     

Incorporation of Certain Documents by Reference                                 

   In addition to the documents of the trust filed with the SEC described in
the accompanying prospectus under "The Trust Fund--Available Information," the  
financial statements of Financial Security Assurance Inc. included in, or as    
exhibits to, the following documents filed by Holdings with the SEC are hereby  
incorporated by reference:                                                      

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(a) Annual Report on Form 10-K for the year ended December 31, 2004,  

(b) Quarterly Report on Form 10-Q for period ending March 31, 2005    
(unaudited), and                                                                

(c) Quarterly Report on Form 10-Q for the period ended June 30, 2005  
(unaudited).                                                                    

    All financial statements of Financial Security Assurance Inc. included in,
or as exhibits to, documents filed by Financial Security Assurance Holdings Ltd.
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 
1934 after the filing of this prospectus supplement and before the termination  
of the offering of the Class 2-A-4 Certificates shall be deemed incorporated by 
reference into this prospectus supplement.                                      

   You may request a free copy of any filings incorporated by reference into
this prospectus supplement by calling or writing to CWALT, Inc. at 4500 Park    
Granada, Calabasas, California 91302.                                           

 The Depositor, on behalf of the Trust Fund, hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each    
filing of the Trust Fund's Annual Report on Form 10-K pursuant to Section 13(a) 
or Section 15(d) of the Securities Exchange Act of 1934 and each filing of the  
financial statements of FSA included in or as an exhibit to the Annual Report of
Financial Security Assurance Holdings Ltd. filed pursuant to Section 13(a) or   
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by    
reference in this prospectus supplement shall be deemed to be a new registration
statement relating to the Class 2-A-4 Certificates offered by this prospectus   
supplement, and the offering of the Class 2-A-4 Certificates at that time shall 
be deemed to be the initial bona fide offering thereof.                         

Insurance Regulation. FSA is licensed and subject to regulation as a  
financial guaranty insurance corporation under the laws of the State of New     
York, its state of domicile. In addition, FSA and its insurance subsidiaries are
subject to regulation by insurance laws of the various other jurisdictions in   
which they are licensed to do business. As a financial guaranty insurance       
corporation licensed to do business in the State of New York, FSA is subject to 
Article 69 of the New York Insurance Law which, among other things, limits the  
business of a financial guaranty insurer to writing financial guaranty insurance
and related business lines, requires each financial guaranty insurer to maintain
a minimum surplus to policyholders, establishes contingency, loss and unearned  
premium reserve requirements for each financial guaranty insurer, and limits the
size of individual transactions and the volume of transactions that may be      
underwritten by each financial guaranty insurer. Other provisions of the New    
York Insurance Law, applicable to non-life insurance companies such as FSA,     
regulate, among other things, permitted investments, payment of dividends,      
transactions with affiliates, mergers, consolidations, acquisitions or sales of 
assets and incurrence of liability for borrowings.                              

SUBROGATION OF INSURER

 The Insurer shall be fully subrogated to the rights of each holder of a
Class 2-A-4 Certificate to receive principal and interest distributions from the
trust fund on those Class 2-A-4 Certificates to the extent the Insurer makes    
payments, directly or indirectly, on the account of principal or interest on any
Class 2-A-4 Certificates under the Class 2-A-4 Policy. To the extent that the   
Insurer has paid any amounts with respect to interest and principal, the Insurer
will be subrogated to the Class 2-A-4 Certificates with respect to such amounts 
and will be entitled to those amounts on a pro rata basis with the Class 2-A-4  
Certificates as subrogee.                                                       

  Pursuant to the terms of the pooling and servicing agreement, unless the
Insurer defaults in its obligations under the Class 2-A-4 Policy (an "FSA       
DEFAULT"), the Insurer will be entitled to exercise the voting rights of the    
Class 2-A-4 Certificateholders, without the consent of the Class 2-A-4          
Certificateholders, and the Class 2-A-4 Certificateholders may exercise such    
rights only with the prior written consent of the Insurer.                      

 USE OF PROCEEDS

We expect the proceeds to the depositor from the sale of the offered  
certificates to be approximately $1,583,825,157, plus accrued interest, before  
deducting issuance expenses payable by the depositor. The depositor             

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will apply the net proceeds of the sale of these classes of certificates against
the purchase price of the Mortgage Loans.                                       

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

    For federal income tax purposes, the trust fund (exclusive of the Corridor
Contract and the assets in the Carryover Shortfall Reserve Fund and the Corridor
Contract Reserve Fund) will consist of one or more REMICs in a tiered structure.
The highest REMIC will be referred to as the "MASTER REMIC," and each REMIC     
below the Master REMIC (if any) will be referred to as an "UNDERLYING REMIC."   
Each underlying REMIC (if any) will issue multiple classes of uncertificated,   
regular interests (the "UNDERLYING REMIC REGULAR INTERESTS") that will be held  
by another REMIC above it in the tiered structure. The assets of the lower      
underlying REMICs (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 senior certificates and the
subordinated certificates (together, excluding the Class A-R Certificate, the   
"REGULAR CERTIFICATES"). The Class A-R Certificates (also, the "RESIDUAL        
CERTIFICATES") will represent the beneficial ownership of the residual interest 
in each underlying REMIC (if any) and the residual interest in the Master REMIC.
The assets of the Master REMIC will consist of the underlying REMIC Regular     
Interests (or, if there are no underlying REMICs, the Mortgage Loans and any    
other assets designated in the pooling and servicing agreement). Aggregate      
distributions on the underlying REMIC Regular Interests held by the Master REMIC
(if any) will equal the aggregate distributions on the Regular Certificates     
issued by the Master REMIC.                                                     

  The MTA Certificates and the MTA Class X Certificates will be treated as
REMIC Regular Interests. The LIBOR Certificates will be treated as representing 
interests in REMIC Regular Interests and entitlement to receive payments of     
Carryover Shortfall Amounts after the third distribution date. The LIBOR Class X
Certificates will represent interests in REMIC Regular Interests and the        
Carryover Shortfall Reserve Fund, burdened by the entitlement of the holders of 
the LIBOR Certificates to payments of Carryover Shortfall Amounts after the     
third distribution date. Holders of the LIBOR Certificates must allocate the    
purchase price for their LIBOR Certificates between the REMIC Regular Interest  
component and the Carryover Shortfall Amounts component. Holders of the LIBOR   
Class X Certificates must allocate the purchase price for their class of        
certificates (and any amount deemed to be received for undertaking to make      
payments of Carryover Shortfall Amounts) to the REMIC Regular Interest          
component.                                                                      

     Upon the issuance of the Certificates, Sidley Austin Brown & Wood LLP ("TAX
COUNSEL"), will deliver its opinion concluding, assuming compliance with the    
pooling and servicing agreement, for federal income tax purposes, that each     
REMIC created under the pooling and servicing agreement will qualify as a REMIC 
within the meaning of Section 860D of the Internal Revenue Code of 1986, as     
amended (the "CODE"), and that the Regular Certificates will represent regular  
interests in a REMIC. Moreover, Tax Counsel will deliver an opinion concluding  
that the interests of the holders of the LIBOR Certificates with respect to     
Carryover Shortfall Amounts payable after the third distribution date will      
represent, for federal income tax purposes, contractual rights coupled with     
regular interests within the meaning of Treasury regulations Section            
1.860G-2(i).                                                                    

TAXATION OF THE MTA CERTIFICATES, THE MTA CLASS X CERTIFICATES AND THE REMIC    
REGULAR INTEREST COMPONENTS OF THE LIBOR CERTIFICATES AND THE LIBOR CLASS X     
CERTIFICATES.                                                                   

The MTA Certificates and the MTA Class X Certificates (and the REMIC  
Regular Interest components of the LIBOR Certificates and the LIBOR Class X     
Certificates) will be treated as debt instruments issued by the Master REMIC for
federal income tax purposes. Income on the MTA Certificates and the MTA Class X 
Certificates (and the REMIC Regular Interest components of the LIBOR            
Certificates and the LIBOR Class X Certificates) must be reported under an      
accrual method of accounting. Under an accrual method of accounting, interest   
income may be required to be included in a holder's gross income in advance of  
the holder's actual receipt of that interest income.                            

    The MTA Class X Certificates (and the REMIC Regular Interest components of
the LIBOR Class X Certificates) will, and the MTA Certificates (and the REMIC   
Regular Interest components of the LIBOR Certificates) may, be treated for      
federal income tax purposes as having been issued with original issue discount  
("OID"). Although the tax treatment is not entirely certain, an MTA Class X     
Certificate (and the REMIC Regular                                              

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Interest component of a LIBOR Class X Certificate) will be treated as having OID
for federal income tax purposes in an amount equal to the excess of (1) the sum 
of all payments on the MTA Class X Certificate (or REMIC Regular Interest       
component of the LIBOR Class X Certificate), determined under the prepayment    
assumption over (2) the price at which the MTA Class X Certificate (or REMIC    
Regular Interest component of the LIBOR Class X Certificate) is issued. For     
purposes of determining the amount and rate of accrual of OID and market        
discount, the trust fund intends to assume that there will be prepayments on the
Mortgage Loans at a rate equal to 25% CPR. No representation is made regarding  
whether the Mortgage Loans will prepay at the foregoing rate or at any other    
rate. Despite the possibility of interest being deferred, the Trustee intends to
treat the interest accruing on the MTA Certificates and the LIBOR Certificates  
(but not the interest accruing on the MTA Class X Certificates or on the REMIC  
Regular Interest component of the LIBOR Class X Certificates) as "qualified     
stated interest." If the interest accruing on the MTA Certificates and on the   
LIBOR Certificates is not "qualified stated interest," then the MTA Certificates
and the LIBOR Certificates (even if they are not issued at a discount) will be  
treated as having been issued with OID. Prospective purchasers of the Offered   
Certificates are encouraged to consult with their tax advisors regarding the    
treatment of the Offered Certificates under the Treasury regulations concerning 
OID. See "Material Federal Income Tax Consequences" in the prospectus.          

 Computing accruals of OID in the manner described in the prospectus may
(depending on the actual rate of prepayments during the accrual period) result  
in the accrual of negative amounts of OID on the certificates issued with OID in
an accrual period. Holders will be entitled to offset negative accruals of OID  
only against future OID accrual on their certificates. Although unclear, a      
holder of a Class X Certificate may be entitled to deduct a loss to the extent  
that its remaining basis in the Class X IO Component of the Certificate (as     
described under "Description of the Certificates -- Component Classes")) exceeds
the maximum amount of future payments to which such Class X IO Component would  
be entitled if there were no further prepayments of the Mortgage Loans.         

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

Disposition of Regular Certificates                                             

    Assuming that the Regular Certificates are held as "capital assets" within
the meaning of section 1221 of the Code, gain or loss on the disposition of the 
MTA Certificates, the MTA Class X Certificates (and gain or loss on the         
disposition of the REMIC Regular Interest components of the LIBOR Certificates  
and the LIBOR Class X Certificates) should, result in capital gain or loss. Such
gain, however, will be treated as ordinary income to the extent it does not     
exceed the excess (if any) of:                                                  

     (1) the amount that would have been includible in the holder's gross income
with respect to the MTA Certificate, the MTA Class X Certificate (or the REMIC  
Regular Interest components of the LIBOR Certificates or the LIBOR Class X      
Certificates) had income thereon accrued at a rate equal to 110% of the         
applicable federal rate as defined in section 1274(d) of the Code determined as 
of the date of purchase of the Certificate                                      

over                                                                            

(2) the amount actually included in such holder's income.             

Tax Treatment For Certain Purposes                                              

     As described more fully under "Material Federal Income Tax Consequences" in
the prospectus, the MTA Certificates and the MTA Class X Certificates (and the  
REMIC Regular Interest components of the LIBOR Certificates and the LIBOR Class 
X Certificates) will represent "real estate assets" under Section 856(c)(5)(B)  
of the Code and qualifying assets under Section 7701(a)(19)(C) of the Code in   
the same proportion or greater that the assets of the trust fund will be so     
treated, and income on the MTA Certificates and the MTA Class X Certificates    
(and on the REMIC Regular Interest components of the LIBOR Certificates and the 
LIBOR Class X Certificates) will represent "interest on obligations secured by  
mortgages on real property or on interests in real property" under              

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Section 856(c) (3) (B) of the Code in the same proportion or greater that the   
income on the assets of the trust fund will be so treated. The MTA Certificates 
and the MTA Class X Certificates (and the REMIC Regular Interest components only
of the LIBOR Certificates and the LIBOR Class X Certificates) will represent    
qualifying assets under Section 860G(a)(3) of the Code if acquired by a REMIC   
within the prescribed time periods of the Code.                                 

CARRYOVER SHORTFALL AMOUNTS                                                     

 The following discussions assume that the rights and obligations of the
holders of the LIBOR Certificates and the LIBOR Class X Certificates with       
respect to Carryover Shortfall Amounts after the third distribution date will be
treated as rights and obligations under a notional principal contract rather    
than as interests in a partnership for federal income tax purposes. If these    
rights and obligations were treated as representing interests in an entity      
taxable as a partnership for federal income tax purposes, then there could be   
different tax timing consequences to all such certificateholders and different  
withholding tax consequences on payments to certificateholders who are non-U.S. 
Persons. Prospective investors in the LIBOR Certificates and the LIBOR Class X  
Certificates are encouraged to consult their tax advisors regarding their       
appropriate tax treatment.                                                      

  The Rights of the LIBOR Certificates With Respect to Carryover Shortfall
Amounts                                                                         

For tax information reporting purposes, the trustee (1) will treat the
rights of the LIBOR Certificates to Carryover Shortfall Amounts after the third 
distribution date as rights to receive payments under a notional principal      
contract (specifically, an interest rate corridor contract) and (2) anticipates 
assuming that these rights will have an insubstantial value relative to the     
value of the REMIC Regular Interest components of the LIBOR Certificates. The   
IRS could, however, successfully argue that the Carryover Shortfall Amounts     
component of the LIBOR Certificates has a greater value. Similarly, the trustee 
could determine that the Carryover Shortfall Amounts component of the LIBOR     
Certificates has a greater value. In either case, the REMIC Regular Interest    
component of the LIBOR Certificates could be viewed as having been issued with  
either an additional amount of OID (which could cause the total amount of       
discount to exceed a statutorily defined de minimis amount) or with less premium
(which would reduce the amount of premium available to be used as an offset     
against interest income). See "Material Federal Income Tax Consequences -- REMIC
Certificates--a. Regular Certificates" in the Prospectus. In addition, the      
Carryover Shortfall Amounts component could be viewed as having been purchased  
at a higher cost. These changes could affect the timing and amount of income and
deductions on the REMIC Regular Interest component and Carryover Shortfall      
Amounts component.                                                              

The portion of the overall purchase price of a LIBOR Certificate      
attributable to the Carryover Shortfall Amounts component must be amortized over
the life of the Certificate, taking into account the declining balance of the   
related REMIC Regular Interest component. Treasury regulations concerning       
notional principal contracts provide alternative methods for amortizing the     
purchase price of an interest rate corridor contract. Under one method -- the   
level yield constant interest method -- the price paid for an interest rate cap 
agreement is amortized over the life of the cap as though it were the principal 
amount of a loan bearing interest at a reasonable rate. Holders are encouraged  
to consult their tax advisors concerning the methods that can be employed to    
amortize the portion of the purchase price paid for the Carryover Shortfall     
Amounts component of such a Certificate.                                        

Any payments received by a holder of a LIBOR Certificate as Carryover 
Shortfall Amounts after the third distribution date will be treated as periodic 
payments received under a notional principal contract. For any taxable year, to 
the extent the sum of the periodic payments received exceeds the amortization of
the purchase price of the Carryover Shortfall Amounts component, such excess    
will be ordinary income. Conversely, to the extent the amortization of the      
purchase price exceeds the periodic payments, such excess will be allowable as  
an ordinary deduction. In the case of an individual, such deduction will be     
subject to the 2-percent floor imposed on miscellaneous itemized deductions     
under section 67 of the Code and may be subject to the overall limitation on    
itemized deductions imposed under section 68 of the Code. In addition,          
miscellaneous itemized deductions are not allowed for purposes of computing the 
alternative minimum tax.                                                        

The Obligations of the LIBOR Class X Certificates With Respect to Carryover     
Shortfall Amounts                                                               

For tax information reporting purposes, the trustee (1) will treat the
obligations of the LIBOR Class X Certificates with respect to Carryover         
Shortfall Amounts payable after the third distribution date as obligations to   

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make periodic payments under an interest rate corridor contract, (2) anticipates
assuming that any consideration deemed to be received by the LIBOR Class X      
Certificates for undertaking these obligations ("DEEMED Consideration") is      
insubstantial and (3) will treat the Deemed Consideration as being paid toward  
the purchase price of the REMIC Regular Interest component of the LIBOR Class X 
Certificates. The IRS could, however, successfully argue that such Deemed       
Consideration has a greater value. Similarly, the trustee could determine that  
such Deemed Consideration has a greater value. In either case, this change could
affect the timing and amount of a LIBOR Class X Certificateholder's income and  
deductions with respect to the REMIC Regular Interest component and Carryover   
Shortfall Amounts obligations.                                                  

  The Deemed Consideration should be amortized by the holders of the LIBOR
Class X Certificates and taken into income over the life of the Carryover       
Shortfall Amounts obligation, taking into account the declining balance of the  
REMIC Regular Interest component of the LIBOR Class X Certificates. Treasury    
regulations concerning notional principal contracts provide alternative methods 
for amortizing the purchase price of an interest rate corridor contract. Under  
one method -- the level yield constant interest method -- the price received for
an interest rate cap agreement is amortized over the life of the cap as though  
it were the principal amount of a loan bearing interest at a reasonable rate.   
Holders are encouraged to consult their tax advisors concerning the methods that
can be employed to amortize any such consideration deemed paid to a holder of a 
LIBOR Class X Certificate.                                                      

For any taxable year, to the extent the amortization of the Deemed    
Consideration exceeds the sum of the periodic payments made to the holders of   
the LIBOR Class X Certificates, such excess will be ordinary income. Conversely,
to the extent those periodic payments exceed the amortization of the Deemed     
Consideration, such excess will be allowable as an ordinary deduction. In the   
case of an individual, such deduction will be subject to the 2-percent floor    
imposed on miscellaneous itemized deductions under section 67 of the Code and   
may be subject to the overall limitation on itemized deductions imposed under   
section 68 of the Code. In addition, miscellaneous itemized deductions are not  
allowed for purposes of computing the alternative minimum tax.                  

Dispositions of Rights and Obligations With Respect To Carryover Shortfall      
Amounts                                                                         

 Upon the sale, exchange, or other disposition of a LIBOR Certificate or
LIBOR Class X Certificate, the holder of a LIBOR Certificate must allocate the  
amount realized between the Regular Interest component and the Carryover        
Shortfall Amounts component, and the holder of a LIBOR Class X Certificate must 
allocate the amount realized (which includes relief from the Carryover Shortfall
Amounts obligation) between the REMIC Regular Interest component and its        
position with respect to Carryover Shortfall, based on the relative fair market 
values of those items at the time of sale. Assuming a LIBOR Certificate or LIBOR
Class X Certificate is held as a "capital asset" within the meaning of section  
1221 of the Code, any gain or loss on the disposition of the Carryover Shortfall
Amounts component or Carryover Shortfall position should be capital gain or     
loss.                                                                           

Tax Treatment For Certain Purposes                                              

  The Carryover Shortfall Amounts component of the LIBOR Certificates, and
the position of a holder of a LIBOR Class X Certificate with respect to         
Carryover Shortfall Amounts, will not qualify as assets described in Section    
7701(a)(19)(C) of the Code or as real estate assets under Section 856(c)(5)(B)  
of the Code and the income from Carryover Shortfall Amounts component will not  
represent "interest on obligations secured by mortgages on real property or on  
interests in real property" under Section 856(c)(3)(B) of the Code. In addition,
because of the Carryover Shortfall Amounts rights and obligations of the LIBOR  
Certificates and the LIBOR Class X Certificates, holders of the LIBOR           
Certificates and the LIBOR Class X Certificates are encouraged to consult with  
their tax advisors before resecuritizing those Certificates in a REMIC.         

The Carryover Shortfall Reserve Fund                                            

The holders of the LIBOR Class X Certificates will be taxable on the  
earnings of the Carryover Shortfall Reserve Fund whether those earnings are     
distributed directly to the holders of the LIBOR Class X Certificates or paid to
the holders of the LIBOR Certificates and taxable to the holders of the LIBOR   
Certificates as part of Carryover Shortfall Amounts.                            

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RESIDUAL CERTIFICATES                                                           

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

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

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

Additionally, for information regarding Prohibited Transactions and   
Treatment of Realized Losses, see "Material Federal Income Tax Consequences --  
Prohibited Transactions and Other Taxes" and "-- REMIC Certificates -- a.       
Regular Certificates -- Treatment of Realized Losses" in the prospectus.        

 As a result of the Economic Growth and Tax Relief Reconciliation Act of
2001 (the "2001 ACT"), limitations imposed by section 68 of the Code on claiming
itemized deductions will be phased-out commencing in 2006, which will affect    
individuals holding Residual Certificates. In addition, as a result of the Jobs 
and Growth Tax Relief Reconciliation Act of 2003 (the "2003 ACT") the backup    
withholding rate has been reduced to 28%. Unless they are amended, these        
provisions of the 2001 Act and the 2003 Act will no longer apply for taxable    
years beginning after December 31, 2010. See "Material Federal Income Tax       
Consequences" in the prospectus. Investors are encouraged to consult their tax  
advisors with respect to both statutes.                                         

 OTHER TAXES

     No representations are made regarding the tax consequences of the purchase,
ownership or disposition of the certificates under any state, local or foreign  
tax law.                                                                        

  ALL INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
FEDERAL, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING OR      
DISPOSING OF THE CERTIFICATES.                                                  

ERISA CONSIDERATIONS

    Any fiduciary of an employee benefit or other plan or arrangement (such as
an individual retirement account or Keogh plan) that is subject to the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA"), or to Section 4975
of the Code (a "PLAN") that proposes to cause the Plan to acquire any of the    
offered certificates (directly or indirectly through investment by an entity or 
account holding assets of the Plan) is encouraged to consult with its counsel   
with respect to the potential consequences of the Plan's acquisition and        

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ownership of the certificates under ERISA and Section 4975 of the Code. See     
"ERISA Considerations" in the prospectus. Section 406 of ERISA prohibits        
"parties in interest" with respect to an employee benefit plan subject to ERISA 
from engaging in various different types of transactions involving the Plan and 
its assets unless a statutory, regulatory or administrative exemption applies to
the transaction. Section 4975 of the Code imposes excise taxes on prohibited    
transactions involving "disqualified persons" and Plans described under that    
Section. ERISA authorizes the imposition of civil penalties for prohibited      
transactions involving Plans not subject to the requirements of Section 4975 of 
the Code.                                                                       

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

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

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

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

     It is expected that the Exemption will apply to the acquisition and holding
by Plans of the offered certificates (other than the Class A-R Certificates) and
that all conditions of the Exemption other than those within the control of the 
investors will be met. In addition, as of the date of this prospectus           
supplement, there is no single borrower that is the obligor on five percent (5%)
of the Mortgage Loans included in the trust fund by aggregate unamortized       
principal balance of the assets of the trust fund.                              

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

    BECAUSE THE CHARACTERISTICS OF THE CLASS A-R CERTIFICATES MAY NOT MEET THE
REQUIREMENTS OF THE EXEMPTION, OR ANY OTHER ISSUED EXEMPTION UNDER ERISA, A PLAN
MAY HAVE ENGAGED IN A PROHIBITED TRANSACTION GIVING RISE TO EXCISE TAXES OR     
CIVIL PENALTIES IF IT PURCHASES AND HOLDS CLASS A-R CERTIFICATES. CONSEQUENTLY, 
TRANSFERS OF THE CLASS A-R CERTIFICATES (AND OF CERTIFICATES OF ANY CLASS THAT, 
BECAUSE OF A CHANGE OF RATING, NO LONGER SATISFY THE RATING REQUIREMENT OF THE  
EXEMPTION) WILL NOT BE REGISTERED BY THE TRUSTEE UNLESS THE TRUSTEE RECEIVES:   

     -    A REPRESENTATION FROM THE TRANSFEREE OF THE CERTIFICATE, ACCEPTABLE TO
   AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THAT THE
       TRANSFEREE IS NOT A PLAN, OR A PERSON ACTING ON BEHALF OF A PLAN OR
USING A PLAN'S ASSETS TO EFFECT THE TRANSFER;               

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    -    A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY WHICH IS
    PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN "INSURANCE
      COMPANY GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED
  TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE
        PURCHASE AND HOLDING OF THE CERTIFICATE SATISFY THE REQUIREMENTS FOR
EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60; OR 

  -    AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE
          AND HOLDING OF THE CERTIFICATE BY A PLAN, OR A PERSON ACTING ON BEHALF
       OF A PLAN OR USING A PLAN'S ASSETS, WILL NOT RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND
         WILL NOT SUBJECT THE TRUSTEE OR THE MASTER SERVICER TO ANY OBLIGATION
IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT.                                                  

Prospective Plan investors are encouraged to consult with their legal 
advisors concerning the impact of ERISA and the Code, the effect of the Plan    
Assets Regulation and the applicability of the Exemption described in the       
prospectus, and the potential consequences in their specific circumstances,     
before making an investment in any of the offered certificates. Moreover, each  
Plan fiduciary is encouraged to determine whether, under the general fiduciary  
standards of investment prudence and diversification, an investment in any of   
the offered certificates is appropriate for the Plan, taking into account the   
overall investment policy of the Plan and the composition of the Plan's         
investment portfolio.                                                           

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

METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the underwriting agreement
between the depositor and Deutsche Bank Securities Inc. (the "UNDERWRITER"), the
depositor has agreed to sell the offered certificates to the underwriter, and   
the underwriter has agreed to purchase from the depositor the offered           
certificates (the "UNDERWRITTEN CERTIFICATES").                                 

Distribution of the Underwritten Certificates will be made by the     
underwriter from time to time in negotiated transactions or otherwise at varying
prices to be determined at the time of sale. The underwriter may effect such    
transactions by selling the Underwritten Certificates to or through dealers and 
such dealers may receive from the underwriter, for which they act as agent,     
compensation in the form of underwriting discounts, concessions or commissions. 
The underwriter and any dealers that participate with the underwriter in the    
distribution of the Underwritten Certificates may be deemed to be underwriters, 
and any discounts, commissions or concessions received by them, and any profits 
on resale of the Underwritten Certificates purchased by them, may be deemed to  
be underwriting discounts and commissions under the Securities Act of 1933, as  
amended.                                                                        

     The depositor has been advised by the underwriter that it intends to make a
market in the Underwritten Certificates purchased by it, but the underwriter has
no obligation to do so. There can be no assurance that a secondary market for   
the Underwritten Certificates will develop or, if it does develop, that it will 
continue or that it will provide certificateholders with a sufficient level of  
liquidity of investment.                                                        

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

 LEGAL MATTERS

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

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 EXPERTS

  The consolidated balance sheets of Financial Security Assurance Inc. and
its subsidiaries as of December 31, 2004 and December 31, 2003 and the related  
consolidated statements of operations and comprehensive income, changes in      
shareholder's equity, and cash flows for each of the three years in the period  
ended December 31, 2004, incorporated by reference in this prospectus supplement
have been incorporated in this prospectus supplement in reliance on the report  
of PricewaterhouseCoopers LLP, independent registered public accounting firm,   
given on the authority of that firm as experts in accounting and auditing.      

 RATINGS

    It is a condition to the issuance of the offered certificates that they be
rated the respective ratings set forth on page S-3 of the Summary of this       
prospectus supplement by Standard & Poor's Ratings Services, a division of The  
McGraw-Hill Companies, Inc. ("S&P") and by Moody's Investors Service, Inc.      
("MOODY'S"). The ratings assigned to the Class 2-A-4 Certificates are without   
regard to the Class 2-A-4 Policy.                                               

   The ratings assigned by S&P to mortgage pass-through certificates address
the likelihood of the receipt of all distributions on the Mortgage Loans by the 
related certificateholders under the agreements pursuant to which the           
certificates are issued. S&P's ratings take into consideration the credit       
quality of the related mortgage pool, including any credit support providers,   
structural and legal aspects associated with the certificates, and the extent to
which the payment stream on the mortgage pool is adequate to make the payments  
required by the certificates. The ratings assigned by S&P to the Class X        
Certificates do not address whether investors will recoup their initial         
investments. The rating assigned by S&P to the Class A-R Certificates only      
addresses the return of its Class Certificate Balance. The ratings assigned by  
S&P to the LIBOR Certificates do not address the likelihood of payments of      
Carryover Shortfall Amounts.                                                    

The ratings assigned by Moody's to mortgage pass-through certificates 
address the likelihood of the receipt of all distributions on the Mortgage Loans
by the related certificateholders under the agreements pursuant to which the    
certificates are issued. Moody's ratings take into consideration the credit     
quality of the related mortgage pool, including any credit support providers,   
structural and legal aspects associated with the certificates, and the extent to
which the payment stream on the mortgage pool is adequate to make the payments  
required by the certificates. The ratings assigned by Moody's to the Class X    
Certificates do not address whether investors will recoup their initial         
investments. The rating assigned by Moody's to the Class A-R Certificates only  
addresses the return of its Class Certificate Balance. The ratings assigned by  
Moody's to the LIBOR Certificates do not address the likelihood of any payments 
of Carryover Shortfall Amounts.                                                 

    The ratings of the rating agencies do not address the possibility that, as
a result of principal prepayments, certificateholders may receive a lower than  
anticipated yield.                                                              

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

     The depositor has not requested a rating of the offered certificates by any
rating agency other than the rating agencies listed above; there can be no      
assurance, however, as to whether any other rating agency will rate the offered 
certificates or, if it does, what rating would be assigned by such rating       
agency. The rating assigned by such rating agency to such offered certificates  
could be lower than the respective ratings noted on the pages specified in the  
first paragraph of this "Ratings" section.                                      

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INDEX TO DEFINED TERMS

                                                                [Download Table]
                                                                                
2001 Act .....................................................             S-111
2003 Act .....................................................             S-111
Adjusted Cap Rate ............................................              S-75
Adjusted Net Mortgage Rate ...................................              S-72
Adjustment Date ..............................................              S-20
Aggregate Subordinated Percentage ............................              S-85
Alternative Documentation Program ............................              S-56
Applicable Credit Support Percentage .........................              S-85
Available Funds ..............................................              S-70
BBA ..........................................................              S-68
business day .................................................             S-103
carryover shortfall amount ...................................               S-6
Carryover Shortfall Amount ...................................              S-72
Carryover Shortfall Reserve Fund .............................              S-80
CEDE .........................................................              S-67
Certificate Account ..........................................              S-69
Class 2-A-4 Policy ...........................................             S-102
Class 2-A-4 Reserve Fund .....................................              S-77
Class B Certificates .........................................   S-4, S-64, S-66
Class Certificate Balance ....................................              S-64
Class M Certificates .........................................   S-4, S-64, S-66
Class Subordination Percentage ...............................              S-85
Class X Certificates .........................................               S-4
Class X IO Component .........................................               S-4
Class X IO Components ........................................              S-66
Class X P Component ..........................................         S-4, S-67
Closing Date .................................................               S-5
CLUES Plus Documentation Program .............................              S-56
Code .........................................................      S-107, S-109
Compensating Interest ........................................              S-63
Component Notional Amount ....................................              S-67
Component Principal Balance ..................................              S-67
Confirmation .................................................              S-77
Corridor Contract ............................................              S-77
Corridor Contract Counterparty ...............................              S-77
Corridor Contract Notional Balances ..........................              S-79
Corridor Contract Reserve Fund ...............................              S-80
Corridor Contract Termination Date ...........................              S-78
Countrywide Financial ........................................              S-59
Countrywide Home Loans .......................................              S-59
Countrywide Servicing ........................................              S-59
CPR ..........................................................              S-92
Cut off Date Pool Principal Balance ..........................              S-20
cut-off date .................................................         S-5, S-20
Cut-off Date .................................................               S-5
Debt Service Reduction .......................................              S-76
Deemed Consideration .........................................             S-110
deferred interest ............................................              S-74
Deferred Interest ............................................              S-21
deleted mortgage loan ........................................              S-53
Depositor ....................................................               S-5
Determination Date ...........................................              S-63
Distribution Account .........................................              S-69
Distribution Date ............................................              S-69
Distribution Dates ...........................................               S-5
Due Date .....................................................              S-20
Due Period ...................................................              S-83
ERISA ........................................................             S-112
Exemption ....................................................             S-112
Expense Fee Rate .............................................              S-62
FICO Credit Scores ...........................................              S-54
Floating Rate Certificates ...................................               S-4
FSA ..........................................................      S-102, S-104
FSA Default ..................................................             S-106
Full Documentation Program ...................................              S-55
Gross Margin .................................................              S-20
Group 1 Mortgage Loans .......................................              S-19
Group 1 Senior Certificates ..................................              S-66
Group 2 Mortgage Loans .......................................              S-19
Group 2 Senior Certificates ..................................              S-66
Guaranteed Distributions .....................................             S-102
Insurer ......................................................             S-102
Interest Distribution Amount .................................              S-74
LIBOR Certificates ...........................................               S-4
LIBOR Determination Date .....................................              S-68
LIBOR Strike Rate ............................................              S-79
Liquidated Mortgage Loan .....................................              S-87
loan group ...................................................              S-20
loan group principal balance .................................              S-83
Loan-to-Value Ratio ..........................................              S-22
Master REMIC .................................................             S-107
Master Servicer ..............................................               S-5
Master Servicing Fee .........................................              S-62
Master Servicing Fee Rate ....................................              S-62
Maximum LIBOR Rate ...........................................              S-79
Maximum Mortgage Rate ........................................              S-21
Minimum Mortgage Rate ........................................              S-21
Moody's ......................................................        S-3, S-114
Mortgage Index ...............................................              S-20
Mortgage Loans ...............................................              S-19
Mortgage Rate ................................................              S-20
MTA Certificates .............................................               S-4
negative amortization loans ..................................              S-10
Negative Amortization Loans ..................................              S-20
net deferred interest ........................................               S-6
Net Deferred Interest ........................................              S-75
Net Interest Shortfall .......................................              S-76
net prepayment interest shortfall ............................              S-76
Net Principal Prepayment Amount ..............................              S-75
Net Rate Cap .................................................              S-72
No Income/No Asset Documentation Program .....................              S-56
Notional Amount Components ...................................              S-66
offered certificates .........................................              S-64
OID ..........................................................             S-108
One-Year MTA .................................................              S-20
One-Year MTA Determination Date ..............................              S-68

 S-114

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Optional Termination Date ....................................              S-72
Order ........................................................             S-103
Original Applicable Credit Support Percentage ................              S-85
original subordinate principal balance .......................              S-84
Overcollateralized Group .....................................              S-82
Pass-Through Margins .........................................              S-71
pass-through rate ............................................              S-71
Payment Caps .................................................              S-21
Plan .........................................................             S-112
pool principal balance .......................................              S-83
Preferred Processing Program .................................              S-54
prepayment interest shortfall ................................              S-76
Prepayment Period ............................................              S-83
Principal Amount .............................................              S-81
Principal Payment Amount .....................................              S-81
Principal Prepayment Amount ..................................              S-75
private certificates .........................................              S-64
PTCE 95-60 ...................................................             S-113
Realized Loss ................................................              S-87
receipt ......................................................             S-103
received .....................................................             S-103
Record Date ..................................................         S-5, S-69
Reduced Documentation Program ................................              S-56
Regular Certificates .........................................             S-107
Relief Act Reduction .........................................              S-76
replacement mortgage loan ....................................              S-53
Required Distributions .......................................             S-103
Residual Certificates ........................................             S-107
Restricted Classes ...........................................              S-85
S&P ..........................................................        S-3, S-114
scheduled payments ...........................................              S-20
Sellers ......................................................               S-5
senior certificates ..........................................              S-64
Senior Certificates ..........................................               S-4
Senior Credit Support Depletion Date .........................              S-87
Senior Percentage ............................................              S-83
Senior Prepayment Percentage .................................              S-84
Senior Principal Distribution Amount .........................              S-83
Senior Termination Date ......................................              S-85
SRFP .........................................................              S-77
Stated Income/Stated Asset Documentation .....................              S-56
Stated Principal Balance .....................................              S-83
Streamlined Documentation Program ............................              S-56
Subordinate Weighted Average Rate ............................              S-72
Subordinated Adjusted Cap Rate ...............................              S-76
subordinated certificates ....................................              S-64
Subordinated Certificates ....................................         S-4, S-66
Subordinated Percentage ......................................              S-83
Subordinated Portion .........................................              S-67
Subordinated Prepayment Percentage ...........................              S-84
Subordinated Principal Distribution Amount ...................              S-86
Subsequent Recoveries ........................................              S-88
Substitution Adjustment Amount ...............................              S-53
Swiss Re .....................................................              S-77
Tax Counsel ..................................................             S-107
Telerate Page 3750 ...........................................              S-68
Transfer Payment .............................................              S-82
Transfer Payment Made ........................................              S-82
Transfer Payment Received ....................................              S-82
Trustee ......................................................               S-5
Two Times Test ...............................................              S-85
Undercollateralized Group ....................................              S-82
underlying REMIC .............................................             S-107
underlying REMIC Regular Interests ...........................             S-107
underwriter ..................................................             S-113
Underwritten Certificates ....................................             S-113
Weighted Average Adjusted Net Mortgage Rate ..................              S-72

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PROSPECTUS                                                                      

 CWALT, INC.
 DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)

PLEASE CAREFULLY CONSIDER OUR DISCUSSION OF SOME OF THE RISKS OF INVESTING IN   
THE CERTIFICATES UNDER "RISK FACTORS" BEGINNING ON PAGE 5.                      

THE TRUSTS                                                                      

Each trust will be established to hold assets in its trust fund transferred to  
it by CWALT, Inc. The assets in each trust fund will be specified in the        
prospectus supplement for the particular trust and will generally consist of:   

-    first lien mortgage loans secured by one- to four-family residential       
properties or participations in that type of loan,                    

-    mortgage pass-through securities issued or guaranteed by Ginnie Mae, Fannie
Mae, or Freddie Mac, or                                               

-    private mortgage-backed securities backed by first lien mortgage loans     
    secured by one- to four-family residential properties or participations in
that type of loan.                                                    

THE CERTIFICATES                                                                

CWALT, Inc. will sell the certificates pursuant to a prospectus supplement. The 
certificates will be grouped into one or more series, each having its own       
distinct designation. Each series will be issued in one or more classes and each
class will evidence beneficial ownership of a specified portion of future       
payments on the assets in the trust fund that the series relates to. A          
prospectus supplement for a series will specify all of the terms of the series  
and of each of the classes in the series.                                       

OFFERS OF CERTIFICATES                                                          

The certificates may be offered through several different methods, including    
offerings through underwriters.                                                 

----------

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

OCTOBER 25, 2005                                                                

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 TABLE OF CONTENTS

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                                                                            PAGE
                                                                            ----
                                                                                
Important Notice About Information in this Prospectus and Each                  
   Accompanying Prospectus Supplement ...................................     4 
Risk Factors ............................................................     5 
   Limited Source Of Payments-- No Recourse To Sellers, Depositor Or            
   Servicer .............................................................     5 
   Credit Enhancement May Not Be Sufficient To Protect You From Losses ..     6 
   Losses On Balloon Payment Mortgages Are Borne By You .................     6 
   Nature Of Mortgages ..................................................     6 
   You Could Be Adversely Affected By Violations Of Environmental Laws ..     8 
   Ratings Of The Certificates Do Not Assure Their Payment ..............     9 
   Book-Entry Registration ..............................................     9 
   Bankruptcy Or Insolvency May Affect The Timing And Amount Of                 
   Distributions On The Certificates ....................................    10 
The Trust Fund ..........................................................    12 
   The Mortgage Loans-- General .........................................    13 
   Agency Securities ....................................................    15 
   Private Mortgage-Backed Securities ...................................    20 
   Pre-Funding ..........................................................    21 
   Substitution of Mortgage Assets ......................................    22 
   Available Information ................................................    22 
   Incorporation of Certain Documents by Reference ......................    22 
Use of Proceeds .........................................................    22 
The Depositor ...........................................................    23 
Mortgage Loan Program ...................................................    23 
   Underwriting Process .................................................    23 
   Qualifications of Sellers ............................................    24 
   Representations by Sellers; Repurchases ..............................    24 
Description of the Certificates .........................................    25 
   General ..............................................................    26 
   Distributions on Certificates ........................................    28 
   Advances .............................................................    29 
   Reports to Certificateholders ........................................    30 
   Categories of Classes of Certificates ................................    31 
   Indices Applicable to Floating Rate and Inverse Floating Rate                
   Classes ..............................................................    33 
   Book-Entry Certificates ..............................................    36 
Credit Enhancement ......................................................    38 
   General ..............................................................    38 
   Subordination ........................................................    38 
   Mortgage Pool Insurance Policies .....................................    39 
   Special Hazard Insurance Policies ....................................    40 
   Bankruptcy Bonds .....................................................    41 
   Reserve Fund .........................................................    41 
   Cross Support ........................................................    41 
   Insurance Policies, Surety Bonds and Guaranties ......................    42 
   Over-Collateralization ...............................................    42 
   Financial Instruments ................................................    42 
Yield and Prepayment Considerations .....................................    42 
The Pooling and Servicing Agreement .....................................    43 
   Assignment of Mortgage Assets ........................................    44 
   Payments on Mortgage Assets; Deposits to Certificate Account .........    45 
   Collection Procedures ................................................    47 
   Hazard Insurance .....................................................    48 
   Realization Upon Defaulted Mortgage Loans ............................    49 
   Servicing and Other Compensation and Payment of Expenses .............    53 
   Evidence as to Compliance ............................................    53 
   List of Certificateholders ...........................................    54 
   Certain Matters Regarding the Master Servicer and the Depositor ......    54 
   Events of Default ....................................................    54 
   Rights Upon Event of Default .........................................    55 
   Amendment ............................................................    55 
   Termination; Optional Termination ....................................    56 
   The Trustee ..........................................................    57 
Certain Legal Aspects of the Mortgage Loans .............................    57 
   General ..............................................................    57 
   Foreclosure and Repossession .........................................    58 
   Rights of Redemption .................................................    60 
   Anti-Deficiency Legislation and Other Limitations on Lenders .........    60 
   Environmental Risks ..................................................    61 
   Due-on-Sale Clauses ..................................................    62 
   Prepayment Charges ...................................................    63 
   Applicability of Usury Laws ..........................................    63 
   Servicemembers Civil Relief Act ......................................    63 
   Consumer Protection Laws .............................................    63 
Material Federal Income Tax Consequences ................................    64 
   General ..............................................................    64 
   Non-REMIC Certificates ...............................................    64 
   REMIC Certificates ...................................................    71 
   Prohibited Transactions and Other Taxes ..............................    84 
   Liquidation and Termination ..........................................    84 
   Administrative Matters ...............................................    85 
   Tax-Exempt Investors .................................................    85 
   Non-U.S. Persons .....................................................    85 
   Tax-Related Restrictions on Transfers of Residual Certificates .......    85 
Other Tax Considerations ................................................    88 
ERISA Considerations ....................................................    88 
Legal Investment ........................................................    91 

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Method of Distribution...................................................    92 
Legal Matters............................................................    93 
Financial Information....................................................    93 
Rating...................................................................    94 
Index to Defined Terms...................................................    95 

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 IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
 AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT

    Information about each series of certificates is contained in two separate
documents:                                                                      

     -    this prospectus, which provides general information, some of which may
not apply to a particular series; and                       

    -    the accompanying prospectus supplement for a particular series, which
    describes the specific terms of the certificates of that series.

The prospectus supplement will contain information about a particular series    
that supplements the information contained in this prospectus, and you should   
rely on that supplementary information in the prospectus supplement.            

You should rely only on the information in this prospectus and the    
accompanying prospectus supplement. We have not authorized anyone to provide you
with information that is different from that contained in this prospectus and   
the accompanying prospectus supplement.                                         

----------

     If you require additional information, the mailing address of our principal
executive offices is CWALT, Inc., 4500 Park Granada, Calabasas, California 91302
and the telephone number is (818) 225-3000. For other means of acquiring        
additional information about us or a series of securities, see "The Trust Fund -
Incorporation of Certain Documents by Reference" beginning on page 22.          

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RISK FACTORS

You should carefully consider the following information since it identifies     
significant risks associated with an investment in the certificates.            

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LIMITED SOURCE OF PAYMENTS -- NO   The applicable prospectus supplement may provide that certificates will be    
RECOURSE TO SELLERS, DEPOSITOR OR  payable from other trust funds in addition to their associated trust fund, but
SERVICER                           if it does not, they will be payable solely from their associated trust fund. 
                                   If the trust fund does not have sufficient assets to distribute the full      
                                   amount due to you as a certificateholder, your yield will be impaired, and    
                                   perhaps even the return of your principal may be impaired, without your having
                                   recourse to anyone else. Furthermore, at the times specified in the applicable
                                   prospectus supplement, certain assets of the trust fund may be released and   
                                   paid out to other people, such as the depositor, a servicer, a credit         
                                   enhancement provider, or any other person entitled to payments from the trust 
                                   fund. Those assets will no longer be available to make payments to you. Those 
                                   payments are generally made after other specified payments that may be set    
                                   forth in the applicable prospectus supplement have been made.                 

                                   You will not have any recourse against the depositor or any servicer if you do
                                   not receive a required distribution on the certificates. Nor will you have    
                                   recourse against the assets of the trust fund of any other series of          
                                   certificates.                                                                 

                                   The certificates will not represent an interest in the depositor, any         
                                   servicer, any seller to the depositor, or anyone else except the trust fund.  
                                   The only obligation of the depositor to a trust fund comes from certain       
                                   representations and warranties made by it about assets transferred to the     
                                   trust fund. If these representations and warranties turn out to be untrue, the
                                   depositor may be required to repurchase some of the transferred assets.       

                                   CWALT, Inc., which is the depositor, does not have significant assets and is  
                                   unlikely to have significant assets in the future. So if the depositor were   
                                   required to repurchase a loan because of a breach of a representation, its    
                                   only sources of funds for the repurchase would be:                            

                                        -    funds obtained from enforcing a corresponding obligation of a seller
                                             or originator of the loan, or                                       

                                        -    funds from a reserve fund or similar credit enhancement established 
                                             to pay for loan repurchases.                                        

                                   The only obligations of the master servicer to a trust fund consist of its    
                                   obligations to service the related mortgage loans in accordance with the terms
                                   of the related pooling and servicing agreement.                               

