Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1 – ‘424B5’ on 3/27/07

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

 1: 424B5       Filed Pursuant to Rule 424(B)(5)                     316   1.66M 

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                                                Filed Pursuant to Rule 424(B)(5)
                                                  Registration No. 333-140436-04

PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED MARCH 22, 2007)                                            

$2,185,364,100 (APPROXIMATE)
MERRILL LYNCH FIRST FRANKLIN MORTGAGE LOAN TRUST

MORTGAGE LOAN ASSET - BACKED CERTIFICATES,
 SERIES 2007-1

MERRILL LYNCH MORTGAGE INVESTORS, INC.
 DEPOSITOR

MERRILL LYNCH MORTGAGE LENDING, INC.       MERRILL LYNCH FIRST FRANKLIN MORTGAGE
  SPONSOR                                  LOAN TRUST,
                                           SERIES 2007-1
                                            ISSUING ENTITY

----------

INVESTING IN THESE CERTIFICATES INVOLVES RISKS. YOU SHOULD NOT PURCHASE THESE   
CERTIFICATES UNLESS YOU FULLY UNDERSTAND THEIR RISKS AND STRUCTURE. SEE "RISK   
FACTORS" BEGINNING ON PAGE S-17 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 1 OF THE 
ATTACHED PROSPECTUS.                                                            

These certificates will be beneficial interests in a trust fund and will be     
backed only by the assets of the issuing entity. Neither these certificates nor 
the assets of the issuing entity will be obligations of Merrill Lynch, Pierce,  
Fenner & Smith Incorporated, LaSalle Bank National Association, Home Loan       
Services, Inc. or any of their affiliates. These certificates will not be       
insured or guaranteed by any governmental agency or any other entity.           

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1 will issue      
seventeen classes of certificates, fifteen of which are offered by this         
prospectus supplement and the attached prospectus. The table on page S-4        
identifies the various classes of offered certificates and specifies certain    
characteristics of each such class, including the class's initial certificate   
principal balance, pass-through rate and rating.                                

Principal and interest will be payable monthly, as described in this prospectus 
supplement. The first distribution date will be April 25, 2007. Credit          
enhancement for the offered certificates includes excess interest,              
overcollateralization, subordination, net swap payments (if any) received from  
the swap counterparty and cap payments (if any) received from the cap contract  
counterparty. The issuing entity will also own three one-month LIBOR corridor   
contracts purchased for the benefit of the offered certificates. The interest   
rate swap agreement, interest rate cap contract and the corridor contracts will 
each be provided by Bear Stearns Financial Products Inc. in its capacity as swap
counterparty or cap contract counterparty.                                      

The trust fund will consist primarily of fixed rate and adjustable rate,        
sub-prime mortgage loans secured by first liens on real properties that were    
acquired by Merrill Lynch Mortgage Lending, Inc. from First Franklin Financial  
Corporation.                                                                    

The certificates offered by this prospectus supplement will be purchased by     
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter, from Merrill
Lynch Mortgage Investors, Inc., as depositor, and are being offered by the      
underwriter from time to time for sale to the public in negotiated transactions 
or otherwise at varying prices to be determined at the time of sale. The        
underwriter has the right to reject any order. Proceeds to Merrill Lynch        
Mortgage Investors, Inc. from the sale of these certificates will be            
approximately 99.266% of their initial principal balance before deducting       
expenses, which are estimated at $600,000. See "Method of Distribution" in this 
prospectus supplement.                                                          

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE     
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS. 
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                       

 MERRILL LYNCH & CO.

 The date of this prospectus supplement is March 26, 2007.

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 WHERE TO FIND INFORMATION IN THIS PROSPECTUS SUPPLEMENT
 AND THE ATTACHED PROSPECTUS

     Information about the offered certificates is contained in (a) the attached
prospectus, which provides general information, some of which may not apply to  
the certificates; and (b) this prospectus supplement, which describes the       
specific terms of the certificates.                                             

This prospectus supplement and the attached prospectus include cross  
references to sections in these materials where you can find further related    
discussions. The tables of contents in this prospectus supplement and the       
attached prospectus identify the pages where those sections are located.        

    In this prospectus supplement, the terms "Depositor," "we," "us" and "our"
refer to Merrill Lynch Mortgage Investors, Inc.                                 

 FOR EUROPEAN INVESTORS ONLY

  In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), the     
Underwriter has represented and agreed that with effect from and including the  
date on which the Prospectus Directive is implemented in that Relevant Member   
State (the "Relevant Implementation Date") it has not made and will not make an 
offer of certificates to the public in that Relevant Member State prior to the  
publication of a prospectus in relation to the certificates which has been      
approved by the competent authority in that Relevant Member State or, where     
appropriate, approved in another Relevant Member State and notified to the      
competent authority in that Relevant Member State, all in accordance with the   
Prospectus Directive, except that it may, with effect from and including the    
Relevant Implementation Date, make an offer of certificates to the public in    
that Relevant Member State at any time:                                         

    (a)  to legal entities which are authorized or regulated to operate in the
   financial markets or, if not so authorized, or regulated, whose
corporate purpose is solely to invest in securities;        

(b)  to any legal entity which has two or more of (1) an average of at
   least 250 employees during the last financial year; (2) a total
  balance sheet of more than (E)43,000,000 and (3) an annual net
       turnover of more than (E)50,000,000, as shown in its last annual or
consolidated accounts; or                                   

     (c)  in any other circumstances which do not require the publication by the
  issuer of a prospectus pursuant to Article 3 of the Prospectus
Directive.                                                  

For the purposes of this provision, the expression an "offer of       
certificates to the public" in relation to any certificates in any Relevant     
Member State means the communication in any form and by any means of sufficient 
information on the terms of the offer and the certificates to be offered so as  
to enable an investor to decide to purchase or subscribe the certificates, as   
the same may be varied in that Relevant Member State by any measure implementing
the Prospectus Directive in that Relevant Member State and the expression       
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant     
implementing measure in each Relevant Member State.                             

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 TO UNDERSTAND THE STRUCTURE OF THESE CERTIFICATES, YOU MUST READ CAREFULLY BOTH
 THE ATTACHED PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT IN THEIR ENTIRETY.

 TABLE OF CONTENTS

                                                                [Download Table]
                                                                                
The Series 2007-1 Certificates.........................................        4
Summary Information....................................................        5
Risk Factors...........................................................       17
Forward-Looking Statements.............................................       30
Glossary...............................................................       31
The Mortgage Pool......................................................       31
   General.............................................................       31
   Mortgage Loans......................................................       34
Underwriting Guidelines................................................       34
   General.............................................................       35
   First Franklin Financial............................................       35
   First Franklin Financial's Portfolio and Underwriting Guidelines....       35
   Pending Proceedings.................................................       39
Transaction Parties....................................................       39
   The Sponsor.........................................................       39
   The Depositor.......................................................       40
   The Issuing Entity..................................................       40
   The Servicer........................................................       41
   The Trustee.........................................................       43
   The Cap Contract Counterparty and the Swap Counterparty.............       44
Affiliates and Related Transactions....................................       45
Static Pool Information................................................       45
Administration of the Issuing Entity...................................       46
   Servicing and Administrative Responsibilities.......................       46
   Trust Accounts......................................................       48
   Flow of Payments....................................................       50
Servicing of the Mortgage Loans........................................       51
   General.............................................................       51
   Servicing Compensation and Payment of Expenses......................       51
   Adjustment to Servicing Fee in Connection with Certain Prepaid               
      Mortgage Loans...................................................       51
   Advances............................................................       52
   Loss Mitigation Procedures..........................................       53
   Evidence as to Compliance...........................................       53
   Custody of the Mortgage Files.......................................       54
   Pledge of Servicing Rights..........................................       54
Description of the Certificates........................................       55
   General.............................................................       55
   Book-Entry Certificates.............................................       56
   Payments on Mortgage Loans; Accounts; Supplemental Interest Trust...       60
   Distributions.......................................................       61
   Example of Distributions............................................       64
   Fees and Expenses of the Trust Fund.................................       64
   Overcollateralization Provisions....................................       65
   Distributions from the Supplemental Interest Trust..................       67
   Subordination of the Distributions of the Subordinate Certificates..       68
   Corridor Contracts..................................................       68
   Cap Contract........................................................       71
   Swap Agreement......................................................       72
   Calculation of One-Month LIBOR......................................       75
   Reports to Certificateholders.......................................       76
   Additional Rights of the Holder of the Class R Certificate..........       78
   Restrictions on Transfer of the Class R Certificate.................       78
The Pooling and Servicing Agreement....................................       79
   General.............................................................       79
   The Issuing Entity..................................................       79
   Assignment of Mortgage Loans........................................       80
   Amendment...........................................................       81
   Optional Termination................................................       81
   Events of Default...................................................       82
   Rights upon Event of Default........................................       83
   The Trustee.........................................................       83
   Indemnification and Limitation of Liability.........................       83
   Special Servicing Agreements........................................       84
Yield, Prepayment and Maturity Considerations..........................       84
   General.............................................................       84
   Prepayments and Yields for the Certificates.........................       85
   Additional Information..............................................      111
Federal Income Tax Consequences........................................      111
   Taxation of the Basis Risk Arrangements.............................      112
   Original Issue Discount and Amortizable Bond Premium................      113
   Special Tax Attributes of the Offered Certificates..................      114
   Prohibited Transactions Tax and Other Taxes.........................      114
   Class R Certificate.................................................      115
Tax Return Disclosure Requirements.....................................      116
State Taxes............................................................      116
ERISA Considerations...................................................      117
Legal Investment.......................................................      120
Use of Proceeds........................................................      120
Method of Distribution.................................................      120
Legal Matters..........................................................      121
Ratings................................................................      121
Glossary of Defined Terms..............................................      123
ANNEX I................................................................        1
   Global Clearance, Settlement and Tax Documentation Procedures.......    A-I-1
   Initial Settlement..................................................    A-I-1
   Secondary Market Trading............................................    A-I-1
   Certain U.S. Federal Income Tax Documentation Requirements..........    A-I-3
ANNEX II...............................................................   A-II-1

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THE SERIES 2007-1 CERTIFICATES

                                                        [Enlarge/Download Table]

                                 CLASS A-1       CLASS A-2A      CLASS A-2B      CLASS A-2C    CLASS A-2D  
                               -------------   -------------   -------------   -------------  ------------ 
                                                                                                           
Initial Certificate Principal                                                                              
   Balance (1):                $725,544,000    $477,254,000    $234,066,000    $296,970,000   $130,878,000 
Pass-Through Rate:             LIBOR +0.140%   LIBOR +0.120%   LIBOR +0.170%   LIBOR +0.250%  LIBOR +0.340%
                                  (2)(3)          (2)(3)          (2)(3)          (2)(3)         (2)(3)    
ERISA Eligible (5):                 Yes             Yes             Yes             Yes            Yes     
First Principal Distribution                                                                               
   Date (6):                      04/2007         04/2007         12/2008         07/2009        10/2012   
Weighted Average Life At                                                                                   
   Issuance:                                                                                               
   to call (yrs.) (6):             2.51            1.00            2.00            3.50           6.48     
   to maturity (yrs.) (6):         2.74            1.00            2.00            3.50           8.36     
Expected Maturity (to call)                                                                                
   (6):                           11/2013         12/2008         07/2009         10/2012        11/2013   
Expected Maturity (to                                                                                      
   maturity) (6):                 07/2023         12/2008         07/2009         10/2012        04/2023   
Last Scheduled Distribution                                                                                
   Date(7):                       04/2037         04/2037         04/2037         04/2037        04/2037   
Interest Accrual Method (8):    Actual/360      Actual/360      Actual/360      Actual/360     Actual/360  
Payment Delay:                    0 days          0 days          0 days          0 days         0 days    
Record Date (9)                     RD              RD              RD              RD             RD      
Minimum Denominations (10)        $25,000         $25,000         $25,000         $25,000        $25,000   
Incremental Denominations           $1              $1              $1              $1             $1      
Anticipated Ratings                                                                                        
   (Moody's/S&P):                 Aaa/AAA         Aaa/AAA         Aaa/AAA         Aaa/AAA        Aaa/AAA   
CUSIP:                          59023L AA 0     59023L AB 8     59023L AC 6     59023L AD 4    59023L AE 2 


                                 CLASS M-1      CLASS M-2      CLASS M-3      CLASS M-4                    
                               ------------   ------------   ------------   ------------                   
                                                                                                           
Initial Certificate Principal                                                                              
   Balance (1):                 $77,091,000    $60,332,000    $36,870,000    $32,400,000                   
Pass-Through Rate:             LIBOR +0.380%  LIBOR +0.500%  LIBOR +0.700%  LIBOR +1.250%                  
                                  (2)(4)         (2)(4)         (2)(4)         (2)(4)                      
ERISA Eligible (5):                 Yes            Yes            Yes            Yes                       
First Principal Distribution                                                                               
   Date (6):                      06/2010        12/2010        09/2013        06/2010                     
Weighted Average Life At                                                                                   
   Issuance:                                                                                               
   to call (yrs.) (6):             3.44           4.89           6.66           4.57                       
   to maturity (yrs.) (6):         3.44           4.89           8.92           4.98                       
Expected Maturity (to call)                                                                                
   (6):                           12/2010        09/2013        11/2013        11/2013                     
Expected Maturity (to                                                                                      
   maturity) (6):                 12/2010        09/2013        10/2019        09/2017                     
Last Scheduled Distribution                                                                                
   Date(7):                       04/2037        04/2037        04/2037        04/2037                     
Interest Accrual Method (8):    Actual/360     Actual/360     Actual/360     Actual/360                    
Payment Delay:                    0 days         0 days         0 days         0 days                      
Record Date (9)                     RD             RD             RD             RD                        
Minimum Denominations (10)        $25,000        $25,000        $25,000        $25,000                     
Incremental Denominations           $1             $1             $1             $1                        
Anticipated Ratings                                                                                        
   (Moody's/S&P):                 Aa1/AA+        Aa2/AA         Aa3/AA-         A1/A+                      
CUSIP:                          59023L AF 9    59023L AG 7    59023L AH 5    59023L AJ 1                   

                                                        [Enlarge/Download Table]

                                 CLASS M-5     CLASS M-6      CLASS B-1      CLASS B-2      CLASS B-3       CLASS R   
                              -------------  -------------  -------------  -------------  ------------   ------------ 
                                                                                                                      
Initial Certificate                                                                                                   
   Principal Balance(1):       $31,283,000    $21,228,000    $22,345,000    $12,289,000    $26,814,000       $100     
Pass-Through Rate:            LIBOR +1.350%  LIBOR +1.500%  LIBOR +1.850%  LIBOR +1.850%  LIBOR +1.850%  LIBOR +0.140%
                                 (2)(4)         (2)(4)         (2)(4)         (2)(4)         (2)(4)         (2)(3)    
ERISA Eligible (5):                Yes            Yes            Yes            Yes            Yes            No      
First Principal Payment                                                                                               
   Date(6):                      05/2010        05/2010        05/2010        04/2010        04/2010          N/A     
Weighted Average Life At                                                                                              
   Issuance:                                                                                                          
   to call (yrs.) (6):            4.54           4.54           4.54           4.52           4.50            N/A     
   to maturity (yrs.) (6):        4.91           4.86           4.79           4.70           4.56            N/A     
Expected Maturity (to call)                                                                                           
   (6):                          11/2013        11/2013        11/2013        11/2013        11/2013          N/A     
Expected Maturity (to                                                                                                 
   maturity) (6):                02/2017        06/2016        11/2015        03/2015        10/2014          N/A     
Last Scheduled Distribution                                                                                           
   Date(7):                      04/2037        04/2037        04/2037        04/2037        04/2037          N/A     
Interest Accrual Method (8):   Actual/360     Actual/360     Actual/360     Actual/360     Actual/360     Actual/360  
Payment Delay:                   0 days         0 days         0 days         0 days         0 days         0 days    
Record Date (9)                    RD             RD             RD             RD             RD             RD      
Minimum Denominations (10)       $25,000        $25,000        $25,000        $25,000        $25,000         $100     
Incremental Denominations          $1             $1             $1             $1             $1             N/A     
Anticipated Ratings                                                                                                   
   (Moody's/S&P):                 A2/A           A3/A-        Baa1/BBB+      Baa2/BBB       Baa3/BBB-       NR/AAA    
CUSIP:                         59023L AK 8    59023L AL 6    59023L AM 4    59023L AN 2    59023L AP 7    59023L AS 1 

(1)  The initial certificate principal balances shown above are subject to a    
permitted variance of plus or minus 10%.                              

(2)  Subject to the related available funds cap and the related maximum rate    
     cap. The pass-through rates for these certificates are one-month LIBOR plus
     the applicable pass-through margin. These pass-through rates are subject to
     adjustment and your pass-through rate may be lower. See "Description of the
Certificates - Distributions - Distributions of Interest."            

(3)  If the auction termination does not occur on the first possible            
    distribution date on which it could occur, the margin on each of the class
A-1, class A-2A, class A-2B, class A-2C, class A-2D and class R       
    certificates will increase to 2 times its respective margin shown above on
the following distribution date.                                      

(4)  If the auction termination does not occur on the first possible            
    distribution date on which it could occur, the margin on each class of the
 class M-1, class M-2, class M-3, class M-4, class M-5, class M-6, class
  B-1, class B-2 and class B-3 certificates will increase to 1.5 times its
respective margin shown above on the following distribution date.     

(5)  Certificates designated as ERISA Eligible may be acquired by employee      
     benefit plans subject to Title I of ERISA and plans subject to Section 4975
of the Code, subject to the satisfaction of certain requirements. See 
"ERISA Considerations".                                               

(6)  The information set forth above regarding first principal distribution     
   date, weighted average life at issuance and expected maturity is based on
  the modeling assumptions defined beginning on page S-146 and 20% HEP for
     the fixed rate mortgage loans or 100% PPC (a constant prepayment rate of 2%
   per annum in month 1, building linearly (rounded to the nearest hundredth
   of a percent) to a constant prepayment rate of 30% per annum in month 12,
remaining constant at a constant prepayment rate of 30% per annum from
month 13 up to and including month 22, then remaining constant at a   
     constant prepayment rate of 50% per annum from month 23 up to and including
   month 27 and then remaining constant at a constant prepayment rate of 35%
per annum in month 28 and thereafter) for the adjustable rate mortgage
 loans, as applicable, subject to a maximum prepayment speed of 95% CPR.

(7)  The last scheduled distribution date is the latest maturity date for any   
mortgage loan plus one month.                                         

(8)  The interest rate index reset date for the offered certificates is two     
business days prior to the start of each interest accrual period.     

(9)  RD= For any distribution date, the last business day of the month preceding
such distribution (or in the case of the first distribution date, the 
closing date).                                                        

(10) With respect to initial European investors only, the underwriter will only 
    sell offered certificates in minimum total investment amounts of $100,000.

CREDIT ENHANCEMENT:                                                             

Excess interest                                                       
Overcollateralization                                                 
Subordination                                                         
Net swap payments (if any) received from the swap counterparty        
Cap payments (if any) received from the cap contract counterparty     

OVERCOLLATERALIZATION REQUIREMENTS:                                             

Initial overcollateralization amount: approximately 2.20% of the aggregate      
outstanding principal balance of the mortgage loans as of the cut-off date.     

Targeted overcollateralization amount: 2.20% of the aggregate outstanding       
principal balance of the mortgage loans as of the cut-off date.                 

Stepdown overcollateralization amount: 4.40% of the current aggregate           
outstanding principal balance of the mortgage loans after the stepdown date.    

Minimum required overcollateralization amount: 0.50% of the aggregate           
outstanding principal balance of the mortgage loans as of the cut-off date.     

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 SUMMARY INFORMATION

THIS SECTION BRIEFLY SUMMARIZES MAJOR CHARACTERISTICS OF THE CERTIFICATES AND   
THE MORTGAGE LOANS. IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO 
CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO FULLY UNDERSTAND THE TERMS OF   
THE CERTIFICATES, YOU SHOULD READ BOTH THIS PROSPECTUS SUPPLEMENT AND THE       
ATTACHED PROSPECTUS IN THEIR ENTIRETY.                                          

 PRINCIPAL PARTIES

ISSUING ENTITY

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1.                

See "Transaction Parties--The Issuing Entity."                                  

We are forming the issuing entity to own a pool of sub-prime residential        
mortgage loans secured by first liens on real properties. The issuing entity    
will contain both fixed rate mortgage loans and adjustable rate mortgage loans. 
Each class of certificates represents an interest in the issuing entity. The    
issuing entity is also referred to herein as the "trust fund."                  

 SPONSOR

Merrill Lynch Mortgage Lending, Inc., a Delaware corporation whose address is   
250 Vesey Street, 4 World Financial Center, 10th Floor, New York, New York 10080
and whose telephone number is (212) 449-0336.                                   

The sponsor is an affiliate of Merrill Lynch, Pierce, Fenner & Smith            
Incorporated, the underwriter, Merrill Lynch Mortgage Investors, Inc., the      
depositor, Home Loan Services, Inc., the servicer, and First Franklin Financial 
Corporation.                                                                    

See "Transaction Parties--The Sponsor" and "Affiliates and Related              
Transactions."                                                                  

 DEPOSITOR

Merrill Lynch Mortgage Investors, Inc., a Delaware corporation whose address is 
250 Vesey Street, 4 World Financial Center, 10th Floor, New York, New York 10080
and whose telephone number is (212) 449-0357.                                   

Merrill Lynch Mortgage Investors, Inc. will deposit the mortgage loans in the   
issuing entity. The depositor is an affiliate of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, the underwriter, Merrill Lynch Mortgage                     

Lending, Inc., the sponsor, Home Loan Services, Inc., the servicer, and First   
Franklin Financial Corporation.                                                 

See "Transaction Parties--The Depositor" and "Affiliates and Related            
Transactions" in this prospectus supplement and "The Depositor" in the          
prospectus.                                                                     

SERVICER

Home Loan Services, Inc., a Delaware corporation, whose address is 150 Allegheny
Center Mall, Pittsburgh, Pennsylvania 15212 and whose telephone number is (800) 
346-6437.                                                                       

The servicer is an affiliate of Merrill Lynch, Pierce, Fenner & Smith           
Incorporated, the underwriter, Merrill Lynch Mortgage Lending, Inc., the        
sponsor, Merrill Lynch Mortgage Investors, Inc., the depositor, and First       
Franklin Financial Corporation.                                                 

See "Transaction Parties--The Servicer" and "Affiliates and Related             
Transactions."                                                                  

ORIGINATOR

First Franklin Financial Corporation, an operating subsidiary of Merrill Lynch  
Bank & Trust Co., FSB, whose address is 2150 North First Street, San Jose,      
California 95131 and whose telephone number is (800) 464-8203, originated or    
acquired the mortgage loans and sold the mortgage loans to the sponsor.         

See "Underwriting Guidelines" and "Affiliates and Related Transactions."        

 TRUSTEE

LaSalle Bank National Association, a national banking association whose address 
is 135 South LaSalle Street, Suite 1511, Chicago, Illinois 60603 and whose      
telephone number is (312) 992-1816, will act as trustee of the issuing entity.  

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See "Transaction Parties--The Trustee."                                         

 CAP CONTRACT COUNTERPARTY AND SWAP COUNTERPARTY

Bear Stearns Financial Products Inc., a Delaware corporation whose address is   
383 Madison Avenue, 36th Floor, New York, New York 10179 and whose telephone    
number is (212) 272-4009, is the cap contract counterparty and the swap         
counterparty. See "Transaction Parties--The Cap Contract Counterparty and the   
Swap Counterparty."                                                             

 RATING AGENCIES

Moody's Investors Services, Inc. and Standard & Poor's Rating Services, a       
division of the McGraw-Hill Companies, Inc. will issue the ratings with respect 
to the certificates.                                                            

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

(FLOW CHART)

RELEVANT DATES

CUT-OFF DATE

The cut-off date will be March 1, 2007.                                         

CLOSING DATE

The closing date will be on or about March 27, 2007.                            

 DISTRIBUTION DATE

The 25th day of each month, beginning in April 2007. If the 25th day is not a   
business day, then the distribution date will be the next business day after the
25th day of the month.                                                          

 RECORD DATE

For any distribution date, the last business day of the month preceding the     
month of such distribution date (or, in the case of the first distribution date,
the closing date).                                                              

 FINAL SCHEDULED DISTRIBUTION DATE

The final scheduled distribution date for the offered certificates will be April
2037. The final scheduled distribution date has been determined by adding one   
month to the scheduled maturity of the latest maturing mortgage loan in the     
trust fund. The actual final distribution date for each class of offered        
certificates may be earlier or later, and could be substantially earlier, than  
the applicable final scheduled distribution date.                               

See "Yield, Prepayment and Maturity Considerations--Prepayments and Yields for  
the Certificates."                                                              

THE SERIES 2007-1 CERTIFICATES

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1 certificates    
represent ownership interests in the issuing entity, the assets of which will   
consist primarily of first lien, adjustable and fixed rate, fully amortizing,   
interest only and balloon sub-prime residential mortgage loans.                 

The certificates represent beneficial ownership interests in the underlying     
trust fund assets. The certificates will have the original certificate principal
balance, pass-through rate and other features set forth in the table on page    
S-4. The issuing entity will issue the certificates under a pooling and         
servicing agreement, dated as of March 1, 2007, among Merrill Lynch Mortgage    
Investors, Inc., as depositor, LaSalle Bank National Association, as trustee,   
and Home Loan Services, Inc., as servicer.                                      

Any collections on the mortgage loans will be used to pay fees to the servicer  
and the trustee, to make net swap payments (if any) owed to the swap            
counterparty and the swap termination payment (if any) owed to the swap         

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counterparty (other than defaulted swap termination payments) and to make       
interest or principal payments on the certificates. All principal collections   
will be paid to one or more classes of the certificates offered through this    
prospectus supplement or to other classes of certificates that we are not       
offering by this prospectus supplement, based on the outstanding certificate    
principal balances and the remaining principal amount of the mortgage loans. Any
interest collections in excess of the amount paid to holders of the offered     
certificates (either as interest or principal) and the servicer, and the amount,
if any, paid to the swap counterparty, will be paid to the owners of the other  
classes of certificates that we are not offering by this prospectus supplement, 
which are entitled to receive those excess amounts.                             

Neither the class C certificates, which represent a subordinated interest in the
assets of the issuing entity, nor the class P certificates, which represent the 
right to receive certain prepayment charges on the mortgage loans, are offered  
by this prospectus supplement.                                                  

See "Description of the Certificates--Distributions."                           

INTEREST DISTRIBUTIONS

Interest will accrue on each class of certificates at the pass-through rate for 
that class. Interest will accrue on the offered certificates from the prior     
distribution date (or the closing date, in the case of the first distribution   
date) to the day prior to the current distribution date.                        

The pass-through rates on each of the offered certificates will be subject to   
one of three available funds caps, as described in more detail herein. These    
available funds caps limit the pass-through rates on each of the offered        
certificates.                                                                   

The pass-through rates on the class A-1 and class R certificates will be limited
by reference to a rate determined by multiplying (a) 12, (b) an amount obtained 
by dividing the amount of interest due on the group one mortgage loans, less    
certain amounts, including any pro rata amounts owed to the swap counterparty   
(other than any swap termination payment that is the result of an event of      
default or certain termination events with respect to the swap counterparty), by
the aggregate stated principal balance of the group one mortgage loans as of the
first day of the related accrual period and (c) a fraction, the numerator of    
which is 30 and the denominator of which is the actual number of days in the    
related accrual period.                                                         

The pass-through rates on the class A-2A, class A-2B, class A-2C and class A-2D 
certificates, which we refer to collectively herein as the "class A-2           
certificates," will be limited by reference to a rate determined by multiplying 
(a) 12, (b) an amount obtained by dividing the amount of interest due on the    
group two mortgage loans, less certain amounts, including any pro rata amounts  
owed to the swap counterparty (other than any swap termination payment that is  
the result of an event of default or certain termination events with respect to 
the swap counterparty), by the aggregate stated principal balance of the group  
two mortgage loans as of the first day of the related accrual period and (c) a  
fraction, the numerator of which is 30 and the denominator of which is the      
actual number of days in the related accrual period.                            

The pass-through rates on each of the class M-1, class M-2, class M-3, class    
M-4, class M-5 and class M-6 certificates, which we refer to collectively herein
as the "class M certificates," and the class B-1, class B-2 and class B-3       
certificates, which we refer to collectively herein as the "class B             
certificates," will be limited by reference to a rate determined by the weighted
average of the available funds cap for the class A-1 and class R certificates   
and the available funds cap for the class A-2 certificates (weighted in         
proportion to the results of subtracting from the aggregate stated principal    
balance of each mortgage group, the current certificate principal balance of the
class A-1 and class R certificates, in the case of group one, or the class A-2  
certificates, in the case of group two).                                        

Shortfalls arising from the application of an available funds cap or a maximum  
rate cap (described below), subject to certain limitations based upon one-month 
LIBOR, the upper collar on the related corridor contract, net swap payments     
received from the swap counterparty and cap payments received from the cap      
contract counterparty, will be carried over on a subordinated basis with accrued
interest at the then applicable pass-through rate and paid from excess cashflow 
in a later distribution, if available.                                          

As described below, the issuing entity will own three one-month LIBOR corridor  
contracts. Amounts received on the class A-1 corridor contract will only be     
available to make payments on the class A-1 and class R certificates, amounts   
received on the class A-2 corridor                                              

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contract will only be available to make payments on the class A-2 certificates  
and amounts received on the subordinate certificate corridor contract will only 
be available to make payments on the class M and class B certificates, in each  
case to the extent of the interest shortfall on such certificates attributable  
to the related available funds cap or maximum rate cap subject to certain       
limitations based upon one-month LIBOR (as determined under the related corridor
contract), the upper collar on the related corridor contract, net swap payments 
received from the swap counterparty and cap payments received from the cap      
contract counterparty (other than any such shortfalls attributable to the fact  
that losses are not allocated to the class A certificates after the class M and 
class B certificates have been reduced to zero).                                

See "Description of the Certificates--Distributions--Distributions of Interest."

Any excess of the amount received on the related corridor contract over the     
amount needed to pay such shortfalls on the related classes of offered          
certificates arising as a result of the related available funds cap (other than 
such shortfalls arising from the fact that the pooling and servicing agreement  
does not provide for the reduction of the principal balance of the class A      
certificates as a result of realized losses) will be distributed to the class C 
certificates (which are not offered pursuant to this prospectus supplement).    

The pass-through rates on each of the offered certificates will also be subject 
to one of three maximum interest rate caps. The maximum rate cap for the class  
A-1 and class R certificates will be a rate determined by multiplying (a) 12,   
(b) an amount obtained by dividing the amount of interest that would be due on  
the group one mortgage loans had the group one adjustable rate mortgage loans   
provided for interest at their net maximum lifetime rates and the group one     
fixed rate mortgage loans provided for interest at their net mortgage rates,    
less certain amounts, including any pro rata amounts owed to the swap           
counterparty (other than any swap termination payment that is the result of an  
event of default or certain termination events with respect to the swap         
counterparty), by the aggregate stated principal balance of the group one       
mortgage loans as of the first day of the related accrual period and (c) a      
fraction, the numerator of which is 30 and the denominator of which is the      
actual number of days in the related accrual period.                            

The pass-through rates on the class A-2 certificates will be limited by         
reference to a rate determined by multiplying (a) 12, (b) an amount obtained by 
dividing the amount of interest that would be due on the group two mortgage     
loans had the group two adjustable rate mortgage loans provided for interest at 
their net maximum lifetime rates and the group two fixed rate mortgage loans    
provided for interest at their net mortgage rates, less certain amounts,        
including any pro rata amounts owed to the swap counterparty (other than any    
swap termination payment that is the result of an event of default or certain   
termination events with respect to the swap counterparty), by the aggregate     
stated principal balance of the group two mortgage loans as of the first day of 
the related accrual period and (c) a fraction, the numerator of which is 30 and 
the denominator of which is the actual number of days in the related accrual    
period.                                                                         

The pass-through rates on the class M and class B certificates will be limited  
by reference to a rate determined by the weighted average of the maximum rate   
cap for the class A-1 and class R certificates and the maximum rate cap for the 
class A-2 certificates (weighted in proportion to the results of subtracting    
from the aggregate stated principal balance of each mortgage group, the current 
certificate principal balance of the class A-1 and class R certificates, in the 
case of group one, or the class A-2 certificates, in the case of group two). Any
interest shortfall due to the related maximum rate cap will not be reimbursed,  
except under limited circumstances described herein.                            

See "Description of the Certificates--Distributions--Distributions of Interest."

 PRINCIPAL DISTRIBUTIONS

Principal payments to the certificates will generally reflect principal         
collections on the mortgage loans in the trust fund. The class A-1 and class R  
certificates will generally receive principal collected on the group one        
mortgage loans. The class A-2 certificates will generally receive principal     
collected on the group two mortgage loans. The class M and class B certificates 
will generally receive principal collected on both groups of mortgage loans.    
Principal payments will also include a portion of interest collections to the   
extent necessary to maintain or restore overcollateralization to the required   
level, as described below. See "Description of the                              
Certificates--Distributions--Distributions of Principal."                       

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On each distribution date prior to the stepdown date or on which a stepdown     
trigger event is in effect, distributions will be made from the portion of the  
available funds allocable to principal payments on the mortgage loans (as       
further described in "Description of the Certificates--Distributions of         
Principal" in this prospectus supplement), (i) first, to the class A            
certificates until their respective principal balances have been reduced to     
zero, and (ii) second, to the class M-1, class M-2, class M-3, class M-4, class 
M-5, class M-6, class B-1, class B-2 and class B-3 certificates in that order,  
until their respective principal balances have been reduced to zero.            

On each distribution date on and after the stepdown date and on which a stepdown
trigger event is not in effect, distributions will be made from the portion of  
the available funds allocable to the principal payments on the mortgage loans   
(as further described in "Description of the Certificates--Distributions of     
Principal" in this prospectus supplement), (i) first, to the class A            
certificates, the lesser of the portion of the available funds allocable to     
principal payments on the mortgage loans and an amount equal to the principal   
distribution entitlement for the class A certificates until their respective    
principal balances have been reduced to zero and (ii) second, the aggregate of  
the amounts allocable to the class M-1, class M-2 and class M-3 certificates,   
sequentially, to the class M-1, class M-2 and class M-3 certificates until their
respective principal balances have been reduced to zero; and to each of the     
class M-4, class M-5, class M-6, class B-1, class B-2 and class B-3             
certificates, in that order, in each case, the lesser of the remaining portion  
of the available funds allocable to principal payments on the mortgage loans and
an amount equal to the principal distribution entitlement for that class of     
certificates (each as further described in "Description of the                  
Certificates--Distributions of Principal" in this prospectus supplement), until 
their respective class certificate balances have been reduced to zero.          

The "stepdown date" is defined in this prospectus supplement and generally means
the earlier to occur of (a) the date on which the aggregate principal balances  
of the class A certificates have been reduced to zero and (b) the later to occur
of (i) the distribution date in April 2010 and (ii) the first distribution date 
on which the subordination below the class A certificates is greater than or    
equal to 33.10% of the aggregate stated principal balance of the mortgage loans 
for that distribution date.                                                     

See "Description of the Certificates--Distributions--Distributions of           
Principal."                                                                     

The "stepdown trigger event" is defined in this prospectus supplement and       
generally means with respect to any distribution date, the circumstances in     
which (i) the unpaid principal balance of mortgage loans that are 60 days or    
more delinquent or (ii) the aggregate amount of realized losses incurred since  
the cut-off date, in each case, exceeds the applicable percentages described in 
the definition of "stepdown trigger event" included in this prospectus          
supplement.                                                                     

See "Description of the Certificates--Distributions--Distributions of           
Principal."                                                                     

CORRIDOR CONTRACTS

The issuing entity will own three one-month LIBOR corridor contracts purchased  
for the benefit of the class A-1 and class R certificates; the class A-2        
certificates; and the class M and class B certificates. Each of the corridor    
contracts will be provided by Bear Stearns Financial Products Inc. and will     
terminate immediately following the distribution date in September 2007. Each   
corridor contract will have a notional balance on each distribution date equal  
to the lesser of (x) the aggregate certificate principal balance of the related 
certificates and (y) the amount determined according to the schedules described 
in this prospectus supplement under the heading "Description of the             
Certificates--Corridor Contracts" until it is terminated. The issuing entity    
will receive a payment under each corridor contract with respect to any         
distribution date on which one-month LIBOR (as determined under the related     
corridor contract) exceeds the related lower collar with respect to such        
distribution date shown in the tables on beginning on page S-69. Payments       
received on the corridor contracts will be available to make payments to the    
holders of the related offered certificates only in respect of interest         
shortfalls on such certificates attributable to the related available funds cap 
or maximum rate cap (other than any such shortfalls attributable to the fact    
that losses are not allocated to the class A certificates after the class M and 
class B certificates have been reduced to zero). Any amounts received on the    
corridor contracts on a distribution date that are not used to pay such         
shortfalls on such distribution date will be distributed to the holders of the  
class C certificates                                                            

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(which are not being offered pursuant to this prospectus supplement).           

INTEREST RATE CAP CONTRACT

The supplemental interest trust trustee, on behalf of the supplemental interest 
trust, will enter into an interest rate cap contract with the cap contract      
counterparty, for the benefit of the supplemental interest trust.               

Under the interest rate cap contract, with respect to each distribution date    
during the period beginning on the distribution date in October 2007 and        
terminating immediately following the distribution date in March 2012, the cap  
contract counterparty will be obligated to make payments to the supplemental    
interest trust based on the lesser of (x) the scheduled notional balance for the
distribution date shown in the table on page S-72 and (y) the excess if any, of 
(A) the beginning aggregate certificate principal balance for such distribution 
date over (B) the swap notional balance for such distribution date as set forth 
in the table beginning on page S-73, if one-month LIBOR (as determined under the
interest rate cap contract) is greater than 5.322%.                             

Any amounts received by the supplemental interest trust under the interest rate 
cap contract will increase the amount available to make distributions on the    
certificates, as described under "Description of the Certificates--Distributions
from the Supplemental Interest Trust." The interest rate cap agreement is       
scheduled to terminate immediately following the distribution date in March     
2012.                                                                           

INTEREST RATE SWAP AGREEMENT

On the closing date, the supplemental interest trust trustee, on behalf of the  
supplemental interest trust, will enter into an interest rate swap agreement    
with the swap counterparty, for the benefit of the supplemental interest trust. 

Under the interest rate swap agreement, with respect to each distribution date  
during the period beginning on the distribution date in October 2007 and        
terminating immediately following the distribution date in March 2012, the      
supplemental interest trust will pay to the swap counterparty a fixed payment at
a per annum rate as set forth in the table beginning on page S-73, calculated on
the basis of a 360-day year assumed to consist of twelve 30-day months and the  
interest rate swap counterparty will pay to the supplemental interest trust a   
floating payment at a rate of one-month LIBOR (as determined under the interest 
rate swap agreement), calculated on the basis of a 360-day year and the actual  
number of days elapsed in the accrual period, in each case calculated based on  
the scheduled notional amount set forth in the table beginning on page S-73 in  
this prospectus supplement for that distribution date. To the extent that the   
fixed payment exceeds the floating payment payable with respect to any such     
distribution date, amounts otherwise available for distributions on the         
certificates will be applied one business day preceding that distribution date  
to make a net payment to the swap counterparty, and to the extent that the      
floating payment exceeds the fixed payment payable with respect to any of those 
distribution dates, the swap counterparty will make a net payment to the        
supplemental interest trust one business day preceding that distribution date.  

Any net amounts received by or paid out from the supplemental interest trust    
under the interest rate swap agreement will either increase or reduce the amount
available to make distributions on the certificates, as described under         
"Description of the Certificates--Distributions from the Supplemental Interest  
Trust." The interest rate swap agreement is scheduled to terminate immediately  
following the distribution date in March 2012.                                  

See "Description of the Certificates--Swap Agreement" and "--Distributions from 
the Supplemental Interest Trust."                                               

 DENOMINATIONS

The issuing entity will issue the offered certificates (other than the class R  
certificate) in minimum denominations of $25,000 in original principal amount   
and integral multiples of $1 in excess of $25,000. A single class R certificate 
will be issued in definitive form in a $100 denomination.                       