                                   The only obligations to a trust fund of a seller of loans to the depositor    
                                   comes from certain representations and warranties made by it in connection    
                                   with its sale of the loans and certain document delivery requirements. If     
                                   these representations and warranties turn out to be untrue, or the seller     
                                   fails to deliver required documents, it may be required to repurchase some of 
                                   the loans. However, the seller may not have the financial ability to make the 
                                   required repurchase.                                                          

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CREDIT ENHANCEMENT MAY NOT BE            Credit enhancement is intended to reduce the effect of loan losses. But credit
SUFFICIENT TO PROTECT YOU FROM           enhancements may benefit only some classes of a series of certificates and the
LOSSES                                   amount of any credit enhancement will be limited as described in the          
                                         applicable prospectus supplement. Furthermore, the amount of a credit         
                                         enhancement may decline over time pursuant to a schedule or formula or        
                                         otherwise, and could be depleted from payments or for other reasons before the
                                         certificates covered by the credit enhancement are paid in full. In addition, 
                                         a credit enhancement may not cover all potential sources of loss. For example,
                                         a credit enhancement may or may not cover fraud or negligence by a loan       
                                         originator or other parties. Also, the trustee may be permitted to reduce,    
                                         substitute for, or even eliminate all or a portion of a credit enhancement so 
                                         long as the rating agencies that have rated the certificates at the request of
                                         the depositor indicate that that would not cause them to change adversely     
                                         their rating of the certificates. Consequently, certificateholders may suffer 
                                         losses even though a credit enhancement exists and its provider does not      
                                         default.                                                                      

LOSSES ON BALLOON PAYMENT MORTGAGES ARE  Some of the underlying loans may not be fully amortizing over their terms to  
BORNE BY YOU                             maturity and, thus, will require substantial principal payments (that is,     
                                         balloon payments) at their stated maturity. Loans with balloon payments       
                                         involve a greater degree of risk than fully amortizing loans because typically
                                         the borrower must be able to refinance the loan or sell the property to make  
                                         the balloon payment at maturity. The ability of a borrower to do this will    
                                         depend on such factors as mortgage rates at the time of sale or refinancing,  
                                         the borrower's equity in the property, the relative strength of the local     
                                         housing market, the financial condition of the borrower, and tax laws. Losses 
                                         on these loans that are not otherwise covered by a credit enhancement will be 
                                         borne by the holders of one or more classes of certificates.                  

   Your Risk Of Loss May Be Higher       The trust fund may include loans that were originated with loan-to-value      
   Than You Expect If your               ratios in excess of the value of the related mortgaged property. Under these  
   Certificates Are Backed By            circumstances, the trust fund could be treated as a general unsecured creditor
   Partially Unsecured Loans             as to the unsecured portion of any related loan. In the event of a default    
                                         under a loan that is unsecured in part, the trust fund will have recourse only
                                         against the borrower's assets generally for the unsecured portion of the loan,
                                         along with all other general unsecured creditors of the borrower.             

NATURE OF MORTGAGES                      The value of the properties underlying the loans held in the trust fund may   
   Declines in Property Values May       decline over time. Among the factors that could adversely affect the value of 
   Adversely Affect You                  the properties are:                                                           

                                              -    an overall decline in the residential real estate market in the     
                                                   areas in which they are located,                                    

                                              -    a decline in their general condition from the failure of borrowers  
                                                   to maintain their property adequately, and                          

                                              -    natural disasters that are not covered by insurance, such as        
                                                   earthquakes and floods.                                             

                                         If property values decline, the actual rates of delinquencies, foreclosures,  
                                         and losses on all underlying loans could be higher than those currently       
                                         experienced in the mortgage lending industry in general. These losses, to the 
                                         extent not otherwise covered by a credit enhancement, will be borne by the    
                                         holder of one or more classes of certificates.                                

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Delays in Liquidation May     Even if the properties underlying the loans held in the trust fund provide    
Adversely Affect You          adequate security for the loans, substantial delays could occur before        
                              defaulted loans are liquidated and their proceeds are forwarded to investors. 
                              Property foreclosure actions are regulated by state statutes and rules and are
                              subject to many of the delays and expenses of other lawsuits if defenses or   
                              counterclaims are made, sometimes requiring several years to complete.        
                              Furthermore, in some states if the proceeds of the foreclosure are            
                              insufficient to repay the loan, the borrower is not liable for the deficit.   
                              Thus, if a borrower defaults, these restrictions may impede the trust's       
                              ability to dispose of the property and obtain sufficient proceeds to repay the
                              loan in full. In addition, the servicer will be entitled to deduct from       
                              liquidation proceeds all expenses reasonably incurred in attempting to recover
                              on the defaulted loan, including legal fees and costs, real estate taxes, and 
                              property maintenance and preservation expenses.                               

Disproportionate Effect of    Liquidation expenses of defaulted loans generally do not vary directly with   
Liquidation Expenses May      the outstanding principal balance of the loan at the time of default.         
Adversely Affect You          Therefore, if a servicer takes the same steps for a defaulted loan having a   
                              small remaining principal balance as it does for a defaulted loan having a    
                              large remaining principal balance, the amount realized after expenses is      
                              smaller as a percentage of the outstanding principal balance of the small loan
                              than it is for the defaulted loan having a large remaining principal balance. 

Consumer Protection Laws May  Federal, state and local laws extensively regulate various aspects of         
Adversely Affect You          brokering, originating, servicing and collecting mortgage loans. Among other  
                              things, these laws may regulate interest rates and other charges, require     
                              disclosures, impose financial privacy requirements, mandate specific business 
                              practices, and prohibit unfair and deceptive trade practices. In addition,    
                              licensing requirements may be imposed on persons that broker, originate,      
                              service or collect mortgage loans.                                            

                              Additional requirements may be imposed under federal, state or local laws on  
                              so-called "high cost" mortgage loans, which typically are defined as loans    
                              that have interest rates or origination costs in excess of prescribed levels. 
                              These laws may limit certain loan terms, such as prepayment penalties, or the 
                              ability of a creditor to refinance a loan unless it is in the borrower's      
                              interest. In addition, certain of these laws may allow claims against loan    
                              brokers or mortgage originators, including claims based on fraud or           
                              misrepresentations, to be asserted against persons acquiring the mortgage     
                              loans, such as the trust.                                                     

                              The federal laws that may apply to loans held in the trust include the        
                              following:                                                                    

                                   -    the Truth in Lending Act and its regulations, which (among other    
                                        things) require disclosures to borrowers regarding the terms of     
                                        mortgage loans and provide property owners in non-purchase money    
                                        transactions with a right of rescission that generally extends for  
                                        three days after proper disclosures are given (but in no event more 
                                        than three years);                                                  

                                   -    the Home Ownership and Equity Protection Act and its regulations,   
                                        which (among other things) impose additional disclosure requirements
                                        and limitations on loan terms with respect to nonpurchase money     
                                        mortgage loans with interest rates or origination costs in excess of
                                        prescribed levels;                                                  

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                                         -    the Real Estate Settlement Procedures Act and its regulations, which
                                              (among other things) prohibit the payment of referral fees for real 
                                              estate settlement services and regulate escrow accounts for taxes   
                                              and insurance and billing inquiries made by borrowers;              

                                         -    the Equal Credit Opportunity Act and its regulations, which (among  
                                              other things) generally prohibit discrimination in any aspect of a  
                                              credit transaction on certain enumerated basis, such as age, race,  
                                              color, sex, religion, marital status, national origin or receipt of 
                                              public assistance; and                                              

                                         -    the Fair Credit Reporting Act, which (among other things) regulates 
                                              the use of consumer reports obtained from consumer reporting        
                                              agencies and the reporting of payment histories to consumer         
                                              reporting agencies.                                                 

                                    The penalties for violating these federal, state, or local laws vary depending
                                    on the applicable law and the particular facts of the situation. However,     
                                    private plaintiffs typically may assert claims for actual damages and, in some
                                    cases, also may recover civil money penalties or exercise a right to rescind  
                                    the mortgage loan. Violations of certain laws may limit the ability to collect
                                    all or part of the principal or interest on a mortgage loan and, in some      
                                    cases, borrowers even may be entitled to a refund of amounts previously paid. 
                                    Federal, state and local administrative or law enforcement agencies also may  
                                    be entitled to bring legal actions, including actions for civil money         
                                    penalties or restitution, for violations of certain of these laws.            

                                    Depending on the particular alleged misconduct, it is possible that claims may
                                    be asserted against various participants in the secondary mortgage market,    
                                    including assignees that hold the mortgage loan, such as the trust. Losses on 
                                    loans from the application of these federal, state and local laws that are not
                                    otherwise covered by one or more forms of credit enhancement will be borne by 
                                    the holders of one or more classes of certificates.                           

YOU COULD BE ADVERSELY AFFECTED BY  Federal, state, and local laws and regulations impose a wide range of         
VIOLATIONS OF ENVIRONMENTAL LAWS    requirements on activities that may affect the environment, health, and       
                                    safety. In certain circumstances, these laws and regulations impose           
                                    obligations on "owners" or "operators" of residential properties such as those
                                    that secure the loans held in the trust fund. Failure to comply with these    
                                    laws and regulations can result in fines and penalties that could be assessed 
                                    against the trust if it were to be considered an "owner" or "operator" of the 
                                    related property. A property "owner" or "operator" can also be held liable for
                                    the cost of investigating and remediating contamination, regardless of fault, 
                                    and for personal injury or property damage arising from exposure to           
                                    contaminants.                                                                 

                                    In some states, a lien on the property due to contamination has priority over 
                                    the lien of an existing mortgage. Also, a mortgage lender may be held liable  
                                    as an "owner" or "operator" for costs associated with the release of hazardous
                                    substances from a site, or petroleum from an underground storage tank, under  
                                    certain circumstances. If the trust were to be considered the "owner" or      
                                    "operator" of a property, it will suffer losses as a result of any liability  
                                    imposed for environmental hazards on the property.                            

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RATINGS OF THE CERTIFICATES DO NOT  Any class of certificates issued under this prospectus and the accompanying   
ASSURE THEIR PAYMENT                prospectus supplement will be rated in one of the four highest rating         
                                    categories of at least one nationally recognized rating agency. A rating is   
                                    based on the adequacy of the value of the trust assets and any credit         
                                    enhancement for that class, and reflects the rating agency's assessment of how
                                    likely it is that holders of the class of certificates will receive the       
                                    payments to which they are entitled. A rating does not constitute an          
                                    assessment of how likely it is that principal prepayments on the underlying   
                                    loans will be made, the degree to which the rate of prepayments might differ  
                                    from that originally anticipated, or the likelihood that the certificates will
                                    be redeemed early. A rating is not a recommendation to purchase, hold, or sell
                                    certificates because it does not address the market price of the certificates 
                                    or the suitability of the certificates for any particular investor.           

                                    A rating may not remain in effect for any given period of time and the rating 
                                    agency could lower or withdraw the rating entirely in the future. For example,
                                    the rating agency could lower or withdraw its rating due to:                  

                                         -    a decrease in the adequacy of the value of the trust assets or any  
                                              related credit enhancement,                                         

                                         -    an adverse change in the financial or other condition of a credit   
                                              enhancement provider, or                                            

                                         -    a change in the rating of the credit enhancement provider's         
                                              long-term debt.                                                     

                                    The amount, type, and nature of credit enhancement established for a class of 
                                    certificates will be determined on the basis of criteria established by each  
                                    rating agency rating classes of the certificates. These criteria are sometimes
                                    based upon an actuarial analysis of the behavior of similar loans in a larger 
                                    group. That analysis is often the basis upon which each rating agency         
                                    determines the amount of credit enhancement required for a class. The         
                                    historical data supporting any actuarial analysis may not accurately reflect  
                                    future experience, and the data derived from a large pool of similar loans may
                                    not accurately predict the delinquency, foreclosure, or loss experience of any
                                    particular pool of mortgage loans. Mortgaged properties may not retain their  
                                    values. If residential real estate markets experience an overall decline in   
                                    property values such that the outstanding principal balances of the loans held
                                    in a particular trust fund and any secondary financing on the related         
                                    mortgaged properties become equal to or greater than the value of the         
                                    mortgaged properties, the rates of delinquencies, foreclosures, and losses    
                                    could be higher than those now generally experienced in the mortgage lending  
                                    industry. In addition, adverse economic conditions may affect timely payment  
                                    by mortgagors on their loans whether or not the conditions affect real        
                                    property values and, accordingly, the rates of delinquencies, foreclosures,   
                                    and losses in any trust fund. Losses from this that are not covered by a      
                                    credit enhancement will be borne, at least in part, by the holders of one or  
                                    more classes of certificates.                                                 

BOOK-ENTRY REGISTRATION             Certificates issued in book-entry form may have only limited liquidity in the 
   Limit on Liquidity               resale market, since investors may be unwilling to purchase certificates for  
                                    which they cannot obtain physical instruments.                                

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   Limit on Ability to Transfer or  Transactions in book-entry certificates can be effected only through The      
   Pledge                           Depository Trust Company, its participating organizations, its indirect       
                                    participants, and certain banks. Therefore, your ability to transfer or pledge
                                    certificates issued in book-entry form may be limited.                        

   Delays in Distributions          You may experience some delay in the receipt of distributions on book-entry   
                                    certificates since the distributions will be forwarded by the trustee to The  
                                    Depository Trust Company for it to credit the accounts of its participants.   
                                    In turn, these participants will then credit the distributions to your        
                                    account either directly or indirectly through indirect participants.          

BANKRUPTCY OR INSOLVENCY MAY        The seller and the depositor will take steps to structure the transfer of the 
AFFECT THE TIMING AND AMOUNT OF     loans held in the trust fund by the seller to the depositor as a sale. The    
DISTRIBUTIONS ON THE CERTIFICATES   depositor and the trust fund will take steps to structure the transfer of the 
                                    loans from the depositor to the trust fund as a sale. If these                
                                    characterizations are correct, then if the seller were to become bankrupt, the
                                    loans would not be part of the seller's bankruptcy estate and would not be    
                                    available to the seller's creditors. On the other hand, if the seller becomes 
                                    bankrupt, its bankruptcy trustee or one of its creditors may attempt to       
                                    recharacterize the sale of the loans as a borrowing by the seller, secured by 
                                    a pledge of the loans. Presenting this position to a bankruptcy court could   
                                    prevent timely payments on the certificates and even reduce the payments on   
                                    the certificates. Similarly, if the characterizations of the transfers as     
                                    sales are correct, then if the depositor were to become bankrupt, the loans   
                                    would not be part of the depositor's bankruptcy estate and would not be       
                                    available to the depositor's creditors. On the other hand, if the depositor   
                                    becomes bankrupt, its bankruptcy trustee or one of its creditors may attempt  
                                    to recharacterize the sale of the loans as a borrowing by the depositor,      
                                    secured by a pledge of the loans. Presenting this position to a bankruptcy    
                                    court could prevent timely payments on the certificates and even reduce the   
                                    payments on the certificates.                                                 

                                    If the master servicer becomes bankrupt, the bankruptcy trustee may have the  
                                    power to prevent the appointment of a successor master servicer. The period   
                                    during which cash collections may be commingled with the master servicer's own
                                    funds before each distribution date for certificates will be specified in the 
                                    applicable prospectus supplement. If the master servicer becomes bankrupt and 
                                    cash collections have been commingled with the master servicer's own funds,   
                                    the trust fund may not have a perfected interest in those collections. In this
                                    case the trust might be an unsecured creditor of the master servicer as to the
                                    commingled funds and could recover only its share as a general creditor, which
                                    might be nothing. Collections that are not commingled but still in an account 
                                    of the master servicer might also be included in the bankruptcy estate of the 
                                    master servicer even though the trust may have a perfected security interest  
                                    in them. Their inclusion in the bankruptcy estate of the master servicer may  
                                    result in delays in payment and failure to pay amounts due on the             
                                    certificates.                                                                 

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Federal and state statutory provisions affording protection or relief to      
distressed borrowers may affect the ability of the secured mortgage lender to 
realize upon its security in other situations as well. For example, in a      
proceeding under the federal Bankruptcy Code, a lender may not foreclose on a 
mortgaged property without the permission of the bankruptcy court. And in     
certain instances a bankruptcy court may allow a borrower to reduce the       
monthly payments, change the rate of interest, and alter the mortgage loan    
repayment schedule for under collateralized mortgage loans. The effect of     
these types of proceedings can be to cause delays in receiving payments on the
loans underlying certificates and even to reduce the aggregate amount of      
payments on the loans underlying certificates.                                

Certain capitalized terms are used in this prospectus to assist you in        
understanding the terms of the certificates. The capitalized terms used in    
this prospectus are defined on the pages indicated under the caption "Index to
Defined Terms" on page 94.                                                    

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THE TRUST FUND* 

        This prospectus relates to Mortgage Pass-Through Certificates, which
may be sold from time to time in one or more series by the depositor, CWALT,    
Inc., on terms determined at the time of sale and described in this prospectus  
and the related prospectus supplement. Each series will be issued under a       
separate pooling and servicing agreement to be entered into with respect to each
series. The certificates of a series will evidence beneficial ownership of a    
trust fund. The trust fund for a series of certificates will include certain    
mortgage related assets (the "Mortgage Assets") consisting of                   

 -    a pool of first lien mortgage loans (or participation interests in
them) secured by one- to four-family residential properties,

   -    mortgage pass-through securities (the "Agency Securities") issued or
guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac or      

  -    other mortgage pass-through certificates or collateralized mortgage
        obligations (the "Private Mortgage-Backed Securities") evidencing an
     interest in, or secured by, mortgage loans of the type that would
otherwise be eligible to be mortgage loans.                 

The Mortgage Assets will be acquired by the depositor, either directly or       
indirectly, from one or more institutions, which may be affiliates of the       
depositor, and conveyed by the depositor to the related trust fund. The trustee 
for each series of certificates will be specified in the related prospectus     
supplement. See "The Pooling and Servicing Agreement" for a description of the  
trustee's rights and obligations. The entity or entities named as master        
servicer in the related prospectus supplement, which may be an affiliate of the 
depositor. See "The Pooling and Servicing Agreement -- Certain Matters Regarding
the Master Servicer and the Depositor." The mortgage loans will be secured by   
first mortgage liens on one- to four-family residential properties and, if so   
specified in the related prospectus supplement, may include cooperative         
apartment loans secured by security interests in shares issued by private,      
nonprofit, cooperative housing corporations and in the related proprietary      
leases or occupancy agreements granting exclusive rights to occupy specific     
dwelling units in the cooperatives' buildings. In addition, the Mortgage Assets 
of the related trust fund may include mortgage participation certificates       
evidencing interests in mortgage loans. The mortgage loans may be conventional  
loans (i.e., loans that are not insured or guaranteed by any governmental       
agency), insured by the FHA or partially guaranteed by the VA as specified in   
the related prospectus supplement. All or a portion of the mortgage loans in a  
mortgage pool may be insured by FHA insurance and may be partially guaranteed by
the VA.                                                                         

       The certificates will be entitled to payment from the assets of the
related trust fund or other assets pledged for the benefit of the holders of the
certificates as specified in the related prospectus supplement and will not be  
entitled to payments in respect of the assets of any other trust fund           
established by the depositor. The applicable prospectus supplement may specify  
the Mortgage Assets that a trust fund will consist of, but if it does not, the  
Mortgage Assets of any trust fund will consist of mortgage loans, Agency        
Securities or Private Mortgage-Backed Securities but not a combination of them. 
Mortgage loans acquired by the depositor will have been originated in accordance
with the underwriting criteria specified below under "Mortgage Loan Program --  
Underwriting Standards" or as otherwise described in a related prospectus       
supplement.                                                                     

        The following is a brief description of the Mortgage Assets expected
to be included in the trust funds. If specific information about the Mortgage   
Assets is not known at the time the related series of certificates initially is 
offered, more general information of the nature described below will be provided
in the related prospectus supplement, and specific information will be set forth
in a report on Form 8-K to be filed with the SEC within fifteen days after the  
initial issuance of the certificates. A maximum of 5% of the Mortgage Assets as 
they will be constituted at the time that the applicable detailed description of
Mortgage Assets is filed will deviate in any material respect from the Mortgage 
Asset pool characteristics described in the related prospectus supplement, other

----------                                                                      
*    Whenever the terms mortgage pool and certificates are used in this         
 prospectus, those terms will be considered to apply, unless the context
 indicates otherwise, to one specific mortgage pool and the certificates
    representing certain undivided interests in a single trust fund consisting
    primarily of the Mortgage Assets in the mortgage pool. Similarly, the term
pass-through rate will refer to the pass-through rate borne by the    
  certificate of one specific series and the term trust fund will refer to
one specific trust fund.                                              

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than the aggregate number or amount of mortgage loans. A schedule of the        
Mortgage Assets relating to the series will be attached to the pooling and      
servicing agreement delivered to the trustee upon delivery of the certificates. 

THE MORTGAGE LOANS -- GENERAL                                                   

     The real property that secures repayment of the mortgage loans is
referred to collectively as mortgaged properties. The mortgaged properties will 
be located in any one of the fifty states, the District of Columbia, Guam,      
Puerto Rico or any other territory of the United States. Mortgage loans with    
certain Loan-to-Value Ratios or certain principal balances or both may be       
covered wholly or partially by primary mortgage guaranty insurance policies. The
existence, extent and duration of coverage will be described in the applicable  
prospectus supplement.                                                          

     The applicable prospectus supplement may specify the day on which
monthly payments on the mortgage loans in a mortgage pool will be due, but if it
does not, all of the mortgage loans in a mortgage pool will have monthly        
payments due on the first day of each month. The payment terms of the mortgage  
loans to be included in a trust fund will be described in the related prospectus
supplement and may include any of the following features or combination thereof 
or other features described in the related prospectus supplement:               

   -    Interest may be payable at a fixed rate, a rate adjustable from time
   to time in relation to an index (which will be specified in the
        related prospectus supplement), a rate that is fixed for a period of
        time or under certain circumstances and is followed by an adjustable
        rate, a rate that otherwise varies from time to time, or a rate that
         is convertible from an adjustable rate to a fixed rate. Changes to an
          adjustable rate may be subject to periodic limitations, maximum rates,
       minimum rates or a combination of the limitations. Accrued interest
        may be deferred and added to the principal of a loan for the periods
  and under the circumstances as may be specified in the related
prospectus supplement.                                      

-    Principal may be payable on a level debt service basis to fully  
      amortize the mortgage loan over its term, may be calculated on the
          basis of an assumed amortization schedule that is significantly longer
     than the original term to maturity or on an interest rate that is
          different from the interest rate specified in its mortgage note or may
          not be amortized during all or a portion of the original term. Payment
  of all or a substantial portion of the principal may be due on
          maturity, called balloon payments. Principal may include interest that
        has been deferred and added to the principal balance of the mortgage
loan.                                                       

   -    Monthly payments of principal and interest may be fixed for the life
         of the mortgage loan, may increase over a specified period of time or
      may change from period to period. The terms of a mortgage loan may
      include limits on periodic increases or decreases in the amount of
          monthly payments and may include maximum or minimum amounts of monthly
payments.                                                   

  -    The mortgage loans generally may be prepaid at any time without the
 payment of any prepayment fee. If so specified in the related
          prospectus supplement, some prepayments of principal may be subject to
          a prepayment fee, which may be fixed for the life of the mortgage loan
       or may decline over time, and may be prohibited for the life of the
  mortgage loan or for certain periods, which are called lockout
periods. Certain mortgage loans may permit prepayments after
   expiration of the applicable lockout period and may require the
 payment of a prepayment fee in connection with any subsequent
   prepayment. Other mortgage loans may permit prepayments without
       payment of a fee unless the prepayment occurs during specified time
        periods. The loans may include "due-on-sale" clauses that permit the
         mortgagee to demand payment of the entire mortgage loan in connection
         with the sale or certain transfers of the related mortgaged property.
     Other mortgage loans may be assumable by persons meeting the then
applicable underwriting standards of the seller.            

          A trust fund may contain buydown loans that include provisions whereby
a third party partially subsidizes the monthly payments of the obligors on the  
mortgage loans during the early years of the mortgage loans, the difference to  
be made up from a buydown fund contributed by the third party at the time of    
origination of the mortgage loan. A buydown fund will be in an amount equal     
either to the discounted value or full aggregate amount of future payment       
subsidies. Thereafter, buydown funds are applied to the applicable mortgage loan
upon receipt by the master servicer of the mortgagor's portion of the monthly   
payment on the mortgage loan. The master servicer administers the buydown fund  
to ensure that the monthly allocation from the buydown fund combined with the   
monthly payment received from the mortgagor equals the scheduled monthly payment
on the applicable mortgage                                                      

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loan. The underlying assumption of buydown plans is that the income of the      
mortgagor will increase during the buydown period as a result of normal         
increases in compensation and inflation, so that the mortgagor will be able to  
meet the full mortgage payments at the end of the buydown period. To the extent 
that this assumption as to increased income is not fulfilled, the possibility of
defaults on buydown loans is increased.                                         

          Each prospectus supplement will contain information, as of the date of
the prospectus supplement and to the extent then specifically known to the      
depositor, with respect to the mortgage loans contained in the related mortgage 
pool, including                                                                 

-    the aggregate outstanding principal balance and the average      
       outstanding principal balance of the mortgage loans as of the first
         day of the month of issuance of the related series of certificates or
        another date specified in the related prospectus supplement called a
cut-off date,                                               

-    the type of property securing the mortgage loans (e.g., separate 
     residential properties, individual units in condominium apartment
        buildings or in buildings owned by cooperatives, vacation and second
homes),                                                     

-    the original terms to maturity of the mortgage loans,            

  -    the largest principal balance and the smallest principal balance of
any of the mortgage loans,                                  

   -    the earliest origination date and latest maturity date of any of the
mortgage loans,                                             

     -    the aggregate principal balance of mortgage loans having Loan-to-Value
Ratios at origination exceeding 80%,                        

-    the maximum and minimum per annum mortgage rates and             

-    the geographical distribution of the mortgage loans.             

         If specific information respecting the mortgage loans is not known to
the depositor at the time the related certificates are initially offered, more  
general information of the nature described above will be provided in the       
detailed description of Mortgage Assets.                                        

         The "Loan-to-Value Ratio" of a mortgage loan at any given time is the
fraction, expressed as a percentage, the numerator of which is the original     
principal balance of the related mortgage loan and the denominator of which is  
the collateral value of the related mortgaged property. The applicable          
prospectus supplement may specify how the collateral value of a mortgaged       
property will be calculated, but if it does not, the collateral value of a      
mortgaged property is the lesser of the sales price for the property and the    
appraised value determined in an appraisal obtained by the originator at        
origination of the mortgage loan.                                               

          No assurance can be given that values of the mortgaged properties have
remained or will remain at their levels on the dates of origination of the      
related mortgage loans. If the residential real estate market should experience 
an overall decline in property values such that the outstanding principal       
balances of the mortgage loans, and any secondary financing on the mortgaged    
properties, in a particular mortgage pool become equal to or greater than the   
value of the mortgaged properties, the actual rates of delinquencies,           
foreclosures and losses could be higher than those now generally experienced in 
the mortgage lending industry. In addition, adverse economic conditions and     
other factors (which may or may not affect real property values) may affect the 
timely payment by mortgagors of scheduled payments of principal and interest on 
the mortgage loans and, accordingly, the actual rates of delinquencies,         
foreclosures and losses with respect to any mortgage pool. To the extent that   
the losses are not covered by subordination provisions or alternative           
arrangements, the losses will be borne, at least in part, by the holders of the 
certificates of the related series.                                             

        The depositor will cause the mortgage loans comprising each mortgage
pool to be assigned to the trustee named in the related prospectus supplement   
for the benefit of the certificateholders of the related series. The master     
servicer named in the related prospectus supplement will service the mortgage   
loans, either directly or through sub-servicers, pursuant to the pooling and    
servicing agreement, and will receive a fee for its services. See "Mortgage Loan
Program" and "The Pooling and Servicing Agreement." With respect to mortgage    
loans serviced by the                                                           

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master servicer through a sub-servicer, the master servicer will remain liable  
for its servicing obligations under the related pooling and servicing agreement 
as if the master servicer alone were servicing the mortgage loans.              

   The applicable prospectus supplement may provide for additional
obligations of the depositor, but if it does not, the only obligations of the   
depositor with respect to a series of certificates will be to obtain certain    
representations and warranties from the sellers and to assign to the trustee for
the series of certificates the depositor's rights with respect to the           
representations and warranties. See "The Pooling and Servicing Agreement --     
Assignment of Mortgage Assets." The obligations of the master servicer with     
respect to the mortgage loans will consist principally of its contractual       
servicing obligations under the related pooling and servicing agreement         
(including its obligation to enforce the obligations of the sub-servicers or    
sellers, or both, as more fully described under "Mortgage Loan Program --       
Representations by Sellers; Repurchases") and its obligation to make cash       
advances upon delinquencies in payments on or with respect to the mortgage loans
in the amounts described under "Description of the Certificates -- Advances."   
The obligations of the master servicer to make advances may be subject to       
limitations, to the extent provided in this prospectus and in the related       
prospectus supplement. The master servicer may also be a seller in which case a 
breach of its obligations in one capacity will not constitute a breach of its   
obligations in the other capacity.                                              

        The mortgage loans will consist of mortgage loans, deeds of trust or
participations or other beneficial interests therein, secured by first liens on 
one- to four-family residential properties and, if so specified in the related  
prospectus supplement, may include cooperative apartment loans secured by       
security interests in shares issued by private, non-profit, cooperative housing 
corporations and in the related proprietary leases or occupancy agreements      
granting exclusive rights to occupy specific dwelling units in the cooperatives'
buildings. In addition, Mortgage Assets of the related trust fund may include   
mortgage participation certificates evidencing interests in mortgage loans.     
These loans may be conventional loans (i.e., loans that are not insured or      
guaranteed by any governmental agency) or loans insured by the FHA or partially 
guaranteed by the VA, as specified in the related prospectus supplement. The    
mortgaged properties relating to mortgage loans will consist of detached or     
semi-detached one-family dwelling units, two- to four-family dwelling units,    
townhouses, rowhouses, individual condominium units, individual units in planned
unit developments and certain other dwelling units. The mortgaged properties may
include vacation and second homes, investment properties and leasehold          
interests. In the case of leasehold interests, the applicable prospectus        
supplement may specify that the term of the leasehold may be less than five     
years beyond the scheduled maturity of the mortgage loan, but if it does not,   
the term of the leasehold will exceed the scheduled maturity of the mortgage    
loan by at least five years.                                                    

AGENCY SECURITIES                                                               

          Government National Mortgage Association. Ginnie Mae is a wholly-owned
corporate instrumentality of the United States with the United States Department
of Housing and Urban Development. Section 306(g) of Title II of the National    
Housing Act of 1934, as amended, authorizes Ginnie Mae to guarantee the timely  
payment of the principal of and interest on certificates that represent an      
interest in a pool of mortgage loans insured by the FHA under the National      
Housing Act of 1934 or Title V of the Housing Act of 1949, or partially         
guaranteed by the VA under the Servicemen's Readjustment Act of 1944, as        
amended, or Chapter 37 of Title 38, United States Code.                         

         Section 306(g) of the National Housing Act of 1934 provides that "the
full faith and credit of the United States is pledged to the payment of all     
amounts which may be required to be paid under any guaranty under this          
subsection." In order to meet its obligations under that guaranty, Ginnie Mae   
may, under Section 306(d) of the National Housing Act of 1934, borrow from the  
United States Treasury in an unlimited amount which is at any time sufficient to
enable Ginnie Mae to perform its obligations under its guarantee.               

        Ginnie Mae Certificates. Each Ginnie Mae certificate held in a trust
fund will be a "fully modified pass-through" mortgage backed certificate issued 
and serviced by a Ginnie Mae issuer approved by Ginnie Mae or by Fannie Mae as a
seller-servicer of FHA loans or VA loans. The Ginnie Mae certificates may be    
issued under either the Ginnie Mae I program or the Ginnie Mae II program. The  
mortgage loans underlying the Ginnie Mae certificates will consist of FHA loans 
or VA loans. Each mortgage loan is secured by a one-to four-family or           
multifamily residential property. Ginnie Mae will approve the issuance of each  
Ginnie Mae certificate in accordance with a guaranty agreement between Ginnie   
Mae and the Ginnie Mae issuer. Pursuant to its guaranty agreement, a Ginnie Mae 
issuer will be required to advance its own funds in order to make timely        
payments of all                                                                 

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amounts due on each Ginnie Mae certificate if the payments received by the      
Ginnie Mae issuer on the FHA loans or VA loans underlying each Ginnie Mae       
certificate are less than the amounts due on each Ginnie Mae certificate.       

    The full and timely payment of principal of and interest on each
Ginnie Mae certificate will be guaranteed by Ginnie Mae, which obligation is    
backed by the full faith and credit of the United States. Each Ginnie Mae       
certificate will have an original maturity of not more than 30 years (but may   
have original maturities of substantially less than 30 years). Each Ginnie Mae  
certificate will be based on and backed by a pool of FHA loans or VA loans      
secured by one to four-family residential properties and will provide for the   
payment by or on behalf of the Ginnie Mae issuer to the registered holder of the
Ginnie Mae certificate of scheduled monthly payments of principal and interest  
equal to the registered holder's proportionate interest in the aggregate amount 
of the monthly principal and interest payment on each FHA loan or VA loan       
underlying the Ginnie Mae certificate, less the applicable servicing and        
guaranty fee, which together equal the difference between the interest on the   
FHA loan or VA loan and the pass-through rate on the Ginnie Mae certificate. In 
addition, each payment will include proportionate pass-through payments of any  
prepayments of principal on the FHA loans or VA loans underlying the Ginnie Mae 
certificate and liquidation proceeds upon a foreclosure or other disposition of 
the FHA loans or VA loans.                                                      

         If a Ginnie Mae issuer is unable to make the payments on a Ginnie Mae
certificate as it becomes due, it must promptly notify Ginnie Mae and request   
Ginnie Mae to make the payment. Upon notification and request, Ginnie Mae will  
make the payments directly to the registered holder of the Ginnie Mae           
certificate. If no payment is made by a Ginnie Mae issuer and the Ginnie Mae    
issuer fails to notify and request Ginnie Mae to make the payment, the holder of
the Ginnie Mae certificate will have recourse only against Ginnie Mae to obtain 
the payment. The trustee or its nominee, as registered holder of the Ginnie Mae 
certificates held in a trust fund, will have the right to proceed directly      
against Ginnie Mae under the terms of the guaranty agreements relating to the   
Ginnie Mae certificates for any amounts that are not paid when due.             

       All mortgage loans underlying a particular Ginnie Mae I certificate
must have the same interest rate over the term of the loan, except in pools of  
mortgage loans secured by manufactured homes. The interest rate on the Ginnie   
Mae I certificate will equal the interest rate on the mortgage loans included in
the pool of mortgage loans underlying the Ginnie Mae I certificate, less        
one-half percentage point per annum of the unpaid principal balance of the      
mortgage loans.                                                                 

        Mortgage loans underlying a particular Ginnie Mae II certificate may
have per annum interest rates that vary from each other by up to one percentage 
point. The interest rate on each Ginnie Mae II certificate will be between one  
half percentage point and one and one-half percentage points lower than the     
highest interest rate on the mortgage loans included in the pool of mortgage    
loans underlying the Ginnie Mae II certificate, except for pools of mortgage    
loans secured by manufactured homes.                                            

       Regular monthly installment payments on each Ginnie Mae certificate
held in a trust fund will be comprised of interest due as specified on the      
Ginnie Mae certificate plus the scheduled principal payments on the FHA loans or
VA loans underlying the Ginnie Mae certificate due on the first day of the month
in which the scheduled monthly installments on the Ginnie Mae certificate are   
due. The regular monthly installments on each Ginnie Mae certificate are        
required to be paid to the trustee as registered holder by the 15th day of each 
month in the case of a Ginnie Mae I certificate and are required to be mailed to
the trustee by the 20th day of each month in the case of a Ginnie Mae II        
certificate. Any principal prepayments on any FHA loans or VA loans underlying a
Ginnie Mae certificate held in a trust fund or any other early recovery of      
principal on the loans will be passed through to the trustee as the registered  
holder of the Ginnie Mae certificate.                                           

       Ginnie Mae certificates may be backed by graduated payment mortgage
loans or by buydown loans for which funds will have been provided (and deposited
into escrow accounts) for application to the payment of a portion of the        
borrowers' monthly payments during the early years of the mortgage loan.        
Payments due the registered holders of Ginnie Mae certificates backed by pools  
containing buydown loans will be computed in the same manner as payments derived
from other Ginnie Mae certificates and will include amounts to be collected from
both the borrower and the related escrow account. The graduated payment mortgage
loans will provide for graduated interest payments that, during the early years 
of the mortgage loans, will be less than the amount of stated interest on the   
mortgage loans. The interest not so paid will be added to the principal of the  
graduated payment mortgage loans and, together with interest on them, will be   
paid in subsequent years. The obligations of Ginnie Mae and of a Ginnie Mae     
issuer will be the same irrespective of whether the Ginnie Mae certificates are 
backed by                                                                       

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graduated payment mortgage loans or buydown loans. No statistics comparable to  
the FHA's prepayment experience on level payment, non-buydown mortgage loans are
available for graduated payment or buydown loans. Ginnie Mae certificates       
related to a series of certificates may be held in book-entry form.             

         The Ginnie Mae certificates included in a trust fund, and the related
underlying mortgage loans, may have characteristics and terms different from    
those described above. Any different characteristics and terms will be described
in the related prospectus supplement.                                           

      Federal Home Loan Mortgage Corporation. Freddie Mac is a corporate
instrumentality of the United States created pursuant to Title III of the       
Emergency Home Finance Act of 1970, as amended. The common stock of Freddie Mac 
is owned by the Federal Home Loan Banks and its preferred stock is owned by     
stockholders of the Federal Home Loan Banks. Freddie Mac was established        
primarily to increase the availability of mortgage credit to finance urgently   
needed housing. It seeks to provide an enhanced degree of liquidity for         
residential mortgage investments primarily by assisting in the development of   
secondary markets for conventional mortgages. The principal activity of Freddie 
Mac currently consists of the purchase of first lien conventional mortgage loans
or participation interests in mortgage loans and the sale of the mortgage loans 
or participations so purchased in the form of mortgage securities, primarily    
mortgage participation certificates issued and either guaranteed as to timely   
payment of interest or guaranteed as to timely payment of interest and ultimate 
payment of principal by Freddie Mac. Freddie Mac is confined to purchasing, so  
far as practicable, mortgage loans that it deems to be of such quality, type and
class as to meet generally the purchase standards imposed by private            
institutional mortgage investors.                                               

        Freddie Mac Certificates. Each Freddie Mac certificate represents an
undivided interest in a pool of mortgage loans that may consist of first lien   
conventional loans, FHA loans or VA loans. Freddie Mac certificates are sold    
under the terms of a Mortgage Participation Certificate Agreement. A Freddie Mac
certificate may be issued under either Freddie Mac's Cash Program or Guarantor  
Program.                                                                        

          Mortgage loans underlying the Freddie Mac certificates held by a trust
fund will consist of mortgage loans with original terms to maturity of between  
10 and 40 years. Each mortgage loan must meet the applicable standards set forth
in the Emergency Home Finance Act of 1970. A Freddie Mac certificate group may  
include whole loans, participation interests in whole loans and undivided       
interests in whole loans and participations comprising another Freddie Mac      
certificate group. Under the Guarantor Program, a Freddie Mac certificate group 
may include only whole loans or participation interests in whole loans.         

     Freddie Mac guarantees to each registered holder of a Freddie Mac
certificate the timely payment of interest on the underlying mortgage loans to  
the extent of the applicable certificate interest rate on the registered        
holder's pro rata share of the unpaid principal balance outstanding on the      
underlying mortgage loans in the Freddie Mac certificate group represented by   
the Freddie Mac certificate, whether or not received. Freddie Mac also          
guarantees to each registered holder of a Freddie Mac certificate collection by 
the holder of all principal on the underlying mortgage loans, without any offset
or deduction, to the extent of the holder's pro rata share of it, but does not, 
except if and to the extent specified in the related prospectus supplement for a
series of certificates, guarantee the timely payment of scheduled principal.    
Under Freddie Mac's Gold PC Program, Freddie Mac guarantees the timely payment  
of principal based on the difference between the pool factor published in the   
month preceding the month of distribution and the pool factor published in the  
month of distribution. Pursuant to its guaranties, Freddie Mac indemnifies      
holders of Freddie Mac certificates against any diminution in principal from    
charges for property repairs, maintenance and foreclosure. Freddie Mac may remit
the amount due on account of its guaranty of collection of principal at any time
after default on an underlying mortgage loan, but not later than 30 days        
following foreclosure sale, 30 days following payment of the claim by any       
mortgage insurer or 30 days following the expiration of any right of redemption,
whichever occurs later, but in any event no later than one year after demand has
been made upon the mortgagor for accelerated payment of principal. In taking    
actions regarding the collection of principal after default on the mortgage     
loans underlying Freddie Mac certificates, including the timing of demand for   
acceleration, Freddie Mac reserves the right to exercise its judgment with      
respect to the mortgage loans in the same manner as for mortgage loans that it  
has purchased but not sold. The length of time necessary for Freddie Mac to     
determine that a mortgage loan should be accelerated varies with the particular 
circumstances of each mortgagor, and Freddie Mac has not adopted standards which
require that the demand be made within any specified period.                    

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          Freddie Mac certificates are not guaranteed by the United States or by
any Federal Home Loan Bank and do not constitute debts or obligations of the    
United States or any Federal Home Loan Bank. The obligations of Freddie Mac     
under its guaranty are obligations solely of Freddie Mac and are not backed by, 
or entitled to, the full faith and credit of the United States. If Freddie Mac  
were unable to satisfy its obligations, distributions to holders of Freddie Mac 
certificates would consist solely of payments and other recoveries on the       
underlying mortgage loans and, accordingly, monthly distributions to holders of 
Freddie Mac certificates would be affected by delinquent payments and defaults  
on the mortgage loans.                                                          

          Registered holders of Freddie Mac certificates are entitled to receive
their monthly pro rata share of all principal payments on the underlying        
mortgage loans received by Freddie Mac, including any scheduled principal       
payments, full and partial prepayments of principal and principal received by   
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,   
and repurchases of the mortgage loans by Freddie Mac or their seller. Freddie   
Mac is required to remit each registered Freddie Mac certificateholder's pro    
rata share of principal payments on the underlying mortgage loans, interest at  
the Freddie Mac pass-through rate and any other sums such as prepayment fees,   
within 60 days of the date on which the payments are deemed to have been        
received by Freddie Mac.                                                        

          Under Freddie Mac's Cash Program, there is no limitation on the amount
by which interest rates on the mortgage loans underlying a Freddie Mac          
certificate may exceed the pass-through rate on the Freddie Mac certificate.    
Under that program, Freddie Mac purchases groups of whole mortgage loans from   
sellers at specified percentages of their unpaid principal balances, adjusted   
for accrued or prepaid interest, which when applied to the interest rate of the 
mortgage loans and participations purchased results in the yield required by    
Freddie Mac. The required yield, which includes a minimum servicing fee retained
by the servicer, is calculated using the outstanding principal balance. The     
range of interest rates on the mortgage loans and participations in a Freddie   
Mac certificate group under the Cash Program will vary since mortgage loans and 
participations are purchased and assigned to a Freddie Mac certificate group    
based upon their yield to Freddie Mac rather than on the interest rate on the   
underlying mortgage loans. Under Freddie Mac's Guarantor Program, the           
pass-through rate on a Freddie Mac certificate is established based upon the    
lowest interest rate on the underlying mortgage loans, minus a minimum servicing
fee and the amount of Freddie Mac's management and guaranty income as agreed    
upon between the seller and Freddie Mac.                                        

         Freddie Mac certificates duly presented for registration of ownership
on or before the last business day of a month are registered effective as of the
first day of the month. The first remittance to a registered holder of a Freddie
Mac certificate will be distributed so as to be received normally by the 15th   
day of the second month following the month in which the purchaser became a     
registered holder of the Freddie Mac certificate. Thereafter, the remittance    
will be distributed monthly to the registered holder so as to be received       
normally by the 15th day of each month. The Federal Reserve Bank of New York    
maintains book-entry accounts for Freddie Mac certificates sold by Freddie Mac  
on or after January 2, 1985, and makes payments of principal and interest each  
month to their registered holders in accordance with the holders' instructions. 

    Federal National Mortgage Association. Fannie Mae is a federally
chartered and privately owned corporation organized and existing under the      
Federal National Mortgage Association Charter Act, as amended. Fannie Mae was   
originally established in 1938 as a United States government agency to provide  
supplemental liquidity to the mortgage market and was transformed into a        
stockholder owned and privately-managed corporation by legislation enacted in   
1968.                                                                           

 Fannie Mae provides funds to the mortgage market primarily by
purchasing mortgage loans from lenders, thereby replenishing their funds for    
additional lending. Fannie Mae acquires funds to purchase mortgage loans from   
many capital market investors that may not ordinarily invest in mortgages,      
thereby expanding the total amount of funds available for housing. Operating    
nationwide, Fannie Mae helps to redistribute mortgage funds from capital-surplus
to capital-short areas.                                                         

       Fannie Mae Certificates. These are guaranteed mortgage pass-through
certificates issued and guaranteed as to timely payment of principal and        
interest by Fannie Mae representing fractional undivided interests in a pool of 
mortgage loans formed by Fannie Mae. Each mortgage loan must meet the applicable
standards of the Fannie Mae purchase program. Mortgage loans comprising a pool  
are either provided by Fannie Mae from its own portfolio or purchased pursuant  
to the criteria of the Fannie Mae purchase program.                             

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          Mortgage loans underlying Fannie Mae certificates held by a trust fund
will consist of conventional mortgage loans, FHA loans or VA loans. Original    
maturities of substantially all of the conventional, level payment mortgage     
loans underlying a Fannie Mae certificate are expected to be between either 8 to
15 years or 20 to 40 years. The original maturities of substantially all of the 
fixed rate, level payment FHA loans or VA loans are expected to be 30 years.    
Mortgage loans underlying a Fannie Mae certificate may have annual interest     
rates that vary by as much as two percentage points from each other. The rate of
interest payable on a Fannie Mae certificate is equal to the lowest interest    
rate of any mortgage loan in the related pool, less a specified minimum annual  
percentage representing servicing compensation and Fannie Mae's guaranty fee.   
Under a regular servicing option, the annual interest rates on the mortgage     
loans underlying a Fannie Mae certificate will be between 50 basis points and   
250 basis points greater than is its annual pass through rate. Under this option
the mortgagee or each other servicer assumes the entire risk of foreclosure     
losses. Under a special servicing option, the annual interest rates on the      
mortgage loans underlying a Fannie Mae certificate will generally be between 55 
basis points and 255 basis points greater than the annual Fannie Mae certificate
pass-through rate. Under this option Fannie Mae assumes the entire risk for     
foreclosure losses. If specified in the related prospectus supplement, Fannie   
Mae certificates may be backed by adjustable rate mortgages.                    

   Fannie Mae guarantees to each registered holder of a Fannie Mae
certificate that it will distribute amounts representing the holder's           
proportionate share of scheduled principal and interest payments at the         
applicable pass through rate provided for by the Fannie Mae certificate on the  
underlying mortgage loans, whether or not received, and the holder's            
proportionate share of the full principal amount of any foreclosed or other     
finally liquidated mortgage loan, whether or not the principal amount is        
actually recovered. The obligations of Fannie Mae under its guaranties are      
obligations solely of Fannie Mae and are not backed by, or entitled to, the full
faith and credit of the United States. Although the Secretary of the Treasury of
the United States has discretionary authority to lend Fannie Mae up to $2.25    
billion outstanding at any time, neither the United States nor any of its       
agencies is obligated to finance Fannie Mae's operations or to assist Fannie Mae
in any other manner. If Fannie Mae were unable to satisfy its obligations,      
distributions to holders of Fannie Mae certificates would consist solely of     
payments and other recoveries on the underlying mortgage loans and, accordingly,
monthly distributions to holders of Fannie Mae certificates would be affected by
delinquent payments and defaults on the mortgage loans.                         