 BOOK-ENTRY REGISTRATION

The issuing entity will initially issue the offered certificates (other than the
class R certificate) in book-entry form. You may elect to hold your interest in 
the certificates through The Depository Trust Company in the United States, or  
Clearstream Banking, societe anonyme or the Euroclear Bank, S.A./N.V. in Europe,
or indirectly through participants in these systems.                            

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You will not be entitled to receive a definitive certificate representing your  
interest except under limited circumstances.                                    

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

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

First Franklin Financial Corporation will make representations and warranties to
the sponsor concerning the mortgage loans. All such representations and         
warranties will be assigned to the depositor and by the depositor to the trustee
for the benefit of certificateholders under the pooling and servicing agreement.
Such representations and warranties will include that none of the mortgage loans
in the trust fund will be "high cost" loans under applicable federal, state or  
local anti-predatory or anti-abusive lending laws.                              

Following the discovery of a breach of any representation or warranty that      
materially and adversely affects the value of the mortgage loan, or receipt of  
notice of that breach, First Franklin Financial Corporation will be required    
either to (1) cure that breach, (2) repurchase the affected mortgage loan from  
the issuing entity or (3) in certain circumstances, substitute another mortgage 
loan for the affected mortgage loan.                                            

In order to substitute a new mortgage loan for a mortgage loan that has been    
removed from the trust fund because of a breach of a representation or warranty,
(a) substitution must take place within two years from the closing date and (b) 
a mortgage loan that is materially similar to the deleted mortgage loan must be 
available for substitution.                                                     

See "The Pooling and Servicing Agreement--Assignment of Mortgage Loans".        

 FEES AND EXPENSES

Before distributions are made on the certificates, the servicer will be paid a  
monthly fee calculated as 0.500% per annum on the total stated principal balance
of the mortgage loans (subject to reduction as described in this prospectus     
supplement). The servicer will also be entitled to investment earnings on, and  
other benefits arising from, the collection and escrow accounts and certain     
other fees.                                                                     

The trustee will receive investment earnings on and other benefits arising from 
the certificate account.                                                        

Expenses of and other amounts due to the servicer and the trustee will be       
reimbursed before payments are made on the certificates.                        

See "Description of the Certificates--Fees and Expenses of the Trust Fund."     

CREDIT ENHANCEMENT

Credit enhancement is intended to reduce the harm caused to holders of the      
certificates as a result of shortfalls in payments received and losses realized 
on the mortgage loans. The credit enhancement for the certificates will consist 
of excess interest, overcollateralization, subordination, net swap payments (if 
any) received from the swap counterparty and cap payments (if any) received from
the cap contract counterparty described in this prospectus supplement.          

Excess Interest and Overcollateralization. The overcollateralization amount is  
the excess of the aggregate outstanding principal balance of the mortgage loans 
over the aggregate principal balance of the offered certificates. On the closing
date, the overcollateralization amount will equal approximately 2.20% of the    
aggregate outstanding principal balance of the mortgage loans as of the cut-off 
date. Generally, because more interest is required to be paid by the mortgagors 
than is necessary to pay the interest accrued on the certificates and the       
expenses of the issuing entity, including any net swap payments (if any) owed to
the swap counterparty, there is expected to be excess interest each month. On   
each distribution date, the issuing entity will apply some or all of the excess 
interest as a principal payment on the most senior class or classes of          
certificates then outstanding until the overcollateralization target is reached,
resulting in a limited acceleration of amortization of the offered certificates 
relative to the amortization of the mortgage loans. Once the                    
overcollateralization target amount is reached, the acceleration feature will   
cease. If thereafter the overcollateralization amount is reduced below the      
targeted overcollateralization amount as a result of losses on the mortgage     
loans, the issuing entity will again apply some or all of this excess interest  
as principal payments on the most senior classes of certificates then           

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outstanding until the overcollateralization target is restored, again resulting 
in a limited acceleration of amortization of the offered certificates relative  
to the mortgage loans. This acceleration feature is intended to restore the     
required level of overcollateralization. Once the required level of             
overcollateralization is restored, the acceleration feature will again cease,   
unless it becomes necessary again to maintain the required level of             
overcollateralization. The actual level of overcollateralization may increase or
decrease over time. This could result in a temporarily faster or slower         
amortization of the certificates. See "Description of the                       
Certificates--Overcollateralization Provisions."                                

Subordination. The rights of the holders of the more junior classes of          
certificates to receive distributions will be subordinated to the rights of the 
holders of the more senior classes of certificates to receive distributions.    

In general, the protection afforded the holders of more senior classes of       
certificates by means of this subordination will be effected in two ways:       

     -    by the preferential right of the holders of the more senior classes to
          receive, prior to any distribution being made on any distribution date
         to the holders of the more junior classes of certificates, the amount
of interest and principal due on the more senior classes of 
   certificates and, if necessary, by the right of the more senior
      holders to receive future distributions on the mortgage loans that
         would otherwise have been allocated to the holders of the more junior
classes of certificates; and                                

-    by the allocation to the more junior classes of certificates (in 
        inverse order of seniority) of losses resulting from the liquidation
        of defaulted mortgage loans or the bankruptcy of mortgagors prior to
the allocation of these losses to the more senior classes of
       certificates, until their respective certificate principal balances
have been reduced to zero.                                  

See "Description of the Certificates--Subordination of the Payment of the       
Subordinate Certificates."                                                      

The chart below summarizes the relative seniority of the various classes of     
certificates and indicates the initial level of credit support provided to the  
various classes of certificates which assumes that the targeted                 
overcollateralization amount has been reached. The initial level of credit      
support includes the initial overcollateralization level of approximately 2.20%.

                                                                [Download Table]

                                    INITIAL
                    CREDIT           CREDIT
CLASS(ES)          SUPPORT          SUPPORT
---------   ---------------------   -------
                                           
A           class M-1,               16.55%
            class M-2,                     
            class M-3,                     
            class M-4,                     
            class M-5,                     
            class M-6,                     
            class B-1,                     
            class B-2,                     
            class B-3                      
M-1         class M-2,               13.10%
            class M-3,                     
            class M-4,                     
            class M-5,                     
            class M-6,                     
            class B-1,                     
            class B-2,                     
            class B-3                      
M-2         class M-3,               10.40%
            class M-4,                     
            class M-5,                     
            class M-6,                     
            class B-1,                     
            class B-2,                     
            class B-3                      
M-3         class M-4,                8.75%
            class M-5,                     
            class M-6,                     
            class B-1,                     
            class B-2,                     
            class B-3                      
M-4         class M-5,                7.30%
            class M-6,                     
            class B-1,                     
            class B-2,                     
            class B-3                      
M-5         class M-6,                5.90%
            class B-1,                     
            class B-2,                     
            class B-3                      
M-6         class B-1,                4.95%
            class B-2,                     
            class B-3                      
B-1         class B-2,                3.95%
            class B-3                      
B-2         class B-3                 3.40%

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                                                                [Download Table]

                                    INITIAL
                    CREDIT           CREDIT
CLASS(ES)          SUPPORT          SUPPORT
---------   ---------------------   -------
                                           
B-3         Overcollateralization     2.20%

Interest Rate Swap Agreement. Any net swap payment received pursuant to the     
interest rate swap agreement will be applied to pay interest shortfalls,        
maintain overcollateralization, repay losses and pay basis risk shortfalls for  
the related certificates.                                                       

See "Description of the Certificates - Swap Agreement."                         

Interest Rate Cap Contract. Any cap payment received pursuant to the interest   
rate cap contract will be applied to pay interest shortfalls, maintain          
overcollateralization, repay losses and pay basis risk shortfalls for the       
related certificates.                                                           

See "Description of the Certificates - Cap Agreement."                          

OPTIONAL TERMINATION

Subject to restrictions described in this prospectus supplement, before the     
first distribution date after the distribution date on which the aggregate      
unpaid principal balance of the mortgage loans is reduced to less than or equal 
to 10% of the aggregate stated principal balance of the mortgage loans as of the
cut-off date, the trustee will be directed, pursuant to the pooling and         
servicing agreement, to attempt to terminate the trust fund through a one-time  
auction process mutually acceptable to the trustee and the depositor.           

If the trust fund is not terminated because the trustee did not receive a       
sufficient purchase price at least equal to the sum of (i) the aggregate        
outstanding principal balance of the mortgage loans (or if such mortgage loan is
an REO property, the fair market value of such REO property), plus accrued      
interest thereon through the due date preceding distribution of the proceeds,   
(ii) any unreimbursed fees and out-of-pocket costs and expenses and indemnity   
amounts owed to the trustee (including any amounts incurred by the trustee in   
connection with conducting such auction) or the servicer and all unreimbursed   
advances and servicing advances, (iii) any unreimbursed costs, penalties and/or 
damages incurred by the issuing entity in connection with any violation relating
to any of the mortgage loans of any predatory or abusive lending law and (iv)   
any swap termination payment, other than a defaulted swap termination payment,  
owed to the swap counterparty, then Home Loan Services, Inc., as servicer, may, 
on any distribution date thereafter, purchase all of the mortgage loans, which  
similarly would result in the termination of the trust fund.                    

See "The Pooling and Servicing Agreement--Optional Termination" for more        
information.                                                                    

EXCHANGE ACT FILINGS

The issuing entity will file Distribution Reports on Form 10-D, Annual Reports  
on Form 10-K and (if applicable) Current Reports on Form 8-K with the Securities
and Exchange Commission (the "Commission") regarding the certificates, to the   
extent, and for such time, as it shall be required to do so under the Securities
Exchange Act of 1934, as amended. Such reports will be filed under the name     
"Merrill Lynch Mortgage Investors, Inc" (Commission file no. 333-140436).       
Members of the public may read and copy any materials filed with the Commission 
at the Commission's Public Reference Room at 100 F Street, N.E., Washington,    
D.C. 205449. Members of the public may obtain information regarding the         
operation of the Public Reference Room by calling the Commission at             
1-800-SEC-0330. The Commission maintains an internet site that contains reports,
proxy and information statements, and other information regarding issuers that  
file electronically with the Commission. The address of that internet site is   
http://www.sec.gov.                                                             

LEGAL INVESTMENT

Generally, the offered certificates that are rated in one of the two highest    
rating categories by at least one nationally recognized statistical rating      
organization will constitute "mortgage related securities" under the Secondary  
Mortgage Market Enhancement Act of 1984, as amended. The other offered          
certificates will not constitute "mortgage related securities" under the        
Secondary Mortgage Market Enhancement Act of 1984, as amended. We make no       
representation as to the appropriate characterization of the offered            
certificates under any laws relating to investment restrictions. You should     
consult your own counsel as to whether you have the legal authority to invest in
these securities.                                                               

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See "Risk Factors--Certain of the offered certificates lack SMMEA eligibility   
and may lack liquidity, which may limit your ability to resell the certificates"
in this prospectus supplement and "Legal Investment" in this prospectus         
supplement and the prospectus.                                                  

 FEDERAL INCOME TAX CONSEQUENCES

For federal income tax purposes, the trust fund, other than the corridor        
contract account, rights to receive payments on the corridor contracts, the     
interest rate swap agreement, the interest rate cap contract, the supplemental  
interest trust and the rights to receive prepayment charges, will elect to be   
treated as multiple real estate mortgage investment conduits ("REMICs") in a    
tiered structure. For federal income tax purposes, the offered certificates     
(other than the class R certificate) will represent ownership of regular        
interests in a REMIC and the right to receive, and the obligation to make,      
payments under certain non-REMIC contracts. To the extent that the offered      
certificates (other than the class R certificate) represent regular interests in
a REMIC, they will generally be treated as debt instruments for federal income  
tax purposes. Holders of offered certificates will be required to include in    
income all interest and original issue discount on the portion of their offered 
certificates that represents a regular interest in a REMIC, in accordance with  
the accrual method of accounting. See "Federal Income Tax Consequences" in this 
prospectus supplement and "Material Federal Income Tax Consequences" in the     
prospectus for a discussion of the federal income tax treatment of a holder of a
regular interest in a REMIC and for a discussion of the federal income tax      
consequences associated with the deemed rights to receive, and the obligation to
make, payments under the non-REMIC contracts.                                   

For federal income tax purposes, the class R certificate will represent the     
residual interest in each of the REMICs included in the trust fund and the right
to receive, and the obligation to make, payments under certain non-REMIC        
contracts. The class R certificate will not be treated as a debt instrument for 
federal income tax purposes. The beneficial owner of the class R certificate    
will be required to include the taxable income or loss of the REMICs in         
determining its taxable income. All or most of the taxable income of the REMICs 
includable by the beneficial owner of the class R certificate will be treated as
"excess inclusion" income which is subject to special limitations for federal   
income tax purposes. As a result of this tax treatment, the after-tax return on 
the class R certificate may be significantly lower than would be the case if the
class R certificate were taxed as a debt instrument, or may be negative.        

See "Federal Income Tax Consequences--Class R Certificate."                     

Additionally, the class R certificate will be treated as a "noneconomic residual
interest" for tax purposes and, as a result, certain transfers of the class R   
certificate may be disregarded for federal income tax purposes, with the        
transferor continuing to have tax liabilities for the transferred certificates. 

See "Description of the Certificates--Restrictions on Transfer of the Class R   
Certificate" and "Federal Income Tax Consequences--Class R Certificate" in this 
prospectus supplement and "Material Federal Income Tax Consequences--Tax-Related
Restrictions on Transfers of REMIC Residual Certificates" in the prospectus.    

ERISA CONSIDERATIONS

Under current law, in general, the offered certificates (other than the class R 
certificate) will be eligible for acquisition by retirement or other employee   
benefit plans subject to Title I of the Employee Retirement Income Security Act 
of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as   
amended. However, prior to the termination of the interest rate swap agreement  
and the interest rate cap contract, such employee benefit plans or plans subject
to Section 4975 may not acquire the offered certificates unless such acquisition
and holding will not constitute or result in a non-exempt prohibited transaction
under Title I of ERISA or Section 4975 of the Code. Prospective investors should
consult with legal counsel regarding the consequences of the acquisition and    
holding of the offered certificates by such a retirement or other employee      
benefit plan.                                                                   

See "ERISA Considerations" herein and in the prospectus.                        

 RATINGS

Moody's Investors Services, Inc. and Standard & Poor's Rating Services, a       
division of the McGraw-Hill Companies, Inc., will issue the ratings with respect
to the offered certificates.                                                    

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The offered certificates are required to receive the ratings indicated under the
heading "Anticipated Ratings" in the chart shown on page S-4 of this prospectus 
supplement.                                                                     

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 any rating agency. The  
ratings on the certificates address the likelihood of the receipt by holders of 
the certificates of all distributions on the underlying mortgage loans to which 
they are entitled. They do not represent any assessment of the likelihood or    
rate of principal prepayments or the likelihood that any interest carry forward 
amount will be paid.                                                            

See "Ratings."                                                                  

THE MORTGAGE LOANS

As of the cut-off date, the mortgage loans consisted of approximately 10,755    
conventional mortgage loans evidenced by promissory notes having an aggregate   
principal balance of approximately $2,234,527,127.                              

We will divide the mortgage loans into two separate groups referred to as group 
one and group two. Group one will consist of first lien fixed rate and          
adjustable rate mortgage loans that had a principal balance at origination of no
more than $417,000 if a single-unit property (or $625,500 if the property is    
located in Hawaii or Alaska), $533,850 if a two-unit property (or $800,775 if   
the property is located in Hawaii or Alaska), $645,300 if a three-unit property 
(or $967,950 if the property is located in Hawaii or Alaska), or $801,950 if a  
four-unit property (or $1,202,925 if the property is located in Hawaii or       
Alaska). Group two will consist of first lien, fixed rate and adjustable rate   
mortgage loans that had a principal balance at origination that may or may not  
conform to the criteria specified above for mortgage loans included in group    
one.                                                                            

The following tables summarize approximate characteristics of the mortgage pool 
as of March 1, 2007 (which we refer to herein as the "cut-off date"). When we   
refer to percentages of mortgage loans in the following tables, we are          
describing the percentage of the aggregate principal balance of the mortgage    
loans in the trust fund as of the cut-off date. The sum of the percentages may  
not equal 100.00% due to rounding. For additional information on the mortgage   
loans, see "The Mortgage Pool" and "Annex II--The Mortgage Loans."              

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 THE MORTGAGE POOL

 MORTGAGE LOAN CHARACTERISTICS

                                                                [Download Table]
                                                                     
Number of mortgage loans                                      10,755 
Aggregate outstanding principal balance               $2,234,527,127 
Percentage of mortgage loans with prepayment                         
   charges at origination                                      63.24%
Weighted average prepayment term at origination for                  
   loans with prepayment charges (in months)                      27 

                                                        [Enlarge/Download Table]

                                                     AVERAGE OR                          
                                                  WEIGHTED AVERAGE          RANGE        
                                                  ----------------  ---------------------
                                                                                         
Outstanding principal balance(1)                      $207,766      $24,983 to $1,579,094
Original principal balance(1)                         $207,828      $25,000 to $1,579,094
Current mortgage rates(2)                                7.963%       5.250% to 13.200%  
Original loan-to-value ratio(2)                          82.76%       11.07% to 100.00%  
Stated remaining term to maturity (in months)(2)           358           178 to 360      
Credit score(2)                                            652           540 to 819      
Maximum mortgage rates(2)(3)                            13.810%      11.250% to 17.800%  
Minimum mortgage rates(2)(3)                             7.810%       5.250% to 11.800%  
Gross margin(2)(3)                                       5.485%       2.750% to 6.400%   
Initial rate cap(2)(3)                                   2.995%       1.000% to 3.000%   
Periodic rate cap(2)(3)                                  1.000%       1.000% to 1.000%   
Months to roll(2)(3)                                        28             5 to 60       

----------                                                                      
(1)  Indicates average.                                                         

(2)  Indicates weighted average.                                                

(3)  Adjustable rate mortgage loans only.                                       

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RISK FACTORS

NATURE OF SUB-PRIME MORTGAGE LOANS MAY INCREASE RISK OF LOSS                    

   Some of the mortgage loans may be of sub-prime credit quality; i.e., they
do not meet the customary credit standards of Freddie Mac and Fannie Mae.       
Delinquencies and liquidation proceedings are more likely with these mortgage   
loans than with mortgage loans that satisfy such credit standards. In the event 
these mortgage loans do become delinquent or subject to liquidation, you may    
face delays in receiving payment and may suffer losses if the credit            
enhancements are insufficient to cover the delays and losses.                   

RECENT DEVELOPMENTS IN THE RESIDENTIAL MORTGAGE MARKET MAY ADVERSELY AFFECT THE 
MARKET VALUE OF THE CERTIFICATES                                                

  Investors should note that the residential mortgage market in the United
States has recently encountered a variety of difficulties and changed economic  
conditions that may adversely affect the performance or market value of your    
certificates.                                                                   

In recent months, delinquencies and losses with respect to residential
mortgage loans generally have increased and may continue to increase,           
particularly in the subprime sector. In addition, in recent months residential  
property values in many states have declined or remained stable, after extended 
periods during which those values appreciated. A continued decline or an        
extended flattening in those values may result in additional increases in       
delinquencies and losses on residential mortgage loans generally, especially    
with respect to second homes and investor properties, and with respect to any   
residential mortgage loans where the aggregate loan amounts (including any      
subordinate loans) are close to or greater than the related property values.    

   Another factor that may have contributed to, and may in the future result
in, higher delinquency rates is the increase in monthly payments on adjustable  
rate mortgage loans. Any increase in prevailing market interest rates may result
in increased payments for borrowers who have adjustable rate mortgage loans.    
Moreover, with respect to hybrid mortgage loans after their initial fixed rate  
period, borrowers may experience a substantial increase in their monthly payment
even without an increase in prevailing market interest rates. Borrowers seeking 
to avoid these increased monthly payments by refinancing their mortgage loans   
may no longer be able to find available replacement loans at comparably low     
interest rates. A decline in housing prices may also leave borrowers with       
insufficient equity in their homes to permit them to refinance, and in addition 
many mortgage loans have prepayment charges that inhibit refinancing.           
Furthermore, borrowers who intend to sell their homes on or before the          
expiration of the fixed rate periods on their mortgage loans may find that they 
cannot sell their properties for an amount equal to or greater than the unpaid  
principal balance of their mortgage loans. These events, alone or in            
combination, may contribute to higher delinquency rates. These general market   
conditions may affect the performance of the mortgage loans backing your        
certificates and, even if they do not affect performance, may adversely affect  
the market value of your certificates.                                          

VALUE OF THE MORTGAGE LOANS MAY BE AFFECTED BY, AMONG OTHER THINGS, A DECLINE IN
REAL ESTATE VALUES, WHICH MAY RESULT IN LOSSES ON THE OFFERED CERTIFICATES      

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 so that the outstanding balances of the   
mortgage loans, and any secondary financing on the mortgaged properties, in the 
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
some                                                                            

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areas of the United States, real estate values have risen at a greater rate in  
recent years than in the past. In particular, mortgage loans with high principal
balances or high loan-to-value ratios will be affected by any decline in real   
estate values. Real estate values in any area of the country may be affected by 
several factors, including population trends, mortgage interest rates, and the  
economic well-being of that area. Any decrease in the value of the mortgage     
loans may result in the allocation of losses which are not covered by credit    
enhancement to the offered certificates or notes.                               

THE OVERCOLLATERALIZATION PROVISIONS OF THE TRUST FUND WILL AFFECT THE YIELDS TO
MATURITY OF THE CERTIFICATES                                                    

The overcollateralization provisions of the trust fund will affect the
weighted average lives of the certificates and consequently the yields to       
maturity of the certificates. To the extent necessary to maintain the required  
amount of overcollateralization, net monthly excess interest will be applied as 
distributions of principal to the most senior class or classes of certificates  
then outstanding. This application of net monthly excess interest will continue 
until the required level of overcollateralization is reached (and will resume   
thereafter if the overcollateralization level is reduced below the required     
level due to losses on the mortgage loans) and will have the effect of reducing 
the weighted average lives of the certificates. The actual required amount of   
overcollateralization may change from distribution date to distribution date,   
producing uneven distributions of accelerated payments in respect of principal  
under these circumstances. We cannot predict whether, or to what degree, it will
be necessary to apply net monthly excess interest as distributions of principal 
in order to maintain the required amount of overcollateralization.              

   Net monthly excess interest generally is the excess of interest collected
or advanced on the mortgage loans over the interest required to pay interest on 
the offered certificates, any net swap payments or swap termination payment to  
the swap counterparty and the issuing entity expenses. Mortgage loans with      
higher interest rates will contribute more interest to the net monthly excess   
interest. Mortgage loans with higher interest rates may prepay faster than      
mortgage loans with relatively lower interest rates in response to a given      
change in market interest rates. Any disproportionate prepayments of mortgage   
loans that have higher interest rates may adversely affect the amount of net    
monthly excess interest.                                                        

As a result of the interaction of these factors, the effect of the    
overcollateralization provisions on the weighted average lives of the offered   
certificates may vary significantly over time. See "Yield, Prepayment and       
Maturity Considerations" in this prospectus supplement and "Yield               
Considerations- Prepayments-Maturity and Weighted Average Life" in the          
prospectus.                                                                     

PREPAYMENTS ON THE MORTGAGE LOANS WILL AFFECT THE YIELDS TO MATURITY OF THE     
CERTIFICATES                                                                    

    The yields to maturity and weighted average lives of the certificates will
be affected primarily by the rate and timing of principal payments (including   
prepayments, liquidations, repurchases and defaults) of, and losses on, the     
mortgage loans. Prepayment experience may be affected by many factors, including
general economic conditions, interest rates and the availability of alternative 
financing, homeowner mobility and the solicitation of mortgagors to refinance   
their mortgage loans. The servicer may solicit or refer to a mortgage originator
any mortgagor for refinancing or otherwise take action to encourage refinancing.
Any such solicitation or action may cause the rate of prepayments on the        
mortgage loans to occur at a faster rate than might otherwise be the case. In   
addition, substantially all of the mortgage loans contain due-on-sale           
provisions. The servicer is required to enforce these provisions unless         
enforcement is not permitted by applicable law, in certain other circumstances  
as described in the pooling and servicing agreement, or, if the servicer, in a  
manner consistent with accepted servicing practices, determines that the trust  
fund would benefit by not enforcing these provisions.                           

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   To the extent permitted by applicable law, unless permitted by acceptable
servicing practices, any assumption will not release the original borrower from 
its obligation under the mortgage loan. See "Yield, Prepayment and Maturity     
Considerations" in this prospectus supplement and "Certain Legal Aspects of     
Mortgage Loans-Due-on-Sale Clauses" in the prospectus for a description of the  
provisions of the mortgage loans that may affect their prepayment experience.   

The trustee will be directed in the pooling and servicing agreement to
conduct a one-time auction of the assets remaining in the trust fund in an      
attempt to terminate the trust fund after the aggregate unpaid principal balance
of the mortgage loans and any properties that the trust fund acquired in        
satisfaction of any of the mortgage loans is reduced to less than or equal to   
10% of the aggregate stated principal balance of the mortgage loans as of the   
cut-off date. If the auction fails to realize a sufficient purchase price, the  
servicer may, on any distribution date thereafter, purchase all of the mortgage 
loans. Any such purchase will cause a termination of the trust fund. A swap     
termination payment may be owed to the swap counterparty upon the termination of
the trust fund. Any such swap termination payment, as well as any unreimbursed  
fees, out-of-pocket costs, expenses or advances made or owed to the trustee or  
the servicer, shall be included in the calculation of the price to be paid in   
order to effect the auction termination of the trust fund.                      

     The yields on the classes of offered certificates will also be sensitive to
the level of one-month LIBOR and the level of the mortgage index. In addition,  
the yield to maturity of any offered certificates that you purchase at a        
discount or premium will be more sensitive to the rate and timing of payments   
thereon. You should consider, in the case of any offered certificates that you  
purchase at a discount, the risk that a slower than anticipated rate of         
principal payments could result in an actual yield that is lower than the       
anticipated yield and, in the case of any offered certificates that you purchase
at a premium, the risk that a faster than anticipated rate of principal payments
could result in an actual yield that is lower than the anticipated yield.       
Because approximately 63.24% of the mortgage loans contain prepayment charges,  
the rate of principal prepayments during the term of such prepayment charges may
be less than the rate of principal prepayments for mortgage loans that do not   
contain prepayment charges; however, principal prepayments of the mortgage loans
could be expected to increase, perhaps materially, at or near the time of the   
expiration of such prepayment charges. We cannot make any representation as to  
the anticipated rate of prepayments on the mortgage loans, the amount and timing
of losses on the mortgage loans, the level of one-month LIBOR or the related    
mortgage index or the resulting yield to maturity of any offered certificates.  
Any reinvestment risks resulting from a faster or slower incidence of           
prepayments on the mortgage loans will be borne entirely by the                 
certificateholders as described in this prospectus supplement. See "Yield,      
Prepayment and Maturity Considerations" in this prospectus supplement and "Yield
Considerations - Prepayments - Maturity and Weighted Average Life" in the       
prospectus.                                                                     

THE SERVICER MAY ENTER INTO PROGRAMS THAT COULD LEAD TO THE REFINANCING OF SOME 
MORTGAGE LOANS                                                                  

     The servicer may enter into programs with third parties that may or may not
be affiliated with the servicer or the depositor, which programs may be designed
to encourage refinancing. As a result of these programs, the rate of principal  
prepayments of the mortgage loans in the mortgage pool may be higher than would 
otherwise be the case.                                                          

MORTGAGE LOANS ORIGINATED OR ACQUIRED UNDER THE UNDERWRITING GUIDELINES         
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT CARRY A RISK OF HIGHER DELINQUENCIES    

     The underwriting guidelines used by First Franklin Financial Corporation in
connection with the origination and acquistion of the mortgage loans in the     
trust fund consider the credit quality of a mortgagor and the value of the      
mortgaged property. The mortgagors generally do not qualify for loans           

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conforming to Fannie Mae or Freddie Mac guidelines. Furthermore, the            
underwriting guidelines used in connection with the origination or acquisition  
of the mortgage loans in the trust fund do not prohibit a borrower from         
obtaining secondary financing on the mortgaged property. Secondary financing    
would reduce the borrower's equity in the related mortgaged property.           

As a result of the underwriting guidelines used in connection with the
origination or acquisition of the mortgage loans in the trust fund, the mortgage
loans are likely to experience rates of delinquency, foreclosure and bankruptcy 
that are higher, and that may be substantially higher, than those experienced by
mortgage loans underwritten to Fannie Mae and Freddie Mac conforming guidelines.
Furthermore, changes in the values of mortgaged properties may have a greater   
effect on the delinquency, foreclosure, bankruptcy and loss experience of the   
mortgage loans than on mortgage loans originated in a more traditional manner.  
Similarly, an overall general decline in residential real estate values could   
cause a particularly severe decline in the value of the mortgaged properties    
relating to mortgage loans in the trust fund. We cannot provide any assurance   
that the mortgaged properties will not experience an overall decline in value.  

THE INTEREST RATE ON THE CERTIFICATES MAY BE CAPPED DEPENDING ON FLUCTUATIONS IN
ONE-MONTH LIBOR AND SIX-MONTH LIBOR                                             

The pass-through rates on the classes of offered certificates are     
calculated based upon the value of an index (one-month LIBOR) that is different 
from the value of the index applicable to all of the adjustable rate mortgage   
loans (six-month LIBOR) in the mortgage pool as described under "The Mortgage   
Pool-General" and are subject to the related available funds caps and maximum   
rate caps. In addition, the fixed rate mortgage loans have mortgage rates that  
are not dependent on any index.                                                 

     The class A-1 available funds cap effectively limits the amount of interest
accrued on the class A-1 and class R certificates to a per annum rate equal to  
the product of (a) 12, (b) an amount obtained by dividing the amount of interest
due on the group one mortgage loans, less certain amounts, including any pro    
rata amounts owed to the swap counterparty (other than any swap termination     
payment that is the result of an event of default or certain termination events 
with respect to the swap counterparty), by the aggregate stated principal       
balance of the group one mortgage loans as of the first day of the related      
accrual period and (c) a fraction, the numerator of which is 30 and the         
denominator of which is the actual number of days in the related accrual period.
The class A-2 available funds cap effectively limits the amount of interest     
accrued on the class A-2 certificates to a per annum rate equal to the product  
of (a) 12, (b) an amount obtained by dividing the amount of interest due on the 
group two mortgage loans, less certain amounts, including any pro rata amounts  
owed to the swap counterparty (other than any swap termination payment that is  
the result of an event of default or certain termination events with respect to 
the swap counterparty), by the aggregate stated principal balance of the group  
two mortgage loans as of the first day of the related accrual period and (c) a  
fraction, the numerator of which is 30 and the denominator of which is the      
actual number of days in the related accrual period. The subordinate certificate
available funds cap effectively limits the amount of interest accrued on the    
class M and class B certificates to a per annum rate equal to the weighted      
average of the available funds cap for the class A-1 and class R certificates   
and the available funds cap for the class A-2 certificates (weighted in         
proportion to the results of subtracting from the aggregate principal balance of
each mortgage group the current principal balance of the class A-1 and class R  
certificates, in the case of group one, or the class A-2 certificates, in the   
case of group two).                                                             

   Various factors may cause an available funds cap described above to limit
the amount of interest that would otherwise accrue on the offered certificates. 
First, this can result if one-month LIBOR increases more rapidly than six-month 
LIBOR. In addition, the pass-through rates on the offered certificates adjust   
monthly, while the interest rates on the adjustable rate mortgage loans adjust  
less                                                                            

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frequently and the interest rates on the fixed rate mortgage loans remain       
constant, with the result that the operation of the related available funds cap 
described above may limit increases in the pass-through rates for extended      
periods in a rising interest rate environment. The adjustable rate mortgage     
loans are also subject to periodic (i.e., semi-annual) adjustment caps and      
maximum rate caps, and the weighted average margin is subject to change based   
upon prepayment experience, which also may result in an available funds cap     
described above limiting increases in the pass-through rates for the offered    
certificates. Finally, the adjustable rate mortgage loans accrue interest on the
basis of a 360-day year assumed to consist of twelve 30-day months, while       
calculations of interest on the offered certificates will be made on the basis  
of the actual number of days elapsed and a year of 360 days. This may result in 
an available funds cap limiting the pass-through rates for the related offered  
certificates in some periods. Consequently, the interest that becomes due on the
adjustable rate mortgage loans (net of the servicing fee and the net swap       
payments (if any) owed to the swap counterparty and the swap termination payment
(if any) owed to the swap counterparty (other than defaulted swap termination   
payments)) with respect to any distribution date may not equal the amount of    
interest that would accrue at one-month LIBOR plus the applicable margin on the 
classes of offered certificates during the related period. Furthermore, if the  
related available funds cap described above determines the pass-through rate for
a class of offered certificates for a distribution date, the market value of    
those certificates may be temporarily or permanently reduced.                   

     In addition, the pass-through rate on each class of offered certificates is
subject to the related maximum rate cap, which limits the pass-through rate on  
each class of certificates based on the related net maximum lifetime mortgage   
rates on the adjustable rate mortgage loans and the net mortgage rates on the   
fixed rate mortgage loans. These maximum rate caps may limit increases in the   
pass-through rates on the offered certificates. This may occur even if there is 
sufficient interest collected on the mortgage loans in the trust fund, net of   
trust fund expenses, to pay interest on the offered certificates without giving 
effect to the related maximum rate cap.                                         

THE PROTECTION AFFORDED TO YOUR CERTIFICATES BY SUBORDINATION IS LIMITED        

The rights of the class M-1 certificates to receive distributions with
respect to the mortgage loans will be subordinate to the rights of the class A  
certificates to receive those distributions; the rights of the class M-2        
certificates to receive distributions with respect to the mortgage loans will be
subordinate to the rights of the class A and class M-1 certificates to receive  
those distributions; the rights of the class M-3 certificates to receive        
distributions with respect to the mortgage loans will be subordinate to the     
rights of the class A, class M-1 and class M-2 certificates to receive those    
distributions; the rights of the class M-4 certificates to receive distributions
with respect to the mortgage loans will be subordinate to the rights of the     
class A, class M-1, class M-2 and class M-3 certificates to receive those       
distributions; the rights of the class M-5 certificates to receive distributions
with respect to the mortgage loans will be subordinate to the rights of the     
class A, class M-1, class M-2, class M-3 and class M-4 certificates to receive  
those distributions; the rights of the class M-6 certificates to receive        
distributions with respect to the mortgage loans will be subordinate to the     
rights of the class A, class M-1, class M-2, class M-3, class M-4 and class M-5 
certificates to receive those distributions; the rights of the class B-1        
certificates to receive distributions with respect to mortgage loans will be    
subordinate to the rights of the class A and class M certificates to receive    
those distributions; the rights of the class B-2 certificates to receive        
distributions with respect to mortgage loans will be subordinate to the rights  
of the class A, class M and class B-1 certificates to receive those             
distributions; and the rights of the class B-3 certificates to receive          
distributions with respect to mortgage loans will be subordinate to the rights  
of the class A, class M, class B-1 and class B-2 certificates to receive those  
distributions. This subordination is intended to enhance the likelihood of      
regular receipt by higher-ranking classes of certificates of the full amount of 
the monthly distributions allocable to them and to afford protection against    
losses.                                                                         

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ALLOCATION OF LOSSES TO THE CLASS M AND CLASS B CERTIFICATES MAKES THE YIELD TO 
MATURITY ON THOSE CLASSES OF CERTIFICATES SENSITIVE TO DEFAULTS ON THE MORTGAGE 
LOANS                                                                           

   If realized losses are incurred with respect to the mortgage loans to the
extent that the aggregate certificate principal balance of the offered          
certificates exceeds, after distributions on such distribution date, the        
aggregate stated principal balance of the mortgage loans, the certificate       
principal balances of the class M and class B certificates will be reduced in   
reverse order of seniority (first to the class B-3 certificates, second to the  
class B-2 certificates, third to the class B-1 certificates, fourth to the class
M-6 certificates, fifth to the class M-5 certificates, sixth to the class M-4   
certificates, seventh to the class M-3 certificates, eighth to the class M-2    
certificates, and ninth to the class M-1 certificates) by the amount of the     
excess until the balance of each such class has been reduced to zero.           
Consequently, the yields to maturity on each class of the class M and class B   
certificates will be sensitive, in varying degrees, to defaults on the mortgage 
loans and the timing of these defaults. Investors should fully consider the     
risks associated with an investment in the class M and class B certificates,    
including the possibility that investors may not fully recover their initial    
investments as a result of realized losses.                                     

DELAYS AND EXPENSES CONNECTED WITH THE LIQUIDATION OF MORTGAGED PROPERTIES MAY  
RESULT IN LOSSES TO YOU                                                         

   Even assuming that the mortgaged properties provide adequate security for
the mortgage loans, there could be substantial delays in connection with the    
liquidation of mortgage loans that are delinquent and resulting shortfalls in   
distributions to you could occur. Further, liquidation expenses, such as legal  
fees, real estate taxes and maintenance and preservation expenses, will reduce  
the security for the mortgage loans and thereby reduce the proceeds payable to  
you. If any of the mortgaged properties fail to provide adequate security for   
the related mortgage loans, you could experience a loss, particularly if you are
a holder of one of the most subordinate classes.                                

RATINGS ON THE CERTIFICATES DO NOT ADDRESS ALL OF THE FACTORS YOU SHOULD        
CONSIDER WHEN PURCHASING CERTIFICATES                                           

   The rating of each class of offered certificates will depend primarily on
an assessment by the rating agencies of the mortgage loans as well as the       
structure of the transaction. The rating by the rating agencies of any class of 
offered certificates is not a recommendation to purchase, hold or sell any rated
certificates, inasmuch as the rating does not comment as to the market price or 
suitability for a particular investor. There is no assurance that the ratings   
will remain in place for any given period of time or that the ratings will not  
be qualified, lowered or withdrawn by the rating agencies. In general, the      
ratings address credit risk and do not address the likelihood of prepayments or 
the likelihood that any floating rate certificate carryover amounts will be     
paid. See "Ratings."                                                            

COLLECTIONS ON THE MORTGAGE LOANS MAY BE DELAYED OR REDUCED IF THE SPONSOR OR   
THE SERVICER BECOMES INSOLVENT                                                  

     The sale of the mortgage loans from First Franklin Financial Corporation to
Merrill Lynch Mortgage Lending, Inc. and from Merrill Lynch Mortgage Lending,   
Inc. to Merrill Lynch Mortgage Investors, Inc. will each be treated as a sale of
the mortgage loans. However, in the event of an insolvency of First Franklin    
Financial Corporation or Merrill Lynch Mortgage Lending, Inc., the conservator, 
receiver or trustee in bankruptcy of such entity may attempt to recharacterize  
the mortgage loan sale as a borrowing by the applicable entity, secured by a    
pledge of the applicable mortgage loans. If this transfer was to be challenged, 
delays in payments of the certificates and reductions in the amounts of these   
payments could occur.                                                           

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    In the event of a bankruptcy or insolvency of Home Loan Services, Inc., as
servicer, the bankruptcy trustee or receiver may have the power to prevent      
LaSalle Bank National Association, as trustee, or the certificateholders from   
appointing a successor servicer. Regardless of whether a successor servicer is  
appointed, any termination of Home Loan Services, Inc., as servicer (whether due
to bankruptcy or insolvency or otherwise), could adversely affect the servicing 
of the mortgage loans, including the delinquency experience of the mortgage     
loans.                                                                          

THE OFFERED CERTIFICATES MAY BE INAPPROPRIATE FOR INDIVIDUAL INVESTORS          

  The offered certificates may not be an appropriate investment for you if
you do not have sufficient resources or expertise to evaluate the particular    
characteristics of the applicable class of certificates. This may be the case   
because, among other things:                                                    

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

          -    The rates of principal distributions on, and the weighted average
         lives of, the offered certificates will be sensitive to the
       uncertain rate and timing of principal prepayments on the
              mortgage loans and the priority of principal distributions among
           the classes of certificates, and for that reason, the offered
          certificates may be inappropriate investments for you 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 amounts distributed in respect of
         principal 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 rates on
the certificates; or                              

-    It is possible that a secondary market for the offered 
              certificates will not develop or that your investment may not be
              liquid. Lack of liquidity could result in a substantial decrease
in the market value of your certificates.         