 Except for Fannie Mae certificates backed by pools containing
graduated payment mortgage loans or mortgage loans secured by multifamily       
projects, Fannie Mae certificates evidencing interests in pools of mortgage     
loans formed on or after May 1, 1985 are available in book-entry form only.     
Distributions of principal and interest on each Fannie Mae certificate will be  
made by Fannie Mae on the 25th day of each month to the persons in whose name   
the Fannie Mae certificate is entered in the books of the Federal Reserve Banks 
or registered on the Fannie Mae certificate register as of the close of business
on the last day of the preceding month. Distributions on Fannie Mae certificates
issued in book-entry form will be made by wire. Distributions on fully          
registered Fannie Mae certificates will be made by check.                       

         The Fannie Mae certificates included in a trust fund, and the related
underlying mortgage loans, may have characteristics and terms different from    
those described above. Any different characteristics and terms will be described
in the related prospectus supplement.                                           

         Stripped Mortgage-Backed Securities. Agency Securities may consist of
one or more stripped mortgage-backed securities, each as described in this      
prospectus and in the related prospectus supplement. Each Agency Security will  
represent an undivided interest in all or part of either the principal          
distributions (but not the interest distributions) or the interest distributions
(but not the principal distributions), or in some specified portion of the      
principal and interest distributions (but not all the distributions) on certain 
Freddie Mac, Fannie Mae or Ginnie Mae certificates. The underlying securities   
will be held under a trust agreement by Freddie Mac, Fannie Mae or Ginnie Mae,  
each as trustee, or by another trustee named in the related prospectus          
supplement. The applicable prospectus supplement may specify that Freddie Mac,  
Fannie Mae or Ginnie Mae will not guarantee each stripped Agency Security to the
same extent it guarantees the underlying securities backing the stripped Agency 
Security, but if it does not, then Freddie Mac, Fannie Mae or Ginnie Mae will   
guarantee each stripped Agency Security to the same extent it guarantees the    
underlying securities backing the stripped Agency Security.                     

   Other Agency Securities. If specified in the related prospectus
supplement, a trust fund may include other mortgage pass-through certificates   
issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. The              

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characteristics of those mortgage pass-through certificates will be described in
the prospectus supplement. If so specified, a combination of different types of 
Agency Securities may be held in a trust fund.                                  

PRIVATE MORTGAGE-BACKED SECURITIES                                              

Private Mortgage-Backed Securities may consist of mortgage  
pass-through certificates or participation certificates evidencing an undivided 
interest in a pool of mortgage loans or collateralized mortgage obligations     
secured by mortgage loans. Private Mortgage-Backed Securities may include       
stripped mortgage-backed securities representing an undivided interest in all or
a part of either the principal distributions (but not the interest              
distributions) or the interest distributions (but not the principal             
distributions) or in some specified portion of the principal and interest       
distributions (but not all the distributions) on certain mortgage loans. Private
Mortgage-Backed Securities will have been issued pursuant to a pooling and      
servicing agreement, an indenture or similar agreement. The applicable          
prospectus supplement may provide that the seller/servicer of the underlying    
mortgage loans will not have entered into a pooling and servicing agreement with
a private trustee, but if it does not, the seller/servicer of the underlying    
mortgage loans will have entered into the pooling and servicing agreement with a
private trustee. The private trustee or its agent, or a custodian, will possess 
the mortgage loans underlying the Private Mortgage-Backed Security. Mortgage    
loans underlying a Private Mortgage-Backed Security will be serviced by a       
private servicer directly or by one or more subservicers who may be subject to  
the supervision of the private servicer.                                        

  The issuer of the Private Mortgage-Backed Securities will be a
financial institution or other entity engaged generally in the business of      
mortgage lending, a public agency or instrumentality of a state, local or       
federal government, or a limited purpose corporation organized for the purpose  
of, among other things, establishing trusts and acquiring and selling housing   
loans to the trusts and selling beneficial interests in the trusts. If so       
specified in the related prospectus supplement, the issuer of Private           
Mortgage-Backed Securities may be an affiliate of the depositor. The obligations
of the issuer of Private Mortgage-Backed Securities will generally be limited to
certain representations and warranties with respect to the assets conveyed by it
to the related trust fund. The issuer of Private Mortgage-Backed Securities will
not have guaranteed any of the assets conveyed to the related trust fund or any 
of the Private Mortgage-Backed Securities issued under the pooling and servicing
agreement. Additionally, although the mortgage loans underlying the Private     
Mortgage-Backed Securities may be guaranteed by an agency or instrumentality of 
the United States, the Private Mortgage-Backed Securities themselves will not be
so guaranteed.                                                                  

       Distributions of principal and interest will be made on the Private
Mortgage-Backed Securities on the dates specified in the related prospectus     
supplement. The Private Mortgage-Backed Securities may be entitled to receive   
nominal or no principal distributions or nominal or no interest distributions.  
Principal and interest distributions will be made on the Private Mortgage-Backed
Securities by the private trustee or the private servicer. The issuer of Private
Mortgage-Backed Securities or the private servicer may have the right to        
repurchase assets underlying the Private Mortgage-Backed Securities after a     
certain date or under other circumstances specified in the related prospectus   
supplement.                                                                     

        The mortgage loans underlying the Private Mortgage-Backed Securities
may consist of fixed rate, level payment, fully amortizing loans or graduated   
payment mortgage loans, buydown loans, adjustable rate mortgage loans or loans  
having balloon or other special payment features. The mortgage loans may be     
secured by single family property or multifamily property or by an assignment of
the proprietary lease or occupancy agreement relating to a specific dwelling    
within a cooperative and the related shares issued by the cooperative.          

   The prospectus supplement for a series for which the trust fund
includes Private Mortgage-Backed Securities will specify                        

 -    the aggregate approximate principal amount and type of the Private
Mortgage-Backed Securities to be included in the trust fund;

-    certain characteristics of the mortgage loans that comprise the  
          underlying assets for the Private Mortgage-Backed Securities including

-    the payment features of the mortgage loans,            

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  -    the approximate aggregate principal balance, if known, of
               underlying mortgage loans insured or guaranteed by a governmental
entity,                                           

         -    the servicing fee or range of servicing fees with respect to the
mortgage loans and                                

    -    the minimum and maximum stated maturities of the underlying
mortgage loans at origination;                    

-    the maximum original term-to-stated maturity of the Private      
Mortgage-Backed Securities;                                 

-    the weighted average term-to stated maturity of the Private      
Mortgage-Backed Securities;                                 

  -    the pass-through or certificate rate of the Private Mortgage-Backed
Securities;                                                 

   -    the weighted average pass-through or certificate rate of the Private
Mortgage-Backed Securities;                                 

     -    the issuer of Private Mortgage-Backed Securities, the private servicer
        (if other than the issuer of Private Mortgage-Backed Securities) and
   the private trustee for the Private Mortgage-Backed Securities;

-    certain characteristics of credit support, if any, the as reserve
 funds, insurance policies, surety bonds, letters of credit or
    guaranties relating to the mortgage loans underlying the Private
Mortgage-Backed Securities or to the Private Mortgage-Backed
Securities themselves;                                      

-    the terms on which the underlying mortgage loans for the Private 
    Mortgage-Backed Securities may, or are required to, be purchased
      before their stated maturity or the stated maturity of the Private
Mortgage-Backed Securities; and                             

-    the terms on which mortgage loans may be substituted for those   
 originally underlying the Private Mortgage-Backed Securities.

       Private Mortgage-Backed Securities included in the trust fund for a
series of certificates that were issued by an issuer of Private Mortgage-Backed 
Securities that is not affiliated with the depositor must be acquired in bona   
fide secondary market transactions or either have been previously registered    
under the Securities Act of 1933 or have been held for at least the holding     
period required to be eligible for sale under Rule 144(k) under the Securities  
Act of 1933.                                                                    

PRE-FUNDING                                                                     

    If stated in the related prospectus supplement, a portion of the
issuance proceeds of the certificates of a particular series will be deposited  
in a pre-funding account to be established with the trustee, which will be used 
to acquire additional mortgage assets from time to time during the time period  
specified in the related prospectus supplement. Prior to the investment of      
amounts on deposit in the related pre-funding account in additional mortgage    
assets, those amounts may be invested in one or more permitted investments, or  
other investments that may be specified in the related prospectus supplement.   
Additional mortgage assets that are purchased with amounts on deposit in a      
pre-funding account will be required to satisfy certain eligibility criteria    
more fully set forth in the related prospectus supplement. The eligibility      
criteria for additional mortgage assets will be consistent with the eligibility 
criteria of the mortgage assets included in the related trust fund as of the    
related closing date, subject to the exceptions that are stated in the related  
prospectus supplement. Although the specific parameters of a pre-funding account
with respect to any issuance of certificates will be specified in the related   
prospectus supplement, it is anticipated that:                                  

-    the period during which additional mortgage assets may be purchased from   
  amounts on deposit in the related pre-funding account will not exceed 90
days from the related closing date; and                               

-    the additional mortgage assets to be acquired by the related trust fund    
    will be subject to the same representations and warranties as the mortgage
assets included in the related trust fund on the related closing date,
although additional criteria may also be required to be satisfied, as 
described in the related prospectus supplement.                       

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SUBSTITUTION OF MORTGAGE ASSETS                                                 

      Substitution of Mortgage Assets will be permitted upon breaches of
representations and warranties with respect to any original Mortgage Asset or if
the documentation with respect to any Mortgage Asset is determined by the       
trustee to be incomplete. The period during which the substitution will be      
permitted generally will be indicated in the related prospectus supplement. The 
related prospectus supplement will describe any other conditions upon which     
Mortgage Assets may be substituted for Mortgage Assets initially included in the
trust fund.                                                                     

AVAILABLE INFORMATION                                                           

       The depositor has filed with the SEC a Registration Statement under
the Securities Act of 1933, as amended, covering the certificates. This         
prospectus, which forms a part of the Registration Statement, and the prospectus
supplement relating to each series of certificates contain summaries of the     
material terms of the documents referred to in this prospectus and in the       
prospectus supplement, but do not contain all of the information in the         
Registration Statement pursuant to the rules and regulations of the SEC. For    
further information, reference is made to the Registration Statement and its    
exhibits. The Registration Statement and exhibits can be inspected and copied at
prescribed rates at the public reference facilities maintained by the SEC at its
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may    
obtain information on the operation of the Public Reference Room by calling the 
SEC at 1-800-SEC-0330. The SEC maintains an Internet Web site that contains     
reports, information statements and other information regarding the registrants 
that file electronically with the SEC, including the depositor. The address of  
that Internet Web site is http://www.sec.gov.                                   

   This prospectus and any applicable prospectus supplement do not
constitute an offer to sell or a solicitation of an offer to buy any securities 
other than the certificates offered by this prospectus and the prospectus       
supplement nor an offer of the certificates to any person in any state or other 
jurisdiction in which the offer would be unlawful.                              

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                                 

          All documents filed for the trust fund referred to in the accompanying
prospectus supplement after the date of this prospectus and before the end of   
the related offering with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) 
of the Securities Exchange Act of 1934, as amended, are incorporated by         
reference in this prospectus and are a part of this prospectus from the date of 
their filing. Any statement contained in a document incorporated by reference in
this prospectus is modified or superseded for all purposes of this prospectus to
the extent that a statement contained in this prospectus (or in the accompanying
prospectus supplement) or in any other subsequently filed document that also is 
incorporated by reference differs from that statement. Any statement so modified
or superseded shall not, except as so modified or superseded, constitute a part 
of this prospectus.                                                             

          The trustee on behalf of any trust fund will provide without charge to
each person to whom this prospectus is delivered, on the person's written or    
oral request, a copy of any or all of the documents referred to above that have 
been or may be incorporated by reference in this prospectus (not including      
exhibits to the information that is incorporated by reference unless the        
exhibits are specifically incorporated by reference into the information that   
this prospectus incorporates). Requests should be directed to the corporate     
trust office of the trustee specified in the accompanying prospectus supplement.

USE OF PROCEEDS 

          The net proceeds to be received from the sale of the certificates will
be applied by the depositor to the purchase of Mortgage Assets or will be used  
by the depositor for general corporate purposes. The depositor expects to sell  
certificates in series from time to time, but the timing and amount of offerings
of certificates will depend on a number of factors, including the volume of     
Mortgage Assets acquired by the depositor, prevailing interest rates,           
availability of funds and general market conditions.                            

       The depositor will not receive any proceeds from the sale of any of
the certificates in any market making transaction by Countrywide Securities     
Corporation, an affiliate of the depositor.                                     

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THE DEPOSITOR 

          CWALT, Inc., a Delaware corporation, was organized on May 22, 2003 for
the limited purpose of acquiring, owning and transferring Mortgage Assets and   
selling interests in them or bonds secured by them. The depositor is a          
subsidiary of Countrywide Financial Corporation, a Delaware corporation. The    
depositor maintains its principal office at 4500 Park Granada, Calabasas,       
California 91302. Its telephone number is (818) 225-3000.                       

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

 MORTGAGE LOAN PROGRAM

        The mortgage loans will have been purchased by the depositor, either
directly or through affiliates, from one or more mortgage loan sellers. The     
applicable prospectus supplement will specify the underwriting criteria pursuant
to which the mortgage loans were originated or will indicate that the mortgage  
loans were originated pursuant to the underwriting criteria specified under     
"Underwriting Process."                                                         

UNDERWRITING PROCESS                                                            

     Underwriting standards are applied by or on behalf of a lender to
evaluate the borrower's credit standing and repayment ability, and the value and
adequacy of the mortgaged property as collateral. In general, a prospective     
borrower applying for a mortgage loan is required to fill out a detailed        
application designed to provide to the underwriting officer pertinent credit    
information. As part of the description of the borrower's financial condition,  
the borrower generally is required to provide a current list of assets and      
liabilities and a statement of income and expenses, as well as an authorization 
to apply for a credit report which summarizes the borrower's credit history with
local merchants and lenders and any record of bankruptcy. In most cases, an     
employment verification is obtained from an independent source, typically the   
borrower's employer. The verification reports the length of employment with that
organization, the borrower's current salary and whether it is expected that the 
borrower will continue employment in the future. If a prospective borrower is   
self-employed, the borrower may be required to submit copies of signed tax      
returns. The borrower may also be required to authorize verification of deposits
at financial institutions where the borrower has demand or savings accounts.    

        In determining the adequacy of the mortgaged property as collateral,
an appraisal may be made of each property considered for financing. In instances
where an appraisal is required, the appraiser is required to inspect the        
property and verify that it is in good repair and that construction, if new, has
been completed. The appraisal is based on the market value of comparable homes, 
the estimated rental income (if considered applicable by the appraiser) and the 
cost of replacing the home.                                                     

      Once all applicable employment, credit and property information is
received, a determination generally is made as to whether the prospective       
borrower has sufficient monthly income available to meet monthly housing        
expenses and other financial obligations and monthly living expenses and to meet
the borrower's monthly obligations on the proposed mortgage loan (generally     
determined on the basis of the monthly payments due in the year of origination) 
and other expenses related to the mortgaged property such as property taxes and 
hazard insurance). The underwriting standards applied by sellers, particularly  
with respect to the level of loan documentation and the mortgagor's income and  
credit history, may be varied in appropriate cases where factors as low         
Loan-to-Value Ratios or other favorable credit factors exist.                   

          In the case of a mortgage loan secured by a leasehold interest in real
property, the title to which is held by a third party lessor, the seller will   
represent and warrant, among other things, that the remaining term of the lease 
and any sublease is at least as long as the remaining term on the loan agreement
or promissory note for the mortgage loan.                                       

          Certain of the types of mortgage loans that may be included in a trust
fund are recently developed and may involve additional uncertainties not present
in traditional types of loans. For example, certain of the mortgage loans may   
provide for escalating or variable payments by the mortgagor. These types of    
mortgage loans are underwritten on the basis of a judgment that the mortgagors  
have the ability to make the monthly payments required initially. In some       
instances, however, a mortgagor's income may not be sufficient to permit        
continued loan payments as the                                                  

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payments increase. These types of mortgage loans may also be underwritten       
primarily on the basis of Loan-to-Value Ratios or other favorable credit        
factors.                                                                        

QUALIFICATIONS OF SELLERS AND ORIGINATORS                                       

     Each seller must be an institution experienced in originating and
servicing mortgage loans of the type contained in the related mortgage pool and 
must maintain satisfactory facilities to originate and service (either directly 
or through qualified subservicers) those mortgage loans. If a seller does not   
meet the foregoing qualifications, the related originator must satisfy such     
qualifications.                                                                 

REPRESENTATIONS BY SELLERS; REPURCHASES                                         

       One or more of each seller or, in some cases, originator, will have
made representations and warranties in respect of the mortgage loans sold by    
such seller or originator and evidenced by a series of certificates. The        
applicable prospectus supplement may specify the different representations and  
warranties, but if it does not, the representations and warranties will         
generally include, among other things:                                          

    -    that title insurance (or other similar form of policy of insurance or
         an attorney's certificate of title) and any required hazard insurance
      policy and primary mortgage insurance policy were effective at the
       origination of each mortgage loan other than cooperative loans, and
        that each policy (or certificate of title as applicable) remained in
effect;                                                     

    -    that the seller had good title to each mortgage loan and the mortgage
    loan was subject to no valid offsets, defenses or counterclaims;

    -    that each mortgage loan constituted a valid first lien on, or a first
       perfected security interest with respect to, the mortgaged property
(subject only to permissible title insurance exceptions, if 
         applicable, and certain other exceptions described in the pooling and
servicing agreement);                                       

-    that there were no delinquent tax or assessment liens against the
mortgaged property; and                                     

-    that each mortgage loan was made in compliance with, and is      
enforceable under, all applicable state and federal laws and
  regulations in all material respects (subject, with respect to
         enforceability, to bankruptcy, insolvency, reorganization, moratorium
      or other similar laws affecting creditors' rights generally and to
general principles of equity).                              

         In addition, if any required payment on a mortgage loan was more than
31 days delinquent at any time during the twelve months before the cut-off date,
the related prospectus supplement shall so indicate.                            

         As to any mortgage loan insured by the FHA or partially guaranteed by
the VA, the seller will represent that it has complied with underwriting        
policies of the FHA or the VA, as the case may be.                              

    As indicated in the related pooling and servicing agreement, the
representations and warranties of a seller or originator in respect of a        
mortgage loan will be made as of the date of initial issuance of the series of  
certificates, the related cut-off date, the date on which the seller or         
originator sold the mortgage loan to the depositor or one of its affiliates, or 
the date of origination of the related mortgage loan, as the case may be. If    
representations and warranties are made as of a date other than the closing date
or cut-off date, a substantial period of time may have elapsed between the other
date and the date of initial issuance of the series of certificates evidencing  
an interest in the mortgage loan. Since the representations and warranties of a 
seller or originator do not address events that may occur following the sale of 
a mortgage loan by the seller or originator or following the origination of the 
mortgage loan, as the case may be, its repurchase obligation will not arise if  
the relevant event that would otherwise have given rise to a repurchase         
obligation with respect to a mortgage loan occurs after the date of sale of the 
mortgage loan by the seller or originator to the depositor or its affiliates or 
after the origination of the mortgage loan, as the case may be. In addition,    
certain representations, including the condition of the related mortgaged       
property, will be limited to the extent the seller or originator has knowledge  
and the seller or originator will be under no obligation to investigate the     
substance of the representation. However, the depositor will not include any    
mortgage loan in the trust fund for any series of certificates if anything has  
come to the depositor's attention that would cause it to believe                

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that the representations and warranties of a seller or originator will not be   
accurate and complete in all material respects in respect of the mortgage loan  
as of the date of initial issuance of the related series of certificates. If the
master servicer is also a seller or originator of mortgage loans with respect to
a particular series, the representations will be in addition to the             
representations and warranties made by the master servicer in its capacity as   
the master servicer.                                                            

       The trustee, if the master servicer is the seller or originator, or
the master servicer will promptly notify the relevant seller or originator of   
any breach of any representation or warranty made by it in respect of a mortgage
loan that materially and adversely affects the interests of the                 
certificateholders in the mortgage loan. The applicable prospectus supplement   
may specify that the seller has a different repurchase or substitution          
obligation, but if it does not, then if the seller or originator cannot cure the
breach within 90 days after notice from the master servicer or the trustee, as  
the case may be, then the seller or originator will be obligated to either      
repurchase the mortgage loan from the trust fund at a price equal to 100% of the
outstanding principal balance of the mortgage as of the date of the repurchase  
plus accrued interest on it to the first day of the month in which the purchase 
price is to be distributed at the mortgage rate, less any unreimbursed advances 
or amount payable as related servicing compensation if the seller or originator 
is the master servicer with respect to the mortgage loan, or to substitute for  
such loan a replacement loan that satisfies the criteria specified in the       
related prospectus supplement. If an election is made to treat a trust fund or  
designated portions of it as one or more "real estate mortgage investment       
conduits" (or "REMICs") as defined in the Internal Revenue Code of 1986, as     
amended (the "Code"), the master servicer or a holder of the related residual   
certificates will be obligated to pay any prohibited transaction tax that may   
arise in connection with the repurchase. The applicable prospectus supplement   
may contain different reimbursement options, but if it does not, the master     
servicer will be entitled to reimbursement for that payment from the assets of  
the related trust fund or from any holder of the related residual certificate.  
See "Description of the Certificates -- General" and in the related prospectus  
supplement. Except in those cases in which the master servicer is the seller or 
originator, the master servicer will be required under the applicable pooling   
and servicing agreement to enforce this obligation for the benefit of the       
trustee and the certificateholders, following the practices it would employ in  
its good faith business judgment were it the owner of the mortgage loan. This   
repurchase or substitution obligation will constitute the sole remedy available 
to certificateholders or the trustee for a breach of representation by a seller 
or originator.                                                                  

      Neither the depositor nor the master servicer will be obligated to
purchase a mortgage loan if a seller defaults on its obligation to do so, and no
assurance can be given that sellers will carry out their respective repurchase  
obligations with respect to mortgage loans. However, to the extent that a breach
of a representation and warranty of a seller may also constitute a breach of a  
representation made by the master servicer, the master servicer may have a      
repurchase obligation as described under "The Pooling and Servicing Agreement --
Assignment of Mortgage Assets."                                                 

DESCRIPTION OF THE CERTIFICATES 

         The prospectus supplement relating to the certificates of each series
to be offered under this prospectus will, among other things, set forth for the 
certificates, as appropriate:                                                   

    -    a description of the class or classes of certificates and the rate at
     which interest will be passed through to holders of each class of
      certificates entitled to interest or the method of determining the
   amount of interest, if any, to be passed through to each class;

-    the initial aggregate certificate balance of each class of       
         certificates included in the series, the dates on which distributions
        on the certificates will be made and, if applicable, the initial and
final scheduled distribution dates for each class;          

    -    information as to the assets comprising the trust fund, including the
        general characteristics of the Mortgage Assets included in the trust
     fund and, if applicable, the insurance, surety bonds, guaranties,
        letters of credit or other instruments or agreements included in the
trust fund, and the amount and source of any reserve fund;  

   -    the circumstances, if any, under which the trust fund may be subject
to early termination;                                       

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     -    the method used to calculate the amount of principal to be distributed
with respect to each class of certificates;                 

-    the order of application of distributions to each of the classes 
  within the series, whether sequential, pro rata, or otherwise;

-    the distribution dates with respect to the series;               

     -    additional information with respect to the plan of distribution of the
certificates;                                               

  -    whether one or more REMIC elections will be made and designation of
the regular interests and residual interests;               

     -    the aggregate original percentage ownership interest in the trust fund
to be evidenced by each class of certificates;              

    -    information as to the nature and extent of subordination with respect
        to any class of certificates that is subordinate in right of payment
to any other class; and                                     

 -    information as to the seller, the master servicer and the trustee.

        Each series of certificates will be issued pursuant to a pooling and
servicing agreement, dated as of the related cut-off date, among the depositor, 
the master servicer and the trustee for the benefit of the holders of the       
certificates of the series. The provisions of each pooling and servicing        
agreement will vary depending upon the nature of the certificates to be issued  
thereunder and the nature of the related trust fund. A form of a pooling and    
servicing agreement is an exhibit to the Registration Statement of which this   
prospectus is a part.                                                           

        The prospectus supplement for a series of certificates will describe
any provision of the pooling and servicing agreement relating to the series that
materially differs from its description contained in this prospectus. The       
summaries do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the pooling and        
servicing agreement for each series of certificates and the applicable          
prospectus supplement. The depositor will provide a copy of the pooling and     
servicing agreement (without exhibits) relating to any series without charge    
upon written request of a holder of record of a certificate of the series       
addressed to CWALT, Inc., 4500 Park Granada, Calabasas, California 91302,       
Attention: Secretary. The following summaries describe material provisions that 
may appear in each pooling and servicing agreement.                             

GENERAL                                                                         

  The certificates of each series will be issued in either fully
registered or book-entry form in the authorized denominations specified in the  
related prospectus supplement, will evidence specified beneficial ownership     
interests in the related trust fund created pursuant to the related pooling and 
servicing agreement and will not be entitled to payments in respect of the      
assets included in any other trust fund established by the depositor. The       
applicable prospectus supplement may provide for guarantees by a governmental   
entity or other person, but if it does not, the Mortgage Assets will not be     
insured or guaranteed by any governmental entity or other person. Each trust    
fund will consist of, to the extent provided in the related pooling and         
servicing agreement,                                                            

    -    the Mortgage Assets that from time to time are subject to the related
         pooling and servicing agreement (exclusive of any amount specified in
the related prospectus supplement as a retained interest);  

     -    the assets required to be deposited in the related Certificate Account
or Distribution Account from time to time;                  

   -    property that secured a mortgage loan and that is acquired on behalf
of the certificateholders by foreclosure or deed in lieu of 
foreclosure; and                                            

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-    any primary mortgage insurance policies, FHA insurance and VA    
         guaranties, and any other insurance policies or other forms of credit
         enhancement required to be maintained pursuant to the related pooling
and servicing agreement.                                    

          If so specified in the related prospectus supplement, a trust fund may
also include one or more of the following: reinvestment income on payments      
received on the Mortgage Assets, a reserve fund, a mortgage pool insurance      
policy, a special hazard insurance policy, a bankruptcy bond, one or more       
letters of credit, a surety bond, guaranties or similar instruments or other    
agreements.                                                                     

      Each series of certificates will be issued in one or more classes.
Each class of certificates of a series will evidence beneficial ownership of a  
specified percentage or portion of future interest payments and a specified     
percentage or portion of future principal payments on the Mortgage Assets in the
related trust fund. These specified percentages may be 0%. A series of          
certificates may include one or more classes that are senior in right to payment
to one or more other classes of certificates of the series. Certain series or   
classes of certificates may be covered by insurance policies, surety bonds or   
other forms of credit enhancement, in each case as described in this prospectus 
and in the related prospectus supplement. One or more classes of certificates of
a series may be entitled to receive distributions of principal, interest or any 
combination of principal and interest. Distributions on one or more classes of a
series of certificates may be made before one or more other classes, after the  
occurrence of specified events, in accordance with a schedule or formula, on the
basis of collections from designated portions of the Mortgage Assets in the     
related trust fund, or on a different basis, in each case as specified in the   
related prospectus supplement. The timing and amounts of the distributions may  
vary among classes or over time as specified in the related prospectus          
supplement.                                                                     

    Distributions of either or both of principal and interest on the
related certificates will be made by the trustee on each distribution date      
(i.e., monthly, quarterly, semi-annually or at other intervals and on the dates 
specified in the prospectus supplement) in proportion to the percentages        
specified in the related prospectus supplement. Distributions will be made to   
the persons in whose names the certificates are registered at the close of      
business on the dates specified in the related prospectus supplement.           
Distributions will be made by check or money order mailed to the persons        
entitled to them at the address appearing in the certificates register          
maintained for holders of certificates or, if specified in the related          
prospectus supplement, in the case of certificates that are of a certain minimum
denomination, upon written request by the certificateholder, by wire transfer or
by another means described in the prospectus supplement; provided, however, that
the final distribution in retirement of the certificates will be made only upon 
presentation and surrender of the certificates at the office or agency of the   
trustee or other person specified in the notice to certificateholders of the    
final distribution.                                                             

        The certificates will be freely transferable and exchangeable at the
corporate trust office of the trustee as set forth in the related prospectus    
supplement. No service charge will be made for any registration of exchange or  
transfer of certificates of any series, but the trustee may require payment of a
sum sufficient to cover any related tax or other governmental charge.           

     Under current law the purchase and holding by or on behalf of any
employee benefit plan or other retirement arrangement subject to provisions of  
the Employee Retirement Income Security Act of 1974, as amended, or the Code of 
certain classes of certificates may result in "prohibited transactions" within  
the meaning of ERISA and the Code. See "ERISA Considerations." Retirement       
arrangements subject to these provisions include individual retirement accounts 
and annuities, Keogh plans and collective investment funds in which the plans,  
accounts or arrangements are invested. The applicable prospectus supplement may 
specify other conditions under which transfers of this type would be permitted, 
but if it does not, transfer of the certificates will not be registered unless  
the transferee represents that it is not, and is not purchasing on behalf of, a 
plan, account or other retirement arrangement or provides an opinion of counsel 
satisfactory to the trustee and the depositor that the purchase of the          
certificates by or on behalf of a plan, account or other retirement arrangement 
is permissible under applicable law and will not subject the trustee, the master
servicer or the depositor to any obligation or liability in addition to those   
undertaken in the pooling and servicing agreement.                              

         As to each series, an election may be made to treat the related trust
fund or designated portions of it as one or more real estate mortgage investment
conduits or "REMICs" as defined in the Code. The related prospectus supplement  
will specify whether one or more REMIC elections are to be made. Alternatively, 
the pooling and servicing agreement for a series may provide that one or more   
REMIC elections may be made at the discretion of                                

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the depositor or the master servicer and may be made only if certain conditions 
are satisfied. The terms applicable to the making of a REMIC election, as well  
as any material federal income tax consequences to certificateholders not       
described in this prospectus, will be set forth in the related prospectus       
supplement. If one or more REMIC elections are made with respect to a series,   
one of the classes will be designated as evidencing the sole class of residual  
interests in the related REMIC (or in each related REMIC in the case of two or  
more REMICs). All other classes of certificates in the series will constitute   
regular interests in the related REMIC or REMICs, as applicable, as defined in  
the Code. As to each series with respect to which one or more REMIC elections   
are to be made, the master servicer or a holder of the related residual         
certificate will be obligated to take all actions required to comply with       
applicable laws and regulations and will be obligated to pay any prohibited     
transaction taxes. The applicable prospectus supplement may restrict the master 
servicer's reimbursement rights, but if it does not, the master servicer will be
entitled to reimbursement for that payment from the assets of the trust fund or 
from any holder of the related residual certificate.                            

DISTRIBUTIONS ON CERTIFICATES                                                   

General. In general, the method of determining the amount of
distributions on a particular series of certificates will depend on the type of 
credit support, if any, that is used with respect to the series. See "Credit    
Enhancement" and in the related prospectus supplement. Various methods that may 
be used to determine the amount of distributions on the certificates of a       
particular series. The prospectus supplement for each series of certificates    
will describe the method to be used in determining the amount of distributions  
on the certificates of its series.                                              

Distributions allocable to principal of and interest on the 
certificates will be made by the trustee out of, and only to the extent of,     
funds in the related Certificate Account, including any funds transferred from  
any reserve fund or prefunding account. As between certificates of different    
classes and as between distributions of principal (and, if applicable, between  
distributions of principal prepayments and scheduled payments of principal) and 
interest, distributions made on any distribution date will be applied as        
specified in the related prospectus supplement. The applicable prospectus       
supplement may provide for payment distinctions within classes, but if it does  
not, distributions to any class of certificates will be made pro rata to all    
certificateholders of that class.                                               

         Available Funds. All distributions on the certificates of each series
on each distribution date will be made from the Available Funds, in accordance  
with the terms described in the related prospectus supplement and specified in  
the pooling and servicing agreement. The applicable prospectus supplement may   
define Available Funds with reference to different accounts or different        
amounts, but if it does not, "Available Funds" for each distribution date will  
generally equal the amount on deposit in the related Certificate Account on the 
distribution date (net of related fees and expenses payable by the related trust
fund) other than amounts to be held in the Certificate Account for distribution 
on future distribution dates.                                                   

    Distributions of Interest. Interest will accrue on the aggregate
original balance of the certificates (or, in the case of certificates entitled  
only to distributions allocable to interest, the aggregate notional amount) of  
each class of certificates (the initial "Class Certificate Balance") entitled to
interest at the pass-through rate (which may be a fixed rate or a rate that is  
adjustable as specified in the prospectus supplement) from the date and for the 
periods specified in the prospectus supplement. To the extent funds are         
available therefor, interest accrued during each specified period on each class 
of certificates entitled to interest (other than a class of certificates that   
provides for interest that accrues, but is not currently payable) will be       
distributable on the distribution dates specified in the related prospectus     
supplement until the Class Certificate Balance of the class has been distributed
in full or, in the case of certificates entitled only to distributions allocable
to interest, until the aggregate notional amount of the certificates is reduced 
to zero or for the period of time designated in the related prospectus          
supplement. The original certificate balance of each certificate will equal the 
aggregate distributions allocable to principal to which the certificate is      
entitled. The applicable prospectus supplement may specify some other basis for 
these distributions, but if it does not, distributions allocable to interest on 
each certificate that is not entitled to distributions allocable to principal   
will be calculated based on the notional amount of the certificate. The notional
amount of a certificate will not evidence an interest in or entitlement to      
distributions allocable to principal but will be used for convenience in        
expressing the calculation of interest and for certain other purposes.          

        With respect to any class of accrual certificates, any interest that
has accrued but is not paid on a given distribution date will be added to the   
Class Certificate Balance of the class of certificates on that distribution     
date.                                                                           

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The applicable prospectus supplement may specify some other basis for these     
distributions, but if it does not, distributions of interest on each class of   
accrual certificates will commence only after the occurrence of the events      
specified in the prospectus supplement and, before that time, the beneficial    
ownership interest of the class of accrual certificates in the trust fund, as   
reflected in the Class Certificate Balance of the class of accrual certificates,
will increase on each distribution date by the amount of interest that accrued  
on the class of accrual certificates during the preceding interest accrual      
period but that was not required to be distributed to the class on the          
distribution date. The class of accrual certificates will thereafter accrue     
interest on its outstanding Class Certificate Balance as so adjusted.           

      Distributions of Principal. The related prospectus supplement will
specify the method by which the amount of principal to be distributed on the    
certificates on each distribution date will be calculated and the manner in     
which that amount will be allocated among the classes of certificates entitled  
to distributions of principal. The Class Certificate Balance of any class of    
certificates entitled to distributions of principal will be the original Class  
Certificate Balance of the class of certificates specified in the prospectus    
supplement, reduced by all distributions reported to the holders of the         
certificates as allocable to principal and in the case of accrual certificates, 
unless otherwise specified in the related prospectus supplement, increased by   
all interest accrued but not then distributable on the accrual certificates and 
in the case of adjustable rate certificates, unless otherwise specified in the  
related prospectus supplement, subject to the effect of negative amortization.  
The related prospectus supplement will specify the method by which the amount of
principal to be distributed on the certificates on each distribution date will  
be calculated and the manner in which that amount will be allocated among the   
classes of certificates entitled to distributions of principal.                 

      A series of certificates may include one or more classes of senior
certificates and one or more classes of subordinate certificates. If so provided
in the related prospectus supplement, one or more classes of senior certificates
will be entitled to receive all or a disproportionate percentage of the payments
of principal that are received from borrowers in advance of their scheduled due 
dates and are not accompanied by amounts representing scheduled interest due    
after the month of the payments in the percentages and under the circumstances  
or for the periods specified in the prospectus supplement. Any disproportionate 
allocation of these principal prepayments to senior certificates will have the  
effect of accelerating the amortization of the senior certificates while        
increasing the interests evidenced by the subordinated certificates in the trust
fund. Increasing the interests of the subordinated certificates relative to that
of the senior certificates is intended to preserve the availability of the      
subordination provided by the subordinated certificates. See "Credit Enhancement
-- Subordination" and "Credit Enhancement -- Subordination of the Subordinated  
Certificates" in the related prospectus supplement.                             

     Unscheduled Distributions. If specified in the related prospectus
supplement, the certificates will be subject to receipt of distributions before 
the next scheduled distribution date. If applicable, the trustee will be        
required to make unscheduled distributions on the day and in the amount         
specified in the related prospectus supplement if, due to substantial payments  
of principal (including principal prepayments) on the Mortgage Assets, the      
trustee or the master servicer determines that the funds available or           
anticipated to be available from the Certificate Account and, if applicable, any
reserve fund, may be insufficient to make required distributions on the         
certificates on the distribution date. The applicable prospectus supplement may 
specify some other basis for these distributions, but if it does not, the amount
of the unscheduled distribution that is allocable to principal will not exceed  
the amount that would otherwise have been required to be distributed as         
principal on the certificates on the next distribution date. The applicable     
prospectus supplement may provide that unscheduled distributions will not       
include interest or that interest will be computed on a different basis, but if 
it does not, all unscheduled distributions will include interest at the         
applicable pass-through rate on the amount of the unscheduled distribution      
allocable to principal for the period and to the date specified in the          
prospectus supplement.                                                          

ADVANCES                                                                        

    To the extent provided in the related prospectus supplement, the
master servicer will be required to advance on or before each distribution date 
(from its own funds, funds advanced by sub-servicers or funds held in the       
Certificate Account for future distributions to certificateholders), an amount  
equal to the aggregate of payments of principal and interest that were          
delinquent on the related Determination Date, subject to the master servicer's  
determination that the advances will be recoverable out of late payments by     
obligors on the Mortgage Assets, liquidation proceeds, insurance proceeds not   
used to restore the property or otherwise. In the case of cooperative           

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loans, the master servicer also will be required to advance any unpaid          
maintenance fees and other charges under the related proprietary leases as      
specified in the related prospectus supplement.                                 

       In making advances, the master servicer will endeavor to maintain a
regular flow of scheduled interest and principal payments to certificateholders,
rather than to guarantee or insure against losses. If advances are made by the  
master servicer from cash being held for future distribution to                 
certificateholders, the master servicer will replace the funds on or before any 
future distribution date to the extent that funds in the applicable Certificate 
Account on the distribution date would be less than the amount required to be   
available for distributions to certificateholders on the Distribution Date. Any 
advances will be reimbursable to the master servicer out of recoveries on the   
specific Mortgage Assets with respect to which the advances were made (e.g.,    
late payments made by the related obligors, any related insurance proceeds,     
liquidation proceeds or proceeds of any mortgage loan repurchased by the        
depositor, a sub-servicer or a seller pursuant to the related pooling and       
servicing agreement). In addition, advances by the master servicer or           
sub-servicer also will be reimbursable to the master servicer or a sub-servicer 
from cash otherwise distributable to certificateholders to the extent that the  
master servicer determines that the advances previously made are not ultimately 
recoverable as described in the preceding sentence. The master servicer also    
will be obligated to make advances, to the extent recoverable out of insurance  
proceeds not used to restore the property, liquidation proceeds or otherwise,   
for certain taxes and insurance premiums not paid by mortgagors on a timely     
basis. Funds so advanced are reimbursable to the master servicer to the extent  
permitted by the pooling and servicing agreement. If specified in the related   
prospectus supplement, the obligations of the master servicer to make advances  
may be supported by a cash advance reserve fund, a surety bond or other         
arrangement, in each case as described in the prospectus supplement.            

REPORTS TO CERTIFICATEHOLDERS                                                   

          The applicable prospectus supplement may specify different items to be
reported, but if it does not, before or concurrently with each distribution on a
distribution date the master servicer or the trustee will furnish to each       
certificateholder of record of the related series a statement setting forth, to 
the extent applicable to the series of certificates, among other things:        

-    the amount of the distribution allocable to principal, separately
         identifying the aggregate amount of any principal prepayments and, if
 so specified in the related prospectus supplement, prepayment
penalties;                                                  

-    the amount of the distribution allocable to interest;            

-    the amount of any advance;                                       

-    the aggregate amount otherwise allocable to the subordinated     
        certificateholders on the distribution date and the aggregate amount
          withdrawn from the reserve fund or prefunding account, if any, that is
  included in the amounts distributed to the certificateholders;

    -    the Class Certificate Balance or notional amount of each class of the
          related series after giving effect to the distribution of principal on
the distribution date;                                      

     -    the percentage of principal payments on the Mortgage Assets (excluding
         prepayments), if any, which each class will be entitled to receive on
the following distribution date;                            

   -    the percentage of principal prepayments with respect to the Mortgage
       Assets, if any, which each class will be entitled to receive on the
following distribution date;                                

     -    the related amount of the servicing compensation retained or withdrawn
          from the Certificate Account by the master servicer, and the amount of
     additional servicing compensation received by the master servicer
          attributable to penalties, fees, excess liquidation proceeds and other
similar charges and items;                                  

-    the number and aggregate principal balances of mortgage loans (A)
        delinquent exclusive of mortgage loans in foreclosure) 1 to 30 days,
31 to 60 days, 61 to 90 days and 91 or more days and (B) in 
         foreclosure and delinquent 1 to 30 days, 31 to 60 days, 61 to 90 days
       and 91 or more days, as of the close of business on the last day of
the calendar month preceding the distribution date;         

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-    the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;                     

-    the pass-through rate, if adjusted from the date of the last     
statement, of a class expected to be applicable to the next 
distribution to the class;                                  

    -    if applicable, the amount remaining in the reserve fund or prefunding
account at the close of business on the distribution date;  

    -    the pass-through rate as of the day before the preceding distribution
date; and                                                   

    -    any amounts remaining under letters of credit, pool policies or other
forms of credit enhancement.                                

      Where applicable, any amount set forth above may be expressed as a
dollar amount per single certificate of the relevant class having the percentage
interest specified in the related prospectus supplement. The report to          
certificateholders for any series of certificates may include additional or     
other information of a similar nature to that specified above.                  

         In addition, within a reasonable period of time after the end of each
calendar year, the master servicer or the trustee will mail to each             
certificateholder of record at any time during the calendar year a report as to 
the aggregate of amounts reported pursuant to the first two items for the       
calendar year or, if the person was a certificateholder of record during a      
portion of the calendar year, for the applicable portion of the year and other  
customary information deemed appropriate for certificateholders to prepare their
tax returns.                                                                    

CATEGORIES OF CLASSES OF CERTIFICATES                                           

        In general, classes of pass-through certificates fall into different
categories. The following chart identifies and generally defines the more       
typical categories. The prospectus supplement for a series of certificates may  
identify the classes which comprise the series by reference to the following    
categories.                                                                     

                                                                [Download Table]

                                                    DEFINITION                  
CATEGORIES OF CLASSES                            PRINCIPAL TYPES                
---------------------                            ---------------                
                                                                                
Accretion Directed............   A class that receives principal payments from  
                                 the accreted interest from specified accrual   
                                 classes. An accretion directed class also may  
                                 receive principal payments from principal paid 
                                 on the underlying Mortgage Assets or other     
                                 assets of the trust fund for the related       
                                 series.                                        

Companion Class...............   A class that receives principal payments on any
                                 distribution date only if scheduled payments   
                                 have been made on specified planned principal  
                                 classes, targeted principal classes or         
                                 scheduled principal classes.                   

Component Certificates........   A class consisting of "components." The        
                                 components of a class of component certificates
                                 may have different principal and interest      
                                 payment characteristics but together constitute
                                 a single class. Each component of a class of   
                                 component certificates may be identified as    
                                 falling into one or more of the categories in  
                                 this chart.                                    

Non-Accelerated Senior or                                                       
NAS...........................   A class that, for the period of time specified 
                                 in the related prospectus supplement, generally
                                 will not receive (in other words, is locked out
                                 of) (1) principal prepayments on the underlying
                                 Mortgage Assets that are allocated             
                                 disproportionately to the senior certificates  
                                 because of the shifting interest structure of  
                                 the certificates in the trust and/or (2)       
                                 scheduled principal payments on the underlying 
                                 Mortgage Assets, as specified in the related   
                                 prospectus supplement. During the lock-out     
                                 period, the portion of the principal           
                                 distributions on the underlying Mortgage Assets
                                 that the NAS class is locked out of will be    
                                 distributed to the other classes of senior     
                                 certificates.                                  

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                                                                [Download Table]
                                                                                
Notional Amount Certificates..   A class having no principal balance and bearing
                                 interest on the related notional amount. The   
                                 notional amount is used for purposes of the    
                                 determination of interest distributions.       

Planned Principal Class                                                         
   or PACs....................   A class that is designed to receive principal  
                                 payments using a predetermined principal       
                                 balance schedule derived by assuming two       
                                 constant prepayment rates for the underlying   
                                 Mortgage Assets. These two rates are the       
                                 endpoints for the "structuring range" for the  
                                 planned principal class. The planned principal 
                                 classes in any series of certificates may be   
                                 subdivided into different categories (e.g.,    
                                 primary planned principal classes, secondary   
                                 planned principal classes and so forth) having 
                                 different effective structuring ranges and     
                                 different principal payment priorities. The    
                                 structuring range for the secondary planned    
                                 principal class of a series of certificates    
                                 will be narrower than that for the primary     
                                 planned principal class of the series.         

Scheduled Principal Class.....   A class that is designed to receive principal  
                                 payments using a predetermined principal       
                                 balance schedule but is not designated as a    
                                 planned principal class or targeted principal  
                                 class. In many cases, the schedule is derived  
                                 by assuming two constant prepayment rates for  
                                 the underlying Mortgage Assets. These two rates
                                 are the endpoints for the "structuring range"  
                                 for the scheduled principal class.             

Sequential Pay................   Classes that receive principal payments in a   
                                 prescribed sequence, that do not have          
                                 predetermined principal balance schedules and  
                                 that under all circumstances receive payments  
                                 of principal continuously from the first       
                                 distribution date on which they receive        
                                 principal until they are retired. A single     
                                 class that receives principal payments before  
                                 or after all other classes in the same series  
                                 of certificates may be identified as a         
                                 sequential pay class.                          

Strip.........................   A class that receives a constant proportion, or
                                 "strip," of the principal payments on the      
                                 underlying Mortgage Assets or other assets of  
                                 the trust fund.                                

Super Senior..................   A class that will not bear its proportionate   
                                 share of realized losses (other than excess    
                                 losses) as its share is directed to another    
                                 class, referred to as the "support class" until
                                 the class certificate balance of the support   
                                 class is reduced to zero.                      

Support Class.................   A class that absorbs the realized losses other 
                                 than excess losses that would otherwise be     
                                 allocated to a Super Senior class after the    
                                 related classes of subordinated certificates   
                                 are no longer outstanding.                     

Targeted Principal Class                                                        
   or TACs....................   A class that is designed to receive principal  
                                 payments using a predetermined principal       
                                 balance schedule derived by assuming a single  
                                 constant prepayment rate for the underlying    
                                 Mortgage Assets.                               

                                                  INTEREST TYPES                

Fixed Rate....................   A class with an interest rate that is fixed    
                                 throughout the life of the class.              

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                                                                [Download Table]
                                                                                
Floating Rate.................   A class with an interest rate that resets      
                                 periodically based upon a designated index and 
                                 that varies directly with changes in the index.

Inverse Floating Rate.........   A class with an interest rate that resets      
                                 periodically based upon a designated index and 
                                 that varies inversely with changes in the      
                                 index.                                         

Variable Rate.................   A class with an interest rate that resets      
                                 periodically and is calculated by reference to 
                                 the rate or rates of interest applicable to    
                                 specified assets or instruments (e.g., the     
                                 mortgage rates borne by the underlying mortgage
                                 loans).                                        

Interest Only.................   A class that receives some or all of the       
                                 interest payments made on the underlying       
                                 Mortgage Assets or other assets of the trust   
                                 fund and little or no principal. Interest only 
                                 classes have either a nominal principal balance
                                 or a notional amount. A nominal principal      
                                 balance represents actual principal that will  
                                 be paid on the class. It is referred to as     
                                 nominal since it is extremely small compared to
                                 other classes. A notional amount is the amount 
                                 used as a reference to calculate the amount of 
                                 interest due on an interest only class that is 
                                 not entitled to any distributions of principal.

Principal Only................   A class that does not bear interest and is     
                                 entitled to receive only distributions of      
                                 principal.                                     

Partial Accrual...............   A class that accretes a portion of the amount  
                                 of accrued interest on it, which amount will be
                                 added to the principal balance of the class on 
                                 each applicable distribution date, with the    
                                 remainder of the accrued interest to be        
                                 distributed currently as interest on the class.
                                 The accretion may continue until a specified   
                                 event has occurred or until the partial accrual
                                 class is retired.                              

Accrual.......................   A class that accretes the amount of accrued    
                                 interest otherwise distributable on the class, 
                                 which amount will be added as principal to the 
                                 principal balance of the class on each         
                                 applicable distribution date. The accretion may
                                 continue until some specified event has        
                                 occurred or until the accrual class is retired.

INDICES APPLICABLE TO FLOATING RATE AND INVERSE FLOATING RATE CLASSES           

LIBOR                                                                           

         The applicable prospectus supplement may specify some other basis for
determining LIBOR, but if it does not, on the LIBOR determination date (as      
defined in the related prospectus supplement) for each class of certificates of 
a series for which the applicable interest rate is determined by reference to an
index denominated as LIBOR, the person designated in the related pooling and    
servicing agreement as the calculation agent will determine LIBOR in accordance 
with one of the two methods described below (which method will be specified in  
the related prospectus supplement):                                             

LIBO METHOD                                                                     

       If using this method to calculate LIBOR, the calculation agent will
determine LIBOR by reference to the quotations, as set forth on Telerate page   
3750 of the Moneyline Telerate Service, offered by the principal London office  
of each of the designated reference banks meeting the criteria set forth in this
prospectus for making one-month United States dollar deposits in leading banks  
in the London Interbank market, as of 11:00 a.m. (London time) on the LIBOR     
determination date. In lieu of relying on the quotations for those reference    
banks that appear at the time on Telerate page 3750 of the Moneyline Telerate   
Service, the calculation agent will request each of the reference banks to      
provide the offered quotations at the time.                                     

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        Under this method LIBOR will be established by the calculation agent
on each LIBOR determination date as follows:                                    

      (a) If on any LIBOR determination date two or more reference banks
provide offered quotations, LIBOR for the next interest accrual period
    shall be the arithmetic mean of the offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/32%).                    

  (b) If on any LIBOR determination date only one or none of the
  reference banks provides offered quotations, LIBOR for the next interest
accrual period shall be whichever is the higher of                    

        -    LIBOR as determined on the previous LIBOR determination date or

-    the reserve interest rate.                             

     The reserve interest rate shall be the rate per annum which the calculation
agent determines to be either                                                   

         -    the arithmetic mean (rounded upwards if necessary to the nearest
            whole multiple of 1/32%) of the one-month United States dollar
    lending rates that New York City banks selected by the
  calculation agent are quoting, on the relevant LIBOR
             determination date, to the principal London offices of at least
            two of the reference banks to which the quotations are, in the
opinion of the calculation agent being so made, or

       -    if the calculation agent cannot determine the arithmetic mean,
              the lowest one-month United States dollar lending rate which New
              York City banks selected by the calculation agent are quoting on
     the LIBOR determination date to leading European banks.

       (c) If on any LIBOR determination date for a class specified in the
 related prospectus supplement, the calculation agent is required but is
 unable to determine the reserve interest rate in the manner provided in
  paragraph (b) above, LIBOR for the next interest accrual period shall be
   LIBOR as determined on the preceding LIBOR determination date, or, in the
     case of the first LIBOR determination date, LIBOR shall be considered to be
    the per annum rate specified as such in the related prospectus supplement.

          Each reference bank shall be a leading bank engaged in transactions in
Eurodollar deposits in the international Eurocurrency market; shall not control,
be controlled by, or be under common control with the calculation agent; and    
shall have an established place of business in London. If reference bank should 
be unwilling or unable to act as such or if appointment of a reference bank is  
terminated, another leading bank meeting the criteria specified above will be   
appointed.                                                                      

BBA METHOD                                                                      

         If using this method of determining LIBOR, the calculation agent will
determine LIBOR on the basis of the British Bankers' Association "Interest      
Settlement Rate" for one-month deposits in United States dollars as found on    
Telerate page 3750 as of 11:00 a.m. London time on each LIBOR determination     
date. Interest Settlement Rates currently are based on rates quoted by eight    
British Bankers' Association designated banks as being, in the view of the      
banks, the offered rate at which deposits are being quoted to prime banks in the
London interbank market. The Interest Settlement Rates are calculated by        
eliminating the two highest rates and the two lowest rates, averaging the four  
remaining rates, carrying the result (expressed as a percentage) out to six     
decimal places, and rounding to five decimal places.                            

          If on any LIBOR determination date, the calculation agent is unable to
calculate LIBOR in accordance with the method set forth in the immediately      
preceding paragraph, LIBOR for the next interest accrual period shall be        
calculated in accordance with the LIBOR method described under "LIBO Method."   

      The establishment of LIBOR on each LIBOR determination date by the
calculation agent and its calculation of the rate of interest for the applicable
classes for the related interest accrual period shall (in the absence of        
manifest error) be final and binding.                                           

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COFI                                                                            

          The Eleventh District Cost of Funds Index is designed to represent the
monthly weighted average cost of funds for savings institutions in Arizona,     
California and Nevada that are member institutions of the Eleventh Federal Home 
Loan Bank District (the "Eleventh District"). The Eleventh District Cost of     
Funds Index for a particular month reflects the interest costs paid on all types
of funds held by Eleventh District member institutions and is calculated by     
dividing the cost of funds by the average of the total amount of those funds    
outstanding at the end of that month and of the prior month and annualizing and 
adjusting the result to reflect the actual number of days in the particular     
month. If necessary, before these calculations are made, the component figures  
are adjusted by the Federal Home Loan Bank of San Francisco ("FHLBSF") to       
neutralize the effect of events such as member institutions leaving the Eleventh
District or acquiring institutions outside the Eleventh District. The Eleventh  
District Cost of Funds Index is weighted to reflect the relative amount of each 
type of funds held at the end of the relevant month. The major components of    
funds of Eleventh District member institutions are: savings deposits, time      
deposits, FHLBSF advances, repurchase agreements and all other borrowings.      
Because the component funds represent a variety of maturities whose costs may   
react in different ways to changing conditions, the Eleventh District Cost of   
Funds Index does not necessarily reflect current market rates.                  

       A number of factors affect the performance of the Eleventh District
Cost of Funds Index, which may cause it to move in a manner different from      
indices tied to specific interest rates, such as United States Treasury Bills or
LIBOR. Because the liabilities upon which the Eleventh District Cost of Funds   
Index is based were issued at various times under various market conditions and 
with various maturities, the Eleventh District Cost of Funds Index may not      
necessarily reflect the prevailing market interest rates on new liabilities of  
similar maturities. Moreover, as stated above, the Eleventh District Cost of    
Funds Index is designed to represent the average cost of funds for Eleventh     
District savings institutions for the month before the month in which it is due 
to be published. Additionally, the Eleventh District Cost of Funds Index may not
necessarily move in the same direction as market interest rates at all times,   
since as longer term deposits or borrowings mature and are renewed at prevailing
market interest rates, the Eleventh District Cost of Funds Index is influenced  
by the differential between the prior and the new rates on those deposits or    
borrowings. In addition, movements of the Eleventh District Cost of Funds Index,
as compared to other indices tied to specific interest rates, may be affected by
changes instituted by the FHLBSF in the method used to calculate the Eleventh   
District Cost of Funds Index.                                                   

         The FHLBSF publishes the Eleventh District Cost of Funds Index in its
monthly Information Bulletin. Any individual may request regular receipt by mail
of Information Bulletins by writing the Federal Home Loan Bank of San Francisco,
P.O. Box 7948, 600 California Street, San Francisco, California 94120, or by    
calling (415) 616-1000. The Eleventh District Cost of Funds Index may also be   
obtained by calling the FHLBSF at (415) 616-2600.                               

       The FHLBSF has stated in its Information Bulletin that the Eleventh
District Cost of Funds Index for a month "will be announced on or near the last 
working day" of the following month and also has stated that it "cannot         
guarantee the announcement" of the index on an exact date. So long as the index 
for a month is announced on or before the tenth day of the second following     
month, the interest rate for each class of certificates of a series for which   
the applicable interest rate is determined by reference to an index denominated 
as COFI for the interest accrual period commencing in the second following month
will be based on the Eleventh District Cost of Funds Index for the second       
preceding month. If publication is delayed beyond the tenth day, the interest   
rate will be based on the Eleventh District Cost of Funds Index for the third   
preceding month.                                                                

         The applicable prospectus supplement may specify some other basis for
determining COFI, but if it does not, then if on the tenth day of the month in  
which any interest accrual period commences for a class of COFI certificates the
most recently published Eleventh District Cost of Funds Index relates to a month
before the third preceding month, the index for the current interest accrual    
period and for each succeeding interest accrual period will, except as described
in the next to last sentence of this paragraph, be based on the National Monthly
Median Cost of Funds Ratio to SAIF-Insured Institutions (the "National Cost of  
Funds Index") published by the Office of Thrift Supervision (the "OTS") for the 
third preceding month (or the fourth preceding month if the National Cost of    
Funds Index for the third preceding month has not been published on the tenth   
day of an interest accrual period). Information on the National Cost of Funds   
Index may be obtained by writing the OTS at 1700 G Street, N.W., Washington,    
D.C. 20552 or calling (202) 906-6677, and the current National Cost of Funds    
Index may be obtained by calling (202) 906-6988. If on the tenth day of the     
month in which an interest accrual period commences the most recently published 
National Cost of Funds Index relates to a month before the fourth preceding     
month, the                                                                      

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applicable index for the interest accrual period and each succeeding interest   
accrual period will be based on LIBOR, as determined by the calculation agent in
accordance with the pooling and servicing agreement relating to the series of   
certificates. A change of index from the Eleventh District Cost of Funds Index  
to an alternative index will result in a change in the index level and could    
increase its volatility, particularly if LIBOR is the alternative index.        

          The establishment of COFI by the calculation agent and its calculation
of the rates of interest for the applicable classes for the related interest    
accrual period shall (in the absence of manifest error) be final and binding.   

TREASURY INDEX                                                                  

         The applicable prospectus supplement may specify some other basis for
determining and defining the Treasury index, but if it does not, on the Treasury
index determination date for each class of certificates of a series for which   
the applicable interest rate is determined by reference to an index denominated 
as a Treasury index, the calculation agent will ascertain the Treasury index for
Treasury securities of the maturity and for the period (or, if applicable, date)
specified in the related prospectus supplement. The Treasury index for any      
period means the average of the yield for each business day during the specified
period (and for any date means the yield for the date), expressed as a per annum
percentage rate, on U.S. Treasury securities adjusted to the "constant maturity"
specified in the prospectus supplement or if no "constant maturity" is so       
specified, U.S. Treasury securities trading on the secondary market having the  
maturity specified in the prospectus supplement, in each case as published by   
the Federal Reserve Board in its Statistical Release No. H.15 (519). Statistical
Release No. H.15 (519) is published on Monday or Tuesday of each week and may be
obtained by writing or calling the Publications Department at the Board of      
Governors of the Federal Reserve System, 21st and C Streets, Washington, D.C.   
20551 (202) 452-3244. If the calculation agent has not yet received Statistical 
Release No. H.15 (519) for a week, then it will use the Statistical Release from
the preceding week.                                                             

         Yields on U.S. Treasury securities at "constant maturity" are derived
from the U.S. Treasury's daily yield curve. This curve, which relates the yield 
on a security to its time to maturity, is based on the closing market bid yields
on actively traded Treasury securities in the over-the-counter market. These    
market yields are calculated from composites of quotations reported by five     
leading U.S. Government securities dealers to the Federal Reserve Bank of New   
York. This method provides a yield for a given maturity even if no security with
that exact maturity is outstanding. If the Treasury index is no longer          
published, a new index based upon comparable data and methodology will be       
designated in accordance with the pooling and servicing agreement relating to   
the particular series of certificates. The calculation agent's determination of 
the Treasury index, and its calculation of the rates of interest for the        
applicable classes for the related interest accrual period shall (in the absence
of manifest error) be final and binding.                                        

PRIME RATE                                                                      

         The applicable prospectus supplement may specify some other basis for
determining and defining the prime rate, but if it does not, on the prime rate  
determination date for each class of certificates of a series for which the     
applicable interest rate is determined by reference to an index denominated as  
the prime rate, the calculation agent will ascertain the prime rate for the     
related interest accrual period. The prime rate for an interest accrual period  
will be the "prime rate" as published in the "Money Rates" section of The Wall  
Street Journal on the related prime rate determination date, or if not so       
published, the "prime rate" as published in a newspaper of general circulation  
selected by the calculation agent in its sole discretion. If a prime rate range 
is given, then the average of the range will be used. If the prime rate is no   
longer published, a new index based upon comparable data and methodology will be
designated in accordance with the pooling and servicing agreement relating to   
the particular series of certificates. The calculation agent's determination of 
the prime rate and its calculation of the rates of interest for the related     
interest accrual period shall (in the absence of manifest error) be final and   
binding.                                                                        

BOOK-ENTRY CERTIFICATES                                                         

     If so specified in the related prospectus supplement, one or more
classes of the certificates of any series may be initially issued through the   
book-entry facilities of The Depository Trust Company. Each class of book-entry 
certificates of a series will be issued in one or more certificates which equal 
the aggregate initial Class Certificate Balance of each class and which will be 
held by a nominee of the depository. The applicable prospectus supplement may   
specify other procedures for book-entry certificates, but if it does not, the   
following generally describes the procedures that will be applicable to any     
class of book-entry certificates.                                               

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        Beneficial interests in the book-entry certificates of a series will
be held indirectly by investors through the book-entry facilities of the        
depository, as described in this prospectus. Accordingly, the depository or its 
nominee is expected to be the holder of record of the book-entry certificates.  
Except as described below, no person acquiring a beneficial interest in a       
book-entry certificate will be entitled to receive a physical certificate       
representing the certificate.                                                   

        The beneficial owner's ownership of a book-entry certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary that maintains the beneficial owner's account for that   
purpose. In turn, the financial intermediary's ownership of a book-entry        
certificate will be recorded on the records of the depository (or of a          
participating firm that acts as agent for the financial intermediary, whose     
interest will in true be recorded on the records of the depository, if the      
beneficial owner's financial intermediary is not a depository participant).     
Therefore, the beneficial owner must rely on the foregoing procedures to        
evidence its beneficial ownership of a book-entry certificate. Beneficial       
ownership of a book-entry certificate may only be transferred by compliance with
the procedures of the financial intermediaries and depository participants.     

        In accordance with its normal procedures, the depository is expected
to record the positions held by each depository participant in the book-entry   
certificates, whether held for its own account or as a nominee for another      
person. In general, beneficial ownership of book-entry certificates will be     
subject to the rules, regulations and procedures governing the depository and   
depository participants as in effect from time to time.                         

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

  Under a book-entry format, beneficial owners of the book-entry
certificates may experience some delay in their receipt of payments, since      
payments will be forwarded by the trustee to the depository or its nominee, as  
the case may be, as holder of record of the book-entry certificates. Because the
depository can act only on behalf of financial intermediaries, the ability of a 
beneficial owner to pledge book-entry certificates to persons or entities that  
do not participate in the depository system, or otherwise take actions in       
respect of the book-entry certificates, may be limited due to the lack of       
physical certificates for the book-entry certificates. In addition, issuance of 
the book-entry certificates in book-entry form may reduce the liquidity of the  
certificates in the secondary market since some potential investors may be      
unwilling to purchase certificates for which they cannot obtain physical        
certificates.                                                                   

        Until definitive certificates are issued, it is anticipated that the
only "certificateholder" of the book-entry certificates will be the depository  
or its nominee. Beneficial owners of the book-entry certificates will not be    
certificateholders, as that term will be used in the pooling and servicing      
agreement relating to the series of certificates. Beneficial owners are only    
permitted to exercise the rights of certificateholders indirectly through       
financial intermediaries and the depository. Monthly and annual reports on the  
related trust fund provided to the depository or its nominee, as the case may   
be, as holder of record of the book-entry certificates, may be made available to
beneficial owners upon request, in accordance with the rules, regulations and   
procedures creating and affecting the depository, and to the financial          
intermediaries to whose depository accounts the book-entry certificates of the  
beneficial owners are credited.                                                 

          Until definitive certificates are issued, the depository will take any
action permitted to be taken by the holders of the book-entry certificates of a 
particular series under the related pooling and servicing agreement only at the 
direction of one or more financial intermediaries to whose depository accounts  
the book-entry certificates are credited to the extent that the actions are     
taken on behalf of financial intermediaries whose holdings include the          
book-entry certificates.                                                        

      The applicable prospectus supplement may specify when and for what
reasons definitive certificates may be issued, but if it does not, definitive   
certificates will be issued to beneficial owners of book-entry certificates, or 
their nominees, rather than to the depository, only if the depository or the    
depositor advises the trustee in writing that the depository is no longer       
willing, qualified or able to discharge properly its responsibilities as nominee
and depository with respect to the book-entry certificates and the depositor or 
the trustee is unable to locate a qualified                                     

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successor or after the occurrence of an event of default, beneficial owners of  
certificates representing not less than 51% of the aggregate percentage         
interests evidenced by each class of certificates of the related series issued  
as book-entry certificates advise the trustee and the depository through the    
financial intermediaries in writing that the continuation of a book-entry system
through the depository (or a successor to it) is no longer in the best interests
of the beneficial owners.                                                       

       Upon the occurrence of any of the events described in the preceding
paragraph, the trustee will be required to notify all beneficial owners of the  
occurrence of the event and the availability of definitive certificates. Upon   
surrender by the depository of the global certificate or certificates           
representing the book-entry certificates and instructions for re-registration,  
the trustee will issue the definitive certificates, and thereafter the trustee  
will recognize the holders of the definitive certificates as certificateholders 
under the pooling and servicing agreement relating to the series of             
certificates.                                                                   

CREDIT ENHANCEMENT

GENERAL                                                                         

          Credit enhancement may be provided for one or more classes of a series
of certificates or with respect to the Mortgage Assets in the related trust     
fund. Credit enhancement may be in the form of a limited financial guaranty     
policy issued by an entity named in the related prospectus supplement, the      
subordination of one or more classes of the certificates of the series, the     
establishment of one or more reserve funds, the use of a cross-support feature, 
use of a mortgage pool insurance policy, bankruptcy bond, special hazard        
insurance policy, surety bond, letter of credit, guaranteed investment contract 
or other method of credit enhancement described in the related prospectus       
supplement, or any combination of them. Credit enhancement may not provide      
protection against all risks of loss or guarantee repayment of the entire       
principal balance of the certificates and interest on them. If losses occur     
which exceed the amount covered by credit enhancement or which are not covered  
by the credit enhancement, certificateholders will bear their allocable share of
any deficiencies.                                                               

SUBORDINATION                                                                   

       If so specified in the related prospectus supplement, the rights of
holders of one or more classes of subordinated certificates will be subordinate 
to the rights of holders of one or more other classes of senior certificates of 
the series to distributions of scheduled principal, principal prepayments,      
interest or any combination of them that otherwise would have been payable to   
holders of subordinated certificates under the circumstances and to the extent  
specified in the related prospectus supplement. If specified in the related     
prospectus supplement, delays in receipt of scheduled payments on the Mortgage  
Assets and losses with respect to the Mortgage Assets will be borne first by the
various classes of subordinated certificates and thereafter by the various      
classes of senior certificates, in each case under the circumstances and subject
to the limitations specified in the related prospectus supplement. The aggregate
distributions of delinquent payments on the Mortgage Assets over the lives of   
the certificates or at any time, the aggregate losses on Mortgage Assets which  
must be borne by the subordinated certificates by virtue of subordination and   
the amount of the distributions otherwise distributable to the subordinated     
certificateholders that will be distributable to senior certificateholders on   
any distribution date may be limited as specified in the related prospectus     
supplement. If aggregate distributions of delinquent payments on the Mortgage   
Assets or aggregate losses on the Mortgage Assets were to exceed the amount     
specified in the related prospectus supplement, senior certificateholders would 
experience losses on the certificates.                                          

         If specified in the related prospectus supplement, various classes of
senior certificates and subordinated certificates may themselves be subordinate 
in their right to receive certain distributions to other classes of senior and  
subordinated certificates, respectively, through a cross support mechanism or   
otherwise.                                                                      

       As between classes of senior certificates and as between classes of
subordinated certificates, distributions may be allocated among the classes in  
the order of their scheduled final distribution dates, in accordance with a     
schedule or formula, in relation to the occurrence of events, or otherwise, in  
each case as specified in the related prospectus supplement. As between classes 
of subordinated certificates, payments to senior certificateholders on account  
of delinquencies or losses and payments to the reserve fund will be allocated as
specified in the related prospectus supplement.                                 

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MORTGAGE POOL INSURANCE POLICIES                                                

   If specified in the related prospectus supplement relating to a
mortgage pool, a separate mortgage pool insurance policy will be obtained for   
the mortgage pool and issued by the insurer named in the prospectus supplement. 
Each mortgage pool insurance policy will, subject to policy limitations, cover  
loss from default in payment on mortgage loans in the mortgage pool in an amount
equal to a percentage specified in the prospectus supplement of the aggregate   
principal balance of the mortgage loans on the cut-off date that are not covered
as to their entire outstanding principal balances by primary mortgage insurance 
policies. As more fully described below, the master servicer will present claims
under the insurance to the pool insurer on behalf of itself, the trustee and the
certificateholders. The mortgage pool insurance policies, however, are not      
blanket policies against loss, since claims under them may be made only for     
particular defaulted mortgage loans and only upon satisfaction of conditions    
precedent in the policy. The applicable prospectus supplement may specify that  
mortgage pool insurance will cover the failure to pay or the denial of a claim  
under a primary mortgage insurance policy, but if it does not, the mortgage pool
insurance policies will not cover losses due to a failure to pay or denial of a 
claim under a primary mortgage insurance policy.                                

        In general, each mortgage pool insurance policy will provide that no
claims may be validly presented unless                                          

  -    any required primary mortgage insurance policy is in effect for the
       defaulted mortgage loan and a claim under it has been submitted and
settled;                                                    

  -    hazard insurance on the related mortgaged property has been kept in
     force and real estate taxes and other protection and preservation
expenses have been paid;                                    

   -    if there has been physical loss or damage to the mortgaged property,
       it has been restored to its physical condition (reasonable wear and
tear excepted) at the time of issuance of the policy; and   

    -    the insured has acquired good and merchantable title to the mortgaged
property free and clear of liens except certain permitted   
encumbrances.                                               

         Upon satisfaction of these conditions, the pool insurer will have the
option either to purchase the mortgaged property at a price equal to the        
principal balance of the related mortgage loan plus accrued and unpaid interest 
at the mortgage rate to the date of the purchase and certain expenses incurred  
by the master servicer on behalf of the trustee and certificateholders or to pay
the amount by which the sum of the principal balance of the defaulted mortgage  
loan plus accrued and unpaid interest at the mortgage rate to the date of       
payment of the claim and the aforementioned expenses exceeds the proceeds       
received from an approved sale of the mortgaged property, in either case net of 
certain amounts paid or assumed to have been paid under the related primary     
mortgage insurance policy. If any mortgaged property is damaged, and proceeds,  
if any, from the related hazard insurance policy or a special hazard insurance  
policy or policies maintained for a series are insufficient to restore the      
damaged property to a condition sufficient to permit recovery under the mortgage
pool insurance policy, the master servicer will not be required to expend its   
own funds to restore the damaged property unless it determines that the         
restoration will increase the proceeds to certificateholders on liquidation of  
the mortgage loan after reimbursement of the master servicer for its expenses   
and the expenses will be recoverable by it through proceeds of the sale of the  
mortgaged property or proceeds of the related mortgage pool insurance policy or 
any related primary mortgage insurance policy.                                  

       The applicable prospectus supplement may specify that mortgage pool
insurance will cover various origination and servicing defaults, but if it does 
not, then no mortgage pool insurance policy will insure (and many primary       
mortgage insurance policies do not insure) against loss sustained from a default
arising from, among other things, fraud or negligence in the origination or     
servicing of a mortgage loan, including misrepresentation by the mortgagor, the 
originator or persons involved in its origination, or failure to construct a    
mortgaged property in accordance with plans and specifications. A failure of    
coverage for one of these reasons might result in a breach of the related       
seller's representations and, in that case, might result in an obligation on the
part of the seller to repurchase the defaulted mortgage loan if the breach      
cannot be cured by the seller. No mortgage pool insurance policy will cover (and
many primary mortgage insurance policies do not cover) a claim with respect to a
defaulted                                                                       

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mortgage loan occurring when the servicer of the mortgage loan, at the time of  
default or thereafter, was not approved by the applicable insurer.              

      The original amount of coverage under each mortgage pool insurance
policy will be maintained to the extent provided in the related prospectus      
supplement and may be reduced over the life of the related certificates by the  
aggregate dollar amount of claims paid less the aggregate of the net amounts    
realized by the pool insurer upon disposition of all foreclosed properties. The 
applicable prospectus supplement may provide that the claims paid will be net of
master servicer expenses and accrued interest, but if it does not, then the     
amount of claims paid will include certain expenses incurred by the master      
servicer as well as accrued interest on delinquent mortgage loans to the date of
payment of the claim. Accordingly, if aggregate net claims paid under any       
mortgage pool insurance policy reach the original policy limit, coverage under  
that mortgage pool insurance policy will be exhausted and any further losses    
will be borne by the certificateholders.                                        

SPECIAL HAZARD INSURANCE POLICIES                                               

         If specified in the related prospectus supplement, a separate special
hazard insurance policy will be obtained for the mortgage pool and will be      
issued by the insurer named in the prospectus supplement. Each special hazard   
insurance policy will, subject to policy limitations, protect holders of the    
related certificates from loss caused by the application of the coinsurance     
clause contained in hazard insurance policies and loss from damage to mortgaged 
properties caused by certain hazards not insured against under the standard form
of hazard insurance policy in the states where the mortgaged properties are     
located or under a flood insurance policy if the mortgaged property is located  
in a federally designated flood area. Some of the losses covered include        
earthquakes and, to a limited extent, tidal waves and related water damage or as
otherwise specified in the related prospectus supplement. See "The Pooling and  
Servicing Agreement -- Hazard Insurance." No special hazard insurance policy    
will cover losses from fraud or conversion by the trustee or master servicer,   
war, insurrection, civil war, certain governmental action, errors in design,    
faulty workmanship or materials (except under certain circumstances), nuclear or
chemical reaction, flood (if the mortgaged property is located in a federally   
designated flood area), nuclear or chemical contamination and certain other     
risks. The amount of coverage under any special hazard insurance policy will be 
specified in the related prospectus supplement. Each special hazard insurance   
policy will provide that no claim may be paid unless hazard and, if applicable, 
flood insurance on the property securing the mortgage loan have been kept in    
force and other protection and preservation expenses have been paid.            

      The applicable prospectus supplement may provide for other payment
coverage, but if it does not, then, subject to these limitations, each special  
hazard insurance policy will provide that where there has been damage to        
property securing a foreclosed mortgage loan (title to which has been acquired  
by the insured) and to the extent the damage is not covered by the hazard       
insurance policy or flood insurance policy, if any, maintained by the mortgagor 
or the master servicer, the special hazard insurer will pay the lesser of the   
cost of repair or replacement of the property or, upon transfer of the property 
to the special hazard insurer, the unpaid principal balance of the mortgage loan
at the time of acquisition of the property by foreclosure or deed in lieu of    
foreclosure, plus accrued interest to the date of claim settlement and certain  
expenses incurred by the master servicer with respect to the property. If the   
unpaid principal balance of a mortgage loan plus accrued interest and certain   
expenses is paid by the special hazard insurer, the amount of further coverage  
under the related special hazard insurance policy will be reduced by that amount
less any net proceeds from the sale of the property. Any amount paid to repair  
the property will further reduce coverage by that amount. So long as a mortgage 
pool insurance policy remains in effect, the payment by the special hazard      
insurer of the cost of repair or of the unpaid principal balance of the related 
mortgage loan plus accrued interest and certain expenses will not affect the    
total insurance proceeds paid to certificateholders, but will affect the        
relative amounts of coverage remaining under the related special hazard         
insurance policy and mortgage pool insurance policy.                            

    To the extent specified in the prospectus supplement, the master
servicer may deposit cash, an irrevocable letter of credit, or any other        
instrument acceptable to each nationally recognized rating agency rating the    
certificates of the related series at the request of the depositor in a special 
trust account to provide protection in lieu of or in addition to that provided  
by a special hazard insurance policy. The amount of any special hazard insurance
policy or of the deposit to the special trust account relating to the           
certificates may be reduced so long as the reduction will not result in a       
downgrading of the rating of the certificates by a rating agency rating         
certificates at the request of the depositor.                                   

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BANKRUPTCY BONDS                                                                

        If specified in the related prospectus supplement, a bankruptcy bond
to cover losses resulting from proceedings under the federal Bankruptcy Code    
with respect to a mortgage loan will be issued by an insurer named in the       
prospectus supplement. Each bankruptcy bond will cover, to the extent specified 
in the related prospectus supplement, certain losses resulting from a reduction 
by a bankruptcy court of scheduled payments of principal and interest on a      
mortgage loan or a reduction by the court of the principal amount of a mortgage 
loan and will cover certain unpaid interest on the amount of a principal        
reduction from the date of the filing of a bankruptcy petition. The required    
amount of coverage under each bankruptcy bond will be set forth in the related  
prospectus supplement. Coverage under a bankruptcy bond may be cancelled or     
reduced by the master servicer if the cancellation or reduction would not       
adversely affect the then current rating or ratings of the related certificates.
See "Certain Legal Aspects of the Mortgage Loans -- Anti-Deficiency Legislation 
and Other Limitations on Lenders."                                              

    To the extent specified in the prospectus supplement, the master
servicer may deposit cash, an irrevocable letter of credit or any other         
instrument acceptable to each nationally recognized rating agency rating the    
certificates of the related series at the request of the depositor in a special 
trust account to provide protection in lieu of or in addition to that provided  
by a bankruptcy bond. The amount of any bankruptcy bond or of the deposit to the
special trust account relating to the certificates may be reduced so long as the
reduction will not result in a downgrading of the rating of the certificates by 
a rating agency rating certificates at the request of the depositor.            

RESERVE FUND                                                                    

        If so specified in the related prospectus supplement, credit support
with respect to a series of certificates may be provided by one or more reserve 
funds held by the trustee, in trust, for the series of certificates. The related
prospectus supplement will specify whether or not a reserve fund will be        
included in the trust fund for a series.                                        

      The reserve fund for a series will be funded by a deposit of cash,
U.S. Treasury securities or instruments evidencing ownership of principal or    
interest payments on U.S. Treasury securities, letters of credit, demand notes, 
certificates of deposit, or a combination of them in an aggregate amount        
specified in the related prospectus supplement; by the deposit from time to time
of amounts specified in the related prospectus supplement to which the          
subordinated certificateholders, if any, would otherwise be entitled; or in any 
other manner specified in the related prospectus supplement.                    

      Any amounts on deposit in the reserve fund and the proceeds of any
other instrument deposited in it upon maturity will be held in cash or will be  
invested in permitted investments. The applicable prospectus supplement may     
specify a different definition of permitted investments, but if it does not,    
then permitted investments will include obligations of the United States and    
specified agencies of the United States, certificates of deposit, specified     
commercial paper, time deposits and bankers acceptances sold by eligible        
commercial banks, and specified repurchase agreements for United States         
government securities with eligible commercial banks. If a letter of credit is  
deposited with the trustee, the letter of credit will be irrevocable. Generally,
any deposited instrument will name the trustee, in its capacity as trustee for  
the certificateholders, as beneficiary and will be issued by an entity          
acceptable to each rating agency that rates the certificates at the request of  
the depositor. Additional information about the instruments deposited in the    
reserve funds will be set forth in the related prospectus supplement.           

          Any amounts so deposited and payments on instruments so deposited will
be available for withdrawal from the reserve fund for distribution to the       
certificateholders for the purposes, in the manner and at the times specified in
the related prospectus supplement.                                              

CROSS SUPPORT                                                                   

     If specified in the related prospectus supplement, the beneficial
ownership of separate groups of assets included in a trust fund may be evidenced
by separate classes of the related series of certificates. In that case, credit 
support may be provided by a cross support feature that requires that           
distributions be made on certificates evidencing a beneficial ownership interest
in other asset groups within the same trust fund. The related prospectus        
supplement for a series that includes a cross support feature will describe the 
manner and conditions for applying the cross support feature.                   

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   If specified in the related prospectus supplement, the coverage
provided by one or more forms of credit support may apply concurrently to two or
more related trust funds. If applicable, the related prospectus supplement will 
identify the trust funds to which the credit support relates and the manner of  
determining the amount of the coverage provided by it and of the application of 
the coverage to the identified trust funds.                                     

INSURANCE POLICIES, SURETY BONDS AND GUARANTIES                                 

If so provided in the prospectus supplement for a series of 
certificates, deficiencies in amounts otherwise payable on the certificates or  
certain of their classes will be covered by insurance policies or surety bonds  
provided by one or more insurance companies or sureties. These instruments may  
cover timely distributions of interest or full distributions of principal or    
both on the basis of a schedule of principal distributions set forth in or      
determined in the manner specified in the related prospectus supplement. In     
addition, if specified in the related prospectus supplement, a trust fund may   
also include bankruptcy bonds, special hazard insurance policies, other         
insurance or guaranties for the purpose of maintaining timely payments or       
providing additional protection against losses on the assets included in the    
trust fund, paying administrative expenses, or establishing a minimum           
reinvestment rate on the payments made on the assets or principal payment rate  
on the assets. These arrangements may include agreements under which            
certificateholders are entitled to receive amounts deposited in various accounts
held by the trustee on the terms specified in the prospectus supplement.        

OVERCOLLATERALIZATION                                                           

If so specified in the prospectus supplement for a series of
certificates, the aggregate principal balance of the underlying Trust Fund      
Assets as of the cut-off date may exceed the principal balance of the securities
being issued, thereby resulting in overcollateralization. In addition, if       
specified in the prospectus supplement, a portion of the interest payment on    
each Mortgage Asset may be applied as an additional distribution of principal to
reduce the principal balance of a particular class or classes of certificates   
and, thus, accelerate the rate of payment of principal on the class or classes  
of certificates. Reducing the principal balance of the certificates without a   
corresponding reduction in the principal balance of the underlying Mortgage     
Assets will result in or increase the level of overcollateralization.           

FINANCIAL INSTRUMENTS                                                           

         If specified in the related prospectus supplement, the trust fund may
include one or more swap arrangements or other financial instruments that are   
intended to meet the following goals:                                           

-    to convert the payments on some or all of the mortgage loans from
  fixed to floating payments, or from floating to fixed, or from
     floating based on a particular index to floating based on another
index;                                                      

   -    to provide payments in the event that any index rises above or falls
below specified levels; or                                  

   -    to provide protection against interest rate changes, certain type of
          losses, including reduced market value, or other payment shortfalls to
one or more classes of the related series.                  

    If a trust fund includes financial instruments of this type, the
instruments may be structured to be exempt from the registration requirements of
the Securities Act of 1933, as amended.                                         

 YIELD AND PREPAYMENT CONSIDERATIONS

         The yields to maturity and weighted average lives of the certificates
will be affected primarily by the amount and timing of principal payments       
received on or in respect of the Mortgage Assets included in the related trust  
fund. The original terms to maturity of the underlying mortgage loans of the    
Mortgage Assets in a given mortgage pool will vary depending upon the type of   
mortgage loans included in it, and each prospectus supplement will contain      
information about the type and maturities of the mortgage loans. The applicable 
prospectus supplement may indicate that some mortgage loans provide for         
prepayment penalties, but if it does not, then the mortgage loans may be prepaid
without penalty in full or in part at any time. The prepayment experience on the
underlying mortgage loans of the Mortgage Assets will affect the life of the    
related series of certificates.                                                 

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        A number of factors may affect the prepayment experience of mortgage
loans, including homeowner mobility, economic conditions, the presence and      
enforceability of due-on-sale clauses, mortgage market interest rates and the   
availability of mortgage funds.                                                 

The applicable prospectus supplement may indicate that some 
conventional mortgage loans do not have due-on-sale provisions, but if it does  
not, then all conventional mortgage loans will contain due-on-sale provisions   
permitting the mortgagee to accelerate the maturity of the loan upon sale or    
specified transfers by the mortgagor of the underlying mortgaged property.      
Mortgage loans insured by the FHA and mortgage loans partially guaranteed by the
VA are assumable with the consent of the FHA and the VA, respectively. Thus, the
rate of prepayments on those mortgage loans may be lower than that on           
conventional mortgage loans bearing comparable interest rates. The master       
servicer generally will enforce any due-on-sale or due-on-encumbrance clause, to
the extent it has knowledge of the conveyance or further encumbrance or the     
proposed conveyance or proposed further encumbrance of the mortgaged property   
and reasonably believes that it is entitled to do so under applicable law.      
However, the master servicer will not take any enforcement action that would    
impair or threaten to impair any recovery under any related insurance policy.   
See "The Pooling and Servicing Agreement -- Collection Procedures" and "Certain 
Legal Aspects of the Mortgage Loans" for a description of certain provisions of 
each pooling and servicing agreement and certain legal developments that may    
affect the prepayment experience on the mortgage loans.                         

         The rate of prepayments of conventional mortgage loans has fluctuated
significantly in recent years. In general, if prevailing rates fall             
significantly below the mortgage rates borne by the mortgage loans, the mortgage
loans are likely to be subject to higher prepayment rates than if prevailing    
interest rates remain at or above those mortgage rates. Conversely, if          
prevailing interest rates rise appreciably above the mortgage rates borne by the
mortgage loans, the mortgage loans are likely to experience a lower prepayment  
rate than if prevailing rates remain at or below those mortgage rates. However, 
there can be no assurance that this will be the case.                           

       When a full prepayment is made on a mortgage loan, the mortgagor is
charged interest on the principal amount of the mortgage loan prepaid only for  
the number of days in the month actually elapsed up to the date of the          
prepayment rather than for a full month. Thus, in most instances, the effect of 
prepayments in full will be to reduce the amount of interest passed through in  
the following month to certificateholders. Partial prepayments in a given month 
may be applied to the outstanding principal balances of the mortgage loans so   
prepaid in the month of receipt or the month following receipt. In the latter   
case, partial prepayments will not reduce the amount of interest passed through 
in the month.                                                                   

       Interest payable on the certificates on any given distribution date
will include all interest accrued during their related interest accrual period. 
The interest accrual period for the certificates of each series will be         
specified in the applicable prospectus supplement. If the interest accrual      
period ends two or more days before the related distribution date, your         
effective yield will be less than it would be if the interest accrual period    
ended the day before the distribution date, and your effective yield at par     
would be less than the indicated coupon rate.                                   

        Under specified circumstances, the master servicer or the holders of
the residual interests in a REMIC may have the option to purchase the assets of 
a trust fund thereby effecting earlier retirement of the related series of      
certificates. See "The Pooling and Servicing Agreement -- Termination; Optional 
Termination."                                                                   

     Factors other than those identified in this prospectus and in the
related prospectus supplement could significantly affect principal prepayments  
at any time and over the lives of the certificates. The relative contribution of
the various factors affecting prepayment may also vary from time to time. There 
can be no assurance as to the rate of payment of principal of the Mortgage      
Assets at any time or over the lives of the certificates.                       

       The prospectus supplement relating to a series of certificates will
discuss in greater detail the effect of the rate and timing of principal        
payments (including principal prepayments), delinquencies and losses on the     
yield, weighted average lives and maturities of the certificates.               

 THE POOLING AND SERVICING AGREEMENT

        The following is a summary of the material provisions of the pooling
and servicing agreement which are not described elsewhere in this prospectus.   
Where particular provisions or terms used in the pooling and servicing agreement
are referred to, the provisions or terms are as specified in the related pooling
and servicing agreement.                                                        

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ASSIGNMENT OF MORTGAGE ASSETS                                                   

    Assignment of the Mortgage Loans. At the time of issuance of the
certificates of a series, the depositor will cause the mortgage loans comprising
the related trust fund to be assigned to the trustee, together with all         
principal and interest received by or on behalf of the depositor on or with     
respect to the mortgage loans after the cut-off date, other than principal and  
interest due on or before the cut-off date and other than any retained interest 
specified in the related prospectus supplement. The trustee will, concurrently  
with the assignment, deliver the certificates to the depositor in exchange for  
the mortgage loans. Each mortgage loan will be identified in a schedule         
appearing as an exhibit to the related pooling and servicing agreement. The     
schedule will include information as to the outstanding principal balance of    
each mortgage loan after application of payments due on the cut-off date, as    
well as information regarding the mortgage rate, the current scheduled monthly  
payment of principal and interest, the maturity of the loan, the Loan-to-Value  
Ratio at origination and other specified information.                           

       In addition, the depositor will deliver or cause to be delivered to
the trustee (or to the custodian) for each mortgage loan                        

   -    the mortgage note endorsed without recourse in blank or to the order
        of the trustee, except that the depositor may deliver or cause to be
         delivered a lost note affidavit in lieu of any original mortgage note
that has been lost,                                         

 -    the mortgage, deed of trust or similar instrument with evidence of
        recording indicated on it (except for any mortgage not returned from
         the public recording office, in which case the depositor will deliver
   or cause to be delivered a copy of the mortgage together with a
      certificate that the original of the mortgage was delivered to the
     recording office or some other arrangement will be provided for),

  -    an assignment of the mortgage to the trustee in recordable form and

-    any other security documents specified in the related prospectus 
supplement or the related pooling and servicing agreement.  

The applicable prospectus supplement may provide other arrangements for assuring
the priority of the assignments, but if it does not, then the depositor will    
promptly cause the assignments of the related loans to be recorded in the       
appropriate public office for real property records, except in states in which  
in the opinion of counsel recording is not required to protect the trustee's    
interest in the loans against the claim of any subsequent transferee or any     
successor to or creditor of the depositor or the originator of the loans.       

      With respect to any mortgage loans that are cooperative loans, the
depositor will cause to be delivered to the trustee                             

 -    the related original cooperative note endorsed without recourse in
       blank or to the order of the trustee (or, to the extent the related
        pooling and servicing agreement so provides, a lost note affidavit),

-    the original security agreement,                                 

-    the proprietary lease or occupancy agreement,                    

-    the recognition agreement,                                       

-    an executed financing agreement and                              

 -    the relevant stock certificate, related blank stock powers and any
  other document specified in the related prospectus supplement.

     The depositor will cause to be filed in the appropriate office an
assignment and a financing statement evidencing the trustee's security interest 
in each cooperative loan.                                                       

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          The trustee (or the custodian) will review the mortgage loan documents
within the time period specified in the related prospectus supplement after     
receipt of them, and the trustee will hold the documents in trust for the       
benefit of the certificateholders. Generally, if the document is found to be    
missing or defective in any material respect, the trustee (or the custodian)    
will notify the master servicer and the depositor, and the master servicer will 
notify the related seller. If the seller cannot cure the omission or defect     
within the time period specified in the related prospectus supplement after     
receipt of the notice, the seller will be obligated to purchase the related     
mortgage loan from the trustee at the purchase price or, if so specified in the 
related prospectus supplement, replace the mortgage loan with another mortgage  
loan that meets specified requirements. There can be no assurance that a seller 
will fulfill this purchase obligation. Although the master servicer may be      
obligated to enforce the obligation to the extent described under "Mortgage Loan
Program -- Representations by Sellers; Repurchases," neither the master servicer
nor the depositor will be obligated to purchase the mortgage loan if the seller 
defaults on its purchase obligation, unless the breach also constitutes a breach
of the representations or warranties of the master servicer or the depositor.   
The applicable prospectus supplement may provide other remedies but if it does  
not, then this purchase obligation constitutes the sole remedy available to the 
certificateholders or the trustee for omission of, or a material defect in, a   
constituent document.                                                           

       The trustee will be authorized to appoint a custodian pursuant to a
custodial agreement to maintain possession of and, if applicable, to review the 
documents relating to the mortgage loans as agent of the trustee.               

   Notwithstanding these provisions, unless the related prospectus
supplement otherwise provides, no mortgage loan will be purchased from a trust  
fund for which one or more REMIC elections are made if the purchase would result
in the imposition of a prohibited transaction tax under the Code.               

        Assignment of Agency Securities. The depositor will cause the Agency
Securities to be registered in the name of the trustee or its nominee, and the  
trustee concurrently will execute, countersign and deliver the certificates.    
Each Agency Security will be identified in a schedule appearing as an exhibit to
the pooling and servicing agreement, which will specify as to each Agency       
Security the original principal amount and outstanding principal balance as of  
the cut-off date, the annual pass-through rate and the maturity date.           

        Assignment of Private Mortgage-Backed Securities. The depositor will
cause the Private Mortgage- Backed Securities to be registered in the name of   
the trustee. The trustee (or the custodian) will have possession of any         
certificated Private Mortgage-Backed Securities. Generally, the trustee will not
be in possession of or be assignee of record of any underlying assets for a     
Private Mortgage-Backed Security. See "The Trust Fund -- Private Mortgage-Backed
Securities." Each Private Mortgage-Backed Security will be identified in a      
schedule appearing as an exhibit to the related pooling and servicing agreement 
which will specify the original principal amount, outstanding principal balance 
as of the cut-off date, annual pass-through rate or interest rate and maturity  
date and other specified pertinent information for each Private Mortgage-Backed 
Security conveyed to the trustee.                                               

PAYMENTS ON MORTGAGE ASSETS; DEPOSITS TO CERTIFICATE ACCOUNT                    

  The master servicer will establish and maintain or cause to be
established and maintained for the related trust fund a separate account or     
accounts for the collection of payments on the related Mortgage Assets in the   
trust fund (the "Certificate Account"). The applicable prospectus supplement may
provide for other requirements for the Certificate Account, but if it does not, 
then the Certificate Account must be either                                     

     -    maintained with a depository institution the short-term unsecured debt
   obligations of which are rated in the highest short-term rating
          category by the nationally recognized statistical rating organizations
        (other than Standard & Poor's) that rated one or more classes of the
          related series of certificates at the request of the depositor, or one
   of the two highest short-term ratings categories if the related
    certificates are rated by Standard & Poor's, or in the case of a
        depository institution that is the principal subsidiary of a holding
          company, the short-term debt obligations of the holding company are so
rated,                                                      

   -    an account or accounts the deposits in which are insured by the FDIC
      or SAIF to the limits established by the FDIC or the SAIF, and the
   uninsured deposits in which are otherwise secured such that, as
     evidenced by an opinion of counsel, the certificateholders have a
   claim with respect to the funds in the Certificate Account or a
     perfected first priority security interest against any collateral
securing the funds that is                                  

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          superior to the claims of any other depositors or general creditors of
    the depository institution with which the Certificate Account is
maintained,                                                 

    -    a trust account or accounts maintained with the trust department of a
         federal or a state chartered depository institution or trust company,
acting in a fiduciary capacity or                           

     -    an account or accounts otherwise acceptable to each rating agency that
          rated one or more classes of the related series of certificates at the
request of the depositor.                                   