You should also carefully consider the further risks and other special
considerations discussed above and under the heading "Yield, Prepayment and     
Maturity Considerations" in this prospectus supplement, and in the prospectus   
under the heading "Risk Factors."                                               

ADDITIONAL SUBORDINATE LIENS ON THE MORTGAGE LOANS MAY INCREASE RISK OF LOSS    

    Certain of the mortgage loans may have been originated simultaneously with
a second lien mortgage loan. These second lien mortgage loans are not to be     
included in the trust fund. With respect to mortgage loans that have junior lien
mortgage loans encumbering the same mortgaged property, foreclosure frequency   
may be increased relative to mortgage loans that do not have subordinate        
financing behind them because mortgagors have less equity in the mortgaged      
property. Further, a servicer may declare a default on the junior lien mortgage 
loan even though the first lien mortgage loan is current, which would constitute
a default on the first lien mortgage loan. In addition to the mortgage loans    
discussed above that have simultaneous subordinate financing provided by the    
originator, with respect to certain other mortgage loans, at the time of        
origination of the first lien mortgage loan, the related mortgaged property was 
also encumbered by a second lien mortgage loan to a mortgagee other than the    
related originator. Investors should also note that any mortgagor may obtain    
subordinate financing at any                                                    

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time subsequent to the date of origination of their mortgage loans from the     
originator or from any other lender.                                            

CREDIT SCORES ARE NOT AN INDICATOR OF FUTURE PERFORMANCE OF BORROWERS           

Investors should be aware that credit scores are based on past payment
history of the borrower. Investors are encouraged not to rely on credit scores  
as an indicator of future borrower performance. The credit score used for the   
purpose of this prospectus supplement is the FICO score. The FICO score is a    
statistical ranking of likely future credit performance developed by Fair, Isaac
& Company and the three national credit repositories-Equifax, Trans Union and   
First American (formerly Experian, which was formerly TRW). The FICO scores     
available from the three national credit repositories are calculated by the     
assignment of weightings to the most predictive data collected by the credit    
repositories and range from the 300's to the 900's. Although FICO scores are    
based solely on the information at the particular credit repository, FICO scores
have been calibrated to indicate the same level of credit risk regardless of    
which credit repository is used. FICO scores are used along with, but not       
limited to, mortgage payment history, seasoning on bankruptcy and/or            
foreclosure, and is not a substitute for the underwriter's judgment.            

THE GEOGRAPHIC CONCENTRATION OF MORTGAGE LOANS MEANS YOUR INVESTMENT MAY BE     
ESPECIALLY SENSITIVE TO ECONOMIC CONDITIONS IN PARTICULAR STATES                

  As of the cut-off date, approximately 21.39%, 10.10%, 7.37% and 6.11% of
the mortgaged properties relating to the mortgage loans were located in         
California, Florida, New York and Illinois, respectively. An overall decline in 
the residential real estate market in these states could adversely affect the   
values of the mortgaged properties securing the related mortgage loans. As the  
residential real estate market is influenced by many factors, including the     
general condition of the economy and interest rates, we cannot assure you that  
the residential real estate markets in these states will not weaken. If the     
residential real estate markets in these states should experience an overall    
decline in property values, the rates of losses on the related mortgage loans   
would be expected to increase, and could increase substantially. Natural        
disasters affect regions of the United States from time to time, and may result 
in increased losses on mortgage loans in those regions, or in insurance payments
that will constitute prepayments of principal of those mortgage loans.          
Properties in these states, particularly California and Florida, may be more    
susceptible than homes located in other parts of the country to certain types of
uninsurable hazards, such as earthquakes and hurricanes, as well as floods,     
wildfires, mudslides and other natural disasters.                               

MORTGAGE LOANS WITH INTEREST-ONLY PAYMENTS MAY EXPERIENCE HIGHER DEFAULT RATES  

 Approximately 22.75% of the aggregate principal balance of the mortgage
loans as of the cut-off date provide for payment of interest at the related     
mortgage rate, but no payment of principal, for a period of five to ten years   
following the origination of the mortgage loan. Following the applicable period,
the monthly payment with respect to each of these mortgage loans will be        
increased to an amount sufficient to amortize the principal balance of the      
mortgage loan over the remaining term and to pay interest at the related        
mortgage rate.                                                                  

 The presence of these mortgage loans will, absent other considerations,
result in longer weighted average lives of the offered certificates than would  
have been the case had these mortgage loans not been included in the trust fund.
If you purchase a certificate at a discount, you should consider that the       
extension of weighted average lives could result in a lower yield than would be 
the case if these mortgage loans provided for payment of principal and interest 
on every payment date. In addition, a borrower may                              

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view the absence of any obligation to make a payment of principal during the    
first five to ten years of the term of a mortgage loan as a disincentive to     
prepayment.                                                                     

If a recalculated monthly payment as described above is substantially 
higher than a borrower's previous interest-only monthly payment, then that      
mortgage loan may be subject to an increased risk of delinquency and loss.      

MORTGAGE LOANS WITH BALLOON PAYMENTS MAY EXPERIENCE HIGHER DEFAULT RATES        

Approximately 43.61% of the mortgage loans as of the cut-off date are 
"balloon loans" that provide for the payment of the unamortized principal       
balance of the mortgage loan in a single payment at maturity. The balloon loans 
provide for equal monthly payments, consisting of principal and interest,       
generally based on a 30, 40 or 50 year amortization schedule and a single       
payment of the remaining balance of the balloon loan due approximately 15 or 30 
years after origination. Amortization of a balloon loan based on a scheduled    
period that is longer than the term of the mortgage loan results in a remaining 
principal balance at maturity that is substantially larger than the regular     
scheduled payments. We do not have any information regarding the default history
or prepayment history of payments on balloon loans. Because borrowers of balloon
loans are required to make substantial single payments upon maturity, it is     
possible that the default risk associated with the balloon loans is greater than
that associated with fully-amortizing loans.                                    

THE MORTGAGE POOL MAY CONTAIN DELINQUENT MORTGAGE LOANS, WHICH MAY DECREASE THE 
AMOUNT OF PRINCIPAL DISTRIBUTED TO YOU                                          

 The trust fund may include mortgage loans that are delinquent as of the
cut-off date. As of the cut-off date, however, none of the mortgage loans will  
be greater than 31 days delinquent. If there are not sufficient funds from      
amounts collected on the mortgage loans, the aggregate amount of principal      
returned to any class of offered certificateholders may be less than the        
certificate principal balance of a class on the day that class was issued.      
Delinquency information presented in this prospectus supplement as of the       
cut-off date is determined and prepared as of the close of business on the last 
business day immediately prior to the cut-off date.                             

CERTAIN OF THE CERTIFICATES LACK SMMEA ELIGIBILITY AND MAY LACK LIQUIDITY, WHICH
MAY LIMIT YOUR ABILITY TO RESELL THE CERTIFICATES                               

The underwriter intends to make a secondary market in the offered     
certificates, but will have no obligation to do so. We cannot assure you that a 
secondary market for any class of offered certificates will develop, or if one  
does develop, that it will continue or provide sufficient liquidity of          
investment or that it will remain for the term of the related class of offered  
certificates. Generally, the class R, class M-4, class M-5, class M-6 and class 
B certificates will not constitute "mortgage related securities" for purposes of
the Secondary Mortgage Market Enhancement Act of 1984, as amended. Accordingly, 
many institutions with legal authority to invest in SMMEA securities will not be
able to invest in the class R, class M-4, class M-5, class M-6 and class B      
certificates, thereby limiting the market for such certificates. In light of    
those risks, you should consult your own counsel as to whether you have the     
legal authority to invest in non-SMMEA securities such as the offered           
certificates. See "Legal Investment" in this prospectus supplement and in the   
prospectus.                                                                     

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PAYMENTS DUE UNDER THE TERMS OF THE CORRIDOR CONTRACTS MAY BE DELAYED, REDUCED  
OR ELIMINATED IF THE CAP CONTRACT COUNTERPARTY, BEAR STEARNS FINANCIAL PRODUCTS 
INC., BECOMES INSOLVENT                                                         

    The trust fund will include three one-month LIBOR corridor contracts, each
corridor contract to be for the benefit of certain classes of the offered       
certificates, under which the cap contract counterparty, Bear Stearns Financial 
Products Inc., is obligated on any distribution date prior to the termination of
the applicable corridor contract to make certain payments to the issuing entity 
in the event that one-month LIBOR (as determined under the related corridor     
contract) exceeds the related lower collar shown in the tables beginning on page
S-69 with respect to that distribution date. Each of the corridor contracts will
terminate immediately following the distribution date in September 2007.        
However, in the event of the insolvency or bankruptcy of the cap contract       
counterparty, payments due under the corridor contracts may be delayed, reduced 
or eliminated. Moreover, any of the corridor contracts may be subject to early  
termination if either party thereto fails to perform or the corridor contract   
becomes illegal or subject to certain kinds of taxation. In the event of early  
termination of a corridor contract, there will not be a replacement corridor    
contract.                                                                       

PAYMENTS DUE UNDER THE TERMS OF THE INTEREST RATE CAP CONTRACT MAY BE DELAYED,  
REDUCED OR ELIMINATED IF THE CAP CONTRACT COUNTERPARTY, BEAR STEARNS FINANCIAL  
PRODUCTS INC., BECOMES INSOLVENT                                                

     The supplemental interest trust will include an interest rate cap contract,
to be for the benefit of the offered certificates, under which the cap contract 
counterparty, Bear Stearns Financial Products Inc., is obligated on any         
distribution date prior to the termination of the cap contract to make certain  
payments to the supplemental interest trust in the event that one-month LIBOR   
(as determined under the interest rate cap contract) exceeds 5.322% with respect
to that distribution date on or after the distribution date in October 2007 and 
on or prior to the distribution date in March 2012. However, in the event of the
insolvency or bankruptcy of the cap contract counterparty, payments due under   
the cap contract may be delayed, reduced or eliminated. Moreover, the cap       
contract may be subject to early termination if either party thereto fails to   
perform or the cap contract becomes illegal or subject to certain kinds of      
taxation. In the event of early termination of the cap contract, there may not  
be a replacement cap contract.                                                  

PAYMENTS DUE UNDER THE TERMS OF THE INTEREST RATE SWAP AGREEMENT MAY BE DELAYED,
REDUCED OR ELIMINATED IF THE INTEREST RATE SWAP COUNTERPARTY, BEAR STEARNS      
FINANCIAL PRODUCTS INC., BECOMES INSOLVENT                                      

  The supplemental interest trust, for the benefit of the trust fund, will
include an interest rate swap agreement for the benefit of the certificates     
under which the interest rate swap counterparty, Bear Stearns Financial Products
Inc., is obligated in respect of any distribution date on or after the          
distribution date in October 2007 and on or prior to the distribution date in   
March 2012 to make certain net payments to the supplemental interest trust in   
the event that one-month LIBOR (as determined under the interest rate swap      
agreement) exceeds a per annum rate with respect to that distribution date as   
set forth in the table beginning on page S-73. Payments on the interest rate    
swap agreement will begin in connection with the distribution date in October   
2007 and terminate immediately following the distribution date in March 2012.   
However, in the event of the insolvency or bankruptcy of Bear Stearns Financial 
Products Inc., payments due under the interest rate swap agreement may be       
delayed, reduced or eliminated. Moreover, the interest rate swap agreement may  
be subject to early termination if either party thereto fails to perform or the 
interest rate swap agreement becomes illegal or subject to certain kinds of     
taxation. In the event of early termination of the interest rate swap agreement,
there may not be a replacement interest rate swap agreement and the supplemental
interest trust may be obligated to make a one-time termination payment to the   
interest rate swap counterparty. In certain circumstances, where the early      
termination is not the result of an event of default by the interest rate swap  
counterparty or other certain termination events,                               

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payments to certificateholders will be subordinate to the one-time termination  
payment to the interest rate swap counterparty.                                 

RAPID PREPAYMENTS OF THE MORTGAGE LOANS COULD INCREASE RELATIVE AMOUNTS DUE     
UNDER THE INTEREST RATE SWAP AGREEMENT AND AFFECT THE YIELD TO MATURITY OF THE  
CERTIFICATES                                                                    

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

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

     Any amounts received under the interest rate swap agreement will be applied
as described in this prospectus supplement to pay current interest and interest 
carry forward, basis risk shortfalls and unpaid basis risk shortfalls, to       
maintain overcollateralization and to pay back realized losses. However, no     
amounts will be payable to the supplemental interest trust by the interest rate 
swap counterparty unless the floating payment owed by the interest rate swap    
counterparty for a distribution date exceeds the fixed payment owed to the      
interest rate swap counterparty for that distribution date. This will not occur 
except in a period where one-month LIBOR (as determined under the interest rate 
swap agreement) exceeds a per annum rate as set forth in the table beginning on 
page S-73. We cannot assure you that any amounts will be received under the     
interest rate swap agreement, or that any such amounts that are received will be
sufficient to cover interest shortfalls or losses on the mortgage loans, or to  
maintain the required level of overcollateralization. See "Description of the   
Certificates--Distributions."                                                   

FAILURE OF THE SWAP COUNTERPARTY TO PROVIDE INFORMATION REQUIRED OF PROVIDERS OF
DERIVATIVE INSTRUMENTS PURSUANT TO REGULATION AB AND SUBSEQUENT FAILURE TO      
REPLACE ITSELF WITH A SWAP COUNTERPARTY THAT CAN PROVIDE SUCH REQUIRED          
INFORMATION MAY RESULT IN A SWAP TERMINATION EVENT                              

The swap agreement imposes a contractual obligation on the swap       
counterparty to provide all information that may be required pursuant to        
Regulation AB for providers of derivative instruments. To the extent that the   
swap counterparty cannot provide the required information in accordance with the
swap agreement, the swap counterparty is required to replace itself with a swap 
provider, or obtain a guarantor, that can provide the necessary information. If 
the swap counterparty cannot secure a replacement provider or guarantor, the    
failure to comply with the swap agreement will result in an "additional         
termination event" under the swap agreement in respect of which the swap        
provider will be the sole affected party. In certain circumstances, a swap      
termination payment may be owed to the swap counterparty in connection with the 
additional termination event described above or in connection with any other    
additional termination event or event of default provided for under the swap    
agreement. Such swap termination payments will reduce the amounts available to  
make payments on the certificates.                                              

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NO ASSURANCE THAT AMOUNTS DUE UNDER THE INTEREST RATE CAP CONTRACT WILL BE      
SUFFICIENT TO COVER INTEREST SHORTFALLS OR LOSSES ON THE MORTGAGE LOANS         

Any amounts received pursuant to the terms of the interest rate cap   
contract will be applied as described in this prospectus supplement to pay      
current interest and interest carry forward, basis risk shortfalls and unpaid   
basis risk shortfalls, to maintain overcollateralization and to pay back        
realized losses. However, no amounts will be payable to the supplemental        
interest trust by the cap contract counterparty unless the amount of one-month  
LIBOR (as determined under the interest rate cap contract) for any period       
exceeds 5.322%. We cannot assure you that any amounts will be received under the
interest rate cap contract, or that any such amounts that are received will be  
sufficient to cover interest shortfalls or losses on the mortgage loans, or to  
maintain the required level of overcollateralization. See "Description of the   
Certificates--Distributions."                                                   

FAILURE OF THE CAP CONTRACT COUNTERPARTY TO PROVIDE INFORMATION REQUIRED OF     
PROVIDERS OF DERIVATIVE INSTRUMENTS PURSUANT TO REGULATION AB AND SUBSEQUENT    
FAILURE TO REPLACE ITSELF WITH A CAP CONTRACT COUNTERPARTY THAT CAN PROVIDE SUCH
REQUIRED INFORMATION MAY RESULT IN A CAP TERMINATION EVENT                      

    The interest rate cap contract imposes a contractual obligation on the cap
contract counterparty to provide all information that may be required pursuant  
to Regulation AB for providers of derivative instruments. To the extent that the
cap contract counterparty cannot provide the required information in accordance 
with the interest rate cap contract, the cap contract counterparty is required  
to replace itself with a cap provider that can provide the necessary            
information. If the cap contract counterparty cannot secure a replacement       
provider, the failure to comply with the interest rate cap contract will result 
in an "additional termination event" under the interest rate cap contract in    
which the cap provider is the sole affected party.                              

FIRST FRANKLIN FINANCIAL CORPORATION MAY NOT BE ABLE TO REPURCHASE DEFECTIVE    
MORTGAGE LOANS                                                                  

   First Franklin Financial Corporation has made various representations and
warranties relating to the mortgage loans to Merrill Lynch Mortgage Lending,    
Inc. Merrill Lynch Mortgage Lending, Inc. will assign those representations and 
warranties to Merrill Lynch Mortgage Investors, Inc. These representations are  
summarized in "Description of the Agreements--Representations and Warranties;   
Repurchases" in the prospectus.                                                 

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

VIOLATIONS OF FEDERAL, STATE AND LOCAL LAWS                                     

Federal, state and local laws regulate the underwriting, origination, 
servicing and collection of the mortgage loans. These laws have changed over    
time and have become more restrictive or stringent with respect to specific     
activities of the servicer and the originator. Actual or alleged violations of  
these federal, state and local laws may, among other things:                    

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   -    limit the ability of the servicer to collect principal, interest and
servicing advances on the mortgage loans,                   

-    provide the borrowers with a right to rescind the mortgage loans,

-    entitle the borrowers to refunds of amounts previously paid or to
set-off those amounts against their loan obligations,       

    -    result in a litigation proceeding (including class action litigation)
being brought against the issuing entity, and               

-    subject the issuing entity to actual or alleged liability for    
  expenses, penalties and damages resulting from the violations.

As a result, these violations or alleged violations could result in   
shortfalls in the distributions due on your certificates. See "Certain Legal    
Aspects of Mortgage Loans" in the prospectus.                                   

TERRORIST ATTACKS AND MILITARY ACTION                                           

The Servicemembers Civil Relief Act and comparable state legislation  
provide relief to mortgagors who enter active military service and to mortgagors
in reserve status who are called to active duty after the origination of their  
mortgage loans. Certain state laws provide relief similar to that of the        
Servicemembers Civil Relief Act and may permit the mortgagor to delay or forgo  
certain interest and principal payments. The response of the United States to   
the terrorist attacks on September 11, 2001 and to the current situation in Iraq
and Afghanistan has involved military operations that have placed a substantial 
number of citizens on active duty status, including persons in reserve status or
in the National Guard who have been called or will be called to active duty. It 
is possible that the number of reservists and members of the National Guard     
placed on active duty status in the near future may increase. The Servicemembers
Civil Relief Act provides generally that a mortgagor who is covered by the      
Servicemembers Civil Relief Act may not be charged interest on a mortgage loan  
in excess of 6% per annum during the period of the mortgagor's active duty.     
These shortfalls are not required to be paid by the mortgagor at any future     
time. The servicer will not advance these shortfalls as delinquent payments and 
such shortfalls are not covered by any form of credit enhancement on the        
certificates. Shortfalls on the mortgage loans due to the application of the    
Servicemembers Civil Relief Act or similar state legislation or regulations will
reduce the amount of collections available for distribution on the certificates.