The collateral eligible to secure amounts in the Certificate Account is limited 
to defined permitted investments. A Certificate Account may be maintained as an 
interest bearing account or the funds held in it may be invested pending each   
succeeding distribution date in defined permitted investments. To the extent    
provided in the related prospectus supplement, the master servicer or its       
designee will be entitled to receive the interest or other income earned on     
funds in the Certificate Account as additional compensation and will be         
obligated to deposit in the Certificate Account the amount of any loss          
immediately as realized. The Certificate Account may be maintained with the     
master servicer or with a depository institution that is an affiliate of the    
master servicer, provided it meets the standards set forth above.               

    The master servicer will deposit or cause to be deposited in the
Certificate Account for each trust fund within two days following its receipt or
on a daily basis, to the extent the master servicer's or its parent's long term 
credit rating does not satisfy the requirements set forth in the related pooling
and servicing agreement, the following payments and collections received or     
advances made by or on behalf of it after the cut-off date (other than payments 
due on or before the cut-off date and exclusive of any amounts representing any 
retained interest specified in the related prospectus supplement):              

    -    all payments on account of principal, including principal prepayments
      and, if specified in the related prospectus supplement, prepayment
penalties, on the mortgage loans;                           

-    all payments on account of interest on the mortgage loans, net of
applicable servicing compensation;                          

-    all proceeds (net of unreimbursed payments of property taxes,    
       insurance premiums and similar items ("Insured Expenses") incurred,
         and unreimbursed advances made, by the master servicer) of the hazard
          insurance policies and any primary mortgage insurance policies, to the
          extent the proceeds are not applied to the restoration of the property
         or released to the mortgagor in accordance with the master servicer's
  normal servicing procedures and all other cash amounts (net of
    unreimbursed expenses incurred in connection with liquidation or
        foreclosure and unreimbursed advances, if any) received and retained
      in connection with the liquidation of defaulted mortgage loans, by
          foreclosure or otherwise, together with any net proceeds received on a
          monthly basis with respect to any properties acquired on behalf of the
     certificateholders by foreclosure or deed in lieu of foreclosure;

-    all proceeds of any mortgage loan or property in respect thereof 
    purchased by the master servicer, the depositor or any seller as
         described under "Mortgage Loan Program -- Representations by Sellers;
         Repurchases" or "The Pooling and Servicing Agreement -- Assignment of
Mortgage Assets" above and all proceeds of any mortgage loan
          repurchased as described under "The Pooling and Servicing Agreement --
Termination; Optional Termination";                         

    -    all payments required to be deposited in the Certificate Account with
    respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance";                       

-    any amount required to be deposited by the master servicer in    
         connection with losses realized on investments for the benefit of the
        master servicer of funds held in the Certificate Account and, to the
       extent specified in the related prospectus supplement, any payments
 required to be made by the master servicer in connection with
prepayment interest shortfalls; and                         

    -    all other amounts required to be deposited in the Certificate Account
pursuant to the pooling and servicing agreement.            

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          The master servicer (or the depositor, as applicable) may from time to
time direct the institution that maintains the Certificate Account to withdraw  
funds from the Certificate Account for the following purposes:                  

-    to pay to the master servicer the servicing fees described in the
        related prospectus supplement, the master servicing fees (subject to
        reduction) and, as additional servicing compensation, earnings on or
 investment income with respect to funds in the amounts in the
Certificate Account credited thereto;                       

-    to reimburse the master servicer for advances, the right of      
    reimbursement with respect to any mortgage loan being limited to
  amounts received that represent late recoveries of payments of
         principal and interest on the mortgage loan (or insurance proceeds or
          liquidation proceeds from the mortgage loan) with respect to which the
advance was made;                                           

     -    to reimburse the master servicer for any advances previously made that
the master servicer has determined to be nonrecoverable;    

   -    to reimburse the master servicer from insurance proceeds not used to
         restore the property for expenses incurred by the master servicer and
covered by the related insurance policies;                  

    -    to reimburse the master servicer for unpaid master servicing fees and
        unreimbursed out-of-pocket costs and expenses incurred by the master
          servicer in the performance of its servicing obligations, the right of
     reimbursement being limited to amounts received representing late
recoveries of the payments for which the advances were made;

   -    to pay to the master servicer, with respect to each mortgage loan or
       property acquired in respect thereof that has been purchased by the
        master servicer pursuant to the pooling and servicing agreement, all
          amounts received on them and not taken into account in determining the
principal balance of the repurchased mortgage loan;         

-    to reimburse the master servicer or the depositor for expenses   
   incurred and reimbursable pursuant to the pooling and servicing
agreement;                                                  

   -    to withdraw any amount deposited in the Certificate Account that was
not required to be deposited in it; and                     

     -    to clear and terminate the Certificate Account upon termination of the
pooling and servicing agreement.                            

   In addition, the pooling and servicing agreement will generally
provide that on or before the business day preceding each distribution date, the
master servicer shall withdraw from the Certificate Account the amount of       
Available Funds, to the extent on deposit, for deposit in an account maintained 
by the trustee for the related series of certificates.                          

COLLECTION PROCEDURES                                                           

       The master servicer, directly or through one or more sub-servicers,
will make reasonable efforts to collect all payments called for under the       
mortgage loans and will, consistent with each pooling and servicing agreement   
and any mortgage pool insurance policy, primary mortgage insurance policy, FHA  
insurance, VA guaranty and bankruptcy bond or alternative arrangements, follow  
the collection procedures it customarily follows for mortgage loans that are    
comparable to the mortgage loans. Consistent with the above, the master servicer
may, in its discretion, waive any assumption fee, late payment or other charge  
in connection with a mortgage loan and arrange with a mortgagor a schedule for  
the liquidation of delinquencies running for no more than 125 days after the    
applicable due date for each payment to the extent not inconsistent with the    
coverage of the mortgage loan by a mortgage pool insurance policy, primary      
mortgage insurance policy, FHA insurance, VA guaranty or bankruptcy bond or     
alternative arrangements, if applicable. To the extent the master servicer is   
obligated to make or to cause to be made advances, the obligation will remain   
during any period of such an arrangement.                                       

The applicable prospectus supplement may provide for other  
alternatives regarding due-on-sale clauses, but if it does not, then in any case
in which property securing a conventional mortgage loan has been, or is about to
be,                                                                             

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conveyed by the mortgagor, the master servicer will, to the extent it has       
knowledge of the conveyance or proposed conveyance, exercise or cause to be     
exercised its rights to accelerate the maturity of the mortgage loan under any  
due-on-sale clause applicable to it, but only if permitted by applicable law and
the exercise will not impair or threaten to impair any recovery under any       
related primary mortgage insurance policy. If these conditions are not met or if
the master servicer reasonably believes it is unable under applicable law to    
enforce the due-on-sale clause or if the mortgage loan is insured by the FHA or 
partially guaranteed by the VA, the master servicer will enter into or cause to 
be entered into an assumption and modification agreement with the person to whom
the property has been or is about to be conveyed, pursuant to which that person 
becomes liable for repayment of the mortgage loan and, to the extent permitted  
by applicable law, the mortgagor also remains liable on it. Any fee collected by
or on behalf of the master servicer for entering into an assumption agreement   
will be retained by or on behalf of the master servicer as additional servicing 
compensation. See "Certain Legal Aspects of the Mortgage Loans -- Due-on-Sale   
Clauses." The terms of the related mortgage loan may not be changed in          
connection with an assumption.                                                  

       Any prospective purchaser of a cooperative apartment will generally
have to obtain the approval of the board of directors of the relevant           
cooperative before purchasing the shares and acquiring rights under the related 
proprietary lease or occupancy agreement. See "Certain Legal Aspects of the     
Mortgage Loans." This approval is usually based on the purchaser's income and   
net worth and numerous other factors. Although the cooperative's approval is    
unlikely to be unreasonably withheld or delayed, the necessity of acquiring the 
approval could limit the number of potential purchasers for those shares and    
otherwise limit the trust fund's ability to sell and realize the value of shares
securing a cooperative loan.                                                    

  In general, a "tenant-stockholder" (as defined in Code Section
216(b)(2)) of a corporation that qualifies as a "cooperative housing            
corporation" within the meaning of Code Section 216(b)(1) is allowed a deduction
for amounts paid or accrued within his taxable year to the corporation          
representing his proportionate share of certain interest expenses and certain   
real estate taxes allowable as a deduction under Code Section 216(a) to the     
corporation under Code Sections 163 and 164. In order for a corporation to      
qualify under Code Section 216(b)(1) for its taxable year in which the items are
allowable as a deduction to the corporation, the Section requires, among other  
things, that at least 80% of the gross income of the corporation be derived from
its tenant-stockholders (as defined in Code Section 216(b)(2)). By virtue of    
this requirement, the status of a corporation for purposes of Code Section      
216(b)(1) must be determined on a year-to-year basis. Consequently, there can be
no assurance that cooperatives relating to the cooperative loans will qualify   
under Section 216(b)(1) for any particular year. If a cooperative fails to      
qualify for one or more years, the value of the collateral securing any related 
cooperative loans could be significantly impaired because no deduction would be 
allowable to tenant-stockholders under Code Section 216(a) with respect to those
years. In view of the significance of the tax benefits accorded                 
tenant-stockholders of a corporation that qualifies under Code Section          
216(b)(1), the likelihood that a failure to qualify would be permitted to       
continue over a period of years appears remote.                                 

HAZARD INSURANCE                                                                

        The master servicer will require the mortgagor on each mortgage loan
to maintain a hazard insurance policy providing for no less than the coverage of
the standard form of fire insurance policy with extended coverage customary for 
the type of mortgaged property in the state in which the mortgaged property is  
located. The coverage will be in an amount that is at least equal to the lesser 
of                                                                              

    -    the maximum insurable value of the improvements securing the mortgage
loan or                                                     

-    the greater of                                                   

   -    the outstanding principal balance of the mortgage loan and

-    an amount such that the proceeds of the policy shall be
       sufficient to prevent the mortgagor or the mortgagee from
becoming a co-insurer.                            

All amounts collected by the master servicer under any hazard policy (except for
amounts to be applied to the restoration or repair of the mortgaged property or 
released to the mortgagor in accordance with the master servicer's normal       
servicing procedures) will be deposited in the related Certificate Account. If  
the master servicer maintains a blanket policy insuring against hazard losses on
all the mortgage loans comprising part of a trust fund, it will have            

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satisfied its obligation relating to the maintenance of hazard insurance. The   
blanket policy may contain a deductible clause, in which case the master        
servicer will be required to deposit from its own funds into the related        
Certificate Account the amounts that would have been deposited therein but for  
the clause.                                                                     

      In general, the standard form of fire and extended coverage policy
covers physical damage to or destruction of the improvements securing a mortgage
loan by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and 
civil commotion, subject to the conditions and exclusions particularized in each
policy. Although the policies relating to the mortgage loans may have been      
underwritten by different insurers under different state laws in accordance with
different applicable forms and therefore may not contain identical terms, their 
basic terms are dictated by the respective state laws, and most policies        
typically do not cover any physical damage resulting from war, revolution,      
governmental actions, floods and other water-related causes, earth movement     
(including earthquakes, landslides and mud flows), nuclear reactions, wet or dry
rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, 
vandalism. This list is merely indicative of certain kinds of uninsured risks   
and is not all inclusive. If the mortgaged property securing a mortgage loan is 
located in a federally designated special flood area at the time of origination,
the master servicer will require the mortgagor to obtain and maintain flood     
insurance.                                                                      

  The hazard insurance policies covering properties securing the
mortgage loans typically contain a clause that in effect requires the insured at
all times to carry insurance of a specified percentage (generally 80% to 90%) of
the full replacement value of the insured property in order to recover the full 
amount of any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability upon partial loss will not exceed the  
larger of the actual cash value (generally defined as replacement cost at the   
time and place of loss, less physical depreciation) of the improvements damaged 
or destroyed and the proportion of the loss that the amount of insurance carried
bears to the specified percentage of the full replacement cost of the           
improvements. Since the amount of hazard insurance the master servicer may cause
to be maintained on the improvements securing the mortgage loans declines as the
principal balances owing on them decrease, and since improved real estate       
generally has appreciated in value over time in the past, the effect of this    
requirement upon partial loss may be that hazard insurance proceeds will be     
insufficient to fully restore the damaged property. If specified in the related 
prospectus supplement, a special hazard insurance policy will be obtained to    
insure against certain of the uninsured risks described above. See "Credit      
Enhancement -- Special Hazard Insurance Policies" and "Credit Enhancements --   
Insurance -- Special Hazard Insurance Policy" in the related prospectus         
supplement.                                                                     

        The master servicer will not require that a standard hazard or flood
insurance policy be maintained on the cooperative dwelling relating to any      
cooperative loan. Generally, the cooperative itself is responsible for          
maintenance of hazard insurance for the property owned by the cooperative and   
the tenant-stockholders of that cooperative do not maintain individual hazard   
insurance policies. To the extent, however, that a cooperative and the related  
borrower on a cooperative loan do not maintain insurance or do not maintain     
adequate coverage or any insurance proceeds are not applied to the restoration  
of damaged property, any damage to the borrower's cooperative dwelling or the   
cooperative's building could significantly reduce the value of the collateral   
securing the cooperative loan.                                                  

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

          Primary Mortgage Insurance Policies. The master servicer will maintain
or cause to be maintained, as the case may be, in effect, to the extent         
specified in the related prospectus supplement, a primary mortgage insurance    
policy with regard to each mortgage loan for which coverage is required. The    
master servicer will not cancel or refuse to renew any primary mortgage         
insurance policy in effect at the time of the initial issuance of a series of   
certificates that is required to be kept in force under the applicable pooling  
and servicing agreement unless the replacement primary mortgage insurance policy
for the cancelled or nonrenewed policy is maintained with an insurer whose      
claims-paying ability is sufficient to maintain the current rating of the       
classes of certificates of the series that have been rated.                     

          Although the terms of primary mortgage insurance vary, the amount of a
claim for benefits under a primary mortgage insurance policy covering a mortgage
loan will consist of the insured percentage of the unpaid principal amount of   
the covered mortgage loan and accrued and unpaid interest on it and             
reimbursement of certain expenses, less all rents or other payments collected or
received by the insured (other than the proceeds of hazard insurance) that are  
derived from or in any way related to the mortgaged property, hazard insurance  
proceeds in excess of the                                                       

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amount required to restore the mortgaged property and which have not been       
applied to the payment of the mortgage loan, amounts expended but not approved  
by the issuer of the related primary mortgage insurance policy, claim payments  
previously made by the primary insurer and unpaid premiums.                     

          Primary mortgage insurance policies reimburse certain losses sustained
from defaults in payments by borrowers. Primary mortgage insurance policies will
not insure against, and exclude from coverage, a loss sustained from a default  
arising from or involving certain matters, including fraud or negligence in     
origination or servicing of the mortgage loans, including misrepresentation by  
the originator, mortgagor or other persons involved in the origination of the   
mortgage loan; failure to construct the mortgaged property subject to the       
mortgage loan in accordance with specified plans; physical damage to the        
mortgaged property; and the related sub-servicer not being approved as a        
servicer by the primary insurer.                                                

       Recoveries Under A Primary Mortgage Insurance Policy. As conditions
precedent to the filing of or payment of a claim under a primary mortgage       
insurance policy covering a mortgage loan, the insured will be required to      

-    advance or discharge                                             

  -    all hazard insurance policy premiums and as necessary and
              approved in advance by the primary insurer, real estate property
            taxes, all expenses required to maintain the related mortgaged
        property in at least as good a condition as existed at the
               effective date of the primary mortgage insurance policy, ordinary
            wear and tear excepted, mortgaged property sales expenses, any
       specified outstanding liens on the mortgaged property and
     foreclosure costs, including court costs and reasonable
attorneys' fees;                                  

   -    upon any physical loss or damage to the mortgaged property, have the
  mortgaged property restored and repaired to at least as good a
      condition as existed at the effective date of the primary mortgage
insurance policy, ordinary wear and tear excepted; and      

-    tender to the primary insurer good and merchantable title to and 
possession of the mortgaged property.                       

 The master servicer, on behalf of itself, the trustee and the
certificateholders, will present claims to the insurer under each primary       
mortgage insurance policy, and will take any reasonable steps consistent with   
its practices regarding comparable mortgage loans and necessary to receive      
payment or to permit recovery under the policy with respect to defaulted        
mortgage loans. As set forth above, all collections by or on behalf of the      
master servicer under any primary mortgage insurance policy and, when the       
mortgaged property has not been restored, the hazard insurance policy, are to be
deposited in the Certificate Account, subject to withdrawal as heretofore       
described.                                                                      

   If the mortgaged property securing a defaulted mortgage loan is
damaged and proceeds, if any, from the related hazard insurance policy are      
insufficient to restore the damaged mortgaged property to a condition sufficient
to permit recovery under the related primary mortgage insurance policy, if any, 
the master servicer is not required to expend its own funds to restore the      
damaged mortgaged property unless it determines that the restoration will       
increase the proceeds to certificateholders on liquidation of the mortgage loan 
after reimbursement of the master servicer for its expenses and that the        
expenses will be recoverable by it from related insurance proceeds or           
liquidation proceeds.                                                           

      If recovery on a defaulted mortgage loan under any related primary
mortgage insurance policy is not available for the reasons set forth in the     
preceding paragraph, or if the defaulted mortgage loan is not covered by a      
primary mortgage insurance policy, the master servicer will be obligated to     
follow or cause to be followed the normal practices and procedures that it deems
appropriate to realize upon the defaulted mortgage loan. If the proceeds of any 
liquidation of the mortgaged property securing the defaulted mortgage loan are  
less than the principal balance of the mortgage loan plus interest accrued on it
that is payable to certificateholders, the trust fund will realize a loss in the
amount of the difference plus the aggregate of expenses incurred by the master  
servicer in connection with the proceedings that are reimbursable under the     
pooling and servicing agreement. In the unlikely event that the proceedings     
result in a total recovery which is, after reimbursement to the master servicer 
of its expenses, in excess of the principal balance of the mortgage loan plus   
interest accrued on it that is payable to certificateholders, the master        
servicer will be entitled to withdraw or retain from the Certificate Account    
amounts                                                                         

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representing its normal servicing compensation with respect to the mortgage loan
and, unless otherwise specified in the related prospectus supplement, amounts   
representing the balance of the excess, exclusive of any amount required by law 
to be forwarded to the related mortgagor, as additional servicing compensation. 

          If the master servicer or its designee recovers insurance proceeds not
used to restore the property which, when added to any related liquidation       
proceeds and after deduction of certain expenses reimbursable to the master     
servicer, exceed the principal balance of a mortgage loan plus interest accrued 
thereon that is payable to certificateholders, the master servicer will be      
entitled to withdraw or retain from the Certificate Account amounts representing
its normal servicing compensation with respect to the mortgage loan. If the     
master servicer has expended its own funds to restore the damaged mortgaged     
property and the funds have not been reimbursed under the related hazard        
insurance policy, it will be entitled to withdraw from the Certificate Account  
out of related liquidation proceeds or insurance proceeds an amount equal to the
expenses incurred by it, in which event the trust fund may realize a loss up to 
the amount so charged. Since insurance proceeds cannot exceed deficiency claims 
and certain expenses incurred by the master servicer, no insurance payment or   
recovery will result in a recovery to the trust fund that exceeds the principal 
balance of the defaulted mortgage loan together with accrued interest on it. See
"Credit Enhancement" in this prospectus and in the related prospectus           
supplement.                                                                     

          FHA Insurance; VA Guaranties. Mortgage loans designated in the related
prospectus supplement as insured by the FHA will be insured by the FHA as       
authorized under the National Housing Act of 1934, as amended, and the United   
States Housing Act of 1937, as amended. Those mortgage loans will be insured    
under various FHA programs including the standard FHA 203(b) program to finance 
the acquisition of one-to four-family housing units and the FHA 245 graduated   
payment mortgage program. These programs generally limit the principal amount   
and interest rates of the mortgage loans insured. Mortgage loans insured by the 
FHA generally require a minimum down payment of approximately 5% of the original
principal amount of the loan. No FHA-insured mortgage loans relating to a series
may have an interest rate or original principal amount exceeding the applicable 
FHA limits at the time of origination of the loan.                              

    The insurance premiums for mortgage loans insured by the FHA are
collected by lenders approved by the HUD or by the master servicer or any       
sub-servicers and are paid to the FHA. The regulations governing FHA            
single-family mortgage insurance programs provide that insurance benefits are   
payable either upon foreclosure (or other acquisition of possession) and        
conveyance of the mortgaged premises to HUD or upon assignment of the defaulted 
mortgage loan to HUD. With respect to a defaulted FHA-insured mortgage loan, the
master servicer or any sub-servicer is limited in its ability to initiate       
foreclosure proceedings. When it is determined, either by the master servicer or
any sub-servicer or HUD, that default was caused by circumstances beyond the    
mortgagor's control, the master servicer or any sub-servicer is expected to make
an effort to avoid foreclosure by entering, if feasible, into one of a number of
available forms of forbearance plans with the mortgagor. These plans may involve
the reduction or suspension of regular mortgage payments for a specified period,
with the payments to be made up on or before the maturity date of the mortgage, 
or the recasting of payments due under the mortgage up to or beyond the maturity
date. In addition, when a default caused by circumstances beyond the mortgagor's
control is accompanied by certain other criteria, HUD may provide relief by     
making payments to the master servicer or any sub-servicer in partial or full   
satisfaction of amounts due 'under the mortgage loan (which payments are to be  
repaid by the mortgagor to HUD) or by accepting assignment of the loan from the 
master servicer or any sub-servicer. With certain exceptions, at least three    
full monthly installments must be due and unpaid under the mortgage loan and HUD
must have rejected any request for relief from the mortgagor before the master  
servicer or any sub-servicer may initiate foreclosure proceedings.              

         HUD has the option, in most cases, to pay insurance claims in cash or
in debentures issued by HUD. Currently, claims are being paid in cash, and      
claims have not been paid in debentures since 1965. HUD debentures issued in    
satisfaction of FHA insurance claims bear interest at the applicable HUD        
debentures interest rate. The master servicer of any sub-servicer of each       
FHA-insured mortgage loan will be obligated to purchase the debenture issued in 
satisfaction of the mortgage loan upon default for an amount equal to the       
principal amount of the debenture.                                              

          The amount of insurance benefits generally paid by the FHA is equal to
the entire unpaid principal amount of the defaulted mortgage loan adjusted to   
reimburse the master servicer or sub-servicer for certain costs and expenses and
to deduct certain amounts received or retained by the master servicer or        
sub-servicer after default. When entitlement to insurance benefits results from 
foreclosure (or other acquisition of possession) and conveyance                 

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to HUD, the master servicer or sub-servicer is compensated for no more than     
two-thirds of its foreclosure costs, and is compensated for accrued and unpaid  
interest but in general only to the extent it was allowed pursuant to a         
forbearance plan approved by HUD. When entitlement to insurance benefits results
from assignment of the mortgage loan to HUD, the insurance payment includes full
compensation for interest accrued and unpaid to the assignment date. The        
insurance payment itself, upon foreclosure of an FHA-insured mortgage loan,     
bears interest from a date 30 days after the mortgagor's first uncorrected      
failure to perform any obligation to make any payment due under the mortgage    
loan and, upon assignment, from the date of assignment to the date of payment of
the claim, in each case at the same interest rate as the applicable HUD         
debenture interest rate as described above.                                     

     Mortgage loans designated in the related prospectus supplement as
guaranteed by the VA will be partially guaranteed by the VA under the           
Serviceman's Readjustment Act of 1944, as amended. The Serviceman's Readjustment
Act of 1944, as amended, permits a veteran (or in certain instances the spouse  
of a veteran) to obtain a mortgage loan guaranty by the VA covering mortgage    
financing of the purchase of a one- to four-family dwelling unit at interest    
rates permitted by the VA. The program has no mortgage loan limits, requires no 
down payment from the purchaser and permits the guarantee of mortgage loans of  
up to 30 years' duration. However, no mortgage loan guaranteed by the VA will   
have an original principal amount greater than five times the partial VA        
guaranty for the mortgage loan.                                                 

      The liability on the guaranty may be reduced or increased pro rata
with any reduction or increase in the amount of indebtedness, but in no event   
will the amount payable on the guaranty exceed the amount of the original       
guaranty. The VA, at its option and without regard to the guaranty, may make    
full payment to a mortgage holder of unsatisfied indebtedness on a mortgage upon
its assignment to the VA.                                                       

       With respect to a defaulted VA guaranteed mortgage loan, the master
servicer or sub-servicer is, absent exceptional circumstances, authorized to    
announce its intention to foreclose only when the default has continued for     
three months. Generally, a claim for the guaranty is submitted after liquidation
of the mortgaged property.                                                      

       The amount payable under the guaranty will be the percentage of the
VA-insured mortgage loan originally guaranteed applied to indebtedness          
outstanding as of the applicable date of computation specified in the VA        
regulations. Payments under the guaranty will be equal to the unpaid principal  
amount of the loan, interest accrued on the unpaid balance of the loan to the   
appropriate date of computation and limited expenses of the mortgagee, but in   
each case only to the extent that the amounts have not been recovered through   
liquidation of the mortgaged property. The amount payable under the guaranty may
in no event exceed the amount of the original guaranty.                         

       Application of Liquidation Proceeds. Unless the related pooling and
servicing agreement provides for a different application of liquidation         
proceeds, the proceeds from any liquidation of a mortgage loan will be applied  
in the following order of priority:                                             

         first, to reimburse the master servicer for any unreimbursed expenses
incurred by it to restore the related mortgaged property and any      
 unreimbursed servicing compensation payable to the master servicer with
respect to the mortgage loan;                                         

          second, to reimburse the master servicer for any unreimbursed advances
with respect to the mortgage loan;                                    

       third, to accrued and unpaid interest (to the extent no advance has
been made for the amount) on the mortgage loan; and                   

fourth, as a recovery of principal of the mortgage loan.    

         If a final liquidation of a mortgage loan resulted in a realized loss
and thereafter the master servicer receives a recovery specifically related to  
that mortgage loan, such recovery (net of any reimbursable expenses) shall be   
distributed to the certificateholders in the same manner as prepayments received
in the prior calendar month, to the extent that the related realized loss was   
allocated to any class of certificates. In addition, the class certificate      
balance of each class of certificates to which realized losses have been        
allocated, will be increased, sequentially in the order of payment priority, to 
the extent that such subsequent recoveries are distributed as principal to any  
class of certificates. However, the class certificate balance of each such class
of certificates will not be increased by more than the amount of realized losses
previously applied to reduce the class certificate balance of each such class of

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certificates. Holders of certificates whose class certificate balance is        
increased in this manner will not be entitled to interest on the increased      
balance for any interest accrual period preceding the Distribution Date on which
the increase occurs. The foregoing provisions will apply even if the class      
certificate balance of a class of certificates was previously reduced to zero.  
Accordingly, each class of certificates will be considered to remain outstanding
until the termination of the related trust.                                     

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES                        

          The principal servicing compensation to be paid to the master servicer
in respect of its master servicing activities for each series of certificates   
will be equal to the percentage per annum described in the related prospectus   
supplement (which may vary under certain circumstances) of the outstanding      
principal balance of each mortgage loan, and the compensation will be retained  
by it from collections of interest on the mortgage loan in the related trust    
fund. As compensation for its servicing duties, a sub-servicer or, if there is  
no sub-servicer, the master servicer will be entitled to a monthly servicing fee
as described in the related prospectus supplement. In addition, generally the   
master servicer or a sub-servicer will retain all prepayment charges, assumption
fees and late payment charges, to the extent collected from mortgagors, and any 
benefit that may accrue as a result of the investment of funds in the applicable
Certificate Account.                                                            

   The master servicer will, to the extent provided in the related
pooling and servicing agreement, pay or cause to be paid certain ongoing        
expenses associated with each trust fund and incurred by it in connection with  
its responsibilities under the related pooling and servicing agreement,         
including, without limitation, payment of the fees and disbursements of the     
trustee, any custodian appointed by the trustee, the certificate registrar and  
any paying agent, and payment of expenses incurred in enforcing the obligations 
of sub-servicers and sellers. The master servicer will be entitled to           
reimbursement of expenses incurred in enforcing the obligations of sub-servicers
and sellers under certain limited circumstances. In addition, as indicated in   
the preceding section, the master servicer will be entitled to reimbursement for
certain expenses incurred by it in connection with any defaulted mortgage loan  
as to which it has determined that all recoverable liquidation proceeds and     
insurance proceeds have been received (a "Liquidated Mortgage"), and in         
connection with the restoration of mortgaged properties, the right of           
reimbursement being before the rights of certificateholders to receive any      
related liquidation proceeds (including insurance proceeds).                    

EVIDENCE AS TO COMPLIANCE                                                       

         Each pooling and servicing agreement will provide that on or before a
specified date in each year, a firm of independent public accountants will      
furnish a statement to the trustee to the effect that, on the basis of the      
examination by the firm conducted substantially in compliance with the Uniform  
Single Attestation Program for Mortgage Bankers or the Audit Program for        
Mortgages serviced for Freddie Mac, the servicing by or on behalf of the master 
servicer of mortgage loans, Private Mortgage-Backed Securities or Agency        
Securities, under pooling and servicing agreements substantially similar to each
other (including the related pooling and servicing agreement) was conducted in  
compliance with those agreements except for any significant exceptions or errors
in records that, in the opinion of the firm, the Audit Program for Mortgages    
serviced for Freddie Mac or the Uniform Single Attestation Program for Mortgage 
Bankers requires it to report. In rendering its statement the firm may rely, as 
to matters relating to the direct servicing of mortgage loans, Private          
Mortgage-Backed Securities or Agency Securities by sub-servicers, upon          
comparable statements for examinations conducted substantially in compliance    
with the Uniform Single Attestation Program for Mortgage Bankers or the Audit   
Program for Mortgages serviced for Freddie Mac (rendered within one year of the 
statement) of firms of independent public accountants with respect to the       
related sub-servicer.                                                           

          Each pooling and servicing agreement will also provide for delivery to
the trustee, on or before a specified date in each year, of an annual statement 
signed by two officers of the master servicer to the effect that the master     
servicer has fulfilled its obligations under the pooling and servicing agreement
throughout the preceding year.                                                  

    Copies of the annual accountants' statement and the statement of
officers of the master servicer may be obtained by certificateholders of the    
related series without charge upon written request to the master servicer at the
address set forth in the related prospectus supplement.                         

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LIST OF CERTIFICATEHOLDERS                                                      

        Each pooling and servicing agreement will provide that three or more
holders of certificates of any series may, by written request to the trustee,   
obtain access to the list of all certificateholders maintained by the trustee   
for the purpose of communicating with other certificateholders with respect to  
their rights under the pooling and servicing agreement and the certificates.    

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR                 

          The master servicer under each pooling and servicing agreement will be
named in the related prospectus supplement. The entity serving as master        
servicer may be an affiliate of the depositor and may have other business       
relationships with the depositor or the depositor's affiliates.                 

     Each pooling and servicing agreement will provide that the master
servicer may not resign from its obligations and duties under the pooling and   
servicing agreement except upon a determination that the performance by it of   
its duties under the pooling and servicing agreement is no longer permissible   
under applicable law. No resignation will become effective until the trustee or 
a successor servicer has assumed the master servicer's obligations and duties   
under the pooling and servicing agreement.                                      

          Each pooling and servicing agreement will further provide that neither
the master servicer, the depositor nor any director, officer, employee, or agent
of the master servicer or the depositor will be under any liability to the      
related trust fund or certificateholders for any action taken or for refraining 
from the taking of any action in good faith pursuant to the pooling and         
servicing agreement, or for errors in judgment. However, neither the master     
servicer, the depositor nor any director, officer, employee, or agent of the    
master servicer or the depositor will be protected against any liability that   
would otherwise be imposed for willful misfeasance, bad faith or negligence in  
the performance of duties under the pooling and servicing agreement or for      
reckless disregard of obligations and duties under the pooling and servicing    
agreement. Each pooling and servicing agreement will further provide that the   
master servicer, the depositor and any director, officer, employee or agent of  
the master servicer or the depositor will be entitled to indemnification by the 
related trust fund and will be held harmless against any loss, liability or     
expense incurred in connection with any legal action relating to the pooling and
servicing agreement or the certificates, other than any loss, liability or      
expense related to any specific Mortgage Asset or Mortgage Assets (except any   
loss, liability or expense otherwise reimbursable pursuant to the pooling and   
servicing agreement) and any loss, liability or expense incurred for willful    
misfeasance, bad faith or negligence in the performance of duties under the     
pooling and servicing agreement or for reckless disregard of obligations and    
duties under the pooling and servicing agreement. In addition, each pooling and 
servicing agreement will provide that neither the master servicer nor the       
depositor will be under any obligation to appear in, prosecute or defend any    
legal action that is not incidental to its respective responsibilities under the
pooling and servicing agreement and that in its opinion may involve it in any   
expense or liability. The master servicer or the depositor may, however, in its 
discretion undertake any action that it deems appropriate with respect to the   
pooling and servicing agreement and the rights and duties of the parties to the 
pooling and servicing agreement and the interests of the certificateholders     
under the pooling and servicing agreement. In that event, the legal expenses and
costs of the action and any liability resulting from it will be expenses, costs 
and liabilities of the trust fund, and the master servicer or the depositor, as 
the case may be, will be entitled to be reimbursed for them out of funds        
otherwise distributable to certificateholders.                                  

Any person into which the master servicer may be merged or  
consolidated, or any person resulting from any merger or consolidation to which 
the master servicer is a party, or any person succeeding to the business of the 
master servicer, will be the successor of the master servicer under each pooling
and servicing agreement, provided that the person is qualified to sell mortgage 
loans to, and service mortgage loans on behalf of, Fannie Mae or Freddie Mac.   

EVENTS OF DEFAULT                                                               

        The applicable prospectus supplement may provide for other events of
default, but if it does not, then events of default under each pooling and      
servicing agreement will consist of                                             

-    any failure by the master servicer to deposit in the Certificate 
          Account or remit to the trustee any payment which continues unremedied
          for five days after the giving of written notice of the failure to the
master                                                      

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       servicer by the trustee or the depositor, or to the master servicer
       and the trustee by the holders of certificates having not less than
25% of the voting rights evidenced by the certificates;     

-    any failure by the master servicer to observe or perform in any  
    material respect any of its other covenants or agreements in the
        pooling and servicing agreement which failure materially affects the
         rights of certificateholders that continues unremedied for sixty days
   after the giving of written notice of the failure to the master
       servicer by the trustee or the depositor, or to the master servicer
          and the trustee by the holders of certificates of any class evidencing
        not less than 25% of the voting rights evidenced by the certificate;
and                                                         

 -    certain events of insolvency, readjustment of debt, marshalling of
          assets and liabilities or similar proceeding and certain actions by or
on behalf of the master servicer indicating its insolvency, 
reorganization or inability to pay its obligations.         

"Voting rights" are the portion of voting rights of all of the certificates that
is allocated to any certificate pursuant to the terms of the pooling and        
servicing agreement.                                                            

      If specified in the related prospectus supplement, the pooling and
servicing agreement will permit the trustee to sell the Mortgage Assets and the 
other assets of the trust fund if payments on them are insufficient to make     
payments required in the pooling and servicing agreement. The assets of the     
trust fund will be sold only under the circumstances and in the manner specified
in the related prospectus supplement.                                           

RIGHTS UPON EVENT OF DEFAULT                                                    

          So long as an event of default under a pooling and servicing agreement
remains unremedied, the depositor or the trustee may, and at the direction of   
holders of certificates having not less than 66 2/3% of the voting rights and   
under any other circumstances specified in the pooling and servicing agreement, 
the trustee shall, terminate all of the rights and obligations of the master    
servicer under the pooling and servicing agreement relating to the trust fund   
and in the Mortgage Assets, whereupon the trustee will succeed to all of the    
responsibilities, duties and liabilities of the master servicer under the       
pooling and servicing agreement, including, if specified in the related         
prospectus supplement, the obligation to make advances, and will be entitled to 
similar compensation arrangements. If the trustee is unwilling or unable so to  
act, it may appoint, or petition a court of competent jurisdiction for the      
appointment of, a mortgage loan servicing institution with a net worth of at    
least $10,000,000 to act as successor to the master servicer under the pooling  
and servicing agreement. Pending appointment, the trustee is obligated to act as
master servicer. The trustee and any successor may agree upon the servicing     
compensation to be paid to the successor servicer, which may not be greater than
the compensation payable to the master servicer under the pooling and servicing 
agreement.                                                                      

No certificateholder, solely by virtue of its status as a   
certificateholder, will have any right under any pooling and servicing agreement
to institute any proceeding with respect to the pooling and servicing agreement,
unless the holder previously has given to the trustee written notice of default 
and unless the holders of any class of certificates of the series evidencing not
less than 25% of the voting rights have requested the trustee in writing to     
institute a proceeding in its own name as trustee and have offered to the       
trustee reasonable indemnity, and the trustee for 60 days has neglected or      
refused to institute the proceeding.                                            

AMENDMENT                                                                       

    The applicable prospectus supplement may specify other amendment
provisions, but if it does not, then each pooling and servicing agreement may be
amended by the depositor, the master servicer and the trustee, without the      
consent of any of the certificateholders,                                       

(a)  to cure any ambiguity or mistake;                      

       (b) to correct any defective provision therein or to supplement any
   provision in the pooling and servicing agreement that may be inconsistent
with any other provision in it;                                       

        (c) to conform the pooling and servicing agreement to the prospectus
and prospectus supplement provided to investors in accordance with the
initial offering of the certificates;                                 

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       (d) to add to the duties of the depositor, the seller or the master
servicer;                                                             

      (e) to modify, alter, amend, add to or rescind any of the terms or
    provisions contained in the pooling and servicing agreement to comply with
any rules or regulations promulgated by the Securities and Exchange   
Commission from time to time;                                         

        (f) to add any other provisions with respect to matters or questions
arising under the pooling and servicing agreement; or                 

      (g) to modify, alter, amend, add to or rescind any of the terms or
provisions contained in the pooling and servicing agreement.          

          However, no action pursuant to clauses (f) or (g) may, as evidenced by
an opinion of counsel, adversely affect in any material respect the interests of
any certificateholder. But no opinion of counsel will be required if the person 
requesting the amendment obtains a letter from each rating agency requested to  
rate the class or classes of certificates of the series stating that the        
amendment will not result in the downgrading or withdrawal of the respective    
ratings then assigned to the certificates.                                      

  In addition, to the extent provided in the related pooling and
servicing agreement, a pooling and servicing agreement may be amended without   
the consent of any of the certificateholders to change the manner in which the  
Certificate Account is maintained, if the change does not adversely affect the  
then current rating of the class or classes of certificates of the series that  
have been rated at the request of the depositor. Moreover, if one or more REMIC 
elections are made with respect to the trust fund, the related pooling and      
servicing agreement may be amended to modify, eliminate or add to any of its    
provisions to the extent necessary to maintain the qualification of any REMIC,  
to avoid or minimize the risk of imposition of any tax on any REMIC or to comply
with any other requirements of the Code, if the trustee has received an opinion 
of counsel to the effect that the action is necessary or helpful to maintain the
qualification, avoid or minimize that risk or comply with those requirements, as
applicable.                                                                     

    The applicable prospectus supplement may specify other amendment
provisions, but if it does not, then each pooling and servicing agreement may   
also be amended by the depositor, the master servicer and the trustee with the  
consent of holders of certificates of the series evidencing a majority in       
interest of each class affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the pooling
and servicing agreement or of modifying in any manner the rights of the holders 
of the related certificates. However, no amendment may                          

   (a) reduce in any manner the amount of, or delay the timing of,
     payments received on Mortgage Assets that are required to be distributed on
any certificate without the consent of the holder of the certificate, 

     (b) adversely affect in any material respect the interests of the
     holders of any class of certificates in a manner other than as described in
(a), without the consent of the holders of certificates of the class  
   evidencing, as to the class, percentage interests aggregating 66 2/3%, or

       (c) reduce the aforesaid percentage of certificates of any class of
     holders that is required to consent to the amendment without the consent of
 the holders of all certificates of the class covered by the pooling and
servicing agreement then outstanding.                                 

If one or more REMIC elections are made with respect to a trust fund, the       
trustee will not be entitled to consent to an amendment to the related pooling  
and servicing agreement without having first received an opinion of counsel to  
the effect that the amendment will not cause any REMIC to fail to qualify as a  
REMIC.                                                                          

TERMINATION; OPTIONAL TERMINATION                                               

    Generally, the obligations created by each pooling and servicing
agreement for each series of certificates will terminate upon the payment to the
related certificateholders of all amounts held in the Certificate Account or by 
the master servicer and required to be paid to them pursuant to the pooling and 
servicing agreement following the later of                                      

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 -    the final payment or other liquidation of the last of the Mortgage
         Assets subject to it or the disposition of all property acquired upon
      foreclosure of the Mortgage Assets remaining in the trust fund and

  -    the purchase by the master servicer or, if REMIC treatment has been
         elected and if specified in the related prospectus supplement, by the
        holder of the residual interest in the REMICs (see "Material Federal
  Income Tax Consequences" in this prospectus and in the related
     prospectus supplement), from the related trust fund of all of the
         remaining Mortgage Assets and all property acquired in respect of the
Mortgage Assets.                                            

       Any purchase of Mortgage Assets and property acquired in respect of
Mortgage Assets evidenced by a series of certificates will be made at the option
of the master servicer or the party specified in the related prospectus         
supplement, including the holder of the REMIC residual interest, at a price, and
in accordance with the procedures, specified in the related prospectus          
supplement. The exercise of that right will effect early retirement of the      
certificates of that series, but the right of the master servicer or the other  
party or, if applicable, the holder of the REMIC residual interest, to so       
purchase is subject to the principal balance of the related Mortgage Assets     
being less than the percentage specified in the related prospectus supplement of
the aggregate principal balance of the Mortgage Assets at the cut-off date for  
the series. The foregoing is subject to the provision that if one or more REMIC 
elections are made with respect to a trust fund, any repurchase pursuant to the 
second bulleted item above will not be made if such repurchase would result in a
"prohibited transaction tax" (within the meaning of Section 860F(a)(1) of the   
Code) being imposed on any REMIC.                                               

THE TRUSTEE                                                                     

        The trustee under each pooling and servicing agreement will be named
in the applicable prospectus supplement. The commercial bank or trust company   
serving as trustee may have normal banking relationships with the depositor, the
master servicer and any of their respective affiliates.                         

 CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

     The following discussion contains summaries, which are general in
nature, of certain legal matters relating to the mortgage loans. Because the    
legal aspects are governed primarily by applicable state law (which laws may    
differ substantially), the summaries do not purport to be complete or to reflect
the laws of any particular state or to encompass the laws of all states in which
the security for the mortgage loans is situated.                                

GENERAL                                                                         

    The mortgage loans will be secured by deeds of trust, mortgages,
security deeds or deeds to secure debt, depending upon the prevailing practice  
in the state in which the property subject to the loan is located. Deeds of     
trust are used almost exclusively in California instead of mortgages. A mortgage
creates a lien upon the real property encumbered by the mortgage, which lien is 
generally not before the lien for real estate taxes and assessments. Priority   
between mortgages depends on their terms and generally on the order of recording
with a state or county office. There are two parties to a mortgage, the         
mortgagor, who is the borrower and owner of the mortgaged property, and the     
mortgagee, who is the lender. Under the mortgage instrument, the mortgagor      
delivers to the mortgagee a note or bond and the mortgage. Although a deed of   
trust is similar to a mortgage, a deed of trust formally has three parties, the 
borrower-property owner called the trustor (similar to a mortgagor), a lender   
(similar to a mortgagee) called the beneficiary, and a third-party grantee      
called the trustee. Under a deed of trust, the borrower grants the property,    
irrevocably until the debt is paid, in trust, generally with a power of sale, to
the trustee to secure payment of the obligation. A security deed and a deed to  
secure debt are special types of deeds which indicate on their face that they   
are granted to secure an underlying debt. By executing a security deed or deed  
to secure debt, the grantor conveys title to, as opposed to merely creating a   
lien upon, the subject property to the grantee until the underlying debt is     
repaid. The trustee's authority under a deed of trust, the mortgagee's authority
under a mortgage and the grantee's authority under a security deed or deed to   
secure debt are governed by law and, with respect to some deeds of trust, the   
directions of the beneficiary.                                                  

In this prospectus, we generally use the term "mortgage" to 
generically describe real-estate security instruments, however, if certain      
information relates to a particular security instrument, we will refer to that  
security instrument.                                                            

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         Cooperatives. Certain of the mortgage loans may be cooperative loans.
The cooperative owns all the real property that comprises the project, including
the land, separate dwelling units and all common areas. The cooperative is      
directly responsible for project management and, in most cases, payment of real 
estate taxes and hazard and liability insurance. If there is a blanket mortgage 
on the cooperative or underlying land or both, as is generally the case, the    
cooperative, as project mortgagor, is also responsible for meeting these        
mortgage obligations. A blanket mortgage is ordinarily incurred by the          
cooperative in connection with the construction or purchase of the cooperative's
apartment building. The interest of the occupant under proprietary leases or    
occupancy agreements to which that cooperative is a party are generally         
subordinate to the interest of the holder of the blanket mortgage in that       
building. If the cooperative is unable to meet the payment obligations arising  
under its blanket mortgage, the mortgagee holding the blanket mortgage could    
foreclose on that mortgage and terminate all subordinate proprietary leases and 
occupancy agreements. In addition, the blanket mortgage on a cooperative may    
provide financing in the form of a mortgage that does not fully amortize with a 
significant portion of principal being due in one lump sum at final maturity.   
The inability of the cooperative to refinance this mortgage and its consequent  
inability to make the final payment could lead to foreclosure by the mortgagee  
providing the financing. A foreclosure in either event by the holder of the     
blanket mortgage could eliminate or significantly diminish the value of any     
collateral held by the lender who financed the purchase by an individual        
tenant-stockholder of cooperative shares or, in the case of a trust fund        
including cooperative loans, the collateral securing the cooperative loans.     

          The cooperative is owned by tenant-stockholders who, through ownership
of stock, shares or membership certificates in the corporation, receive         
proprietary leases or occupancy agreements which confer exclusive rights to     
occupy specific units. Generally, a tenant-stockholder of a cooperative must    
make a monthly payment to the cooperative representing the tenant-stockholder's 
pro rata share of the cooperative's payments for its blanket mortgage, real     
property taxes, maintenance expenses and other capital or ordinary expenses. An 
ownership interest in a cooperative and accompanying rights is financed through 
a cooperative share loan evidenced by a promissory note and secured by a        
security interest in the occupancy agreement or proprietary lease and in the    
related cooperative shares. The lender takes possession of the share certificate
and a counterpart of the proprietary lease or occupancy agreement, and a        
financing statement covering the proprietary lease or occupancy agreement and   
the cooperative shares is filed in the appropriate state and local offices to   
perfect the lender's interest in its collateral. Subject to the limitations     
discussed below, upon default of the tenant-stockholder, the lender may sue for 
judgment on the promissory note, dispose of the collateral at a public or       
private sale or otherwise proceed against the collateral or tenant-stockholder  
as an individual as provided in the security agreement covering the assignment  
of the proprietary lease or occupancy agreement and the pledge of cooperative   
shares.                                                                         

FORECLOSURE AND REPOSSESSION                                                    

Deed of Trust. Foreclosure of a deed of trust is generally  
accomplished by a non-judicial sale under a specific provision in the deed of   
trust which authorizes the trustee to sell the property at public auction upon  
any material default by the borrower under the terms of the note or deed of     
trust. In certain states, foreclosure also may be accomplished by judicial      
action in the manner provided for foreclosure of mortgages. In some states, such
as California, the trustee must record a notice of default and send a copy to   
the borrower-trustor and to any person who has recorded a request for a copy of 
any notice of default and notice of sale. In addition, the trustee must provide 
notice in some states to any other individual having an interest of record in   
the real property, including any junior lien holders. If the deed of trust is   
not reinstated within any applicable cure period, a notice of sale must be      
posted in a public place and, in most states, including California, published   
for a specified period of time in one or more newspapers. In addition, these    
notice provisions require that a copy of the notice of sale be posted on the    
property and sent to all parties having an interest of record in the property.  
In California, the entire process from recording a notice of default to a       
non-judicial sale usually takes four to five months.                            