   The Servicemembers Civil Relief Act and comparable state legislation also
limit the ability of the servicer to foreclose on a mortgage loan during the    
mortgagor's period of active duty and, in some cases, during an additional      
three-month period thereafter. As a result, there may be delays in payment and  
increased losses on the mortgage loans. Those delays and increased losses will  
be borne primarily by the outstanding class of certificates with the lowest     
payment priority.                                                               

    We do not know how many mortgage loans have been or may be affected by the
application of the Servicemembers Civil Relief Act or any similar state         
legislation. See "Certain Legal Aspects of Mortgage Loans-Servicemembers Civil  
Relief Act" in the prospectus.                                                  

HIGH COST LOANS                                                                 

 None of the mortgage loans are covered by the Home Ownership and Equity
Protection Act of 1994. In addition to the Home Ownership and Equity Protection 
Act of 1994, however, a number of                                               

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legislative proposals have been introduced at both the federal and state levels 
that are designed to discourage predatory lending practices. Some states have   
enacted, or may enact, laws or regulations that prohibit inclusion of some      
provisions in mortgage loans that have mortgage rates or origination costs in   
excess of prescribed levels, and require that borrowers be given certain        
disclosures prior to the consummation of such mortgage loans. In some cases,    
state law may impose requirements and restrictions greater than those in the    
Home Ownership and Equity Protection Act of 1994. The failure to comply with    
these laws could subject the issuing entity, and other assignees of the mortgage
loans, to monetary penalties and could result in the borrowers rescinding such  
mortgage loans against either the issuing entity or subsequent holders of the   
mortgage loans. Lawsuits have been brought in various states making claims      
against assignees of high cost loans for violations of state law. Named         
defendants in these cases include numerous participants within the secondary    
mortgage market, including some securitization trusts. None of the mortgage     
loans are "high cost loans" under any state or local laws.                      

LIMITED OBLIGATIONS                                                             

The assets of the trust fund are the sole source of payments on the   
certificates. The certificates are not the obligations of any other entity. None
of the sponsor, the depositor, the underwriter, the trustee, the servicer or any
of their affiliates will have any obligation to replace or supplement the credit
enhancement, or take any other action to maintain the ratings of the            
certificates. If credit enhancement is not available, holders of certificates   
may suffer losses on their investments.                                         

GOVERNMENTAL PROGRAMS REQUIRING LENDERS TO SUBORDINATE THEIR LIENS              

  Certain governmental programs may provide the borrowers with benefits in
the event their homes are subject to disasters. The governmental programs may   
require the borrower to file covenants against the property and lenders to      
subordinate their liens to these covenants as a condition for the borrower      
receiving the benefits. If this were to occur, the servicer may subordinate the 
lien of the mortgage to these covenants which may adversely affect the value of 
the Mortgage.                                                                   

COMBINATION OR "LAYERING" OF MULTIPLE RISK FACTORS MAY SIGNIFICANTLY INCREASE   
YOUR RISK OF LOSS                                                               

    Although the various risks discussed in this prospectus supplement and the
accompanying prospectus are generally described separately, prospective         
investors in the offered certificates should consider the potential effects on  
those certificates of the interplay of multiple risk factors. Where more than   
one significant risk factor is present, the risk of loss to an investor may be  
significantly increased. For example, a particular mortgage loan pool may       
include loans that not only have relatively high loan-to-value ratios but also  
were originated concurrently with second lien loans not included in the trust   
fund. Many of these mortgage loans may also have been originated in regions that
are experiencing home price depreciation. An investor in subordinated securities
may be particularly exposed to such a potential combination of risks. There are 
many other circumstances in which layering of multiple risks with respect to an 
asset pool and the related certificates may magnify the effect of those risks.  
In considering the potential effects of layered risks, prospective investors    
should carefully review the descriptions of the mortgage loans and the offered  
certificates.                                                                   

FORWARD-LOOKING STATEMENTS

In this prospectus supplement and the attached prospectus, we use     
forward-looking statements. These forward-looking statements are found in the   
material, including each of the tables, set forth under "Risk Factors" and      
"Yield, Prepayment and Maturity Considerations." Forward-looking statements are 
also found elsewhere in this prospectus supplement and the prospectus and       
include words like "expects," "intends," "anticipates," "estimates" and other   
similar words. These statements are inherently subject to a                     

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variety of risks and uncertainties. Actual results may differ materially from   
those we anticipate due to changes in, among other things:                      

-    economic conditions and industry competition;                    

-    political, social and economic conditions;                       

-    the law and government regulatory initiatives; and               

-    interest rate fluctuations.                                      

We will not update or revise any forward-looking statements to reflect
changes in our expectations or changes in the conditions or circumstances on    
which these statements were originally based.                                   

GLOSSARY

  A glossary of defined terms used in this prospectus supplement begins on
page S-123.                                                                     

 THE MORTGAGE POOL

GENERAL                                                                         

The mortgage pool with respect to the certificates consisted as of the
Cut-off Date of approximately 10,755 conventional Mortgage Loans evidenced by   
promissory notes having an aggregate principal balance of approximately         
$2,234,527,127. The mortgage pool consists of first lien, fixed rate and        
adjustable rate Mortgage Loans.                                                 

     The mortgage pool will be divided into two groups, referred to as Group One
and Group Two.                                                                  

 Group One, representing approximately 38.91% of the mortgage pool, will
consist of first lien, fixed rate and adjustable rate Mortgage Loans that had a 
principal balance at origination of no more than $417,000 if a single-unit      
property (or $625,500 if the property is located in Hawaii or Alaska), $533,850 
if a two-unit property (or $800,775 if the property is located in Hawaii or     
Alaska), $645,300 if a three-unit property (or $967,950 if the property is      
located in Hawaii or Alaska), or $801,950 if a four-unit property (or $1,202,925
if the property is located in Hawaii or Alaska). Group Two, representing        
approximately 61.09% of the mortgage pool, will consist of first lien, fixed    
rate and adjustable rate Mortgage Loans that had a principal balance at         
origination that may or may not conform to the criteria specified above for     
mortgage loans included in Group One.                                           

   The Class A-1 and Class R Certificates will generally represent interests
in the Group One Mortgage Loans. On each Distribution Date, principal and       
interest received with respect to the Group One Mortgage Loans generally will be
applied to pay principal and interest with respect to the Class A-1 and Class R 
Certificates. The Class A-2 Certificates will generally represent interests in  
the Group Two Mortgage Loans. On each Distribution Date, principal and interest 
received with respect to the Group Two Mortgage Loans generally will be applied 
to pay principal and interest with respect to the Class A-2 Certificates. The   
Class M and Class B Certificates will generally represent interests in both the 
Group One and Group Two Mortgage Loans. On each Distribution Date, principal and
interest received with respect to both the Group One and Group Two Mortgage     
Loans will be applied to pay principal and interest with respect to the Class M 
and Class B Certificates.                                                       

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  References herein to percentages of Mortgage Loans refer in each case to
the percentage of the aggregate principal balance of all of the Mortgage Loans  
in the mortgage pool as of the Cut-off Date, based on the outstanding principal 
balances of such Mortgage Loans as of the Cut-off Date, after giving effect to  
Scheduled Payments due on or prior to the Cut-off Date, whether or not received.
References to percentages of mortgaged properties refer, in each case, to the   
percentages of aggregate principal balances of the related Mortgage Loans       
(determined as described in the preceding sentence).                            

The mortgage notes are secured by mortgages or deeds of trust or other
similar security instruments creating first liens on real properties including  
single-family residences, two- to four-family dwelling units, condominiums,     
planned unit developments and modular housing. The Issuing Entity includes, in  
addition to the mortgage pool, the following:                                   

         -    certain amounts held from time to time in Accounts maintained in
     the name of the Trustee under the Pooling and Servicing
Agreement;                                        

          -    any property which initially secured a Mortgage Loan and which is
     acquired by foreclosure or deed-in-lieu of foreclosure;

        -    all insurance policies described below, along with the proceeds
of those policies;                                

          -    rights to require repurchase of the Mortgage Loans by the Sponsor
for breach of representation or warranty;         

          -    the Corridor Contracts, which will be held in the Issuing Entity;
and                                               

       -    the Swap Agreement and the Cap Contract, each of which will be
held in the Supplemental Interest Trust.          

 The Mortgage Loans to be included in the Trust Fund have been purchased
originated substantially in accordance with the underwriting criteria for       
sub-prime mortgage loans described herein under "Underwriting Guidelines."      
Sub-prime mortgage loans are generally mortgage loans made to borrowers who do  
not qualify for financing under conventional underwriting criteria due to prior 
credit difficulties, the inability to satisfy conventional documentation        
standards and/or conventional debt-to-income ratios.                            

 All of the Mortgage Loans were originated or acquired by First Franklin
Financial. The Mortgage Loans were subsequently purchased by the Sponsor from   
First Franklin Financial in a bulk acquisition. All of the Mortgage Loans will  
be transferred and assigned to the Depositor on the Closing Date. All of the    
Mortgage Loans were acquired in 2007. All of the Mortgage Loans are currently   
serviced by HLS.                                                                

    Scheduled Payments either earlier or later than the scheduled Due Dates on
the Mortgage Loans will not affect the amortization schedule or the relative    
application of these payments to principal and interest. Any Mortgage Loan may  
be prepaid in full or in part at any time; however, approximately 63.24% of the 
Mortgage Loans provided at origination for the payment by the borrower of a     
prepayment charge in limited circumstances on full or partial Principal         
Prepayments made during the prepayment charge term. The weighted average        
prepayment charge term at origination is approximately 27 months with respect to
the Mortgage Loans that have prepayment charges. In general, the related        
mortgage note will provide that a prepayment charge will apply if, during the   
prepayment charge term, the borrower prepays the mortgage loan in full or in    
part. The enforceability of prepayment charges is unclear under the laws of many
states. Prepayment charges will not be available for distribution to Holders of 
the Offered Certificates. See "Certain Legal Aspects of Mortgage Loans" in the  
prospectus.                                                                     

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     Approximately 19.80% of the Mortgage Loans as of the Cut-off Date are Fixed
Rate Mortgage Loans.                                                            

   Approximately 0.15% of the Mortgage Loans as of the Cut-off Date are 1/29
LIBOR Loans. The 1/29 LIBOR Loans are subject to a weighted average Periodic    
Rate Cap of approximately 2.000% with respect to the first Adjustment Date and a
weighted average Periodic Rate Cap of approximately 1.000% with respect to each 
Adjustment Date thereafter. The 1/29 LIBOR Loans have a weighted average Maximum
Mortgage Rate equal to the initial Mortgage Rate plus approximately 6.000%. All 
of the 1/29 LIBOR Loans mature in 30 years. All of the 1/29 LIBOR Loans amortize
over a 30-year schedule.                                                        

    Approximately 52.93% of the Mortgage Loans as of the Cut-off Date are 2/28
LIBOR Loans. The 2/28 LIBOR Loans are subject to a weighted average Periodic    
Rate Cap of approximately 3.000% with respect to the first Adjustment Date and a
weighted average Periodic Rate Cap of approximately 1.000% with respect to each 
Adjustment Date thereafter. The 2/28 LIBOR Loans have a weighted average Maximum
Mortgage Rate equal to the initial Mortgage Rate plus approximately 6.000%. All 
of the 2/28 LIBOR Loans mature in 30 years. Approximately 11.58% of the 2/28    
LIBOR Loans amortize over a 40-year schedule, and approximately 39.99% of the   
2/28 LIBOR Loans amortize over a 50-year schedule.                              

    Approximately 25.02% of the Mortgage Loans as of the Cut-off Date are 3/27
LIBOR Loans. The 3/27 LIBOR Loans are subject to a weighted average Periodic    
Rate Cap of approximately 3.000% with respect to the first Adjustment Date and a
weighted average Periodic Rate Cap of approximately 1.000% with respect to each 
Adjustment Date thereafter. The 3/27 LIBOR Loans have a weighted average Maximum
Mortgage Rate equal to the initial Mortgage Rate plus approximately 6.000%. All 
of the 3/27 LIBOR Loans mature in 30 years. Approximately 14.56% of the 3/27    
LIBOR Loans amortize over a 40-year schedule, and approximately 29.75% of the   
3/27 LIBOR Loans amortize over a 50-year schedule.                              

   Approximately 1.97% of the Mortgage Loans as of the Cut-off Date are 5/25
LIBOR Loans. The 5/25 LIBOR Loans are subject to a weighted average Periodic    
Rate Cap of approximately 3.000% with respect to the first Adjustment Date and a
weighted average Periodic Rate Cap of approximately 1.000% with respect to each 
Adjustment Date thereafter. The 5/25 LIBOR Loans have a weighted average Maximum
Mortgage Rate equal to the initial Mortgage Rate plus approximately 6.000%. All 
of the 5/25 LIBOR Loans mature in 30 years. Approximately 9.62% of the 5/25     
LIBOR Loans amortize over a 40-year schedule, and approximately 23.34% of the   
5/25 LIBOR Loans amortize over a 50-year schedule.                              

Approximately 0.12% of the Mortgage Loans as of the Cut-off Date are  
Six-Month LIBOR Loans. The Six-Month LIBOR Loans are subject to a weighted      
average Periodic Rate Cap of approximately 1.000% with respect to the first     
Adjustment Date and a weighted average Periodic Rate Cap of approximately 1.000%
with respect to each Adjustment Date thereafter. The Six-Month LIBOR Loans have 
a weighted average Maximum Mortgage Rate equal to the initial Mortgage Rate plus
approximately 6.000%. All of the Six-Month LIBOR Loans mature in 30 years. All  
of the Six-Month LIBOR Loans amortize over a 30-year schedule.                  

 As of the Cut-off Date, the aggregate original principal balance of the
Mortgage Loans was approximately $2,235,189,287. As of the Cut-off Date, the    
aggregate outstanding principal balance of the Mortgage Loans was approximately 
$2,234,527,127, the minimum outstanding principal balance was approximately     
$24,983, the maximum outstanding principal balance was approximately $1,579,094,
the lowest current Mortgage Rate and the highest current Mortgage Rate were     
5.250% and 13.200% per annum, respectively, and the weighted average Mortgage   
Rate was approximately 7.963% per annum.                                        

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Approximately 22.75% of the Mortgage Loans as of the Cut-off Date are 
Interest-Only Mortgage Loans. Approximately 16.89% of the Group One Mortgage    
Loans as of the Cut-off Date are Interest-Only Mortgage Loans. Approximately    
26.48% of the Group Two Mortgage Loans as of the Cut-off Date are Interest-Only 
Mortgage Loans.                                                                 

Approximately 43.61% of the Mortgage Loans as of the Cut-off Date are 
Balloon Loans. Approximately 45.83% of the Group One Mortgage Loans as of the   
Cut-off Date are Balloon Loans. Approximately 42.20% of the Group Two Mortgage  
Loans as of the Cut-off Date are Balloon Loans.                                 

  The weighted average Original Loan-to-Value Ratio as of the Cut-off Date
was approximately 82.76%. The weighted average Original Loan-to-Value Ratio of  
the Group One Mortgage Loans as of the Cut-off Date was approximately 82.67%.   
The weighted average Original Loan-to-Value Ratio of the Group Two Mortgage     
Loans as of the Cut-off Date was approximately 82.82%.                          

   The weighted average Credit Score of the Mortgage Loans as of the Cut-off
Date was approximately 652. The weighted average Credit Score of the Group One  
Mortgage Loans as of the Cut-off Date was approximately 645. The weighted       
average Credit Score of the Group Two Mortgage Loans as of the Cut-off Date was 
approximately 657. The Credit Scores are generated by models developed by a     
third party and are made available to lenders through three national credit     
bureaus. The models were derived by analyzing data on consumers in order to     
establish patterns which are believed to be indicative of the borrower's        
probability of default. The Credit Score is based on a borrower's historical    
credit data, including, among other things, payment history, delinquencies on   
accounts, levels of outstanding indebtedness, length of credit history, types of
credit, and bankruptcy experience. Credit Scores range from approximately 350 to
approximately 900, with higher scores indicating an individual with a more      
favorable credit history compared to an individual with a lower score. However, 
a Credit Score purports only to be a measurement of the relative degree of risk 
a borrower represents to a lender, i.e., that a borrower with a higher score is 
statistically expected to be less likely to default in payment than a borrower  
with a lower score. In addition, it should be noted that Credit Scores were     
developed to indicate a level of default probability over a two-year period     
which does not correspond to the life of a mortgage loan. Furthermore, Credit   
Scores were not developed specifically for use in connection with mortgage      
loans, but for consumer loans in general. Therefore, a Credit Score does not    
take into consideration the effect of mortgage loan characteristics on the      
probability of prepayment by the borrower. None of the Depositor, the Sponsor,  
First Franklin Financial or the Servicer makes any representations or warranties
as to the actual performance of any Mortgage Loan or that a particular Credit   
Score should be relied upon as a basis for an expectation that the borrower will
repay the Mortgage Loan according to its terms.                                 

   As used herein, the Credit Score of a Mortgage Loan is generally equal to
the lower of two credit scores or the middle of three credit scores for two file
and three file credit reports, respectively. For all Mortgage Loans, the credit 
report and the related Credit Score are generated during the underwriting of the
Mortgage Loans by the originator and generally within forty-five (45) days of   
the origination date.                                                           

MORTGAGE LOANS                                                                  

     The tables set forth in Annex II of this prospectus supplement describe the
Mortgage Loans and the related mortgaged properties as of the close of business 
on the Cut-off Date. The sum of the columns set forth in such tables may not    
equal the total indicated due to rounding.                                      

 UNDERWRITING GUIDELINES

    All of the Mortgage Loans were originated generally in accordance with the
First Franklin Underwriting Guidelines.                                         

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GENERAL                                                                         

 All of the Mortgage Loans to be acquired by the Issuing Entity from the
Depositor were originated or acquired from third parties by First Franklin      
Financial. First Franklin Financial originates and acquires fixed and adjustable
rate closed-end first lien mortgage loans, fixed rate closed-end second lien    
mortgage loans, and variable rate home equity lines of credit. First Franklin   
Financial's loan programs include balloon payment features and interest only    
payment periods.                                                                

FIRST FRANKLIN FINANCIAL                                                        

The information below has been provided by First Franklin Financial in
response to the Sponsor's request for information regarding First Franklin      
Financial and its underwriting guidelines.                                      

Founded in 1981, First Franklin Financial is a Delaware corporation   
headquartered in San Jose, California. From 1981 to 2004, First Franklin        
Financial grew from a small mortgage broker to a full service mortgage lender   
with a wide variety of products. First Franklin Financial acquires first and    
second lien mortgage loans from third party originators and sells them in the   
ordinary course of business to affiliated and unaffiliated mortgage loan        
purchasers. For 2006, First Franklin Financial's acquisition portfolio from all 
third party originators totaled approximately $27,967,758,067.                  

     Merrill Lynch Bank & Trust Co., FSB acquired First Franklin Financial, Home
Loan Services, Inc., and the affiliated business unit NationPoint from National 
City Bank on December 30, 2006. Simultaneously with the closing of such         
acquisition, the non-conforming mortgage loan origination business formerly     
maintained by National City Bank in its First Franklin division was transferred 
to First Franklin Financial. Therefore, as of such date, the non-conforming     
mortgage loan origination business of National City Bank and First Franklin     
Financial was acquired by Merrill Lynch Bank & Trust Co., FSB. A copy of the    
Purchase Agreement between National City Bank and Merrill Lynch Bank & Trust    
Co., FSB is publicly available on the SEC website.                              

FIRST FRANKLIN FINANCIAL'S PORTFOLIO AND UNDERWRITING GUIDELINES                

All of the Mortgage Loans were required to meet underwriting criteria 
substantially similar to that described in this prospectus supplement.          

     First Franklin Financial's acquisition underwriting standards are primarily
intended to assess the ability and willingness of the borrower to repay the debt
and to evaluate the adequacy of the mortgaged property as collateral for the    
mortgage loan. The standards established by First Franklin Financial require    
that the mortgage loans of a type similar to the Mortgage Loans were            
underwritten by the third party originators with a view toward the resale of the
mortgage loans in the secondary mortgage market. In accordance with First       
Franklin Financial's guidelines for acquisition, the third party originators    
must consider, among other things, a mortgagor's credit history, repayment      
ability and debt service to income ratio ("Debt Ratio"), as well as the value,  
type and use of the mortgaged property. The Mortgage Loans generally bear higher
rates of interest than mortgage loans that are originated in accordance with    
Fannie Mae and Freddie Mac standards, and may experience rates of delinquencies 
and foreclosures that are higher, and that may be substantially higher, than    
those experienced by portfolios of mortgage loans underwritten in a more        
traditional manner. Unless prohibited by applicable law or otherwise waived by  
the third party originator upon the payment by the related mortgagor of higher  
origination fees and a higher mortgage rate, a majority of the Mortgage Loans   
provide for the payment by the mortgagor of a prepayment charge on certain full 
Principal Prepayments made within one to three years from the date of           
origination of the related Mortgage Loan.                                       

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   Substantially all of the mortgage loans of a similar type as the Mortgage
Loans were acquired by First Franklin Financial based on loan application       
packages submitted to the third party originators by third party mortgage       
brokers, which do not fund the mortgage loans. These mortgage brokers must meet 
minimum standards set by the third party originators and, once approved by the  
third party originators, the mortgage brokers are eligible to submit loan       
application packages in compliance with the terms of the mortgage broker        
agreement with the third party originator.                                      

The third party originators must meet minimum standards set by First  
Franklin Financial, based on acquisition guidelines that require an analysis of 
the following information submitted with an application for approval: any       
applicable state lending license (in good standing), satisfactory credit report 
only if no federal income tax identification number, signed broker agreement,   
signed W-9 and signed broker authorization. Once approved as a third party      
originator, these companies are eligible to submit loan packages for purchase by
First Franklin Financial in compliance with the terms of a signed mortgage loan 
purchase agreement.                                                             

     The third party originators may originate mortgage loans for acquisition by
First Franklin Financial under an underwriting program called the Direct Access 
Program. Within the Direct Access Program, there are four documentation         
programs, the Full Documentation Program, the Limited Income Verification       
Program (the "LIV"), the Stated Plus Program and the Stated Income Verification 
Program. In addition, under the responsible party's Blended Access Program, in  
the case of loans with two or more borrowers, if one of those borrowers with    
more than 50% of the total qualifying income is underwritten under a full       
documentation program, then the other borrower or borrowers may be underwritten 
under a stated documentation program. All of the Mortgage Loans were acquired by
First Franklin Financial under the Direct Access Program. While each            
underwriting program is intended to assess the risk of default, the Direct      
Access Program makes use of credit bureau risk scores (the "Credit Bureau Risk  
Score"). The Credit Bureau Risk Score is a statistical ranking of likely future 
credit performance developed by Fair, Isaac & Company ("Fair, Isaac") and the   
three national credit repositories Equifax, Trans Union and First American      
(formerly Experian which was formerly TRW). The Credit Bureau Risk Scores       
available from the three national credit repositories are calculated by the     
assignment of weightings to the most predictive data collected by the credit    
repositories and range from 300 to 850. Although the Credit Bureau Risk Scores  
are based solely on the information at the particular credit repository, such   
Credit Bureau Risk Scores have been calibrated to indicate the same level of    
credit risk regardless of which credit repository is used. The Credit Bureau    
Risk Score is used as an aid to, not a substitute for, the underwriter's        
judgment.                                                                       

     The Direct Access Program was developed to simplify the origination process
for third party originators. In contrast to assignment of credit grades         
according to traditional non-agency credit assessment methods, i.e., mortgage   
and other credit delinquencies, Direct Access relies upon a borrower's Credit   
Bureau Risk Score initially to determine a borrower's likely future credit      
performance. Third party originators are able to access Credit Bureau Risk      
Scores at the initial phases of the loan application process and use the score  
to determine a borrower's interest rate. First Franklin Financial's acquisition 
guidelines require that the third party originator approve the Mortgage Loan    
using the Direct Access Program risk-based pricing matrix.                      

   In accordance with First Franklin Financial's guidelines for acquisition,
under the Direct Access Program, the third party originators must require that  
the Credit Bureau Risk Score of the primary wage earner (the borrower that      
contributes the greatest percentage of overall income) be used to determine     
program eligibility. Credit Bureau Risk Scores must be obtained from at least   
two national credit repositories, with the lower of the two scores being        
utilized in program eligibility determination. If Credit Bureau Risk Scores are 
obtained from three credit repositories, the middle of the three scores can be  
utilized. In all cases, a borrower's complete credit history must be detailed in
the credit report that                                                          

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produces a given Credit Bureau Risk Score or the borrower is not eligible for   
the Direct Access Program. Generally, the minimum Credit Bureau Risk Score      
allowed under the Direct Access Program is 540.                                 

 The Credit Bureau Risk Score, along with the loan-to-value ratio, is an
important tool in assessing the creditworthiness of a Direct Access borrower.   
However, these two factors are not the only considerations in underwriting a    
Direct Access loan. The third party originators are required to review each     
Direct Access loan to determine whether First Franklin Financial's guidelines   
for income, assets, employment and collateral are met.                          

   In accordance with First Franklin Financial's guidelines for acquisition,
all of the mortgage loans of a type similar to the Mortgage Loans were required 
to be underwritten by the third party originator's underwriters having the      
appropriate signature authority. Each underwriter is granted a level of         
authority commensurate with their proven judgment, maturity and credit skills.  
On a case by case basis, a third party originator may determine that, based upon
compensating factors, a prospective mortgagor not strictly qualifying under the 
underwriting risk category guidelines described below warrants an underwriting  
exception. Compensating factors may include, but are not limited to, low        
loan-to-value ratio, low Debt Ratio, substantial liquid assets, good credit     
history, stable employment and time in residence at the applicant's current     
address. It is expected that a substantial portion of the Mortgage Loans may    
represent such underwriting exceptions.                                         

   In accordance with First Franklin Financial's guidelines for acquisition,
the third party originators' underwriters are required to verify the income of  
each applicant under various documentation programs as follows: under the Full  
Documentation Program, applicants are generally required to submit verification 
of stable income for the periods of six months to two years preceding the       
application dependent on credit score range; under the LIV Program, the borrower
is qualified based on six months of bank statement and applicants are generally 
required to submit verification of adequate cash flow to meet credit obligations
for the six month period preceding the application; the Stated Plus Program     
allows income to be stated, but requires borrowers to provide verification of   
liquid assets equaling three months of income stated on the mortgage            
application; under the Stated Income Program, applicants are qualified based on 
monthly income as stated on the mortgage application and the underwriter will   
determine that the stated income is reasonable and realistic when compared to   
borrower's employment type, assets and credit history. For Direct Access first  
lien mortgage loans from self-employed or 1099 borrowers with a credit score    
greater than or equal to 540 and not originated in conjunction with a second    
lien mortgage, bank statements (for 12 months) are acceptable as full           
documentation. For Direct Access first lien mortgage loans from self-employed or
1099 borrowers with credit scores greater than or equal to 620, regardless of   
being originated with a corresponding second lien mortgage, twelve months of    
bank statements are acceptable as full documentation. In all cases, the income  
stated must be reasonable and customary for the applicant's line of work.       
Although the income is not verified under the LIV and Stated Income Programs, a 
preclosing audit should be conducted to confirm that the business exists.       
Verification may be made through phone contact to the place of business,        
obtaining a valid business license, CPA/Enrolled Agent letter or through Dun and
Bradstreet Information Services.                                                

     The applicant generally must have a sufficiently established credit history
to qualify for the appropriate Credit Bureau Risk Score range under the Direct  
Access Program. This credit history is substantiated by a minimum of two        
repository merged report prepared by an independent credit report agency. The   
report typically summarizes the applicant's entire credit history, and generally
includes a seven year public record search for each address where the applicant 
has lived during the two years prior to the issuance of the credit report and   
contains information relating to such matters as credit history with local and  
national merchants and lenders, installment debt payments and any record of     
defaults, bankruptcy, repossession, suits or judgments. In some instances,      
borrowers with a minimal credit history are eligible for financing under the    
Direct Access Program.                                                          

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 The third party originators originate loans secured by one-to-four-unit
residential properties made to eligible borrowers with a vested fee simple (or  
in some cases a leasehold) interest in the property. In accordance with First   
Franklin Financial's guidelines for acquisition, the third party originators are
required to comply with applicable federal and state laws and regulations and   
generally require an appraisal of the mortgaged property which conforms to      
Freddie Mac and/or Fannie Mae standards; and if appropriate, a review appraisal.
Generally, appraisals are provided by appraisers approved by First Franklin     
Financial. Review appraisals may only be provided by appraisers approved by     
First Franklin Financial. In some cases, the third party originator may rely on 
a statistical appraisal methodology provided by a third party.                  

   Qualified independent appraisers must meet minimum standards of licensing
and provide errors and omissions insurance in states where it is required to    
become approved to do business with the third party originators. Each Uniform   
Residential Appraisal Report includes a market data analysis based on recent    
sales of comparable homes in the area and, where deemed appropriate, replacement
cost analysis based on the current cost of constructing a similar home. The     
review appraisal may be an enhanced desk, field review or an automated valuation
report that confirms or supports the original appraiser's value of the mortgaged
premises. The review appraisal may be waived by a duly delegated Underwriter.   

   In accordance with First Franklin Financial's guidelines for acquisition,
the third party originators must require title insurance on all mortgage loans  
secured by liens on real property. The third party originators must also require
that fire and extended coverage casualty insurance be maintained on the secured 
property in an amount at least equal to the principal balance of the related    
residential loan or the replacement cost of the property, whichever is less.    

 The third party originators are required to conduct a number of quality
control procedures, including a post funding compliance audit as well as a full 
re-underwriting of a random selection of loans to assure asset quality. Under   
the asset quality audit, all loans are required to be reviewed to verify credit 
grading, documentation compliance and data accuracy. Under the asset quality    
procedure, a random selection of each month's originations must be reviewed by  
each third party originator.                                                    

     The loan review is required to confirm the existence and accuracy of credit
documentation, appraisal analysis and underwriting decision. A report detailing 
audit findings and level of error is sent monthly to each branch for response.  
The audit findings and branch responses must then be reviewed by the third party
originator's senior management. Adverse findings are to be tracked monthly and  
over a rolling six month period. This review procedure allows the third party   
originator to assess programs for potential guideline changes, program          
enhancements, appraisal policies, areas of risk to be reduced or eliminated and 
the need for additional staff training.                                         

     Under the mortgage loan programs, various risk categories are used to grade
the likelihood that the applicant will satisfy the repayment conditions of the  
loan. These risk categories establish the maximum permitted loan-to-value ratio 
and loan amount, given the occupancy status of the mortgaged property and the   
applicant's credit history and Debt Ratio. In general, higher credit risk       
mortgage loans are graded in categories which permit higher Debt Ratios and more
(or more recent) major derogatory credit items such as outstanding judgments or 
prior bankruptcies; however these loan programs establish lower maximum         
loan-to-value ratios and lower maximum loan amounts for loans graded in such    
categories.                                                                     

  "Equity Refinance" transactions are defined as those instances where the
borrower receives the lesser of 2% of the new loan amount or $2,000 cash in     
hand. Funds used for debt consolidation are not included in this amount.        

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  "RapidRefi" is designed to streamline the loan process for borrowers who
have demonstrated that their current mortgage has been paid as agreed for at    
least the prior 18 months. It requires the property to be an owner-occupied     
primary residence.                                                              

     The third party originators' origination guidelines under the Direct Access
Program generally have the following criteria for borrower eligibility for the  
specified Credit Bureau Risk Score range.                                       

 The Debt Ratio generally may not exceed 50.49% for all credit scores on
full documentation and LIV loans. Loans meeting the residual income requirements
may have a maximum Debt Ratio of 55.49%. The Debt Ratio for Stated Income loans 
may not exceed 50.49%.                                                          

   Generally, First Franklin Financial's acquisition guidelines require that
all liens affecting title must be paid at closing. Collections, charge-offs,    
judgments and liens not affecting title may remain open.                        

PENDING PROCEEDINGS                                                             

   There are no material legal or governmental proceedings currently pending
or known to be contemplated against First Franklin Financial. To the best of    
First Franklin Financial's knowledge, there are no material legal or            
governmental proceedings currently pending or known to be contemplated against  
First Franklin Financial, which if ultimately decided adversely to First        
Franklin Financial, would have a material adverse effect on the validity of the 
Mortgage Loans.                                                                 

 TRANSACTION PARTIES

THE SPONSOR                                                                     

    The Sponsor is MLML, a Delaware corporation. MLML is an affiliate, through
common parent ownership, of the Underwriter. MLML is also an affiliate of the   
Depositor, the Servicer and First Franklin Financial and a direct, wholly-owned 
subsidiary of Merrill Lynch Mortgage Capital Inc. The executive offices of MLML 
are located at 4 World Financial Center, New York, New York 10080, telephone    
number (212) 449-0336. MLML purchases first and second lien residential mortgage
loans for securitization or resale, or for its own investment. MLML also        
originates commercial mortgage loans. MLML does not currently service mortgage  
loans. Instead, MLML contracts with other entities to service the loans on its  
behalf.                                                                         

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

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

    MLML contracts with third party servicers for servicing the mortgage loans
that it acquires. Third party servicers are also assessed based upon the        
servicing rating and the credit quality of the servicing institution. The       
servicers may be reviewed for their systems and reporting capabilities, review  
of collection procedures and confirmation of servicers' ability to provide      
detailed reporting on the performance of the securitization pool. In addition,  
MLML may conduct background checks, meet with                                   

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senior management to determine whether the servicers comply with industry       
standards or otherwise monitor the servicer on an ongoing basis.                

     MLML has been the sponsor of securitizations backed by residential mortgage
loans, including subprime mortgage loans, since 2003. The following table sets  
forth the approximate aggregate initial principal amount of securities issued in
subprime mortgage loan securitizations sponsored by MLML since 2003.            

                                                                [Download Table]

       APPROXIMATE INITIAL PRINCIPAL
YEAR       BALANCE OF SECURITIES    
----   -----------------------------
                                    
2003          $ 1,323,615,400       
2004          $ 3,290,054,298       
2005          $11,786,190,300       
2006          $28,723,979,900       

As a sponsor, MLML acquires mortgage loans and initiates their        
securitization by transferring the mortgage loans to the Depositor or another   
entity that acts in a similar capacity as the Depositor, which loans will       
ultimately be transferred to the issuing entity for the related securitization. 
In coordination with Merrill Lynch, MLML works with rating agencies, mortgage   
loan sellers and servicers in structuring the securitization transaction.       

THE DEPOSITOR                                                                   

  The Depositor is a Delaware corporation whose offices are located at 250
Vesey Street, 4 World Financial Center, 10th Floor, New York, New York, 10080   
and whose telephone number is (212) 449-0357. The Depositor is an affiliate of  
the Sponsor, the Underwriter, the Servicer and First Franklin Financial.        

The Depositor has been engaged since its incorporation in 1986 in the 
securitization of mortgage loans and other asset types included within the      
description of the Issuing Entity assets in this prospectus supplement. The     
Depositor is engaged in the business of acting as depositor of trusts that issue
series of notes that are secured by, or certificates that represent interests   
in, the assets of the trust. The Depositor acquires assets specifically for     
inclusion in a securitization from various sellers in privately negotiated      
transactions.                                                                   

    The certificate of incorporation of the Depositor limits its activities to
those necessary or convenient to carry out its securitization activities. The   
Depositor will have limited obligations with respect to a series of securities. 
The Depositor will obtain the Mortgage Loans from the Sponsor and may also      
assign to the Trustee certain rights of the Sponsor with respect to the Mortgage
Loans. In addition, after the issuance of a series of securities, the Depositor 
may have limited obligations with respect to that series which may include      
appointing a successor trustee if the Trustee resigns or is otherwise removed   
and preparing certain reports filed under the Securities Exchange Act of 1934.  

THE ISSUING ENTITY                                                              

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1, the  
Issuing Entity, will be formed on the Closing Date pursuant to the Pooling and  
Servicing Agreement by and among the                                            

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Depositor, the Trustee and the Servicer. The Issuing Entity will be a New York  
common law trust with no officers or directors and no continuing duties other   
than to hold the Mortgage Loans and related assets and issue the certificates.  
The fiscal year end for the Issuing Entity will be December 31, commencing with 
December 31, 2007.                                                              

THE SERVICER                                                                    

GENERAL                                                                         

HLS will act as Servicer of the Mortgage Loans. The Servicer will be  
required to service the Mortgage Loans in accordance with the Pooling and       
Servicing Agreement.                                                            

The Servicer is a Delaware corporation and a wholly-owned operating   
subsidiary of Merrill Lynch Bank & Trust Co, FSB. The Servicer is a             
full-service, non-prime mortgage servicing company headquartered in Pittsburgh, 
Pennsylvania. The loan servicing portfolio is serviced at offices located in    
Pittsburgh, Pennsylvania and Upper St. Clair, Pennsylvania. The Servicer has    
been servicing non-prime mortgage loans for approximately 16 years under various
corporate names: American Financial Corporation, Altegra Credit Company and,    
between 2002 and 2006, under the corporate name of National City Home Loan      
Services, Inc. The Servicer currently ranks as the ninth (9th) largest U.S.     
non-prime residential mortgage servicer. The Servicer is an affiliate of the    
Sponsor, the Depositor, the Underwriter and First Franklin Financial.           

     Currently, substantially all of the Servicer's servicing portfolio consists
of non-prime mortgage loans and variable rate home equity lines of credit,      
consisting of fixed-rate and adjustable-rate first and fixed rate second lien   
amortizing and balloon payment mortgage loans and variable rate home equity     
lines of credit. Prior to January 1, 2005, the closed-end first and second      
mortgage loans in the Servicer's servicing portfolio were originated or acquired
by First Franklin Financial and loans originated thereafter were generally      
acquired by First Franklin Financial from National City Bank and other          
third-party lenders. The following table reflects the size and composition of   
Servicer's servicing portfolio of non-prime mortgage loans as of the end of each
indicated period.                                                               

HOME LOAN SERVICES, INC.'S
 NON-PRIME SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                          AGGREGATE           AGGREGATE           AGGREGATE    
AGGREGATE PRINCIPAL   PRINCIPAL BALANCE   PRINCIPAL BALANCE   PRINCIPAL BALANCE
   BALANCE AS OF            AS OF           AS OF DECEMBER          AS OF      
 DECEMBER 31, 2003    DECEMBER 31, 2004        31, 2005       DECEMBER 31, 2006
-------------------   -----------------   -----------------   -----------------
                                                                               
    $18,751,589          $23,049,992         $37,591,777         $49,545,071   

   The Servicer began interim servicing for First Franklin Financial and its
investor base in August 2002. In December, 2004, the Servicer began to retain   
servicing for the First Franklin Financial's investors on a permanent basis. As 
of December 31, 2006, the Servicer serviced approximately 203,515 loans with an 
aggregate unpaid principal balance of approximately $33 billion included in     
thirty-eight (38) outstanding securitizations.                                  

   The Servicer is rated "Above Average" as a residential non-prime mortgage
servicer and alternative residential mortgage servicer by S&P. The Servicer has 
an "RPS2" rating as a primary                                                   

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servicer of residential non-prime and Alt-A products and an "RSS2-" rating as a 
special servicer from Fitch. The Servicer is also rated "SQ1-" as a primary     
servicer of non-prime loans, SQ2 as a primary servicer of second lien loans and 
"SQ2+" as a special servicer by Moody's.                                        

     Merrill Lynch Bank & Trust Co., FSB acquired First Franklin Financial, Home
Loan Services, Inc., and the affiliated business unit NationPoint on December   
30, 2006. A copy of the Purchase Agreement between National City Bank and       
Merrill Lynch Bank & Trust Co., FSB is publicly available on the SEC website.   

SERVICER'S DELINQUENCY AND FORECLOSURE EXPERIENCE                               

   The Servicer's portfolio may differ significantly from the Mortgage Loans
in the Mortgage Pool in terms of interest rates, principal balances, geographic 
distribution, types of properties, lien priority, origination and underwriting  
criteria, prior servicer performance and other possibly relevant                
characteristics. There can be no assurance, and no representation is made, that 
the delinquency and foreclosure experience with respect to the Mortgage Loans   
included in the Issuing Entity will be similar to that reflected in the         
Servicer's Static Pool Information, nor is any representation made as to the    
rate at which losses may be experienced on liquidation of defaulted Mortgage    
Loans. The actual delinquency experience on the Mortgage Loans will depend,     
among other things, upon the value of the real estate securing such Mortgage    
Loans and the ability of the related borrower to make required payments. It     
should be noted that if the residential real estate market should experience an 
overall decline in property values, the actual rates of delinquencies and       
foreclosures could be higher than those previously experienced by the Servicer. 
In addition, adverse economic conditions may affect the timely payment by       
borrowers of scheduled payments of principal and interest on the Mortgage Loans 
and, accordingly, the actual rates of delinquencies and foreclosures with       
respect to the Mortgage Loan Pool. The Servicer's delinquency results are       
calculated utilizing MBA methodology.                                           

     Accordingly, there can be no assurance that the delinquency and foreclosure
experience of the Issuing Entity's Mortgage Loans in the future will correspond 
to the future delinquency and foreclosure experience of the Servicer's          
one-to-four family conventional residential mortgage loan servicing portfolio.  