      In some states, including California, the borrower-trustor has the
right to reinstate the loan at any time following default until shortly before  
the trustee's sale. In general, the borrower, or any other person having a      
junior encumbrance on the real estate, may, during a reinstatement period, cure 
the default by paying the entire amount in arrears plus the costs and expenses  
incurred in enforcing the obligation. Certain state laws control the amount of  
foreclosure expenses and costs, including attorney's fees, which may be         
recoverable by a lender.                                                        

     Mortgages. Foreclosure of a mortgage is generally accomplished by
judicial action. The action is initiated by the service of legal pleadings upon 
all parties having an interest in the real property. Delays in completion of the
foreclosure may occasionally result from difficulties in locating necessary     
parties. Judicial foreclosure proceedings                                       

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are often not contested by any of the parties. When the mortgagee's right to    
foreclosure is contested, the legal proceedings necessary to resolve the issue  
can be time consuming. After the completion of a judicial foreclosure           
proceeding, the court generally issues a judgment of foreclosure and appoints a 
referee or other court officer to conduct the sale of the property. In general, 
the borrower, or any other person having a junior encumbrance on the real       
estate, may, during a statutorily prescribed reinstatement period, cure a       
monetary default by paying the entire amount in arrears plus other designated   
costs and expenses incurred in enforcing the obligation. Generally, state law   
controls the amount of foreclosure expenses and costs, including attorney's     
fees, which may be recovered by a lender. After the reinstatement period has    
expired without the default having been cured, the borrower or junior lienholder
no longer has the right to reinstate the loan and must pay the loan in full to  
prevent the scheduled foreclosure sale. If the deed of trust is not reinstated, 
a notice of sale must be posted in a public place and, in most states, published
for a specific period of time in one or more newspapers. In addition, some state
laws require that a copy of the notice of sale be posted on the property and    
sent to all parties having an interest in the real property.                    

        Although foreclosure sales are typically public sales, frequently no
third party purchaser bids in excess of the lender's lien because of the        
difficulty of determining the exact status of title to the property, the        
possible deterioration of the property during the foreclosure proceedings and a 
requirement that the purchaser pay for the property in cash or by cashier's     
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the    
loan, accrued and unpaid interest and the expenses of foreclosure. Thereafter,  
the lender will assume the burden of ownership, including obtaining hazard      
insurance and making repairs at its own expense necessary to render the property
suitable for sale. The lender will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of the       
property. Depending upon market conditions, the ultimate proceeds of the sale of
the property may not equal the lender's investment in the property.             

      Courts have imposed general equitable principles upon foreclosure,
which are generally designed to mitigate the legal consequences to the borrower 
of the borrower's defaults under the loan documents. Some courts have been faced
with the issue of whether federal or state constitutional provisions reflecting 
due process concerns for fair notice require that borrowers under deeds of trust
receive notice longer than that prescribed by statute. For the most part, these 
cases have upheld the notice provisions as being reasonable or have found that  
the sale by a trustee under a deed of trust does not involve sufficient state   
action to afford constitutional protection to the borrower.                     

Cooperative Loans. The cooperative shares owned by the      
tenant-stockholder and pledged to the lender are, in almost all cases, subject  
to restrictions on transfer as set forth in the cooperative's certificate of    
incorporation and bylaws, as well as the proprietary lease or occupancy         
agreement, and may be cancelled by the cooperative for failure by the           
tenant-stockholder to pay rent or other obligations or charges owed by the      
tenant-stockholder, including mechanics' liens against the cooperative apartment
building incurred by the tenant-stockholder. The proprietary lease or occupancy 
agreement generally permits the cooperative to terminate the lease or agreement 
if an obligor fails to make payments or defaults in the performance of covenants
required under it. Typically, the lender and the cooperative enter into a       
recognition agreement, which establishes the rights and obligations of both     
parties upon a default by the tenant-stockholder on its obligations under the   
proprietary lease or occupancy agreement. A default by the tenant-stockholder   
under the proprietary lease or occupancy agreement will usually constitute a    
default under the security agreement between the lender and the                 
tenant-stockholder.                                                             

The recognition agreement generally provides that, if the   
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the cooperative will take no action to terminate the lease or        
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the cooperative will recognize the  
lender's lien against proceeds from the sale of the cooperative apartment,      
subject, however, to the cooperative's right to sums due under the proprietary  
lease or occupancy agreement. The total amount owed to the cooperative by the   
tenant-stockholder, which the lender generally cannot restrict and does not     
monitor, could reduce the value of the collateral below the outstanding         
principal balance of the cooperative loan and accrued and unpaid interest on it.

  Recognition agreements also provide that upon foreclosure of a
cooperative loan, the lender must obtain the approval or consent of the         
cooperative as required by the proprietary lease before transferring the        
cooperative shares or assigning the proprietary lease. Generally, the lender is 
not limited in any rights it may have to dispossess the tenant-stockholders.    

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         In some states, foreclosure on the cooperative shares is accomplished
by a sale in accordance with the provisions of Article 9 of the UCC and the     
security agreement relating to those shares. Article 9 of the UCC requires that 
a sale be conducted in a "commercially reasonable" manner. Whether a foreclosure
sale has been conducted in a "commercially reasonable" manner will depend on the
facts in each case. In determining commercial reasonableness, a court will look 
to the notice given the debtor and the method, manner, time, place and terms of 
the foreclosure. Generally, a sale conducted according to the usual practice of 
banks selling similar collateral will be considered reasonably conducted.       

       Article 9 of the UCC provides that the proceeds of the sale will be
applied first to pay the costs and expenses of the sale and then to satisfy the 
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the cooperative to receive sums due under the        
proprietary lease or occupancy agreement. If there are proceeds remaining, the  
lender must account to the tenant-stockholder for the surplus. Conversely, if a 
portion of the indebtedness remains unpaid, the tenant-stockholder is generally 
responsible for the deficiency. See "Anti-Deficiency Legislation and Other      
Limitations on Lenders."                                                        

    In the case of foreclosure on a building converted from a rental
building to a building owned by a cooperative under a non-eviction plan, some   
states require that a purchaser at a foreclosure sale take the property subject 
to rent control and rent stabilization laws that apply to certain tenants who   
elected to remain in the building but who did not purchase shares in the        
cooperative when the building was so converted.                                 

RIGHTS OF REDEMPTION                                                            

          In some states after a sale pursuant to a deed of trust or foreclosure
of a mortgage, the borrower and certain foreclosed junior lienors are given a   
statutory period in which to redeem the property from the foreclosure sale. In  
certain other states, including California, this right of redemption applies    
only to sales following judicial foreclosure, and not to sales pursuant to a    
non-judicial power of sale. In most states where the right of redemption is     
available, statutory redemption may occur upon payment of the foreclosure       
purchase price, accrued interest and taxes. In some states, the right to redeem 
is an equitable right. The effect of a right of redemption is to diminish the   
ability of the lender to sell the foreclosed property. The exercise of a right  
of redemption would defeat the title of any purchaser at a foreclosure sale, or 
of any purchaser from the lender after judicial foreclosure or sale under a deed
of trust. Consequently, the practical effect of the redemption right is to force
the lender to retain the property and pay the expenses of ownership until the   
redemption period has run.                                                      

ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS                    

     Certain states have imposed statutory restrictions that limit the
remedies of a beneficiary under a deed of trust or a mortgagee under a mortgage.
In some states, including California, statutes limit the right of the           
beneficiary or mortgagee to obtain a deficiency judgment against the borrower   
following foreclosure or a sale under a deed of trust. A deficiency judgment is 
a personal judgment against the borrower equal in most cases to the difference  
between the amount due to the lender and the current fair market value of the   
property at the time of the foreclosure sale. As a result of these prohibitions,
it is anticipated that in most instances the master servicer will utilize the   
non-judicial foreclosure remedy and will not seek deficiency judgments against  
defaulting mortgagors.                                                          

   Some state statutes may require the beneficiary or mortgagee to
exhaust the security afforded under a deed of trust or mortgage by foreclosure  
in an attempt to satisfy the full debt before bringing a personal action against
the borrower. In certain other states, the lender has the option of bringing a  
personal action against the borrower on the debt without first exhausting that  
security. However, in some of these states, following judgment on a personal    
action, the lender may be considered to have elected a remedy and may be        
precluded from exercising other remedies with respect to the security.          
Consequently, the practical effect of the election requirement, when applicable,
is that lenders will usually proceed first against the security rather than     
bringing a personal action against the borrower.                                

  In some states, exceptions to the anti-deficiency statutes are
provided for in certain instances where the value of the lender's security has  
been impaired by acts or omissions of the borrower, for example, upon waste of  
the property.                                                                   

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          In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,  
the federal Servicemembers Civil Relief Act and state laws affording relief to  
debtors, may interfere with or affect the ability of the secured mortgage lender
to realize on its security. For example, in a proceeding under the federal      
Bankruptcy Code, a lender may not foreclose on a mortgaged property without the 
permission of the bankruptcy court. And in certain instances a bankruptcy court 
may allow a borrower to reduce the monthly payments, change the rate of         
interest, and alter the mortgage loan repayment schedule for under              
collateralized mortgage loans. The effect of these types of proceedings can be  
to cause delays in receiving payments on the loans underlying certificates and  
even to reduce the aggregate amount of payments on the loans underlying         
certificates.                                                                   

       The federal tax laws provide priority to certain tax liens over the
lien of a mortgage or secured party. Numerous federal and state consumer        
protection laws impose substantive requirements upon mortgage lenders in        
connection with the origination, servicing and enforcement of mortgage loans.   
These laws include the federal Truth-in-Lending Act, Real Estate Settlement     
Procedures Act, Equal Credit Opportunity Act, Fair Credit Billing Act, Fair     
Credit Reporting Act and related statutes and regulations. These federal and    
state laws impose specific statutory liabilities on lenders who fail to comply  
with the provisions of the law. In some cases, this liability may affect        
assignees of the loans or contracts.                                            

      Generally, Article 9 of the UCC governs foreclosure on cooperative
shares and the related proprietary lease or occupancy agreement. Some courts    
have interpreted section 9-504 of the UCC to prohibit a deficiency award unless 
the creditor establishes that the sale of the collateral (which, in the case of 
a cooperative loan, would be the shares of the cooperative and the related      
proprietary lease or occupancy agreement) was conducted in a commercially       
reasonable manner.                                                              

ENVIRONMENTAL RISKS                                                             

   Real property pledged as security to a lender may be subject to
unforeseen environmental risks. Environmental remedial costs can be substantial 
and can potentially exceed the value of the property. Under the laws of certain 
states, contamination of a property may give rise to a lien on the property to  
assure the payment of the costs of clean-up. In several states such a lien has  
priority over the lien of an existing mortgage against such property. In        
addition, under the federal Comprehensive Environmental Response, Compensation  
and Liability Act of 1980 ("CERCLA"), the EPA may impose a lien on property     
where EPA has incurred clean-up costs. However, a CERCLA lien is subordinate to 
pre-existing, perfected security interests.                                     

      Under the laws of some states, and under CERCLA, it is conceivable
that a secured lender may be held liable as an "owner" or "operator" for the    
costs of addressing releases or threatened releases of hazardous substances at a
mortgaged property, even though the environmental damage or threat was caused by
a prior or current owner or operator. CERCLA imposes liability for such costs on
any and all "potentially responsible parties," including "owners" or            
"operators". However, CERCLA excludes from the definition of "owner or operator"
a secured creditor who holds indicia of ownership primarily to protect its      
security interest (the "secured creditor exemption") but without "participating 
in the management" of the property. Thus, if a lender's activities encroach on  
the actual management of a contaminated facility or property, the lender may    
incur liability as an "owner or operator" under CERCLA. Similarly, if a lender  
forecloses and takes title to a contaminated facility or property, the lender   
may incur CERCLA liability in various circumstances, including, but not limited 
to, when it fails to market the property in a timely fashion.                   

       Whether actions taken by a lender would constitute participation in
the management of a mortgaged property so as to render the secured creditor     
exemption unavailable to a lender, was historically a matter of judicial        
interpretation of the statutory language. Court decisions were inconsistent and,
in fact, in 1990, the Court of Appeals for the Eleventh Circuit suggested that  
the mere capacity of the lender to influence a borrower's decisions regarding   
disposal of hazardous substances was sufficient participation in the management 
of a borrower's business to deny the protection of the secured creditor         
exemption to the lender. In 1996, Congress enacted the Asset Conservation,      
Lender Liability and Deposit Insurance Protection Act ("Asset Conservation      
Act"), which provides that, in order to be deemed to have participated in the   
management of a mortgaged property, a lender must actually participate in the   
operational affairs of the property. The Asset Conservation Act also provides   
that participation in the management of the property does not include merely    
having the capacity to influence, or unexercised right to control operations.   
Rather, a lender will lose the protection of the secured creditor exemption only
if it (a) exercises                                                             

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decision-making control over the borrower's environmental compliance and        
hazardous substance handling and disposal practices at the property, or (b)     
exercises control comparable to the manager of the property, so that the lender 
has assumed responsibility for (i) "the overall management of the facility      
encompassing day-to-day decision-making with respect to environmental           
compliance" or (ii) "over all or substantially all of the operational functions"
of the property other than environmental compliance.                            

       If a lender is or becomes liable, it may be able to bring an action
for contribution under CERCLA or other statutory or common laws against any     
other "potentially responsible parties," including a previous owner or operator,
who created the environmental hazard and who has not settled its liability with 
the government, but those persons or entities may be bankrupt or otherwise      
judgment proof. The costs associated with environmental cleanup may be          
substantial. It is conceivable that such costs arising from the circumstances   
set forth above would result in a loss to securityholders.                      

         CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under state laws or under 
federal laws other than CERCLA, including Subtitle I of the federal Resource    
Conservation and Recovery Act ("RCRA"), which regulates underground petroleum   
storage tanks (except heating oil tanks). However, under the Asset Conservation 
Act, protections accorded to lenders under CERCLA are also accorded to holders  
of security interests in underground petroleum storage tanks or the properties  
on which they are located. A lender will lose the protections accorded to       
secured creditors under federal law for petroleum underground storage tanks by  
"participating in the management" of the tank or tank system if the lender      
either: (a) "exercises decisionmaking control over the operational" aspects of  
the tank or tank system; or (b) exercises control comparable to a manager of the
property, so that the lender has assumed responsibility for overall management  
of the property including day-to-day decision-making with regard to all, or     
substantially all, operational aspects. It should be noted, however, that       
liability for cleanup of petroleum contamination may be governed by state law,  
which may not provide for any specific protection for secured creditors.        

     While the "owner" or "operator" of contaminated property may face
liability for investigating and cleaning up the property, regardless of fault,  
it may also be required to comply with environmental regulatory requirements,   
such as those governing asbestos. In addition, the presence of asbestos, mold,  
lead-based paint, lead in drinking water, and/or radon at a real property may   
lead to the incurrence of costs for remediation, mitigation or the              
implementation of an operations and maintenance plan. Furthermore, the presence 
of asbestos, mold, lead-based paint, lead in drinking water, radon and/or       
contamination at a property may present a risk that third parties will seek     
recovery from "owners" or "operators" of that property for personal injury or   
property damage. Environmental regulatory requirements for property "owners" or 
"operators," or law that is the basis for claims of personal injury or property 
damage, may not have exemptions for secured creditors.                          

      In general, at the time the loans were originated no environmental
assessment, or a very limited environmental assessment, of the mortgaged        
properties was conducted.                                                       

DUE-ON-SALE CLAUSES                                                             

         Generally, each conventional mortgage loan will contain a due-on-sale
clause which will generally provide that if the mortgagor or obligor sells,     
transfers or conveys the mortgaged property, the loan may be accelerated by the 
mortgagee. In recent years, court decisions and legislative actions have placed 
substantial restriction on the right of lenders to enforce these clauses in many
states. For instance, the California Supreme Court in August 1978 held that     
due-on-sale clauses were generally unenforceable. However, the Garn-St Germain  
Depository Institutions Act of 1982 (the "Garn-St Germain Act"), subject to     
specified exceptions, preempts state constitutional, statutory and case law     
prohibiting the enforcement of due-on-sale clauses. As to loans secured by an   
owner-occupied residence, the Garn-St Germain Act sets forth nine specific      
instances in which a mortgagee covered by the Garn-St Germain Act may not       
exercise its rights under a due-on-sale clause, notwithstanding the fact that a 
transfer of the property may have occurred. The inability to enforce a          
due-on-sale clause may result in transfer of the related mortgaged property to  
an uncreditworthy person, which could increase the likelihood of default or may 
result in a mortgage bearing an interest rate below the current market rate     
being assumed by a new home buyer, which may affect the average life of the     
mortgage loans and the number of mortgage loans which may extend to maturity.   

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PREPAYMENT CHARGES                                                              

         Under certain state laws, prepayment charges may not be imposed after
a certain period of time following the origination of mortgage loans with       
respect to prepayments on loans secured by liens encumbering owner-occupied     
residential properties. Since many of the mortgaged properties will be          
owner-occupied, it is anticipated that prepayment charges may not be imposed on 
many of the mortgage loans. The absence of this a restraint on prepayment,      
particularly with respect to fixed rate mortgage loans having higher mortgage   
rates, may increase the likelihood of refinancing or other early retirement of  
the loans or contracts.                                                         

APPLICABILITY OF USURY LAWS                                                     

    Title V of the depository Institutions Deregulation and Monetary
Control Act of 1980, enacted in March 1980 ("Title V"), provides that state     
usury limitations shall not apply to certain types of residential first mortgage
loans originated by certain lenders after March 31, 1980. The Office of Thrift  
Supervision, as successor to the Federal Home Loan Bank Board, is authorized to 
issue rules and regulations and to publish interpretations governing            
implementation of Title V. The statute authorized the states to reimpose        
interest rate limits by adopting, before April 1, 1983, a law or constitutional 
provision that expressly rejects an application of the federal law. In addition,
even where Title V is not so rejected, any state is authorized by the law to    
adopt a provision limiting discount points or other charges on mortgage loans   
covered by Title V. Certain states have taken action to reimpose interest rate  
limits or to limit discount points or other charges, or both.                   

SERVICEMEMBERS CIVIL RELIEF ACT                                                 

          Generally, under the terms of the Servicemembers Civil Relief Act (the
"Relief Act"), a borrower who enters military service after the origination of  
the borrower's mortgage loan (including a borrower who is a member of the       
National Guard or is in reserve status at the time of the origination of the    
mortgage loan and is later called to active duty) may not be charged interest   
above an annual rate of 6% during the period of the borrower's active duty      
status, unless a court orders otherwise upon application of the lender. It is   
possible that this interest rate limitation could have an effect, for an        
indeterminate period of time, on the ability of the master servicer to collect  
full amounts of interest on some of the mortgage loans. Unless the applicable   
prospectus supplement provides a special feature for a particular trust fund,   
any shortfall in interest collections resulting from the application of the     
Relief Act could result in losses to the holders of the certificates. In        
addition, the Relief Act imposes limitations which would impair the ability of  
the master servicer to foreclose on an affected mortgage loan during the        
borrower's period of active duty status. Thus, if an affected mortgage loan goes
into default, there may be delays and losses occasioned by the inability to     
realize upon the mortgaged property in a timely fashion.                        

CONSUMER PROTECTION LAWS                                                        

         Federal, state and local laws extensively regulate various aspects of
brokering, originating, servicing and collecting mortgage loans. Among other    
things, these laws may regulate interest rates and other charges, require       
disclosures, impose financial privacy requirements, mandate specific business   
practices, and prohibit unfair and deceptive trade practices. In addition,      
licensing requirements may be imposed on persons that broker, originate, service
or collect such loans.                                                          

        Additional requirements may be imposed under federal, state or local
laws on so-called "high cost mortgage loans," which typically are defined as    
loans that have interest rates or origination costs in excess of prescribed     
levels. These laws may limit certain loan terms, such as prepayment penalties,  
or the ability of a creditor to refinance a loan unless it is in the borrower's 
interest. In addition, certain of these laws may allow claims against loan      
brokers or originators, including claims based on fraud or misrepresentations,  
to be asserted against persons acquiring the loans, such as the trust fund.     

     The federal laws that may apply to loans held in the trust fund include the
following:                                                                      

-    the Truth in Lending Act and its regulations, which (among other 
   things) require disclosures to borrowers regarding the terms of
      mortgage loans and provide property owners in a non-purchase money
     transaction with a right of rescission that generally extends for
       three days after proper disclosures are given (but in no event more
than three years);                                          

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-    the Home Ownership and Equity Protection Act and its regulations,
         which (among other things) imposes additional disclosure requirements
    and limitations on loan terms with respect to non-purchase money
        mortgage loans with interest rates or origination costs in excess of
prescribed levels;                                          

   -    the Real Estate Settlement Procedures Act and its regulations, which
       (among other things) prohibit the payment of referral fees for real
         estate settlement services and regulate escrow accounts for taxes and
insurance and billing inquiries made by borrowers;          

 -    the Equal Credit Opportunity Act and its regulations, which (among
       other things) generally prohibits discrimination in any aspect of a
      credit transaction on certain enumerated basis, such as age, race,
       color, sex, religion, marital status, national origin or receipt of
public assistance; and                                      

  -    the Fair Credit Reporting Act, which (among other things) regulates
         the use of consumer reports obtained from consumer reporting agencies
          and the reporting of payment histories to consumer reporting agencies.

        The penalties for violating these federal, state, or local laws vary
depending on the applicable law and the particular facts of the situation.      
However, private plaintiffs typically may assert claims for actual damages and, 
in some cases, also may recover civil money penalties or exercise a right to    
rescind the mortgage loan. Violations of certain laws may limit the ability to  
collect all or part of the principal or interest on a mortgage loan and, in some
cases, borrowers even may be entitled to a refund of amounts previously paid.   
Federal, state and local administrative or law enforcement agencies also may be 
entitled to bring legal actions, including actions for civil money penalties or 
restitution, for violations of certain of these laws.                           

       Depending on the particular alleged misconduct, it is possible that
claims may be asserted against various participants in secondary mortgage market
transactions, including assignees that hold the mortgage loan, such as the trust
fund. Losses on loans from the application of these federal, state and local    
laws that are not otherwise covered by a credit enhancement will be borne by the
holders of one or more classes of certificates.                                 

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

         The following discussion is the opinion of Sidley Austin Brown & Wood
LLP, counsel to the depositor, on the material federal income tax consequences  
of the purchase, ownership, and disposition of certificates. The opinion of     
Sidley Austin Brown & Wood LLP is based on laws, regulations, administrative    
rulings, and judicial decisions now in effect, all of which are subject to      
change either prospectively or retroactively. The following discussion does not 
describe aspects of federal tax law that are unique to special taxpayers such as
insurance companies and securities dealers and investors who hold certificates  
as part of a straddle within the meaning of Code Section 1092. Prospective      
investors should consult their tax advisors regarding the federal, state, local,
and any other tax consequences to them of the purchase, ownership, and          
disposition of certificates.                                                    

GENERAL                                                                         

       The federal income tax consequences to certificateholders will vary
depending on whether the trust fund relating to those certificates is treated   
under the Code as a "grantor trust" or an election is made to treat the trust   
fund as one or more real estate mortgage investment conduits ("REMICs").        

NON-REMIC CERTIFICATES                                                          

      If no REMIC election is made, a trust fund relating to a series of
certificates will be classified as a "grantor trust" under subpart E, Part I of 
subchapter J of chapter 1 of subtitle A of the Code, in which case,             
certificateholders will be treated for federal income tax purposes as owning    
directly all of or a portion of the trust fund's assets. Sidley Austin Brown &  
Wood LLP will issue an opinion confirming the above-stated conclusions for each 
trust fund for which no REMIC election is made.                                 

A.   SINGLE CLASS OF CERTIFICATES                                               

     Characterization. The trust fund may be created with one class of
certificates, in which case, each certificateholder will be treated as the owner
of a pro rata undivided interest in each of the mortgage loans in the           

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Pool. Any amount received by a certificateholder in lieu of an amount due with  
respect to any mortgage loan because of a default or delinquency in payment will
be treated for federal income tax purposes as having the same character as the  
payment it replaces.                                                            

      Except for original issue discount ("OID"), each certificateholder
will be required to report on its federal income tax return in accordance with  
its method of accounting its pro rata share of the income from the mortgage     
loans in the trust fund, including interest, if any, prepayment fees, assumption
fees, any gain recognized upon an assumption and late payment charges received  
by the master servicer. A certificateholder using the cash method of accounting 
must take into account its pro rata share of income when collected by or paid to
the master servicer and a certificateholder using an accrual method of          
accounting must take into account its pro rata share of income as it accrues, or
when received if the income is received before it accrues. Each                 
certificateholder will also be required to report its pro-rata share of OID on  
an accrual basis regardless of how the certificateholder otherwise reports      
income.                                                                         

  Under Code Sections 162 or 212, each certificateholder will be
entitled to claim deductions for its pro rata share of servicing fees,          
prepayment fees, assumption fees and late payment charges retained by the master
servicer, provided that the amounts represent reasonable compensation for       
services rendered to the trust fund. A certificateholder using the cash method  
of accounting may claim its pro rata share of deductions as and when paid by the
master servicer and a certificateholder using an accrual method of accounting   
may claim its share of deductions as they accrue. If a certificateholder is an  
individual, estate or trust, the certificateholder will be entitled to deduct a 
share of trust expenses only to the extent the share plus the                   
certificateholder's other miscellaneous itemized deductions (as defined in the  
Code) exceeds two percent of the certificateholder's adjusted gross income. If  
the servicing fees paid to the master servicer are deemed to exceed reasonable  
servicing compensation, the amount of any excess could be considered as an      
ownership interest retained by the master servicer (or any person to whom the   
master servicer assigned for value all or a portion of the servicing fees) in a 
portion of the interest payments on the mortgage loans. The mortgage loans could
then be subject to the "coupon stripping" rules of the Code discussed below.    

Generally, with respect to each series of certificates:     

          -    a certificate owned by a "domestic building and loan association"
             within the meaning of Code Section 7701(a)(19) and representing
       principal and interest payments on mortgage loans will be
          considered to represent loans secured by an interest in real
       property which is residential property under Code Section
             7701(a)(19)(C)(v), to the extent that the mortgage loans in the
      trust fund are of a type described in that Code section;

-    a certificate owned by a real estate investment trust  
              representing an interest in mortgage loans will be considered to
               represent "real estate assets" within the meaning of Code Section
              856(c)(4)(A), to the extent that the mortgage loans in the trust
             fund are of a type described in that Code section, and interest
          income on the mortgage loans will be considered "interest on
           obligations secured by mortgages on real property" within the
               meaning of Code Section 856(c)(3)(B), to the extent income on the
trust fund is described in that Code section; and 

         -    a certificate owned by a REMIC will represent an "obligation . .
           . which is principally secured, directly or indirectly, by an
             interest in real property" under Code Section 860G(a)(3) to the
       extent the mortgage loans in the trust fund are of a type
described in that Code Section.                   

          Buydown Loans. Certain trust funds may hold buydown loans. These loans
can be secured not only by a lien on real property but also by a pledged account
that is drawn upon to subsidize the mortgagor's monthly mortgage payments for a 
limited period of time. For purposes of the conclusions described immediately   
above, so long as the value of the underlying real property at least equals the 
amount of the loan, the loan will be treated as fully secured by real property. 
If the value of the underlying real property is less than the amount of the     
loan, then the loan will be treated as secured by an interest in real property  
only to the extent of the value of the real property. The related prospectus    
supplement for any series of certificates will specify whether such             
apportionment would be required.                                                

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 Premium. The price paid for a certificate by a holder will be
allocated, at the time of purchase, to the holder's undivided interest in each  
mortgage loan based on each mortgage loan's relative fair market value, so that 
the holder's undivided interest in each mortgage loan will have its own tax     
basis. A certificateholder that acquires an interest in mortgage loans at a     
premium may elect, under Code Section 171, to amortize the premium under a      
constant yield method. Amortizable bond premium will be treated as an offset to 
interest income on the mortgage loans to which it relates. The basis for the    
certificate will be reduced to the extent that amortizable premium is applied to
offset interest payments. It is not clear whether a prepayment assumption should
be used in computing amortization of premium allowable under Code Section 171.  
The legislative history ("Legislative History") accompanying the enactment of   
the OID rules as part of the Tax Reform Act of 1986 (the "1986 Act") indicates  
that if a prepayment assumption is applied to an instrument for purposes of the 
OID rules, that prepayment assumption should be applied in amortizing bond      
premium.                                                                        

         If a premium is not amortized using a prepayment assumption, then the
holder of a certificate acquired at a premium may recognize a loss if a mortgage
loan prepays in full. The amount of the loss (if any) will equal the excess of  
the certificateholder's adjusted basis in the prepaid mortgage loan over the    
certificateholder's share of principal paid on the mortgage loan. If a          
prepayment assumption is used to amortize premium, then a loss should be        
available to the extent that the premium has not been amortized at the time a   
mortgage loan prepays. It is not clear whether any other adjustments would be   
required to reflect differences between an assumed prepayment rate and the      
actual rate of prepayments. In addition, amounts received on the redemption of  
an obligation issued by a natural person are considered received in exchange for
the obligation if the debt obligation is purchased or issued after June 8, 1997 
(that is, treated the same as obligations issued by corporations). This change  
could affect the character of any loss (for example, cause the loss to be       
treated as capital if the assets are held as capital assets by the taxpayer).   

          The Internal Revenue Service ("IRS") has issued final regulations (the
"Amortizable Bond Premium Regulations") dealing with amortizable bond premium,  
but these regulations specifically do not apply to prepayable debt instruments  
subject to Code Section 1272(a)(6). Absent further guidance from the IRS, the   
trustee intends to account for amortizable bond premium in the manner described 
above. Prospective purchasers of the certificates should consult their tax      
advisors regarding the possible application of the Amortizable Bond Premium     
Regulations.                                                                    

 Original Issue Discount. A certificateholder that acquires an
undivided interest in a pool of mortgage loans will be subject to the original  
issue discount ("OID") rules of Code Sections 1271 through 1273 and 1275 to the 
extent of the certificateholder's undivided interest in any mortgage loans in   
the pool that were issued with OID. OID generally must be reported as ordinary  
gross income as it accrues under a constant yield method. See "--Certificates   
Representing Interests in Loans Other Than ARM Loans."                          

   Market Discount. A certificateholder that acquires an undivided
interest in a pool of mortgage loans will be subject to the market discount     
rules of Code Sections 1276 through 1278 to the extent the certificateholder    
purchases its undivided interest in one or more of the underlying mortgage loans
at a "market discount." Provided a mortgage loan is not issued with OID, the    
amount of market discount (if any) equals the excess of the certificateholder's 
proportionate interest in the principal amount of the mortgage loan over the    
certificateholder's proportionate tax basis in the mortgage loan. Market        
discount with respect to a certificate will be considered to be zero if the     
amount allocable to the certificate is less than 0.25% of the certificate's     
stated redemption price at maturity multiplied by the weighted average maturity 
remaining after the date of purchase. Treasury regulations implementing the     
market discount rules have not yet been issued, therefore, investors are advised
to consult their tax advisors regarding the application of these rules and the  
advisability of making any of the elections allowed under Code Sections 1276    
through 1278.                                                                   

     The Code provides that any principal payment (whether a scheduled
payment or a prepayment) or any gain on disposition of a market discount bond   
shall be treated as ordinary income to the extent that it does not exceed the   
accrued market discount at the time of the payment. The amount of accrued market
discount for purposes of determining the tax treatment of subsequent principal  
payments or dispositions of the market discount bond is to be reduced by the    
amount so treated as ordinary income.                                           

         The Code also authorizes the Treasury Department to issue regulations
providing for the computation of accrued market discount on debt instruments the
principal of which is payable in more than one installment. Although no         
regulations have been issued the relevant legislative history describes how     
market discount should be                                                       

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accrued. According to the legislative history, the holder of a market discount  
bond may elect to accrue market discount either on the basis of a constant yield
or according to one of the following methods. If a certificate is issued with   
OID, the amount of market discount that accrues during any accrual period would 
be equal to the product of the total remaining market discount and a fraction,  
the numerator of which is the OID accruing during the period and the denominator
of which is the total remaining OID at the beginning of the accrual period. For 
certificates issued without OID, the amount of market discount that accrues     
during a period would be equal to the product of the total remaining market     
discount and a fraction, the numerator of which is the amount of stated interest
paid during the accrual period and the denominator of which is the total amount 
of stated interest remaining to be paid at the beginning of the accrual period. 
For purposes of calculating market discount under any of these methods in the   
case of instruments that provide for payments that may be accelerated due to    
prepayments of other obligations securing the instruments, the same prepayment  
assumption applicable to calculating the accrual of OID will apply. The         
Legislative History states Congress intends that if a prepayment assumption     
would be used to calculate OID it should also be used to accrue marked discount.
Because the regulations described above have not been issued, what effect those 
regulations might have on the tax treatment of a certificate purchased at a     
discount or premium in the secondary market cannot be predicted.                

          A holder who acquires a certificate at a market discount may also have
to defer taking a deduction for some of the interest paid or accrued on any     
indebtedness incurred or maintained to purchase or carry the certificate. For   
any taxable year, the amount deferred equals the excess of (1) the interest paid
or accrued on such indebtedness for the year over (2) the interest (including   
original issue discount) from the certificate included in gross income for the  
year. If the certificateholder elects, the amount deferred from an earlier year 
may be deducted in a later year to the extent that (1) the income from the      
certificate in the later year exceeds (2) the interest paid or accrued on such  
indebtedness for the later year. Any remaining deferred deduction is to be taken
into account in the taxable year in which the certificate matures or is disposed
of in a taxable transaction. In the case of a disposition in which gain or loss 
is not recognized in whole or in part, any remaining deferred deduction will be 
allowed to the extent of gain recognized on the disposition. This deferral rule 
does not apply if the certificateholder elects to include the market discount in
income currently as it accrues on all market discount obligations acquired by   
the certificateholder in that taxable year or thereafter.                       

          Election to Treat All Interest as OID. The Treasury regulations issued
under Code Sections 1271 through 1273 and 1275 (the "OID Regulations") permit a 
certificateholder to elect to accrue all interest (including stated interest),  
discount (including de minimis market discount and de minimis original issue    
discount) and premium in income using a constant yield method. If this election 
is made with respect to a certificate having market discount, the               
certificateholder is deemed to have made an election to include market discount 
in income currently with respect to all other market discount debt instruments  
that the certificateholder acquires during the year of the election and         
thereafter. A certificateholder that makes this election for a certificate that 
is acquired at a premium is deemed to have made an election to amortize bond    
premium with respect to all premium debt instruments that the certificateholder 
owns as of the first day of the taxable year and acquires thereafter. See "--   
Single Class of Certificates -- Premium." The election to accrue interest,      
discount and premium using a constant yield method with respect to a certificate
cannot be revoked without the consent of the IRS. Prospective investors should  
consult their tax advisors regarding the election.                              

      Certificates Representing Interests in Loans Other Than ARM Loans.
Under the OID Regulations, a mortgage loan may be issued with OID for a variety 
of reasons. These include situations in which the lender charges the borrower   
origination points (whether or not the borrower may deduct the points           
immediately) or offers the loan at a "teaser" rate (that is, the initial rate of
interest on the mortgage loan is significantly lower than the subsequent rate or
rates on the mortgage loan).                                                    

    OID on each certificate must be included in the owner's ordinary
income for federal income tax purposes as it accrues, in accordance with a      
constant yield method that takes into account the semi-annual (or more frequent)
compounding of interest, in advance of receipt of the cash attributable to the  
income. The amount of OID required to be included in an owner's income in any   
taxable year with respect to a certificate representing an interest in mortgage 
loans other than mortgage loans with interest rates that adjust periodically    
("ARM Loans") likely will be computed as described under "--Accrual of Original 
Issue Discount." The following discussion is based on the OID Regulations and on
the provisions of the 1986 Act. The holder of a certificate should be aware,    
however, that the OID Regulations may not adequately address certain issues     
relevant to prepayable securities.                                              

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          Under the Code, each mortgage loan underlying the certificates will be
treated as having been issued on the date it was originated with an amount of   
OID equal to the excess, if any, of the mortgage loan's stated redemption price 
at maturity over its issue price. The issue price of a mortgage loan is         
generally the amount lent to the mortgagee, which may be adjusted to take into  
account certain loan origination fees. The stated redemption price at maturity  
of a mortgage loan is the sum of all payments to be made on the mortgage loan   
other than payments that are treated as qualified stated interest ("QSI")       
payments. The accrual of OID, as described under "--Accrual of Original Issue   
Discount," will, unless otherwise specified in the related prospectus           
supplement, utilize the original yield to maturity of the certificates          
calculated based on an assumed prepayment rate for the mortgage loans underlying
the certificates (the "Prepayment Assumption"), and will take into account      
events that occur during the calculation period. There are no regulations       
dictating how the Prepayment Assumption is determined. The Legislative History  
provides, however, that the regulations will require that the Prepayment        
Assumption be the prepayment assumption that is used in determining the offering
price of the certificates. No representation is made that any certificate will  
prepay at the Prepayment Assumption or at any other rate. The requirement of    
using a prepayment assumption for the purpose of calculating OID only applies to
debt instruments collateralized by other debt instruments that are subject to   
prepayment rather than direct ownership interests in debt instruments, (and, in 
tax years beginning after August 5, 1997, to any pool of debt instruments the   
yield on which may be affected by reason of prepayments.) However, no other     
legal authority provides guidance with regard to the proper method for accruing 
OID on obligations that are subject to prepayment, and, until further guidance  
is issued, the master servicer intends to calculate and report OID under the    
method described in "--Accrual of Original Issue Discount."                     

 Accrual of Original Issue Discount. Generally, the owner of a
certificate must include in gross income the sum of the "daily portions," as    
defined below, of the OID on any certificate for each day on which it owns the  
certificate, including the date of purchase but excluding the date of           
disposition. In the case of an original owner, the daily portions of OID will   
generally be determined as set forth under the OID Regulations. In the case of  
each full accrual period, this will be done by (i) adding (A) the present value 
of all remaining payments, determined as of the end of the accrual period and   
(B) any payments received during the accrual period, and (ii) subtracting from  
that total the "adjusted issue price" at the beginning of the accrual period.   
The present value of the remaining payments are determined first by using the   
Prepayment Assumption to calculate the amount and timing of the remaining       
payments and then by discounting the payments so determined using the original  
yield to maturity. The adjusted issue price of a certificate at the beginning of
the first accrual period is its issue price; the adjusted issue price of a      
certificate at the beginning of a subsequent accrual period is the adjusted     
issue price at the beginning of the immediately preceding accrual period plus   
the amount of OID allocable to that accrual period reduced by the amount of any 
payment (other than QSI) made at the end of or during that accrual period. The  
OID accruing during the accrual period will then be divided by the number of    
days in the period to determine the daily portion of OID for each day in the    
period. With respect to an initial accrual period shorter than a full monthly   
accrual period, the daily portions of OID must be determined according to an    
appropriate allocation under any reasonable method.                             

        Original issue discount generally must be reported as ordinary gross
income as it accrues under a constant yield method that takes into account the  
compounding of interest as it accrues rather than when it is received. However, 
the amount of original issue discount includible in the income of a holder of an
obligation is reduced when the obligation is acquired after its initial issuance
at a price greater than the sum of the original issue price and the previously  
accrued original issue discount, less prior payments of principal. Accordingly, 
if mortgage loans acquired by a certificateholder are purchased at a price equal
to the then unpaid principal amount of those mortgage loans, no original issue  
discount attributable to the difference between the issue price and the original
principal amount of those mortgage loans (for example, due to points) will be   
includible by the holder. Other original issue discount on the mortgage loans   
(that is, OID attributable to factors other than a difference between the issue 
price and original principal amount, such as interest payments that increase    
after an initial "teaser" rate) would still need to be accrued.                 

         Certificates Representing Interests in ARM Loans. The OID Regulations
do not address the treatment of instruments, such as the certificates, which    
represent interests in ARM Loans. In the absence of any authority, the master   
servicer will report OID on certificates attributable to ARM Loans to holders in
a manner it believes is consistent with the rules described under the heading "-
Certificates Representing Interests in Loans Other Than ARM Loans" and with the 
OID Regulations. As such, for purposes of projecting both the remaining payments
and future yield, the "assumed rate payable" on the ARM Loans will be the "fixed
rate equivalent" on the issue date. Further, the addition to the principal      
balance of an ARM Loan of interest deferred due to negative amortization        

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("Deferred Interest") may require the inclusion of the interest in the income of
the certificateholder when the interest accrues. Furthermore, the addition of   
Deferred Interest to the certificate's principal balance will result in         
additional income (including possibly OID income) to the certificateholder over 
the remaining life of the certificates.                                         

      The "assumed rate payable" and the "fixed rate equivalent" will be
used solely for making tax compulations. No representation is made that any loan
will actually pay at either rate.                                               

   The treatment of ARM obligations is uncertain. Investors should
consult their tax advisors regarding how income will be includible with respect 
to the certificates.                                                            

B.   MULTIPLE CLASSES OF CERTIFICATES                                           

       Stripped Bonds and Stripped Coupons. Pursuant to Code Section 1286,
the separation of ownership of the right to receive some or all of the interest 
payments on an obligation from ownership of the right to receive some or all of 
the principal payments on the obligation results in the creation of "stripped   
bonds" with respect to principal payments and "stripped coupons" with respect to
interest payments. For purposes of Code Sections 1271 through 1288, Code Section
1286 treats a stripped bond or a stripped coupon as an obligation issued on the 
date that the stripped interest is created. If a trust fund is created with two 
classes of certificates, one class of certificates may represent the right to   
principal and interest, or principal only, on all or a portion of the mortgage  
loans (the "Stripped Bond Certificates"), while the other class of certificates 
may represent the right to some or all of the interest on the same mortgage     
loans (the "Stripped Coupon Certificates").                                     

     In certain situations, Code Section 1286 does not apply to a real
estate mortgage even if some of the interest on the real estate mortgage has    
been separated from the principal. Specifically, the stripping rules are not    
implicated if following the separation of interest, either (1) the amount of    
discount on the real estate mortgage is less than the de minimis (measured using
the rules for calculating de minimis OID) or (2) no more than 100 basis points  
(that is, 1% interest on the mortgage loan principal balance) has been separated
from the real estate mortgage. Among other instances, the 100 basis points      
exception may apply if a servicer retains "excess servicing" (that is, the right
to servicing income in excess of an IRS-determined amount of reasonable         
servicing) that does not exceed 100 basis points.                               

The IRS appears to apply the exceptions described above on a
loan-by-loan basis, which could result in some mortgage loans held by a trust   
being treated as having been stripped and others as not. See "--Non-REMIC       
Certificates" and "--Multiple Classes of Senior Certificates -- Stripped Bonds  
and Stripped Coupons." If the exceptions apply, then a stripped real estate     
mortgage is nevertheless not treated as a newly issued instrument with OID. Any 
discount on such mortgage loan will have to be treated as a market discount if  
the discount exceeds a de minimis amount (measured using the rules for          
calculating de minimis discount). The remaining discussion assumes that the none
of these exceptions are available to the mortgage loans held by a trust.        

     Although current authority is not entirely clear, for purposes of
calculating OID, a Stripped Bond Certificate should be treated as an interest in
mortgage loans issued on the day the certificate is purchased. Generally, if the
discount on a particular mortgage loan is larger than a de minimis amount (as   
calculated for purposes of the discount), then a purchaser of the certificate   
will have to accrue the discount on the mortgage loan under the OID rules of the
Code regardless of the certificate purchaser's ordinary method of accounting.   
See "--Non-REMIC Certificates" and "--Single Class of Certificates -- Original  
Issue Discount." In addition, although the Code could be interpreted otherwise, 
based on IRS guidance, it appears that all payments related to a mortgage loan  
underlying a Stripped Coupon Certificate should be treated as a single          
installment obligation subject to the OID rules of the Code, in which case, all 
payments from the mortgage loan should be included in the mortgage loan's stated
redemption price at maturity for purposes of calculating income on the Stripped 
Coupon Certificate under the OID rules of the Code.                             

         Based on current authority it is unclear under what circumstances, if
any, the prepayment of a mortgage loan will result in a deductible loss to the  
holder of a Stripped Bond Certificate purchased at a premium. If the certificate
is treated as a single instrument (rather than an interest in discrete mortgage 
loans) and the effect of prepayments is taken into account in computing yield   
with respect to the certificate, it appears that no loss will be available as a 
result of any particular prepayment unless prepayments occur at a rate faster   
than the assumed                                                                

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prepayment rate. However, if a certificate is treated as an interest in discrete
mortgage loans, or if no prepayment assumption is used, then when a mortgage    
loan is prepaid, any certificate so treated should be able to recognize a loss  
equal to the portion of the unrecovered premium of the certificate that is      
allocable to the mortgage loan. In addition, if the debt instrument of a natural
person is either purchased or issued after June 8, 1997, then amounts received  
on retirement of the debt instrument are treated as received in exchange for the
debt instrument. Consequently, any loss realized on the retirement of a debt    
instrument could be capital rather than ordinary.                               

     The IRS has not issued guidance under the Code's coupon stripping
rules with respect to instruments that represent interests in ARM Loans. In the 
absence of any authority, the master servicer will report OID on certificates   
attributable to ARM Loans ("Stripped ARM Obligations") to holders in a manner it
believes is consistent with the rules described under the heading "-            
Certificates Representing Interests in Loans Other Than ARM Loans" and with the 
OID Regulations. In this connection, for purposes of projecting both the        
remaining payments on and future yield of, an ARM Loan, the interest rate       
payable on the ARM Loan will be assumed to be the fixed rate equivalent of the  
adjustable rate as determined on the issue date. Applying these rules may       
require the interest on a Stripped ARM Obligation to be included before the     
interest is received, even if the interest is added to principal because of     
negative amortization. Further, increasing the principal by deferred interest   
may result in additional income (including OID) over the remaining life of the  
certificates.                                                                   

      The "assumed rate payable" and the "fixed rate equivalent" will be
used solely for making tax computations. No representation is made that any loan
will actually pay at either rate.                                               

          Holders of Stripped Bond Certificates and Stripped Coupon Certificates
are encouraged to consult with their tax advisors regarding the proper treatment
of their certificates for federal income tax purposes.                          

C.   SALE OR EXCHANGE OF A CERTIFICATE                                          

        Sale or exchange of a certificate before its maturity will result in
gain or loss equal to the difference, if any, between the amount received and   
the adjusted basis in the certificate. In general, a holder's adjusted basis in 
a certificate will equal the amount paid for the certificate (1) increased by   
the OID and market discount (if any) included in the seller's gross income with 
respect to the certificate, and (2) reduced by amortized premiums (if any) and  
payments on the certificate previously received by the seller (other than QSI). 
Except for the amount of any market discount not previously included in income  
and accrued but unpaid QSI, the gain or loss will be capital gain or loss to an 
owner for which a certificate is a "capital asset" within the meaning of Code   
Section 1221, and will be long-term or short-term depending on whether the      
certificate has been owned for the long-term capital gain holding period        
(currently more than one year).                                                 

   The certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the     
sale of a certificate by a bank or a thrift institution to which that section   
applies will be ordinary income or loss.                                        

D.   NON-U.S. PERSONS                                                           

As used in this prospectus, a "U.S. Person" means           

-    a citizen or resident of the United States,            

         -    a corporation or a partnership (including an entity treated as a
              corporation or partnership for U.S. federal income tax purposes)
            organized in or created under the laws of the United States or
               any State thereof or the District of Columbia (unless in the case
       of a partnership Treasury Regulations provide otherwise),

       -    an estate, the income of which from sources outside the United
         States is includible in gross income for federal income tax
               purposes regardless of its connection with the conduct of a trade
or business within the United States, or          

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        -    a trust if a court within the United States is able to exercise
              primary supervision over the administration of the trust and one
         or more United States persons have authority to control all
substantial decisions of the trust.               

In addition, U.S. Persons would include certain trusts that can elect to be     
treated as U.S. Persons. A "Non-U.S. Person" is a person other than a U.S.      
Person.                                                                         

Interest paid (or accrued) on the mortgage loans to a       
certificateholder who is a non-U.S. Person will be considered "portfolio        
interest," and generally will not be subject to United States federal income tax
and withholding tax, provided, that (1) the interest is not effectively         
connected with the conduct of a trade or business within the United States by   
the non-U.S. Person, and (2) the non-U.S. Person provides the trust or other    
person who is otherwise required to withhold U.S. tax with respect to the       
mortgage loans with an appropriate statement (on IRS Form W-8BEN or other       
similar form), signed under penalties of perjury, certifying that the beneficial
owner of the mortgage loan is a foreign person and providing that non-U.S.      
person's name and address. If an interest in a mortgage loan is held through a  
securities clearing organization or certain other financial institutions, the   
organization or institution may provide the relevant signed statement to the    
withholding agent. In that case, however, the signed statement must be          
accompanied by an IRS Form W-8BEN or substitute form provided by the non-U.S.   
Person that owns that interest in the mortgage loan. If interest does not       
constitute portfolio interest, then it will be subject to U.S. federal income   
and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to  
an applicable income tax treaty and the non-U.S. Person provides the trust, or  
an organization or financial institution described above, with an appropriate   
statement (for example, an IRS Form W-8BEN), signed under penalties of perjury, 
to that effect. Any foreclosure property owned by the trust fund could be       
treated as a U.S. real property interest owned by certificateholders and subject
to withholding under section 1445 of the Code.                                  

E.   INFORMATION REPORTING AND BACKUP WITHHOLDING                               

The master servicer will furnish or make available, within a
reasonable time after the end of each calendar year, to each person who was a   
certificateholder at any time during the year, the information deemed           
appropriate to assist certificateholders in preparing their federal income tax  
returns, or to enable holders to make any information available to beneficial   
owners or financial intermediaries that hold certificates as nominees on behalf 
of beneficial owners. If a holder, beneficial owner, financial intermediary or  
other recipient of a payment on behalf of a beneficial owner fails to supply a  
certified taxpayer identification number or if the Secretary of the Treasury    
determines that the person has not reported all interest and dividend income    
required to be shown on its federal income tax return, backup withholding may be
required with respect to any payments. Any amounts deducted and withheld from a 
distribution to a recipient would be allowed as a credit against a recipient's  
federal income tax liability provided the required information is supplied to   
the IRS.                                                                        

F.   PROPOSED REPORTING REGULATIONS.                                            

   In June 2002 the IRS and Treasury Department proposed new rules
concerning the reporting of tax information with respect to "Widely Held        
Mortgage Trusts." If these rules are finalized, the Trustee may be compelled, or
have an opportunity, to adopt new ways of calculating and reporting tax items   
(such as OID, market discount, sale proceeds and premium) to the                
certificateholders, which changes may affect the timing of when a               
Certificateholder reports such items.                                           

REMIC CERTIFICATES                                                              

       The trust fund relating to a series of certificates may elect to be
treated as one or more REMICs. REMIC qualification requires ongoing compliance  
with certain conditions. Although a REMIC is not generally subject to federal   
income tax (see, however "--Residual Certificates" and "--Prohibited            
Transactions"), if during any taxable year a trust fund with respect to which a 
REMIC election is made fails to comply with one or more of the ongoing          
requirements of the Code for REMIC status, including the implementation of      
restrictions on the purchase and transfer of the residual interests in a REMIC  
as described under "Residual Certificates," then the trust fund will not be     
treated as a REMIC for that year and thereafter. In that event, the entity may  
be taxable as a separate corporation, and the related certificates (the "REMIC  
Certificates") may not be accorded the status or given the tax treatment        
described below. While the Code authorizes the Treasury Department to issue     
regulations providing relief upon an                                            

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inadvertent termination of the status of a trust fund as a REMIC, no such       
regulations have been issued. Any relief, moreover, may be accompanied by       
sanctions, such as the imposition of a corporate tax on all or a portion of the 
REMIC's income for the period in which the requirements for REMIC status were   
not satisfied. Assuming compliance with all provisions of the related pooling   
and servicing agreement, each trust fund that elects REMIC status will qualify  
as a REMIC, and the related certificates will be considered to be regular       
interests ("Regular Certificates") or residual interests ("Residual             
Certificates") in the REMIC. The related prospectus supplement for each series  
of certificates will indicate whether the trust fund will make any REMIC        
elections and whether a class of certificates will be treated as a regular or   
residual interest in a REMIC. With respect to each trust fund for which any     
REMIC election is to be made, Sidley Austin Brown & Wood LLP will issue an      
opinion confirming the conclusions expressed above concerning the REMIC status  
of the trust fund and the status of the certificates as representing regular or 
residual interests in a REMIC.                                                  

         In general, with respect to each series of certificates for which any
REMIC election is made, certificates held by a thrift institution taxed as a    
"domestic building and loan association" will constitute assets described in    
Code Section 7701(a)(19)(C); certificates held by a real estate investment trust
will constitute "real estate assets" within the meaning of Code Section         
856(c)(4)(A); and interest on certificates held by a real estate investment     
trust will be considered "interest on obligations secured by mortgages on real  
property" within the meaning of Code Section 856(c)(3)(B). If less than 95% of  
the REMIC's assets are assets qualifying under any of these Code sections, the  
certificates will be qualifying assets only to the extent that the REMIC's      
assets are qualifying assets and interest on the certificates will be qualifying
income only to the extent the REMIC's income is qualifying income. In addition, 
payments on mortgage loans held pending distribution on the REMIC Certificates  
will be considered to be real estate assets for purposes of Code Section 856(c).

       In some instances the mortgage loans may not be treated entirely as
assets described in the foregoing sections. See, in this regard, the discussion 
of buydown loans contained in "--Non-REMIC Certificates -- Single Class of      
Certificates." REMIC Certificates held by a real estate investment trust will   
not constitute "Government Securities" within the meaning of Code Section       
856(c)(4)(A), and REMIC Certificates held by a regulated investment company will
not constitute "Government Securities" within the meaning of Code Section       
851(b)(4)(A)(ii). REMIC Certificates held by certain financial institutions will
constitute "evidences of indebtedness" within the meaning of Code Section       
582(c)(1).                                                                      

          Among other requirements, to qualify as a REMIC, substantially all the
assets of a trust must consist of qualified mortgages and permitted investments.
A "qualified mortgage" for REMIC purposes is any obligation (including          
certificates of participation in an obligation) that is principally secured by  
an interest in real property and that is transferred to the REMIC within a      
prescribed time period in exchange for regular or residual interests in the     
REMIC. In addition to ordinary buildings, real property includes manufactured   
housing or mobile homes (not including recreational vehicles, campers or similar
vehicles) that are "single family residences" under Code Section 25(e)(10)      
regardless of state law classifications.                                        

       Starting in 2005, the American Jobs Creation Act of 2004 (the "Jobs
Act") allows REMICs to hold reverse mortgages, home equity loans and the assets 
needed to fund additional draws on these loans. The legislative history         
accompanying the Jobs Act defines a "reverse mortgage" as loan secured by real  
property that (1) provides for advances secured by the same property, (2)       
requires the payment of an amount due at maturity that is no greater than the   
value of the securing property, (3) provides that all payments are due only on  
maturity of the loan, and (4) matures after a fixed term or at the time the     
obligor ceases to use the securing property as a personal residence. If reverse 
mortgages or home equity loans are contributed to a REMIC, the accompanying tax 
consequences will be discussed separately in the prospectus supplement offering 
interests in that REMIC.                                                        

       Tiered REMIC Structures. For certain series of certificates, two or
more separate elections may be made to treat designated portions of the related 
trust fund as different and separate REMICs (respectively, the "Underlying      
REMIC" or "REMICs" and the "Master REMIC") for federal income tax purposes. Upon
the issuance of such a series of certificates, assuming compliance with all     
provisions of the related pooling and servicing agreement, the Master REMIC as  
well as each Underlying REMIC will each qualify as a REMIC, and the REMIC       
Certificates issued by the Master REMIC and each Underlying REMIC, respectively,
will be considered to evidence ownership of Regular Certificates or Residual    
Certificates in the related REMIC within the meaning of the REMIC provisions.   
With respect to each trust fund for which more than one REMIC election is to be 
made, Sidley Austin Brown &                                                     

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Wood LLP will issue an opinion confirming the conclusions expressed above       
concerning the status of the Master REMIC and each Underlying REMIC as a REMIC  
and the status of the certificates as regular or residual interests in a REMIC. 

        Except for the residual interest in any Underlying REMIC, only REMIC
Certificates issued by the Master REMIC will be offered under this prospectus.  
All Underlying REMICs and the Master REMIC will be treated as one REMIC solely  
for purposes of determining whether the REMIC Certificates will be "real estate 
assets" within the meaning of Section 856(c)(4)(A) of the Code, "loans secured  
by an interest in real property" under Section 7701(a)(19)(C) of the Code; and  
whether the income on the certificates will be interest described in Section    
856(c)(3)(B) of the Code.                                                       

A.   REGULAR CERTIFICATES                                                       

   General. Except as otherwise stated in this discussion, Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.  
Moreover, holders of Regular Certificates that otherwise report income under a  
cash method of accounting will be required to report income with respect to     
Regular Certificates under an accrual method. Under an accrual method of        
accounting, interest may have to be included in income before its receipt.      

        Original Issue Discount and Premium. The Regular Certificates may be
issued with OID. Generally, OID, if any, will equal the difference between the  
"stated redemption price at maturity" of a Regular Certificate and its "issue   
price." Holders of any class of certificates issued with OID will be required to
include OID in gross income for federal income tax purposes as it accrues, in   
accordance with a constant yield method based on the semi-annual (or more       
frequent) compounding of interest rather than in accordance with receipt of the 
interest payments. The following discussion is based in part on the OID         
Regulations and in part on the provisions of the 1986 Act. Holders of Regular   
Certificates (the "Regular Certificateholders") should be aware, however, that  
the OID Regulations do not adequately address certain issues relevant to        
prepayable securities, such as the Regular Certificates.                        

        Rules governing OID are set forth in Code Sections 1271 through 1273
and 1275. These rules require that the amount and rate of accrual of OID be     
calculated based on the Prepayment Assumption and the anticipated reinvestment  
rate, if any, relating to the Regular Certificates and prescribe a method for   
adjusting the amount and rate of accrual of the discount when the actual        
prepayment rate differs from the Prepayment Assumption. Under the Code, the     
Prepayment Assumption must be determined in the manner prescribed by            
regulations, which regulations have not yet been issued. The Legislative History
provides, however, that Congress intended the regulations to require that the   
Prepayment Assumption be the prepayment assumption that is used in determining  
the initial offering price of the Regular Certificates. The prospectus          
supplement for each series of Regular Certificates will specify the Prepayment  
Assumption to be used for the purpose of determining the amount and rate of     
accrual of OID. No representation is made that the Regular Certificates will    
prepay at the Prepayment Assumption or at any other rate.                       

      The IRS issued final regulations (the "Contingent Regulations") in
June 1996 governing the calculation of OID on instruments having contingent     
interest payments. The Contingent Regulations specifically do not apply for     
purposes of calculating OID on debt instruments subject to Code Section         
1272(a)(6), such as the Regular Certificates. Additionally, the OID Regulations 
do not contain provisions specifically interpreting Code Section 1272(a)(6). The
trustee intends to base its computations on Code Section 1272(a)(6) and the OID 
Regulations as described in this prospectus. However, because no regulatory     
guidance currently exists under Code Section 1272(a)(6), there can be no        
assurance that this methodology represents the correct manner of calculating    
OID.                                                                            

    In general, each Regular Certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its  
"stated redemption price at maturity" over its issue price. The issue price of a
Regular Certificate is the first price at which a substantial amount of Regular 
Certificates of that class are first sold to the public (excluding bond houses, 
brokers, underwriters or wholesalers). The issue price of a Regular Certificate 
includes the amount, if any, paid by an initial certificateholder for interest  
accruing before the issue date of the Regular Certificate. The stated redemption
price at maturity of a Regular Certificate includes the original principal      
amount of the Regular Certificate, but generally will not include distributions 
of interest that constitute "qualified stated interest." Qualified stated       
interest generally means interest unconditionally payable at intervals of one   
year or                                                                         

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less at a single fixed rate or qualified variable rate (as described below)     
during the entire term of the Regular Certificate. Interest is payable at a     
single fixed rate only if the rate appropriately takes into account the length  
of the interval between payments. Distributions of interest on Regular          
Certificates with respect to which deferred interest will accrue (interest added
to principal) will not constitute qualified stated interest payments, and the   
stated redemption price at maturity of these Regular Certificates will include  
all distributions of interest as well as principal.                             

          If the interval between the issue date and the first distribution date
on a Regular Certificate is longer than the interval between subsequent         
distribution dates, but the amount of the distribution is not adjusted to       
reflect the longer interval, then for purposes of determining whether the       
Regular Certificate has de minimis OID, the stated redemption price of the      
Regular Certificate is treated as the issue price (determined as described      
above) plus the greater of (i) the amount of the distribution foregone or (ii)  
the excess (if any) of the Regular Certificates stated principal over its issue 
price. If the interval between the issue date and the first distribution date on
a Regular Certificate is shorter than the interval between subsequent           
distribution dates, but the amount of the distribution is not adjusted to       
reflect the shorter interval, then for the purposes of determining the OID, if  
any, on the Regular Certificate, the excess amount of the distribution would be 
added to the Regular Certificate's stated redemption price. Regular             
Certificateholders should consult their tax advisors to determine the issue     
price and stated redemption price at maturity of a Regular Certificate.         
Additionally, it is possible that the IRS could assert that the stated          
pass-through rate of interest on the Regular Certificates is not unconditionally
payable because late payments or nonpayments on the Regular Certificates are not
penalized nor are there reasonable remedies in place to compel payment on the   
Regular Certificates. That position, if successful, would require all holders of
Regular Certificates to accrue income on the certificates under the OID         
Regulations.                                                                    

   Under the de minimis rule, OID on a Regular Certificate will be
considered to be zero if it is less than 0.25% of the stated redemption price at
maturity of the Regular Certificate multiplied by the weighted average maturity 
of the Regular Certificate. The weighted average maturity of a Regular          
Certificate is the sum of the weighted maturity of each payment of the Regular  
Certificate's stated redemption price. The weighted maturity of each stated     
redemption price payment is (i) the number of complete years from the issue date
until the payment is made, multiplied by (ii) a fraction, the numerator of which
is the amount of the payment and the denominator of which is the Regular        
Certificate's total stated redemption price. Although currently unclear, it     
appears that the schedule of these distributions should be determined in        
accordance with the Prepayment Assumption. The Prepayment Assumption with       
respect to a series of Regular Certificates will be set forth in the related    
prospectus supplement. Holders generally must report de minimis OID pro rata as 
principal payments are received, and income will be capital gain if the Regular 
Certificate is held as a capital asset. However, holders may elect to accrue all
interest (including de minimis OID) under a constant yield method.              

         Super-Premium Certificates. The prospectus supplement with respect to
a trust fund may provide for certain Regular Certificates to be issued at prices
significantly exceeding their principal amounts or based on notional principal  
balances (the "Super-Premium Certificates"). The income tax treatment of        
Super-Premium Certificates is not entirely certain. For information reporting   
purposes, the trust fund intends to take the position that the stated redemption
price at maturity of Super-Premium Certificates is the sum of all payments to be
made on these Regular Certificates determined under the Prepayment Assumption,  
with the result that these Regular Certificates will be issued with OID. The    
calculation of income in this manner could result in negative original issue    
discount (which delays future accruals of OID rather than being immediately     
deductible) if prepayments on the mortgage loans exceed those estimated under   
the Prepayment Assumption. As discussed above, the Contingent Regulations       
specifically do not apply to prepayable debt instruments subject to Code Section
1272(a)(6), such as the Regular Certificates. However, if the Super-Premium     
Certificates were treated as contingent payment obligations, it is unclear how  
holders of those certificates would report income or recover their basis. In the
alternative, the IRS could assert that the stated redemption price at maturity  
of Super-Premium Certificates should be limited to their principal amount       
(subject to the discussion under "--Accrued Interest Certificates"), so that the
Regular Certificates would be considered for federal income tax purposes to be  
issued at a premium. If this position were to prevail, the rules described under
"--Regular Certificates -- Premium" would apply. It is unclear when a loss may  
be claimed for any unrecovered basis for a Super-Premium Certificate. It is     
possible that a holder of a Super-Premium Certificate may only claim a loss     
either (i) when its remaining basis exceeds the maximum amount of future        
payments (assuming no further prepayments) or (ii) when the final payment is    
received with respect to the Super-                                             

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Premium Certificate. Absent further guidance, the trustee intends to treat the  
Super-Premium Certificates as described in this prospectus.                     

Under the REMIC Regulations, if the issue price of a Regular
Certificate (other than those based on a notional amount) exceeds 125% of its   
actual principal amount, then the interest rate is considered disproportionately
high. Such a Regular Certificate generally should be treated as a Super-Premium 
Certificate and the rules described under "--Regular Certificates -- Premium"   
should apply. However, it is possible that the holder of a certificate issued at
a premium, even if the premium is less than 25% of the certificate's actual     
principal balance, will be required to amortize the premium under an original   
issue discount method or contingent interest method even though no election     
under Code section 171 is made to amortize the premium.                         

     In an advanced notice of proposed rulemaking issued on August 24,
2004, the IRS and Treasury requested comments on whether to adopt special rules 
for certain types of REMIC regular interests, specifically, REMIC regular       
interests that are entitled only to a specified portion of the interest in      
respect of one or more mortgage loans held by the REMIC ("REMIC IOs"),          
high-yield REMIC regular interests, and "negative-yield" instruments. The same  
notice requested comments on different methods for taxing these instruments,    
including, for example, allowing a holder to recognize negative OID or applying 
the "bad debt" rules of Code Section 166. It is uncertain whether the IRS will  
propose any new regulations as a consequence of the notice, whether the         
regulations would address the treatment of Super-Premium Certificates or when   
any new regulations would be effective.                                         

   Calculation of OID. Generally, a Regular Certificateholder must
include in gross income the "daily portions," as determined below, of the OID   
that accrues on the Regular Certificate for each day the certificateholder holds
the Regular Certificate, including the purchase date but excluding the          
disposition date. The daily portions of OID are determined by allocating to each
day in an accrual period the ratable portion of OID allocable to the accrual    
period. Accrual periods may be of any length and may vary in length over the    
term of the Regular Certificates, provided that each accrual period (i) is no   
longer than one year, (ii) begins or ends on a distribution date (except for the
first accrual period which begins on the issue date) and (iii) begins on the day
after the preceding accrual period ends. In the case of a full accrual period,  
the OID accrued during the accrual period will be determined by                 

-    adding                                                 

     -    The present value at the end of the accrual period
                    (determined by using as a discount factor the original yield
                   to maturity of the Regular Certificates as calculated under
                  the Prepayment Assumption) of all remaining payments to be
                 received on the Regular Certificates under the Prepayment
Assumption and                          

          -    any payments included in the stated redemption price at
             maturity received during the same accrual period, and

    -    subtracting from that total the adjusted issue price of the
               Regular Certificates at the beginning of the same accrual period.

The adjusted issue price of a Regular Certificate at the beginning of the first 
accrual period is its issue price. The adjusted issue price of a Regular        
Certificate at the beginning of a subsequent accrual period is the adjusted     
issue price at the beginning of the immediately preceding accrual period        
increased by the amount of OID allocable to that accrual period and reduced by  
the amount of any payment other than a payment of qualified stated interest made
at the end of or during that accrual period. The OID accrued during an accrual  
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the accrual period. The calculation of OID 
under the method described above will cause the accrual of OID to either        
increase or decrease (but never below zero) in a given accrual period to reflect
the fact that prepayments are occurring faster or slower than under the         
Prepayment Assumption. With respect to an initial accrual period shorter than a 
full accrual period, the daily portions of OID may be determined according to an
appropriate allocation under any reasonable method.                             

        The Internal Revenue Service proposed regulations on August 24, 2004
concerning the accrual of interest income on REMIC regular interests that       
provide for delays of 31 days or less between their record dates and payment    
dates. Under the proposed regulations, the amount of interest accruing on a     
regular interest would be                                                       

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determined from one record date to another rather than from one distribution    
date to another. In addition, if the proposed regulations are adopted as        
written, regular interest holders would have to accrue interest from the issue  
date of a regular interest to its first record date, but would not have to      
accrue interest from the last record date for a regular interest to the last    
distribution date. These new rules would apply to REMIC regular interests issued
after the date they are published as final regulations in the Federal Register. 
Under the proposed regulations, holders of regular interests issued after the   
regulations are finalized would be allowed to account for the interest accruing 
on those regular interest under the new rules without having to seek consent    
from the Internal Revenue Service to change their methods of accounting.        

        Acquisition Premium. A subsequent purchaser of a Regular Certificate
issued with OID who purchases the Regular Certificate at a cost less than the   
remaining stated redemption price at maturity will also be required to include  
in gross income the sum of the daily portions of OID on that Regular            
Certificate. In computing the daily portions of OID for a subsequent purchaser  
of a Regular Certificate (as well as for an initial purchaser that purchases at 
a price above the adjusted issue price but below the stated redemption price at 
maturity), however, the daily portion for any day is reduced by the amount that 
would be the daily portion for the day (computed in accordance with the rules   
set forth above) multiplied by a fraction, the numerator of which is:           

 -    the excess of the cost of the Regular Certificate to the
purchaser over                                    

          -    the adjusted issue price of the Regular Certificate (which is the
              issue price of the Regular Certificate plus the aggregate amount
              of OID that would have been includible in the gross income of an
           original Regular Certificateholder (who purchased the Regular
               Certificate at its issue price), less any prior payments included
in the stated redemption price at maturity),      

And the denominator of which is:                                                

          -    the sum of the daily portions for the Regular Certificate for all
               days beginning after the purchase date and ending on the maturity
date computed under the Prepayment Assumption.    

A holder who pays an acquisition premium instead may elect to accrue OID by     
treating the purchase as a purchase at original issue.                          

        Variable Rate Regular Certificates. Regular Certificates may provide
for interest based on a variable rate. Interest is treated as payable at a      
variable rate and not as contingent interest if, generally, the issue price does
not exceed the original principal balance by more than a specified amount and   
the interest compounds or is payable at least annually based on current values  
of certain objective rates or based on lending rates for newly borrowed funds.  
An objective rate is a rate (other than a qualified floating rate) that is      
determined using a single fixed formula and that is based on objective financial
or economic information. Interest paid based on a variable rate generally will  
be qualified stated interest to the extent such interest is unconditionally     
payable at least annually and, if successive variable rates are used, such      
interest is not significantly accelerated or deferred.                          

     The amount of OID with respect to a Regular Certificate bearing a
variable rate of interest will accrue in the manner described under "--Original 
Issue Discount and Premium" by assuming generally that the index used for the   
variable rate will remain fixed throughout the term of the certificate.         
Appropriate adjustments are made for the actual variable rate. No representation
is made that an index or variable rate will actually equal or remain at such    
fixed amount.                                                                   

       Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest (including stated interest),  
discount (including de minimis market discount and de minimis original issue    
discount) and premium in income using a constant yield method. If this election 
is made with respect to a certificate having market discount, the               
certificateholder is deemed to have made an election to include market discount 
in income currently with respect to all market discount debt instruments that   
the certificateholder acquires on the first day of the taxable year of the      
election and market discount debt instruments acquired thereafter. A            
certificateholder that makes this election for a certificate that is acquired at
a premium is deemed to have made an election to amortize bond premium with      
respect to all premium debt instruments that the certificateholder owns on the  
first day of the taxable year of the election and all premium debt instruments  
acquired thereafter. See "--Regular Certificates                                

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- Premium." The election to accrue interest, discount and premium using a       
constant yield method with respect to a certificate cannot be revoked without   
the consent of the IRS. Prospective investors should consult their tax advisors 
regarding the election.                                                         

     Market Discount. A purchaser of a Regular Certificate may also be
subject to the market discount provisions of Code Sections 1276 through 1278.   
Under these provisions and the OID Regulations, "market discount" equals the    
excess, if any, of a Regular Certificate's stated principal amount or, in the   
case of a Regular Certificate with OID, the adjusted issue price (determined for
this purpose as if the purchaser had purchased the Regular Certificate from an  
original holder) over the price for the Regular Certificate paid by the         
purchaser. A certificateholder that purchases a Regular Certificate at a market 
discount will recognize income upon receipt of each distribution representing   
stated redemption price. In particular, under Section 1276 of the Code a holder 
generally will be required to allocate each principal distribution first to     
accrued market discount not previously included in income, and to recognize     
ordinary income to that extent. A certificateholder may elect to include market 
discount in income currently as it accrues rather than including it on a        
deferred basis in accordance with the foregoing. If made, the election will     
apply to all market discount bonds acquired by the electing certificateholder on
or after the first day of the first taxable year to which the election applies. 

 Market discount with respect to a Regular Certificate will be
considered to be zero if it is less than 0.25% of the Regular Certificate's     
stated redemption price at maturity multiplied by the Regular Certificate's     
weighted average maturity remaining after the date of purchase. If market       
discount on a Regular Certificate is considered to be zero under this rule, the 
actual amount of market discount must be allocated to the remaining principal   
payments on the Regular Certificate, and gain equal to the allocated amount will
be recognized when the corresponding principal payment is made. Treasury        
regulations implementing the market discount rules have not yet been issued.    
Investors should consult their tax advisors regarding the application of these  
rules and the advisability of making any of the elections allowed under Code    
Sections 1276 through 1278.                                                     

     The Code provides that any principal payment (whether a scheduled
payment or a prepayment) or any gain on disposition of a market discount bond   
shall be treated as ordinary income to the extent that it does not exceed the   
accrued market discount at the time of the payment or disposition. The amount of
accrued market discount for purposes of determining the tax treatment of        
subsequent principal payments or dispositions of the market discount bond is to 
be reduced by the amount so treated as ordinary income.                         

      The Code also grants authority to the Treasury Department to issue
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
Until regulations are issued by the Treasury, rules described in the Legislative
History will apply. Under those rules, the holder of a market discount bond may 
elect to accrue market discount either on the basis of a constant yield or      
according to one of the following methods:                                      

       -    For Regular Certificates issued with OID, the amount of market
              discount that accrues during a period is equal to the product of
               the total remaining market discount and a fraction, the numerator
    of which is the OID accruing during the period and the
              denominator of which is the total remaining OID at the beginning
of the period.                                    

          -    For Regular Certificates issued without OID, the amount of market
              discount that accrues during a period is equal to the product of
               the total remaining market discount and a fraction, the numerator
               of which is the amount of stated interest paid during the accrual
               period and the denominator of which is the total amount of stated
           interest remaining to be paid at the beginning of the period.

For purposes of calculating market discount under any of the above methods in   
the case of instruments (such as the Regular Certificates) that provide for     
payments that may be accelerated due to prepayments of other obligations        
securing the instruments, the same Prepayment Assumption applicable to          
calculating the accrual of OID will apply.                                      

A holder of a Regular Certificate that acquires the Regular 
Certificate at a market discount also may be required to defer, until the       
maturity date of the Regular Certificate or its earlier disposition in a taxable
transaction, the deduction of a portion of the amount of interest that the      
holder paid or accrued during the taxable year on indebtedness incurred or      
maintained to purchase or carry the Regular Certificate in excess of the        
aggregate amount                                                                

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of interest (including OID) includible in the holder's gross income for the     
taxable year with respect to the Regular Certificate. The amount of the net     
interest expense deferred in a taxable year may not exceed the amount of market 
discount accrued on the Regular Certificate for the days during the taxable year
on which the holder held the Regular Certificate and, in general, would be      
deductible when the market discount is includible in income. If the holder of   
the Regular Certificate elects, the amount deferred from an earlier year may be 
deducted in a later year to the extent that the income from the Regular         
Certificate in the later year exceeds the interest paid or accrued on such      
indebtedness for the later year. The amount of any remaining deferred deduction 
is to be taken into account in the taxable year in which the Regular Certificate
matures or is disposed of in a taxable transaction. In the case of a disposition
in a "nonrecognition transaction" (that is, a transaction in which gain or loss 
is not recognized in whole or in part), any remaining deferred deduction will be
allowed to the extent of gain recognized on the disposition. This deferral rule 
does not apply if the Regular Certificateholder elects to include the market    
discount in income currently as it accrues on all market discount obligations   
acquired by the Regular Certificateholder in that taxable year or thereafter.   

   Premium. The holder of a Regular Certificate that purchases the
Regular Certificate at a cost (not including accrued qualified stated interest) 
greater than its remaining stated redemption price at maturity will be          
considered to have purchased the Regular Certificate at a premium and may elect 
to amortize the premium under a constant yield method. It is not clear whether  
the Prepayment Assumption would be taken into account in determining the life of
the Regular Certificate for this purpose. The Amortizable Bond Premium          
Regulations mentioned above specifically do not apply to prepayable debt        
instruments subject to Code Section 1272(a)(6) such as the Regular Certificates.
Absent further guidance from the IRS, the trustee intends to rely on the        
Legislative History and account for amortizable bond premium in the manner      
described in this prospectus. The Legislative History states that the same rules
that apply to accrual of market discount (which rules require use of a          
Prepayment Assumption in accruing market discount with respect to Regular       
Certificates without regard to whether the certificates have OID) will also     
apply in amortizing bond premium under Code Section 171. The Code provides that 
amortizable bond premium will be allocated among the interest payments on the   
Regular Certificate and will be applied as an offset against the interest       
payments. Prospective purchasers of the Regular Certificates should consult     
their tax advisors regarding the possible application of the Amortizable Bond   
Premium Regulations.                                                            

   Deferred Interest. Certain classes of Regular Certificates will
provide for the deferred payment of interest. Any deferred interest that accrues
with respect to a class of Regular Certificates will be accounted for as OID and
includible in the income of the certificateholders before its receipt.          

         Effects of Defaults and Delinquencies. Certain series of certificates
may contain one or more classes of subordinated certificates, and in the event  
there are defaults or delinquencies on the mortgage loans, amounts that would   
otherwise be distributed to the subordinated certificates may instead be        
distributed to one or more classes of the senior certificates. Subordinated     
certificateholders, however, will be required to report income under an accrual 
method without giving effect to delays and reductions in distributions on the   
subordinated certificates attributable to defaults and delinquencies on the     
mortgage loans, except to the extent that it can be established that the amounts
are uncollectible. As a result, the amount of income reported by a subordinated 
certificateholder in any period could significantly exceed the amount of cash   
distributed to the holder in that period. The holder will eventually be allowed 
a loss (or will be allowed to report a lesser amount of income) to the extent   
that the aggregate amount of distributions on the subordinated certificate is   
reduced as a result of defaults and delinquencies on the mortgage loans.        
However, the timing and characterization of any losses or reductions in income  
are uncertain. Subordinated certificateholders are urged to consult their own   
tax advisors on these issues.                                                   

   Sale, Exchange or Redemption. If a Regular Certificate is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to 
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the Regular Certificate. The      
adjusted basis generally will equal the original cost of the Regular Certificate
to the seller, (1) increased by any OID and market discount included in the     
seller's gross income with respect to the Regular Certificate, and (2) reduced  
(but not below zero) by (a) payments included in the stated redemption price at 
maturity previously received by the seller and (b) any amortized premium.       
Similarly, upon retirement of a Regular Certificate, a holder will realize gain 
(or loss) to the extent that any amount received exceeds (or falls short of) the
holder's adjusted basis in the Regular Certificate. Except as provided in the   
following paragraph and as provided under "Market Discount," any gain or loss   
will be capital gain or loss, provided                                          

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that the Regular Certificate is held as a "capital asset" (generally, property  
held for investment) within the meaning of Code Section 1221.                   

         Gain from the sale or other disposition of a Regular Certificate that
might otherwise be capital gain will be treated as ordinary income to the extent
that the gain does not exceed the excess, if any, of the amount that would have 
been includible in the holder's income with respect to the Regular Certificate  
had income accrued on it at a rate equal to 110% of the AFR as defined in Code  
Section 1274(d) determined as of the date of purchase of the Regular            
Certificate, over the amount actually includible in the holder's income.        

       The Regular Certificates will be "evidences of indebtedness" within
the meaning of Code Section 582(c)(1), so that gain or loss recognized from the 
sale of a Regular Certificate by a bank or a thrift institution to which this   
section applies will be ordinary income or loss.                                

        The Regular Certificate information reports will include a statement
of the adjusted issue price of the Regular Certificate at the beginning of each 
accrual period. In addition, the reports will include information necessary to  
compute the accrual of any market discount that may arise upon secondary trading
of Regular Certificates. Because exact computation of the accrual of market     
discount on a constant yield method would require information relating to each  
holder's purchase price, the information reports will only contain information  
regarding the method of accruing (rather than the amount of) market discount.   

        Certain of the Regular Certificates ("Payment Lag Certificates") may
provide for payments of interest based on accrual periods that have the same    
number of days as the accrual periods between distribution dates (the "Ordinary 
Accrual Period") but that end and begin on other dates. In addition, in some    
cases, even though the period between the Closing Date for a Payment Lag        
Certificate and its first distribution date is shorter than an Ordinary Accrual 
Period, the Payment Lag Certificate will pay on the first distribution date an  
amount of interest for a full Ordinary Accrual Period (the extra interest being 
"pre-issuance interest"). In the case of such a Payment Lag Certificate, the    
trust fund intends to (i) treat the pre-issuance interest as part of the issue  
price of the Payment Lag Certificate and (ii) the remaining amount of such      
interest as interest.                                                           

        Investors should consult their tax advisors concerning the treatment
for federal income tax purposes of Payment Lag Certificates.                    

    Non-Interest Expenses of the REMIC. Under the temporary Treasury
regulations, if a REMIC is considered to be a "single-class REMIC," a portion of
the REMIC's servicing, administrative and other non-interest expenses (that is, 
expenses that may be classified as miscellaneous itemized deductions) will be   
allocated as a separate item to those Regular Certificateholders that are       
"pass-through interest holders." The portion of the non-interest expenses       
allocated to a pass-through interest holder may not be deductible except to the 
extent that, when added to the pass-through interest holder's other             
miscellaneous itemized deductions, they exceed two percent of the pass-through  
interest holder's adjusted gross income. Miscellaneous itemized deductions are  
not deductible for purposes of computing the alternative minimum tax.           
Certificateholders that are pass-through interest holders should consult their  
tax advisors about the impact of these rules on an investment in the Regular    
Certificates. See "--Residual Certificates -- Pass-Through of Non-Interest      
Expenses of the REMIC."                                                         

         Treatment of Realized Losses. Although not entirely clear, it appears
that holders of Regular Certificates that are corporations should in general be 
allowed to deduct as an ordinary loss any loss sustained during the taxable year
on account of the certificates becoming wholly or partially worthless, and that,
in general, holders of certificates that are not corporations should be allowed 
to deduct as a short-term capital loss any loss sustained during the taxable    
year on account of the certificates becoming wholly worthless. Although the     
matter is unclear, non-corporate holders of certificates may be allowed a bad   
debt deduction at the time that the principal balance of a certificate is       
reduced to reflect realized losses resulting from any liquidated mortgage loans.
The IRS, however, could take the position that non-corporate holders will be    
allowed a bad debt deduction to reflect realized losses only after all mortgage 
loans remaining in the related trust fund have been liquidated or the           
certificates of the related series have been otherwise retired. Potential       
investors and Holders of the certificates are urged to consult their tax        
advisors regarding the appropriate timing, amount and character of any loss     
sustained with respect to their certificates, including any loss resulting from 
the failure to recover previously accrued interest or discount income.          

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    Subsequent Recoveries. Class Certificate Balances that have been
reduced because of allocations of Realized Losses may also be increased as a    
result of Subsequent Recoveries. See the discussion under the caption "The      
Pooling and Servicing Agreement -- Realization Upon Defaulted Mortgage Loans -  
Application of Liquidation Proceeds." An increase in a Certificate Balance      
caused by a Subsequent Recovery should be treated by the certificateholder as   
ordinary (or capital) income to the extent that the certificateholder claimed an
ordinary (or capital) deduction for any decrease in the Certificate Balance     
caused by Realized Losses. Potential investors and Holders of the certificates  
are urged to consult their tax advisors regarding the appropriate timing, amount
and character of any income realized with respect to their certificates as a    
result of Subsequent Recoveries. "Subsequent Recoveries" are unexpected         
recoveries, net of reimbursable expenses, with respect to a Liquidated Mortgage 
Loan that resulted in a Realized Loss prior to the receipt of such recoveries.  

    Non-U.S. Persons. Generally, payments of interest (including any
payment with respect to accrued OID) on the Regular Certificates to a Regular   
Certificateholder who is not a U.S. Person and is not engaged in a trade or     
business within the United States will not be subject to federal withholding tax
if the non-U.S. Person provides the REMIC or other person who is otherwise      
required to withhold U.S. tax with respect to the Regular Certificate with an   
appropriate statement (on IRS Form W-8BEN or other similar form), signed under  
penalties of perjury, certifying that the beneficial owner of the Regular       
Certificate is a foreign person and providing that non-U.S. person's name and   
address. If a Regular Certificateholder is not exempt from withholding,         
distributions of interest, including distributions in respect of accrued OID,   
the holder may be subject to a 30% withholding tax, subject to reduction under  
any applicable income tax treaty.                                               

        Further, it appears that a Regular Certificate would not be included
in the estate of a non-resident alien individual and would not be subject to    
United States estate taxes. However, Certificateholders who are non-resident    
alien individuals should consult their tax advisors concerning this question.   

      It is recommended that Regular Certificateholders who are not U.S.
Persons and persons related to them not acquire any Residual Certificates, and  
holders of Residual Certificates (the "Residual Certificateholder") and persons 
related to Residual Certificateholders not acquire any Regular Certificates     
without consulting their tax advisors as to the possible adverse tax            
consequences of doing so.                                                       

          Information Reporting and Backup Withholding. The master servicer will
furnish or make available, within a reasonable time after the end of each       
calendar year, to each person who was a Regular Certificateholder at any time   
during the year, any information deemed appropriate to assist Regular           
Certificateholders in preparing their federal income tax returns, or to enable  
holders to make the information available to beneficial owners or financial     
intermediaries that hold the Regular Certificates on behalf of beneficial       
owners. If a holder, beneficial owner, financial intermediary or other recipient
of a payment on behalf of a beneficial owner fails to supply a certified        
taxpayer identification number or if the Secretary of the Treasury determines   
that the person has not reported all interest and dividend income required to be
shown on its federal income tax return, backup withholding may be required with 
respect to any payments. Any amounts deducted and withheld from a distribution  
to a recipient would be allowed as a credit against a recipient's federal income
tax liability provided the requisite information is supplied to the IRS.        

B.   RESIDUAL CERTIFICATES                                                      

       Allocation of the Income of the REMIC to the Residual Certificates.
The REMIC will not be subject to federal income tax except with respect to      
income from prohibited transactions and certain other transactions. See "-      
Prohibited Transactions and Other Taxes." Instead, each original holder of a    
Residual Certificate will report on its federal income tax return, as ordinary  
income, its share of the taxable income of the REMIC for each day during the    
taxable year on which it owns any Residual Certificates. The taxable income of  
the REMIC for each day will be determined by allocating the taxable income of   
the REMIC for each calendar quarter ratably to each day in the quarter. An      
original holder's share of the taxable income of the REMIC for each day will be 
based on the portion of the outstanding Residual Certificates that the holder   
owns on that day. The taxable income of the REMIC will be determined under an   
accrual method and will be taxable to the holders of Residual Certificates      
without regard to the timing or amounts of cash distributions by the REMIC.     
Ordinary income derived from Residual Certificates will be "portfolio income"   
for purposes of the taxation of taxpayers subject to the limitations on the     
deductibility of "passive losses." As residual interests, the Residual          
Certificates will be subject to tax rules, described below, that                

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differ from those that would apply if the Residual Certificates were treated for
federal income tax purposes as direct ownership interests in the certificates or
as debt instruments issued or held by the REMIC.                                

   In most cases, a Residual Certificateholder will be required to
include taxable income from the Residual Certificate in excess of the cash      
received ("phantom income"). This mismatch may be caused, for example, by a     
structure in which interest from the mortgage loans in excess of what is needed 
to pay interest on the Regular Certificates is used to pay the principal on the 
Regular Certificates. This mismatching may be caused by the use of certain      
required tax accounting methods by the REMIC, variations in the prepayment rate 
of the underlying mortgage loans and certain other factors. Depending upon the  
structure of a particular transaction, the aforementioned factors may           
significantly reduce the after-tax yield of a Residual Certificate to a Residual
Certificateholder. Investors should consult their tax advisors concerning the   
federal income tax treatment of a Residual Certificate and the impact of the tax
treatment on the after-tax yield of a Residual Certificate.                     

   A subsequent Residual Certificateholder also will report on its
federal income tax return amounts representing a daily share of the taxable     
income of the REMIC for each day that the Residual Certificateholder owns the   
Residual Certificate. Those daily amounts generally would equal the amounts that
would have been reported for the same days by an original Residual              
Certificateholder, as described above. The Legislative History indicates that   
certain adjustments may be appropriate to reduce (or increase) the income of a  
subsequent holder of a Residual Certificate that purchased the Residual         
Certificate at a price greater than (or less than) the adjusted basis the       
Residual Certificate would have in the hands of an original Residual            
Certificateholder. See "--Sale or Exchange of Residual Certificates." It is not 
clear, however, whether these adjustments will in fact be permitted or required 
and, if so, how they would be made. The REMIC Regulations do not provide for    
these adjustments.                                                              

       Taxable Income of the REMIC Attributable to Residual Interests. The
taxable income of the REMIC will reflect a netting of the income from the       
mortgage loans and the REMIC's other assets and the deductions allowed to the   
REMIC for interest and OID accruing on the Regular Certificates and, except as  
described under "--Regular Certificates -- Non-Interest Expenses of the REMIC," 
other expenses. REMIC taxable income is generally determined in the same manner 
as the taxable income of an individual using the accrual method of accounting,  
except that the limitations on deductibility of investment interest expense and 
expenses for the production of income do not apply, all bad loans will be       
deductible as business bad debts, and the limitation on the deductibility of    
interest and expenses related to tax-exempt income is more restrictive than with
respect to individuals. The REMIC's gross income includes interest, original    
issue discount income, and market discount income, if any, on the mortgage      
loans, as well as, income earned from temporary investments or reserve assets,  
reduced by the amortization of any premium on the mortgage loans. In addition, a
Residual Certificateholder will recognize additional income due to the          
allocation of realized losses to the Regular Certificates due to defaults,      
delinquencies and realized losses on the mortgage loans. The timing of the      
inclusion of the income by Residual Certificateholders may differ from the time 
the actual loss is allocated to the Regular Certificates. The REMIC's deductions
include interest and original issue discount expense on the Regular             
Certificates, servicing fees on the mortgage loans, other administrative        
expenses of the REMIC and realized losses on the mortgage loans. The requirement
that Residual Certificateholders report their pro rata share of taxable income  
or net loss of the REMIC will continue as long as any class of the related      
Regular Certificates is outstanding.                                            

          For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices  
of the Regular Certificates and the Residual Certificates (or, if a class of    
certificates is not sold initially, its fair market value). The aggregate basis 
will be allocated among the mortgage loans and other assets of the REMIC in     
proportion to their respective fair market values. A mortgage loan will be      
deemed to have been acquired with discount or premium to the extent that the    
REMIC's basis therein is less than or greater than its principal balance,       
respectively. Any discount (whether market discount or OID) will be includible  
in the income of the REMIC as it accrues, in advance of receipt of the cash     
attributable to this income, under a method similar to the method described     
above for accruing OID on the Regular Certificates. The REMIC expects to elect  
under Code Section 171 to amortize any premium on the mortgage loans. Premium on
any mortgage loan to which the election applies would be amortized under a      
constant yield method. It is not clear whether the yield of a mortgage loan     
would be calculated for this purpose based on scheduled payments or taking      
account of the Prepayment Assumption.                                           

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     The REMIC will be allowed a deduction for interest and OID on the
Regular Certificates. The amount and method of accrual of OID will be calculated
for this purpose in the same manner as described above with respect to Regular  
Certificates except that the 0.25% per annum de minimis rule and adjustments for
subsequent holders described therein will not apply.                            

      A Residual Certificateholder will not be permitted to amortize the
cost of the Residual Certificate as an offset to its share of the REMIC's       
taxable income. However, that taxable income will not include cash received by  
the REMIC that represents a recovery of the REMIC's basis in its assets, and, as
described above, the issue price of the Residual Certificates will be added to  
the issue price of the Regular Certificates in determining the REMIC's initial  
basis in its assets. See "--Sale or Exchange of Residual Certificates." For a   
discussion of possible adjustments to income of a subsequent holder of a        
Residual Certificate to reflect any difference between the actual cost of the   
Residual Certificate to the holder and the adjusted basis the Residual          
Certificate would have in the hands of an original Residual Certificateholder,  
see "--Allocation of the Income of the REMIC to the Residual Certificates."     

   Net Losses of the REMIC. The REMIC will have a net loss for any
calendar quarter in which its deductions exceed its gross income. The net loss  
would be allocated among the Residual Certificateholders in the same manner as  
the REMIC's taxable income. The net loss allocable to any Residual Certificate  
will not be deductible by the holder to the extent that the net loss exceeds the
holder's adjusted basis in the Residual Certificate. Any net loss that is not   
currently deductible due to this limitation may only be used by the Residual    
Certificateholder to offset its share of the REMIC's taxable income in future   
periods (but not otherwise). The ability of Residual Certificateholders that are
individuals or closely held corporations to deduct net losses may be subject to 
additional limitations under the Code.                                          

         For purposes of determining REMIC taxable income or loss, the trustee
intends to treat Subsequent Recoveries in the way described under the caption   
"Subsequent Recoveries."                                                        

Mark to Market Rules. A Residual Certificate cannot be      
marked-to-market.                                                               

          Pass-Through of Non-Interest Expenses of the REMIC. As a general rule,
all of the fees and expenses of a REMIC will be taken into account by holders of
the Residual Certificates. In the case of a single class REMIC, however, the    
expenses and a matching amount of additional income will be allocated among the 
Regular Certificateholders and the Residual Certificateholders on a daily basis 
in proportion to the relative amounts of income accruing to each                
certificateholder on that day. In general terms, a single class REMIC is one    
that either would qualify as a grantor trust if it were not a REMIC (treating   
all interests as ownership interests, even if they would be classified as debt  
for federal income tax purposes) or is similar to a grantor trust and is        
structured with the principal purpose of avoiding the single class REMIC rules. 
The applicable prospectus supplement may apportion expenses to the Regular      
Certificates, but if it does not, then the expenses of the REMIC will be        
allocated to holders of the related Residual Certificates in their entirety and 
not to holders of the related Regular Certificates.                             

        In the case of individuals (or trusts, estates or other persons that
compute their income in the same manner as individuals) who own an interest in a
Regular Certificate or a Residual Certificate directly or through a pass-through
interest holder that is required to pass miscellaneous itemized deductions      
through to its owners or beneficiaries (for example a partnership, an S         
corporation or a grantor trust), the trust expenses will be deductible under    
Code Section 67 only to the extent that those expenses, plus other              
"miscellaneous itemized deductions" of the individual, exceed 2% of the         
individual's adjusted gross income. In addition, Code Section 68 provides that  
the amount of itemized deductions otherwise allowable for an individual whose   
adjusted gross income exceeds a certain amount (the "Applicable Amount") will be
reduced by the lesser of 3% of the excess of the individual's adjusted gross    
income over the Applicable Amount or 80% of the amount of itemized deductions   
otherwise allowable for the taxable year. This reduction is scheduled to be     
phased out from 2006 through 2009, and reinstated after 2010. The amount of     
additional taxable income recognized by Residual Certificateholders who are     
subject to the limitations of Code Section 67, Code Section 68 or both may be   
substantial. Further, holders (other than corporations) subject to the          
alternative minimum tax may not deduct miscellaneous itemized deductions in     
determining their alternative minimum taxable income.                           

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        The REMIC is required to report to each pass-through interest holder
and to the IRS the holder's allocable share, if any, of the REMIC's non-interest
expenses. The term "pass-through interest holder" generally refers to           
individuals, entities taxed as individuals and certain pass-through entities,   
but does not include real estate investment trusts. Residual Certificateholders 
that are pass-through interest holders should consult their tax advisors about  
the impact of these rules on an investment in the Residual Certificates.        

   Excess Inclusions. All or a portion of the income on a Residual
Certificate (referred to in the Code as an "excess inclusion") for any calendar 
quarter generally will be subject to federal income tax in all events. Thus, for
example, an excess inclusion (1) may not be offset by any unrelated losses,     
deductions or loss carryovers of a Residual Certificateholder, (2) will be      
treated as "unrelated business taxable income" within the meaning of Code       
Section 512 if the Residual Certificateholder is a pension fund or any other    
organization that is subject to tax only on its unrelated business taxable      
income (see "--Tax-Exempt Investors"), and (3) is not eligible for any reduction
in the rate of withholding tax in the case of a Residual Certificateholder that 
is a foreign investor. See "--Non-U.S. Persons."                                

        Except in the case of a Residual Certificate that has no significant
value, and except as discussed in the following paragraph, the excess inclusions
for any calendar quarter is the excess, if any, of the income of the Residual   
Certificateholder for that calendar quarter from its Residual Certificate over  
the sum of the "daily accruals" for all days during the calendar quarter on     
which the Residual Certificateholder holds the Residual Certificate. For this   
purpose, the daily accruals with respect to a Residual Certificate are          
determined by allocating to each day in the calendar quarter its ratable portion
of the product of the "adjusted issue price" of the Residual Certificate at the 
beginning of the calendar quarter and 120 percent of the "Federal long-term     
rate" in effect at the time the Residual Certificate is issued. For this        
purpose, the "adjusted issue price" of a Residual Certificate at the beginning  
of any calendar quarter equals the issue price of the Residual Certificate,     
increased by the amount of daily accruals for all prior quarters, and decreased 
(but not below zero) by the aggregate amount of payments made on the Residual   
Certificate before the beginning of the same quarter. The "federal long-term    
rate" is an average of current yields on Treasury securities with a remaining   
term of greater than nine years, computed and published monthly by the IRS. In  
the case of a Residual Certificate that has no significant value, the excess    
inclusions for any calendar quarter is all of the Residual Certificateholder's  
income from the Residual Certificate for that quarter.                          

  In the case of any Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to the Residual  
Certificates, reduced (but not below zero) by the real estate investment trust  
taxable income (within the meaning of Code Section 857(b)(2), excluding any net 
capital gain), will be allocated among the shareholders of the trust in         
proportion to the dividends received by the shareholders from the trust, and any
amount so allocated will be treated as an excess inclusion with respect to a    
Residual Certificate as if held directly by the shareholder. Regulated          
investment companies, common trust funds and certain cooperatives are subject to
similar rules.                                                                  

  Payments. Any distribution made on a Residual Certificate to a
Residual Certificateholder will be treated as a non-taxable return of capital to
the extent it does not exceed the Residual Certificateholder's adjusted basis in
the Residual Certificate. To the extent a distribution exceeds the adjusted     
basis, it will be treated as gain from the sale of the Residual Certificate.    

        Sale or Exchange of Residual Certificates. If a Residual Certificate
is sold or exchanged, the seller will generally recognize gain or loss equal to 
the difference between the amount realized on the sale or exchange and its      
adjusted basis in the Residual Certificate (except that the recognition of loss 
may be limited under the "wash sale" rules). A holder's adjusted basis in a     
Residual Certificate generally equals the cost of the Residual Certificate to   
the Residual Certificateholder, increased by the taxable income of the REMIC    
that was included in the income of the Residual Certificateholder with respect  
to the Residual Certificate, and decreased (but not below zero) by the net      
losses that have been allowed as deductions to the Residual Certificateholder   
with respect to the Residual Certificate and by the distributions received by   
the Residual Certificateholder. In general, the gain or loss will be capital    
gain or loss provided the Residual Certificate is held as a capital asset.      
However, Residual Certificates will be "evidences of indebtedness" within the   
meaning of Code Section 582(c)(1), so that gain or loss recognized from sale of 
a Residual Certificate by a bank or thrift institution to which that section    
applies would be ordinary income or loss.                                       

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       Any loss from the sale of a Residual Certificate will be subject to
the "wash sale" rules of Code Section 1091 if, during the period beginning six  
months before and ending six months after the sale of the Residual Certificate, 
the seller reacquires the Residual Certificate, or acquires (i) a Residual      
Certificate in any other REMIC (ii) a similar interest in a "taxable mortgage   
pool" (as defined in Code Section 7701(i)). In general, under the wash sale     
rules, loss from the Residual Certificate will be disallowed and the Residual   
Certificateholder's basis in the replacement interest will be the basis in the  
Residual Certificate that was sold, decreased or increased, as the case may be, 
by the difference between the selling price of the Residual Certificate and the 
purchase price of the replacement interest.                                     

PROHIBITED TRANSACTIONS AND OTHER TAXES                                         

    The Code imposes a tax on REMICs equal to 100 percent of the net
income (if any) derived from "prohibited transactions" (the "Prohibited         
Transactions Tax") and prohibits deducting any loss with respect to prohibited  
transactions. In general, subject to certain specified exceptions, a prohibited 
transaction means the disposition of a mortgage loan, the receipt of income from
a source other than a mortgage loan or certain other permitted investments, the 
receipt of compensation for services, or gain from the disposition (as opposed  
to holding to maturity) of an asset purchased with the payments on the mortgage 
loans for temporary investment pending distribution on the certificates. It is  
not anticipated that the trust fund for any series of certificates will engage  
in any prohibited transactions in which it would recognize a material amount of 
net income.                                                                     

          In addition, certain contributions to a trust fund that has elected to
be treated as a REMIC, if made after the day on which the trust fund issues all 
of its interest could result in the imposition of a tax on the trust fund equal 
to 100% of the value of the contributed property (the "Contributions Tax"). No  
trust fund for any series of certificates will accept contributions that would  
subject it to a Contributions Tax.                                              

       In addition, a trust fund that has elected to be treated as a REMIC
may also be subject to federal income tax at the highest corporate rate on "net 
income from foreclosure property," determined by reference to the rules         
applicable to real estate investment trusts. "Net income from foreclosure       
property" generally means income from foreclosure property other than qualifying
income for a real estate investment trust.                                      

        Where any Prohibited Transactions Tax, Contributions Tax, tax on net
income from foreclosure property or state or local income or franchise tax that 
may be imposed on a REMIC relating to any series of certificates results from   

         -    a breach of the related master servicer's, trustee's or seller's
               obligations under the related pooling and servicing agreement for
               the series, the tax will be borne by the master servicer, trustee
    or seller, as the case may be, out of its own funds or

       -    the seller's obligation to repurchase a mortgage loan, the tax
will be borne by the seller.                      

If the master servicer, trustee or seller, as the case may be, fails to pay or  
is not required to pay the tax as provided above, the tax will be payable out of
the trust fund for the series and will result in a reduction in amounts         
available to be distributed to the certificateholders of the series.            

LIQUIDATION AND TERMINATION                                                     

          If the REMIC adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in   
the REMIC's final tax return a date on which the adoption is deemed to occur,   
and sells all of its assets (other than cash) within a 90-day period beginning  
on that date, the REMIC will not be subject to any Prohibited Transactions Tax, 
provided that the REMIC credits or distributes in liquidation all of the sale   
proceeds plus its cash (other than the amounts retained to meet claims) to      
holders of Regular and Residual Certificates within the 90-day period.          

    The REMIC will terminate shortly following the retirement of the
Regular Certificates. If a Residual Certificateholder's adjusted basis in the   
Residual Certificate exceeds the amount of cash distributed to the Residual     
Certificateholder in final liquidation of its interest, then it would appear    
that the Residual Certificateholder would be                                    

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entitled to a loss equal to the amount of the excess. It is unclear whether the 
loss, if allowed, will be a capital loss or an ordinary loss.                   

ADMINISTRATIVE MATTERS                                                          

        Solely for the purpose of the administrative provisions of the Code,
the REMIC generally will be treated as a partnership and the Residual           
Certificateholders will be treated as the partners if there is more than one    
holder of the Residual Certificate. The identity of a residual interest holder, 
however, is not a partnership item for purposes of applying the unified         
partnership audit procedures. Certain information is required to be furnished   
quarterly to each Residual Certificateholder who held a Residual Certificate on 
any day in the previous calendar quarter.                                       

     Each Residual Certificateholder is required to treat items on its
return consistently with the treatment of those on the REMIC's return unless the
Residual Certificateholder either files a statement identifying the             
inconsistency or establishes that the inconsistency resulted from incorrect     
information received from the REMIC. The IRS may assert a deficiency resulting  
from a failure to comply with the consistency requirement without instituting an
administrative proceeding at the REMIC level. The REMIC does not intend to      
register as a tax shelter pursuant to Code Section 6111 because it is not       
anticipated that the REMIC will have a net loss for any of the first five       
taxable years of its existence. Any person that holds a Residual Certificate as 
a nominee for another person may be required to furnish the REMIC, in a manner  
to be provided in Treasury regulations, with the name and address of the person 
and other information.                                                          

TAX-EXEMPT INVESTORS                                                            

         Any Residual Certificateholder that is a pension fund or other entity
that is subject to federal income taxation only on its "unrelated business      
taxable income" within the meaning of Code Section 512 will be subject to the   
tax on that portion of the distributions received on a Residual Certificate that
is considered an excess inclusion. See "--Residual Certificates -- Excess       
Inclusions."                                                                    

NON-U.S. PERSONS                                                                

        Amounts paid to Residual Certificateholders who are not U.S. persons
(see "--Regular Certificates -- Non-U.S. Persons") are treated as interest for  
purposes of the 30% (or lower treaty rate) United States withholding tax.       
Amounts distributed to holders of Residual Certificates should qualify as       
"portfolio interest," subject to the conditions described in "--Regular         
Certificates." Furthermore, the rate of withholding on any income on a Residual 
Certificate that is excess inclusion income will not be subject to reduction    
under any applicable income tax treaties. See "--Residual Certificates -- Excess
Inclusions." If the portfolio interest exemption is unavailable, the amount will
be subject to United States withholding tax when paid or otherwise distributed  
(or when the Residual Certificate is disposed of) under rules similar to those  
for withholding upon disposition of debt instruments that have OID. The Code,   
however, grants the Treasury Department authority to issue regulations requiring
that those amounts be taken into account earlier than otherwise provided where  
necessary to prevent avoidance of tax (for example, where the Residual          
Certificates do not have significant value). See "--Residual Certificates --    
Excess Inclusions." If the amounts paid to Residual Certificateholders that are 
not U.S. persons are effectively connected with their conduct of a trade or     
business within the United States, the 30% (or lower treaty rate) withholding   
will not apply. Instead, the amounts paid to the non-U.S. Person will be subject
to U.S. federal income taxation at regular graduated rates. For special         
restrictions on the transfer of Residual Certificates, see "--Tax-Related       
Restrictions on Transfers of Residual Certificates."                            

TAX-RELATED RESTRICTIONS ON TRANSFERS OF RESIDUAL CERTIFICATES                  

    Disqualified Organizations. An entity may not qualify as a REMIC
unless there are reasonable arrangements designed to ensure that residual       
interests in the entity are not held by "disqualified organizations." Further, a
tax is imposed on the transfer of a residual interest in a REMIC to a           
"disqualified organization." The amount of the tax equals the product of an     
amount (as determined under the REMIC Regulations) equal to the present value of
the total anticipated "excess inclusions" with respect to the interest for      
periods after the transfer and the highest marginal federal income tax rate     
applicable to corporations. The tax is imposed on the transferor unless the     
transfer is through an agent (including a broker or other middleman) for a      
disqualified organization, in which                                             

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event the tax is imposed on the agent. The person otherwise liable for the tax  
shall be relieved of liability for the tax if the transferee furnished to it an 
affidavit that the transferee is not a disqualified organization and, at the    
time of the transfer, the person does not have actual knowledge that the        
affidavit is false. A "disqualified organization" means the United States, any  
State, possession or political subdivision of the United States, any foreign    
government, any international organization or any agency or instrumentality of  
any of the foregoing entities (provided that the term does not include an       
instrumentality if all its activities are subject to tax and, except for Freddie
Mac, a majority of its board of directors is not selected by a governmental     
agency), any organization (other than certain farmers cooperatives) generally   
exempt from federal income taxes unless the organization is subject to the tax  
on "unrelated business taxable income" and a rural electric or telephone        
cooperative.                                                                    

  A tax is imposed on a "pass-through entity" holding a residual
interest in a REMIC if at any time during the taxable year of the pass-through  
entity a disqualified organization is the record holder of an interest in the   
entity. The amount of the tax is equal to the product of the amount of excess   
inclusions for the taxable year allocable to the interest held by the           
disqualified organization and the highest marginal federal income tax rate      
applicable to corporations. The pass-through entity otherwise liable for the    
tax, for any period during which the disqualified organization is the record    
holder of an interest in the entity, will be relieved of liability for the tax  
if the record holder furnishes to the entity an affidavit that the record holder
is not a disqualified organization and, for the applicable period, the          
pass-through entity does not have actual knowledge that the affidavit is false. 
For this purpose, a "pass-through entity" means a regulated investment company, 
real estate investment trust, or common trust fund; a partnership, trust, or    
estate; and certain cooperatives. Any person holding an interest in a           
pass-through entity as a nominee for another will, with respect to the interest,
be treated as a pass-through entity. Large partnerships (generally with 100 or  
more partners) will be taxable on excess inclusion income as if all partners    
were disqualified organizations.                                                

        To comply with these rules, the pooling and servicing agreement will
provide that no record or beneficial ownership interest in a Residual           
Certificate may be purchased, transferred or sold, directly or indirectly,      
without the express written consent of the master servicer. The master servicer 
will grant consent to a proposed transfer only if it receives an affidavit from 
the proposed transferee to the effect that it is not a disqualified organization
and is not acquiring the Residual Certificate as a nominee or agent for a       
disqualified organization and a covenant by the proposed transferee to the      
effect that the proposed transferee agrees to be bound by and to abide by the   
transfer restrictions applicable to the Residual Certificate.                   

       Noneconomic Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic Residual         
Certificate to a "U.S. Transferee" unless no significant purpose of the transfer
is to enable the transferor to impede the assessment or collection of tax. For  
this purpose, a U.S. Transferee means a U.S. Person as defined under "Certain   
Federal Income Tax Consequences -- Non-REMIC Certificates -- Non-U.S. Persons." 
A U.S. Transferee also includes foreign entities and individuals (Non-U.S.      
Persons) but only if their income from the residual interest is subject to tax  
under Code Section 871(b) or Code Section 882 (income effectively connected with
a U.S. trade or business). If the transfer of a Noneconomic Residual Certificate
is disregarded, the transferor continues to be treated as the owner of the      
Residual Certificate and continues to be subject to tax on its allocable portion
of the net income of the REMIC.                                                 

   A Residual Certificate (including a Residual Certificate with a
positive value at issuance) is a "Noneconomic Residual Certificate" at the time 
of transfer unless, (i) taking into account the Prepayment Assumption and any   
required or permitted clean up calls or required liquidation provided for in the
REMIC's organizational documents, the present value of the expected future      
distributions on the Residual Certificate at least equals the product of (A) the
present value of the anticipated excess inclusions and (B) the highest corporate
income tax rate in effect for the year in which the transfer occurs, and (ii)   
the transferor reasonably expects that the transferee will receive distributions
from the REMIC at or after the time at which taxes accrue on the anticipated    
excess inclusions in an amount sufficient to satisfy the accrued taxes. A       
transfer of a Noneconomic Residual Certificate has a "significant purpose to    
impede the assessment or collection of tax" if, at the time of transfer, the    
transferor either knew or should have known (had "Improper Knowledge") that the 
transferee would be unwilling or unable to pay taxes due on its share of the    
taxable income of the REMIC.                                                    

    The REMIC Regulations also provide a safe harbor under which the
transferor of a Noneconomic Residual Certificate is presumed not to have        
Improper knowledge at the time of transfer if the following conditions are met: 

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(i) the transferor conducts a reasonable investigation of the financial         
condition of the transferee, finds that the transferee has historically paid its
debts as they came due, and finds no significant evidence to indicate that the  
transferee will not continue to pay its debts as they come due; (ii) the        
transferee represents that it understands that as a result of holding the       
Noneconomic Residual Certificate, it may incur tax liabilities in excess of any 
cash flows generated by the Noneconomic Residual Certificate and intends to pay 
taxes associated with holding the Noneconomic Residual Certificate as they      
become due; (iii) the transferee represents that it will not cause income from  
the noneconomic residual interest to be attributable to a foreign permanent     
establishment or fixed base (within the meaning of an applicable income tax     
treaty) ("Offshore Location") of the transferee or another U.S. taxpayer; (iv)  
the transferee is not located in an Offshore Location; and (v) the transferee   
meets either the Formula Test or the Asset Test.                                

      A transfer of a Noneconomic Residual Certificate meets the Formula
Test if the present value of the anticipated tax liabilities associated with    
holding the residual interest does not exceed the sum of, (i) the present value 
of any consideration given to the transferee to acquire the interest; (ii) the  
present value of the expected future distributions on the interest; and (3) the 
present value of the anticipated tax savings associated with holding the        
interest as the REMIC generates losses. For purposes of the Formula Test the    
transferee is assumed to pay tax at a rate equal to the highest corporate rate  
of tax specified in Code Section 11(b)(1). If, however, the transferee has been 
subject to the alternative minimum tax ("AMT") under Code Section 55 in the     
preceding two years and will compute its taxable income in the current taxable  
year using the AMT rate, then the transferee can assume that it pays tax at the 
AMT rate specified in Code Section 55(b)(1)(B). Present values are computed     
using a discount rate equal to the Federal short-term rate prescribed by Code   
Section 1274(d) for the month of the transfer and the compounding period used by
the transferee.                                                                 

   The Asset Test only applies in cases where the transferee is an
Eligible Corporation. To be an Eligible Corporation, the transferee must be a   
taxable domestic C corporation, but an Eligible Corporation does not include a  
regulated investment company, a real estate investment trust, a REMIC or a      
cooperative. In addition, regardless of who the transferee may be, the transfer 
of a residual interest to an Offshore Location does not qualify as a transfer to
an Eligible Corporation even if the Offshore Location is only a branch of an    
Eligible Corporation and not a separate legal entity. A transfer of a           
Noneconomic Residual Certificate meets the Asset Test if at the time of the     
transfer, and at the close of each of the transferee's two fiscal years         
preceding the year of transfer, the transferee's gross assets for financial     
reporting purposes exceed $100 million and its net assets for financial         
reporting purposes exceed $10 million. The gross assets and net assets of a     
transferee do not include any obligation of any person related to the transferee
(such as a shareholder, partner affiliate or sister corporation) or any asset   
acquired for a principal purpose of satisfying the Asset Test. In addition, the 
transferee must make a written agreement that any subsequent transfer of the    
interest will be to another Eligible Corporation in a transaction that satisfies
the Asset Test. A transfer fails to meet this requirement if the transferor     
knows, or has reason to know, that the transferee will not honor the            
restrictions on subsequent transfers. Finally, the facts and circumstances known
to the transferor on or before the date of the transfer must not reasonably     
indicate that the taxes associated with the residual interest will not be paid. 
The consideration given to the transferee to acquire the noneconomic residual   
interest in the REMIC is only one factor to be considered. However, if the      
amount of consideration is so low that under any set of reasonable assumptions a
reasonable person would conclude that the taxes associated with holding the     
residual interest will not be paid, then the transferor is deemed to know that  
the transferee cannot or will not pay. In determining whether the amount is too 
low, the specific terms of the Formula Test need not be used.                   

          Treatment of Inducement Fees. The Treasury Department has issued final
regulations, effective May 11, 2004, which address the federal income tax       
treatment of "inducement fees" received by transferees of noneconomic REMIC     
residual interests. The final regulations require inducement fees to be included
in income over a period reasonably related to the period in which the related   
REMIC residual interest is expected to generate taxable income or net loss      
allocable to the holder. The final regulations provide two safe harbor methods  
which permit transferees to include inducement fees in income either (i) in the 
same amounts and over the same period that the taxpayer uses for financial      
reporting purposes, provided that such period is not shorter than the period the
REMIC is expected to generate taxable income or (ii) ratably over the remaining 
anticipated weighted average life of all the regular and residual interests     
issued by the REMIC, determined based on actual distributions projected as      
remaining to be made on such interests under the prepayment assumption. If the  
holder of a REMIC residual interest sells or otherwise disposes of the Residual 
Certificate, any unrecognized portion of the inducement fee must be taken into  
account at the time of the sale or disposition. The final regulations also      
provide that an inducement fee shall be treated as                              

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income from sources within the United States. In addition, the IRS has issued   
administrative guidance addressing the procedures by which transferees of       
noneconomic REMIC residual interests may obtain automatic consent from the IRS  
to change the method of accounting for REMIC inducement fee income to one of the
safe harbor methods provided in these final regulations (including a change from
one safe harbor method to the other safe harbor method). Prospective purchasers 
of the REMIC residual certificates should consult with their tax advisors       
regarding the effect of these final regulations and the related guidance        
regarding the procedures for obtaining automatic consent to change the method of
accounting.                                                                     

         Foreign Investors. The REMIC Regulations provide that the transfer of
a Residual Certificate that has a "tax avoidance potential" to a "foreign       
person" will be disregarded for federal income tax purposes. This rule appears  
to apply to a transferee who is not a U.S. Person unless the transferee's income
in respect of the Residual Certificate is effectively connected with the conduct
of a United States trade or business. A Residual Certificate is deemed to have a
tax avoidance potential unless, at the time of transfer, the transferor         
reasonably expects that the REMIC will distribute to the transferee amounts that
will equal at least 30 percent of each excess inclusion, and that the amounts   
will be distributed at or after the time the excess inclusion accrues and not   
later than the end of the calendar year following the year of accrual. If the   
non-U.S. Person transfers the Residual Certificate to a U.S. Person, the        
transfer will be disregarded, and the foreign transferor will continue to be    
treated as the owner, if the transfer has the effect of allowing the transferor 
to avoid tax on accrued excess inclusions. The pooling and servicing agreement  
will provide that no record or beneficial ownership interest in a Residual      
Certificate may be transferred, directly or indirectly, to a non-U.S. Person    
unless the person provides the trustee with a duly completed IRS Form W-8ECI and
the trustee consents to the transfer in writing.                                

 Any attempted transfer or pledge in violation of the transfer
restrictions shall be absolutely null and void and shall vest no rights in any  
purported transferee. Investors in Residual Certificates should consult their   
tax advisors with respect to transfers of the Residual Certificates and         
pass-through entities are encouraged to consult their own tax advisors with     
respect to any tax which may be imposed on a pass-through entity.               

OTHER TAX CONSIDERATIONS

   In addition to the federal income tax consequences described in
"Certain Federal Income Tax Considerations," potential investors should consider
the state, local and foreign tax consequences of the acquisition, ownership, and
disposition of the certificates. State, local and foreign tax law may differ    
substantially from the corresponding federal law, and this discussion does not  
purport to describe any aspect of the tax laws of any state or locality.        
Therefore, potential investors should consult their own tax advisors with       
respect to the various tax consequences of investments in the certificates.     

ERISA CONSIDERATIONS

     The following describes certain considerations under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and the Code, which
apply to certificates issued by the trust. The related prospectus supplement    
will contain more specific information concerning the considerations relating to
ERISA and the Code applicable to each series of certificates.                   

         ERISA imposes requirements on employee benefit plans subject to ERISA
(and Section 4975 of the Code imposes requirements on certain other retirement  
plans and arrangements, including individual retirement accounts and annuities, 
Keogh plans and collective investment funds and separate accounts in which the  
plans, accounts or arrangements are invested) (collectively "Plans") and on     
persons who bear specified relationships to Plans ("Parties in Interest") or are
fiduciaries with respect to Plans. Generally, ERISA applies to investments made 
by Plans. Among other things, ERISA requires that the assets of a Plan be held  
in trust and that the trustee, or other duly authorized fiduciary, have         
exclusive authority and discretion to manage and control the assets of the Plan.
ERISA also imposes certain duties on persons who are fiduciaries of Plans. Under
ERISA, any person who exercises any authority or control respecting the         
management or disposition of the assets of a Plan is considered to be a         
fiduciary of the Plan (subject to certain exceptions not here relevant). Certain
employee benefit plans, such as governmental plans (as defined in ERISA Section 
3(32)) and, if no election has been made under Section 410(d) of the Code,      
church plans (as defined in ERISA Section 3(33)), are not subject to ERISA.     
Accordingly, assets of those plans may be invested in certificates without      
regard to ERISA's requirements, but subject to the provisions of any other      

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applicable federal or state law. Any of those plans that are qualified and      
exempt from taxation under Code Sections 401(a) and 501(a) are subject to the   
prohibited transaction rules set forth in Code Section 503.                     

       On November 13, 1986, the United States Department of Labor ("DOL")
issued final regulations concerning the definition of what constitutes the      
assets of a Plan. (DOL Reg. Section 2510.3-101.) Under this "Plan Assets        
Regulation," the underlying assets and properties of corporations, partnerships 
and certain other entities in which a Plan acquires an "equity interest" could  
be deemed for purposes of ERISA to be assets of the investing Plan in certain   
circumstances. Under the Plan Assets Regulation, the term "equity interest" is  
defined as any interest in an entity other than an instrument that is treated as
indebtedness under applicable local law and has no "substantial equity          
features." If securities are not treated as equity interests in the issuer for  
purposes of the Plan Assets Regulation, a Plan's investment in the certificates 
would not cause the assets of the issuer to be deemed plan assets. If the       
securities are deemed to be equity interests in the issuer, the issuer could be 
considered to hold plan assets because of a Plan's investment in those          
securities. In that event, the master servicer and other persons exercising     
management or discretionary control over the assets of the issuer or providing  
services with respect to the issuer could be deemed to be fiduciaries or other  
parties in interest with respect to investing Plans and thus subject to the     
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of   
the Code and, in the case of fiduciaries, to the fiduciary responsibility       
provisions of Title I of ERISA, with respect to transactions involving the      
issuer's assets. Trust certificates are "equity interests" for purposes of the  
Plan Asset Regulation.                                                          

   In addition to the imposition of general fiduciary standards of
investment prudence and diversification, ERISA and the Code prohibit a broad    
range of transactions involving plan assets of a Plan and Parties in Interest   
with respect to the Plan and impose additional prohibitions where Parties in    
Interest are fiduciaries with respect to the Plan. Because the mortgage loans   
may be deemed plan assets of each Plan that purchases certificates, an          
investment in the certificates by a Plan might be a prohibited transaction under
ERISA Sections 406 and 407 and subject to an excise tax under Code Section 4975 
unless a statutory, regulatory or administrative exemption applies.             

    Without regard to whether securities are considered to be equity
interest in the issuer, certain affiliates of the issuer might be considered or 
might become Parties in Interest with respect to a Plan. In this case, the      
acquisition or holding of the securities by or on behalf of the Plan could      
constitute or give rise to a prohibited transaction, within the meaning of ERISA
and Section 4975 of the Code, unless they were subject to one or more           
exemptions. Depending on the relevant facts and circumstances, certain          
prohibited when transaction exemptions may apply to the purchase or holding of  
securities: for example, Prohibited Transaction Class Exemption ("PTCE") 96-23, 
which exempts certain transactions effected on behalf of a Plan by an "in-house 
asset manager"; PTCE 95-60, which exempts certain transactions by insurance     
company general accounts; PTCE 91-38, which exempts certain transactions by bank
collective investment funds; PTCE 90-1, which exempts certain transactions by   
insurance company pooled separate accounts; or PTCE 84-14, which exempts certain
transactions effected on behalf of a Plan by a "qualified professional asset    
manager". There can be no assurance that any of these exemptions will apply with
respect to any Plan's investment in securities, or that such an exemption, if it
did apply, would apply to all prohibited transactions that may occur in         
connection with the investment. Furthermore, these exemptions would not apply to
transactions involved in operation of the trust if, as described above, the     
assets of the trust were considered to include Plan assets.                     

         The DOL has granted to certain underwriters individual administrative
exemptions (the "Underwriter Exemptions") from certain of the prohibited        
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code with respect to the initial purchase, the holding and the subsequent
resale by Plans of securities, including certificates, underwritten or privately
placed by that underwriter or its affiliate or by a syndicate managed by that   
underwriter or its affiliate and issued by entities, including trusts, that hold
investment pools consisting of certain secured receivables, loans and other     
obligations ("issuer") and the servicing, operation and management of such      
entities, provided that the conditions and requirements of the Underwriter      
Exemptions are met.                                                             

          While each Underwriter Exemption is an individual exemption separately
granted to a specific underwriter, the terms and conditions which generally     
apply to the Underwriter Exemptions are substantially the following:            

     -    the acquisition of the securities by a Plan is on terms (including the
        price for the securities) that are at least as favorable to the Plan
     as they would be in an arm's length transaction with an unrelated
party;                                                      

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   -    the rights and interests evidenced by the securities acquired by the
      Plan are not subordinated to the rights and interests evidenced by
       other securities of the issuer, unless the investment pool contains
        certain types of collateral, such as fully-secured mortgages on real
property in (a "Designated Transaction");                   

     -    the securities acquired by the Plan have received a rating at the time
  of acquisition that is one of the three highest generic rating
          categories (four, in a Designated Transaction) from Standard & Poor's,
  a division of The McGraw-Hill Company, Inc., Moody's Investors
Service, Inc. or Fitch Ratings (the "rating agencies");     

    -    the trustee is not an affiliate of any other member of the Restricted
Group, as defined below, other than an underwriter;         

  -    the sum of all payments made to and retained by the underwriters in
          connection with the distribution of the securities represents not more
         than reasonable compensation for underwriting the securities; the sum
      of all payments made to and retained by the seller pursuant to the
      assignment of the loans to the issuer represents not more than the
       fair market value of the loans; the sum of all payments made to and
         retained by the master servicer and any other servicer represents not
          more than reasonable compensation for its services under the agreement
    pursuant to which the loans are pooled and reimbursements of its
reasonable expenses in connection therewith; and            

  -    the Plan investing in the securities is an "accredited investor" as
  defined in Rule 501(a)(1) of Regulation D of the SEC under the
Securities Act of 1933, as amended.                         

       If an issuer holds obligations that have high loan-to-value ratios,
the Underwriter Exemption may apply to the issuer's non-subordinated securities 
rated in one of the two highest generic rating categories by at least one of the
rating agencies if the obligations are residential or home equity loans, and the
fair market value of the collateral for each loan on the closing date is at     
least 80% of the sum of the outstanding principal balance of the related        
obligation held in the investment pool and the outstanding principal balance of 
any obligation of higher priority secured by the same collateral.               

The issuer must also meet the following requirements:       

 -    the investment pool must consist solely of assets of the type that
have been included in other investment pools;               

     -    securities in those other investment pools must have been rated in one
    of the three highest rating categories (or four, in a Designated
        Transaction) of at least one of the rating agencies for at least one
year prior to the Plan's acquisition of securities; and     

 -    securities evidencing interests in the other investment pools must
      have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of securities.         

      Moreover, the Underwriter Exemptions generally provide relief from
certain self-dealing and conflict of interest prohibited transactions that may  
occur when the Plan fiduciary causes a Plan to acquire securities in an issuer  
holding receivables as to which the fiduciary (or its affiliate) is an obligor  
provided that, among other requirements:                                        

    -    in the case of an acquisition in connection with the initial issuance
        of securities, at least fifty percent of each class of securities in
         which Plans have invested and at least fifty percent of the aggregate
     interest in the issuer are acquired by persons independent of the
Restricted Group;                                           

  -    the fiduciary (or its affiliate) is an obligor with respect to five
         percent or less of the fair market value of the obligations contained
in the investment pool;                                     

-    the Plan's investment in securities of any class does not exceed 
          twenty-five percent of all of the securities of that class outstanding
at the time of the acquisition; and                         

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     -    immediately after the acquisition, no more than twenty-five percent of
          the assets of any Plan with respect to which the person is a fiduciary
     is invested in securities representing an interest in one or more
  issuers containing assets sold or serviced by the same entity.

This relief is not available to Plans sponsored by the seller, any underwriter, 
the trustee, the master servicer, any servicer, any insurer with respect to the 
trust, any obligor with respect to mortgage loans included in the investment    
pool constituting more than five percent of the aggregate unamortized principal 
balance of the assets in the investment pool, any counterparty to a permissible 
notional principal contract included in the trust, or any affiliate of those    
parties (the "Restricted Group").                                               

          The Underwriter Exemptions provide exemptive relief to mortgage-backed
and asset-backed securities transactions that use pre-funding accounts and that 
otherwise meet the requirements of the Underwriter Exemptions. Mortgage loans or
other secured receivables supporting payments to securityholders, and having a  
value equal to no more than twenty-five percent of the total principal amount of
the securities being offered by the issuer, may be transferred to the issuer    
within a 90-day or three-month period following the closing date, instead of    
being required to be either identified or transferred on or before the closing  
date. The relief is available when the pre-funding accounts meet certain        
conditions.                                                                     

    The rating of a security may change. If a class of securities no
longer has a permitted rating from at least one rating agency, securities of    
that class will no longer be eligible for relief under the Underwriter          
Exemptions (although a Plan that had purchased the security when it had a       
permitted rating would not be required by the Underwriter Exemptions to dispose 
of it). A certificate that satisfies the requirements of the Underwriter        
Exemptions other than the rating requirement may be eligible for purchase by an 
insurance company investing assets of its general account that include plan     
assets when the requirements of Sections I and III of Prohibited Transaction    
Class Exemption 95-60 are met.                                                  

  The prospectus supplement for each series of certificates will
indicate the classes of certificates offered thereby, if any, as to which it is 
expected that an Underwriter Exemption will apply.                              

Any Plan fiduciary that proposes to cause a Plan to purchase
certificates is encouraged to consult with its counsel concerning the impact of 
ERISA and the Code, the effect of the Plan Assets Regulation, the availability  
and applicability of any Underwriter Exemption or any other exemptions from the 
prohibited transaction provisions of ERISA and the Code and the potential       
consequences in their specific circumstances, before making the investment.     
Moreover, each Plan fiduciary should determine whether under the general        
fiduciary standards of investment prudence and diversification an investment in 
the certificates is appropriate for the Plan, taking into account the overall   
investment policy of the Plan and the composition of the Plan's investment      
portfolio.                                                                      

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

LEGAL INVESTMENT

          The prospectus supplement for each series of certificates will specify
which, if any, of the classes of certificates offered by it will constitute     
"mortgage related securities" for purposes of the Secondary Mortgage Market     
Enhancement Act of 1984 ("SMMEA"). Classes of certificates that qualify as      
"mortgage related securities" will be legal investments for those investors     
whose authorized investments are subject to state regulation, to the same extent
as, under applicable law, obligations issued by or guaranteed as to principal   
and interest by the United States constitute legal investments for them. Those  
investors are persons, trusts, corporations, partnerships, associations,        
business trusts and business entities (including depository institutions, life  
insurance companies and pension funds) created pursuant to or existing under the
laws of the United States or of any state (including the District of Columbia   
and Puerto Rico). Under SMMEA, if a state enacts legislation before October 4,  
1991 specifically limiting the legal investment authority of those entities with
respect to "mortgage related securities," the certificates will constitute legal
investments for entities subject to the legislation only to the extent provided 
in it. Approximately twenty-one states adopted limiting legislation before the  
October 4, 1991 deadline.                                                       

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SMMEA also amended the legal investment authority of        
federally-chartered depository institutions as follows: federal savings and loan
associations and federal savings banks may invest in, sell or otherwise deal in 
certificates without limitations as to the percentage of their assets           
represented by them, federal credit unions may invest in mortgage related       
securities, and national banks may purchase certificates for their own account  
without regard to the limitations generally applicable to investment securities 
set forth in 12 U.S.C. 24 (Seventh), subject in each case to regulations that   
the applicable federal authority may prescribe. In this connection, federal     
credit unions should review the National Credit Union Administration Letter to  
Credit Unions No. 96, as modified by Letter to Credit Unions No. 108, which     
includes guidelines to assist federal credit unions in making investment        
decisions for mortgage related securities, and the its regulation "Investment   
and Deposit Activities" (12 C.F.R. Part 703), (whether or not the class of      
certificates under consideration for purchase constitutes a "mortgage related   
security").                                                                     

All depository institutions considering an investment in the
certificates (whether or not the class of certificates under consideration for  
purchase constitutes a "mortgage related security" should review the Federal    
Financial Institutions Examination Council's Supervisory Policy Statement on    
Securities Activities (to the extent adopted by their respective regulators),   
setting forth, in relevant part, certain securities trading and sales practices 
deemed unsuitable for an institution's investment portfolio, and guidelines for 
(and restrictions on) investing in mortgage derivative products, including      
"mortgage related securities" that are "high-risk mortgage securities" as       
defined in the policy statement. According to the policy statement, "high-risk  
mortgage securities" include securities such as certificates not entitled to    
distributions allocated to principal or interest, or subordinated certificates. 
Under the policy statement, each depository institution must determine, before  
purchase (and at stated intervals thereafter), whether a particular mortgage    
derivative product is a "high-risk mortgage security," and whether the purchase 
(or retention) of such a product would be consistent with the policy statement. 

       The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally       
governing investments made by a particular investor, including "prudent         
investor" provisions, percentage-of-assets limits and provisions that may       
restrict or prohibit investment in securities that are not "interest bearing" or
"income paying."                                                                

        There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase certificates or to        
purchase certificates representing more than a specified percentage of the      
investor's assets. Investors should consult their legal advisors in determining 
whether and to what extent the certificates constitute legal investments for    
them.                                                                           

METHOD OF DISTRIBUTION

     Certificates are being offered hereby in series from time to time
(each series evidencing a separate trust fund) through any of the following     
methods:                                                                        

    -    by negotiated firm commitment or best efforts underwriting and public
reoffering by underwriters;                                 

  -    by agency placements through one or more placement agents primarily
with institutional investors and dealers; and               

   -    by placement directly by the depositor with institutional investors.

       A prospectus supplement will be prepared for each series which will
describe the method of offering being used for that series and will set forth   
the identity of any of its underwriters and either the price at which the series
is being offered, the nature and amount of any underwriting discounts or        
additional compensation to the underwriters and the proceeds of the offering to 
the depositor, or the method by which the price at which the underwriters will  
sell the certificates will be determined. Each prospectus supplement for an     
underwritten offering will also contain information regarding the nature of the 
underwriters obligations, any material relationship between the depositor and   
any underwriter and, where appropriate, information regarding any discounts or  
concessions to be allowed or reallowed to dealers or others and any arrangements
to stabilize the market for the certificates so offered. In firm commitment     
underwritten offerings, the underwriters will be obligated to purchase all of   
the certificates of the series if any certificates are purchased. Certificates  
may be acquired by the underwriters for their own accounts and may be resold    
from time to time in one or more transactions, including negotiated             
transactions, at a fixed public offering price or at varying prices determined  
at the time of sale.                                                            

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         This prospectus, together with the related prospectus supplement, may
be used by Countrywide Securities Corporation, an affiliate of CWALT, Inc., in  
connection with offers and sales related to market making transactions in the   
certificates in which Countrywide Securities Corporation acts as principal.     
Countrywide Securities Corporation may also act as agent in those transactions. 
Sales in those transactions will be made at prices related to prevailing prices 
at the time of sale.                                                            

         Underwriters and agents may be entitled under agreements entered into
with the depositor to indemnification by the depositor against certain civil    
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof.                                         

        In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter will be required to represent and agree with the depositor that with
effect from and including the date on which the Prospectus Directive is         
implemented in that Relevant Member State (the "Relevant Implementation Date")  
and with respect to any class of securities with a minimum denomination of less 
than $100,000, it has not made and will not make an offer of certificates to the
public in that Relevant Member State prior to the publication of a prospectus in
relation to the certificates which has been approved by the competent authority 
in that Relevant Member State or, where appropriate, approved in another        
Relevant Member State and notified to the competent authority in that Relevant  
Member State, all in accordance with the Prospectus Directive, except that it   
may, with effect from and including the Relevant Implementation Date, make an   
offer of certificates to the public in that Relevant Member State at any time:  

         (a) to legal entities which are authorised or regulated to operate in
the financial markets or, if not so authorised or regulated, whose corporate    
purpose is solely to invest in securities;                                      

         (b) to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance sheet of
more than E43,000,000 and (3) an annual net turnover of more than E50,000,000,  
as shown in its last annual or consolidated accounts; or                        

          (c) in any other circumstances which do not require the publication by
the depositor of a prospectus pursuant to Article 3 of the Prospectus Directive.

   For the purposes of this provision, the expression an "offer of
certificates to the public" in relation to any class of certificates of a       
series, which class has a minimum denomination of less than $100,000, in any    
Relevant Member State means the communication in any form and by any means of   
sufficient information on the terms of the offer and the certificates to be     
offered so as to enable an investor to decide to purchase or subscribe the      
certificates, as the same may be varied in that Member State by any measure     
implementing the Prospectus Directive in that Member State, and the expression  
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant     
implementing measure in each Relevant Member State.                             

          If a series is offered other than through underwriters, the prospectus
supplement relating to it will contain information regarding the nature of the  
offering and any agreements to be entered into between the depositor and        
purchasers of certificates of the series.                                       

 LEGAL MATTERS

          The validity of the certificates, including certain federal income tax
consequences with respect to the certificates, will be passed upon for the      
depositor by Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New  
York 10019.                                                                     

 FINANCIAL INFORMATION

          A new trust fund will be formed for each series of certificates and no
trust fund will engage in any business activities or have any assets or         
obligations before the issuance of the related series of certificates.          
Accordingly, no financial statements for any trust fund will be included in this
prospectus or in the related prospectus supplement.                             

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RATING

It is a condition to the issuance of the certificates of each series  
offered by this prospectus and by the prospectus supplement that they shall have
been rated in one of the four highest rating categories by the nationally       
recognized statistical rating agency or agencies specified in the related       
prospectus supplement.                                                          

 Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage   
loans. These ratings address the structural, legal and issuer-related aspects   
associated with the certificates, the nature of the underlying mortgage loans   
and the credit quality of the credit enhancer or guarantor, if any. Ratings on  
mortgage pass-through certificates do not represent any assessment of the       
likelihood of principal prepayments by mortgagors or of the degree by which the 
prepayments might differ from those originally anticipated. As a result,        
certificateholders might suffer a lower than anticipated yield, and, in         
addition, holders of stripped pass-through certificates in extreme cases might  
fail to recoup their underlying investments.                                    

   A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any     
other security rating.                                                          

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INDEX TO DEFINED TERMS

                                                                [Download Table]
                                                                               
1986 Act................................................................... 66 
Agency Securities.......................................................... 12 
Amortizable Bond Premium Regulations....................................... 66 
Applicable Amount.......................................................... 82 
ARM Loans.................................................................. 67 
Certificate Account........................................................ 45 
Class Certificate Balance.................................................. 28 
Code....................................................................... 25 
Contingent Regulations..................................................... 73 
Contributions Tax.......................................................... 84 
Deferred Interest.......................................................... 69 
Eleventh District.......................................................... 35 
ERISA...................................................................... 88 
excess inclusion........................................................... 83 
FHLBSF..................................................................... 35 
Garn-St Germain Act........................................................ 62 
Insured Expenses........................................................... 46 
Legislative History........................................................ 68 
Liquidated Mortgage........................................................ 53 
Loan-to-Value Ratio........................................................ 14 
Master REMIC............................................................... 72 
Mortgage Assets............................................................ 12 
National Cost of Funds Index............................................... 35 
Non-U.S. Person............................................................ 71 
OID........................................................................ 65 
OID Regulations............................................................ 67 
OTS........................................................................ 35 
Parties in Interest........................................................ 88 
pass-through entity........................................................ 86 
Payment Lag Certificates................................................... 79 
Plans...................................................................... 88 
Prepayment Assumption...................................................... 68 
Private Mortgage-Backed Securities......................................... 12 
Prohibited Transactions Tax................................................ 84 
Regular Certificateholders................................................. 73 
Regular Certificates....................................................... 72 
Relief Act................................................................. 63 
REMIC Certificates......................................................... 71 
REMICs..................................................................... 72 
Residual Certificateholder................................................. 80 
Residual Certificates...................................................... 71 
Restricted Group........................................................... 91 
single-class REMIC......................................................... 79 
SMMEA...................................................................... 91 
Stripped ARM Obligations................................................... 70 
Stripped Bond Certificates................................................. 69 
Stripped Coupon Certificates............................................... 69 
Subsequent Recoveries...................................................... 80 
Super-Premium Certificates................................................. 74 
Title V.................................................................... 63 
U.S. Person................................................................ 70 
Underlying REMIC........................................................... 72 
Underwriter Exemptions..................................................... 89 

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ALTERNATIVE LOAN TRUST 2005-62

ISSUER

CWALT, INC. 
DEPOSITOR 

[COUNTRYWIDE HOME LOANS LOGO] 
SELLER

COUNTRYWIDE HOME LOANS SERVICING LP 
MASTER SERVICER 

$1,559,819,100
(APPROXIMATE) 

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-62
------------------------------
PROSPECTUS SUPPLEMENT 
------------------------------

DEUTSCHE BANK SECURITIES

You should rely only on the information contained or incorporated by  
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.                

   We are not offering the Series 2005-62 Mortgage Pass-Through Certificates
in any state where the offer is not permitted.                                  

    Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Series 2005-62 Mortgage Pass-Through Certificates and with  
respect to their unsold allotments or subscriptions. In addition, all dealers   
selling the Series 2005-62 Mortgage Pass-Through Certificates will be required  
to deliver a prospectus supplement and prospectus until 90 days after the date  
of this prospectus supplement.                                                  

October 28, 2005