SERVICER'S POLICIES AND PROCEDURES                                              

The Servicer has established standard policies for the servicing and  
collection of mortgage loans. The Servicer's procedures for the servicing and   
collection functions, include the following:                                    

 collecting, aggregating and remitting mortgage loan payments;

accounting for principal and interest;                      

      holding escrow (impound) funds for payment of taxes and insurance;

making inspections as required of the mortgaged properties; 

supervision of delinquent mortgage loans;                   

loss mitigation efforts;                                    

  foreclosure proceedings and, if applicable, the disposition of
mortgaged properties; and                                   

     generally administering the mortgage loans, for which it receives
servicing fees.                                             

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    The Servicer's collection operation is a high touch unit that utilizes the
early indicator scoring model, the Avaya autodialer (the "dialer"), and manual  
calling campaigns. Individual ownership is key to the Servicer's collection     
philosophy. The purpose of the dialer and the early indicator model is to       
quickly and efficiently reduce the delinquency so that collectors can manually  
work their individual portfolios. In managing the liquidation of defaulted      
mortgage loans, the Servicer generally will have sole discretion to take such   
action in maximizing recoveries to investors, including selling defaulted       
mortgage loans and REO properties. The bankruptcy unit's primary                
responsibilities are to protect the asset while a mortgage loan is going through
the bankruptcy process. This responsibility is fulfilled by ensuring that       
borrowers make payments as required under the Bankruptcy Code. If this cannot be
accomplished, the Servicer will seek relief through the bankruptcy court,       
including filing a motion from relief from the automatic stay, to enable the    
Servicer to commence foreclosure, as necessary. After a loan has been charged   
off, the Servicer's recovery team performs all aspects of the collection-related
activity, including, but not limited to, borrower contact, credit bureau        
maintenance and tax reporting, which may result in recovery of the charged-off  
amount.                                                                         

Over the past three years, there has been no material change in the   
Servicer's servicing policies and procedures. The ownership of the Servicer,    
however was transferred from National City Bank to Merrill Lynch Bank & Trust   
Co., FSB on December 30, 2006.                                                  

PRIOR SECURITIZATIONS                                                           

  During the three years preceding the date of this prospectus supplement,
the Servicer has not been notified and is not aware that any of the residential 
mortgage loan securitization pools serviced by the Servicer have experienced    
servicing events of default, termination triggers or early amortization events  
because of servicing by the Servicer, and the Servicer has not been terminated  
as a servicer in a residential mortgage loan securitization due to a servicing  
default or application of a servicing performance test or trigger. During such  
time, the Servicer also neither has failed to make any required advance with    
respect to any issuance of residential mortgage backed securities nor disclosed 
material non-compliance with the servicing criteria applicable to any such      
securitization.                                                                 

THE TRUSTEE                                                                     

     LaSalle Bank National Association will be the Trustee under the Pooling and
Servicing Agreement. LaSalle Bank National Association is a national banking    
association formed under the federal laws of the United States of America. Its  
parent company, LaSalle Bank Corporation, is an indirect subsidiary of ABN AMRO 
Bank N.V., a Netherlands banking corporation. LaSalle has extensive experience  
serving as trustee on securitizations of residential mortgage loans. Since      
January 1994, LaSalle has served as trustee, securities administrator or paying 
agent on over 500 residential mortgage-backed security transactions involving   
assets similar to the Mortgage Loans. As of December 31, 2006, LaSalle serves as
trustee, securities administrator or paying agent on over 425 residential       
mortgage-backed security transactions. The Depositor and Servicer may maintain  
other banking relationships in the ordinary course of business with the Trustee.
The Trustee's corporate trust office is located at 135 South LaSalle Street,    
Suite 1511, Chicago, Illinois, 60603. Attention: Global Securities and Trust    
Services - FFMER 2007-1 or at such other address as the Trustee may designate   
from time to time.                                                              

In its capacity as Trustee, LaSalle will hold the mortgage loan files 
exclusively for the use and benefit of the Issuing Entity. LaSalle will not have
any duty or obligation to inspect, review or examine any of the documents,      
instruments, certificates or other papers relating to the Mortgage Loans        
delivered to it to determine that the same are valid. The disposition of the    
mortgage loan files will be governed by the Pooling and Servicing Agreement.    
LaSalle provides custodial services on over 1,000 residential, commercial and   
asset-backed securitization transactions and maintains almost 2.5 million       
custodial files                                                                 

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in its two vault locations in Elk Grove, Illinois and Irvine, California.       
LaSalle's two vault locations can maintain a total of approximately 6 million   
custody files. All custody files are segregated and maintained in secure and    
fire resistant facilities in compliance with customary industry standards. The  
vault construction complies with Fannie Mae/Ginnie Mae guidelines applicable to 
document custodians. LaSalle maintains disaster recovery protocols to ensure the
preservation of custody files in the event of force majeure and maintains, in   
full force and effect, such fidelity bonds and/or insurance policies as are     
customarily maintained by banks which act as custodians. LaSalle uses unique    
tracking numbers for each custody file to ensure segregation of collateral files
and proper filing of the contents therein and accurate file labeling is         
maintained through a monthly quality assurance process. LaSalle uses a licensed 
collateral review system to track and monitor the receipt and movement          
internally or externally of custody files and any release or reinstatement of   
collateral.                                                                     

     Using information set forth in this prospectus supplement, the Trustee will
develop the cashflow model for the Issuing Entity. Based on the monthly loan    
information provided by the Servicer, the Trustee will calculate the amount of  
principal and interest to be paid to each Class of Certificates on each         
Distribution Date. In accordance with the cashflow model and based on the       
monthly loan information provided by the Servicer, the Trustee will perform     
distribution calculations, remit distributions on the Distribution Date to      
certificateholders and prepare a monthly statement to certificateholders        
detailing the payments received and the activity on the Mortgage Loans during   
the collection period. In performing these obligations, the Trustee will be able
to conclusively rely on the information provided to it by the Servicer, and the 
Trustee will not be required to recompute, recalculate or verify the information
provided to it by the Servicer.                                                 

LaSalle and the Sponsor are parties to a custodial agreement whereby  
LaSalle, for consideration, provides custodial services to the Sponsor for      
certain residential mortgage loans originated or purchased by it. Pursuant to   
this custodial agreement, LaSalle is currently providing custodial services for 
certain of the mortgage loans to be sold by the Sponsor to the Depositor in     
connection with this securitization. The terms of the custodial agreement are   
customary for the residential mortgage-backed securitization industry providing 
for the delivery, receipts, review and safekeeping of mortgage loan files.      

For information describing the Trustee's duties and responsibilities  
regarding the Certificates under the Pooling and Servicing Agreement,           
limitations on the Trustee's liability, and any other indemnification to which  
it will be entitled from the assets of the Issuing Entity and certain other     
matters, see "Administration of the Issuing Entity" and "The Pooling and        
Servicing Agreement."                                                           

THE CAP CONTRACT COUNTERPARTY AND THE SWAP COUNTERPARTY                         

 There will be three Corridor Contracts and one Cap Contract provided by
BSFP, in its capacity as Cap Contract Counterparty, and one Swap Agreement      
provided by BSFP, in its capacity as Swap Counterparty.                         

BSFP will be the Swap Counterparty. BSFP, a Delaware corporation, is a
bankruptcy remote derivatives product company based in New York, New York that  
has been established as a wholly owned subsidiary of The Bear Stearns Companies,
Inc. BSFP engages in a wide array of over-the-counter interest rate, currency,  
and equity derivatives, typically with counterparties who require a highly rated
derivative provider. As of the dates of this Prospectus, BSFP has a ratings     
classification of "AAA" from Standard & Poor's and "Aaa" from Moody's Investors 
Service. BSFP will provide upon request, without charge, to each person to whom 
this prospectus supplement is delivered, a copy of (i) the ratings analysis from
each of Standard & Poor's and Moody's Investors Service evidencing those        
respective ratings or (ii) the most recent audited annual financial statements  
of BSFP. Request for information should be directed to the DPC Manager of Bear  
Stearns Financial Products Inc. at (212) 272-4009 or in writing at 383          

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Madison Avenue, 36th Floor, New York, New York 10179. BSFP is an affiliate of   
Bear, Stearns & Co. Inc.                                                        

   The information contained in the preceding paragraph has been provided by
BSFP for use in this prospectus supplement. BSFP has not been involved in the   
preparation of, and does not accept responsibility for, this prospectus         
supplement as a whole or the accompanying prospectus.                           

As of the Cut-off Date, the aggregate significance percentage, as     
calculated in accordance with Item 1115 of Regulation AB, with respect to BSFP  
will be less than 10%.The "significance percentage" for purposes of Item 1115 of
Regulation AB is a percentage that is a reasonable good faith estimate of the   
proportion that the maximum probable exposure of the Corridor Contracts, the Cap
Contract and the Swap Agreement (estimated in substantially the same manner as  
that used in the Sponsor's internal risk management process in respect of       
similar instruments), on the one hand, bears to the aggregate Stated Principal  
Balance of the Mortgage Loans as of the Cut-off Date, on the other.             

 AFFILIATES AND RELATED TRANSACTIONS

The Depositor, the Sponsor, the Underwriter, the Servicer and First   
Franklin Financial are all affiliates of each other and have the following      
ownership structure:                                                            

 The Depositor, Merrill Lynch Mortgage Investors, Inc., is an affiliate,
through common parent ownership, of each of the Sponsor and the Underwriter.    

The Sponsor is an affiliate, through common parent ownership, of the  
Underwriter. The Sponsor is also an affiliate of the Depositor and a direct     
wholly-owned subsidiary of Merrill Lynch Mortgage Capital Inc.                  

The Servicer and First Franklin Financial are affiliates of each other
through common parent ownership.                                                

     Merrill Lynch Bank & Trust Co., FSB acquired First Franklin Financial, Home
Loan Services, Inc., and the affiliated business unit NationPoint on December   
30, 2006. A copy of the Purchase Agreement between National City Bank and       
Merrill Lynch Bank & Trust Co., FSB is publicly available on the SEC website.   

 STATIC POOL INFORMATION

The Depositor is making available on the internet at                  
http://www.mlabsreports.ml.com information concerning the prior residential     
mortgage loan securitizations consisting of adjustable and fixed rate subprime  
mortgage loans secured by first and second lien mortgages or deeds of trust in  
residential real properties originated or acquired by First Franklin Financial  
and serviced by the Servicer. On this website, you can view for each of these   
securitizations, summary pool information as of the applicable securitization   
cut-off date and delinquency, cumulative loss, and prepayment information as of 
each distribution date by securitization for the past five years, or since the  
applicable securitization closing date if the applicable securitization closing 
date occurred less than five years from the date of this prospectus supplement. 
Each of these mortgage loan securitizations is unique, and the characteristics  
of each securitized mortgage loan pool varies from each other as well as from   
the Mortgage Loans to be included in the Issuing Entity that will issue the     
certificates offered by this prospectus supplement. In addition, the performance
information relating to the prior securitizations described above may have been 
influenced by factors beyond First Franklin Financial or the Servicer's control,
such as housing prices and market interest rates. Therefore, the performance of 
these prior mortgage loan securitizations is likely not to be                   

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indicative of the future performance of the Mortgage Loans to be included in the
Issuing Entity related to this offering.                                        

   In the event any changes or updates are made to the information available
on the website, the Depositor will provide to any person a copy of the          
information as it existed as of the date of this prospectus supplement upon     
request who writes or calls the Depositor at 4 World Financial Center, New York,
New York 10080, Attention: Mark Jury, securities administrator, telephone number
(212) 449-1441.                                                                 

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

ADMINISTRATION OF THE ISSUING ENTITY

SERVICING AND ADMINISTRATIVE RESPONSIBILITIES                                   

    The Servicer and the Trustee will have the following responsibilities with
respect to the Issuing Entity:                                                  

                                                                [Download Table]

PARTY:                           RESPONSIBILITIES:                              
------                           -----------------                              
                                                                                
Servicer                         Performing the servicing functions with respect
                                 to the Mortgage Loans and the mortgaged        
                                 properties in accordance with the provisions of
                                 the Pooling and Servicing Agreement, including,
                                 but not limited to:                            

                                 -    collecting monthly remittances of         
                                      principal and interest on the Mortgage    
                                      Loans from the related borrowers,         
                                      depositing such amounts in the Collection 
                                      Account, and delivering all amounts on    
                                      deposit in the Collection Account to the  
                                      extent required by the Pooling and        
                                      Servicing Agreement to the Trustee for    
                                      deposit in the Certificate Account on the 
                                      Servicer Remittance Date;                 

                                 -    making Advances with respect to delinquent
                                      payments of principal and interest on the 
                                      Mortgage Loans, to the extent required by 
                                      the Pooling and Servicing Agreement and to
                                      the extent the Servicer believes such     
                                      Advances will be recovered;               

                                 -    making servicing advances in respect of   
                                      customary costs and expenses incurred in  
                                      the performance by the Servicer of its    
                                      servicing obligations to the extent the   
                                      Servicer believes such servicing advances 
                                      will be recovered, including, but not     
                                      limited to, the cost of (a) the           
                                      preservation, restoration and protection  
                                      of the mortgaged property, (b) taxes,     
                                      assessments and other charges which are or
                                      may become a lien upon a first lien       
                                      mortgaged property to the extent necessary
                                      to avoid foreclosure or (c) fire and      
                                      hazard insurance coverage for a first lien
                                      mortgaged property;                       

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                                                                [Download Table]

PARTY:                           RESPONSIBILITIES:                              
------                           -----------------                              
                                                                                
                                 -    enforcement of foreclosure proceedings;   
                                      and                                       

                                 -    providing monthly loan-level reports to   
                                      the Trustee.                              

Trustee                          Performing the trustee functions in accordance 
                                 with the provisions of the Pooling and         
                                 Servicing Agreement, including, but not limited
                                 to:                                            

                                 -    notifying certificateholders in connection
                                      with an event of default under the Pooling
                                      and Servicing Agreement;                  

                                 -    enforcing the Servicer's obligations under
                                      the Pooling and Servicing Agreement       

                                 -    upon the termination of the Servicer,     
                                      appointing a successor servicer, and until
                                      a successor servicer is appointed, acting 
                                      as successor servicer;                    

                                 -    upon the failure of the Servicer to make  
                                      Advances with respect to a Mortgage Loan  
                                      and the resulting termination of the      
                                      Servicer, making those Advances to the    
                                      extent provided in the Pooling and        
                                      Servicing Agreement;                      

                                 -    receiving monthly remittances from the    
                                      Servicer for deposit in the Certificate   
                                      Account and distributing all amounts on   
                                      deposit in the Certificate Account (after 
                                      the remittance of certain fees, expenses  
                                      and indemnities) to the certificateholders
                                      in accordance with the priorities         
                                      described in the Pooling and Servicing    
                                      Agreement;                                

                                 -    depositing any payments received from the 
                                      Cap Contract Counterparty into the        
                                      Corridor Contract Account;                

                                 -    in its capacity as Supplemental Interest  
                                      Trust Trustee, depositing any Cap Payments
                                      received from the Cap Contract            
                                      Counterparty into the Supplemental        
                                      Interest Trust;                           

                                 -    in its capacity as Supplemental Interest  
                                      Trust Trustee, depositing any Net Swap    
                                      Payments or Swap Termination Payments     
                                      received from the Swap Counterparty into  
                                      the Supplemental Interest Trust;          

                                 -    in its capacity as Supplemental Interest  
                                      Trust Trustee, distributing amounts on    
                                      deposit in the Supplemental Interest Trust
                                      to the holders of the related certificates
                                      and the Swap Counterparty, based solely on
                                      the information contained in the investor 
                                      reports, in accordance with the priorities
                                      described in the Pooling and Servicing    
                                      Agreement on each Distribution Date or    

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                                                                [Download Table]

PARTY:                           RESPONSIBILITIES:                              
------                           -----------------                              
                                                                                
                                      the Business Day prior to such            
                                      Distribution Date, as applicable;         

                                 -    preparing and distributing annual investor
                                      reports necessary to enable               
                                      certificateholders to prepare their tax   
                                      returns;                                  

                                 -    preparing and distributing the monthly    
                                      Distribution Date statement to            
                                      certificateholders based solely on        
                                      information received from the Servicer,   
                                      the Cap Contract Counterparty and the Swap
                                      Counterparty and without any independent  
                                      verification of such information;         

                                 -    preparing and filing annual federal and   
                                      (if required) state tax returns on behalf 
                                      of the Issuing Entity;                    

                                 -    preparing and filing periodic reports with
                                      the Securities Exchange Commission on     
                                      behalf of the Issuing Entity with respect 
                                      to the certificates in accordance with the
                                      Pooling and Servicing Agreement; and      

                                 -    holding and maintaining the mortgage loan 
                                      documents related to the Mortgage Loans to
                                      be held by it, as custodian, in a         
                                      fire-resistant facility intended for the  
                                      safekeeping of mortgage loan files on     
                                      behalf of the Issuing Entity.             

                                 See "Descriptions of the Agreement--The        
                                 Trustee" in the prospectus.                    

TRUST ACCOUNTS                                                                  

All amounts in respect of principal and interest received from the    
borrowers or other recoveries in respect of the Mortgage Loans will, at all     
times before distribution thereof to the certificateholders, be invested in the 
Trust Accounts, which are accounts established in the name of the Trustee. Funds
on deposit in the Trust Accounts may be invested by the party responsible for   
such Trust Account in eligible investments, as described under "Description of  
the Agreements--Collection Account and Related Accounts" in the prospectus. The 
Trust Accounts will be established by the applicable parties listed below, and  
any investment income or other benefit earned on each Trust Account will be as  
retained or distributed as follows:                                             

                                                                [Download Table]

TRUST ACCOUNT:       RESPONSIBLE PARTY:  APPLICATION OF ANY INVESTMENT EARNINGS:
--------------       ------------------  ---------------------------------------
                                                                                
Collection Account   Servicer            Any investment earnings or other       
                                         benefits will be paid as compensation  
                                         or reserved by, the Servicer and will  
                                         not be available for distributions to  
                                         certificateholders.                    

Certificate Account  Trustee             Any investment earnings or other       
                                         benefits will be paid as compensation  
                                         to the Trustee and will not be         
                                         available for distributions to         
                                         certificateholders.                    

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                                                        [Enlarge/Download Table]
                                                                                            
Corridor Contract Account         Trustee                      Funds will remain uninvested.

Swap Account and the Cap Account  Supplemental Interest Trust  Funds will remain uninvested.
                                  Trustee                                                   

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FLOW OF PAYMENTS                                                                

     The diagram below illustrates the flow of collections and other payments on
the Mortgage Loans through the trust accounts.                                  

(FLOW CHART)

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 SERVICING OF THE MORTGAGE LOANS

GENERAL                                                                         

   The Servicer will service the Mortgage Loans in accordance with the terms
set forth in the Pooling and Servicing Agreement. Notwithstanding anything to   
the contrary in the prospectus, the Trustee will not be responsible for the     
performance of the servicing activities by the Servicer. If the Servicer fails  
to fulfill its obligations under the Pooling and Servicing Agreement, the       
Trustee may, in its discretion, or at the direction of the certificateholders,  
shall terminate the Servicer and the Trustee is obligated to appoint a successor
servicer as provided in the Pooling and Servicing Agreement, subject to the     
pledge and assignment to a servicing rights pledgee as described herein.        

  In accordance with the Pooling and Servicing Agreement, the Servicer may
perform any of its obligations under the Pooling and Servicing Agreement through
one or more subservicers, which may be affiliates of the Servicer.              
Notwithstanding any subservicing arrangement, the Servicer will remain liable   
for its servicing duties and obligations under the Pooling and Servicing        
Agreement as if the Servicer alone were servicing the Mortgage Loans.           

    The servicing rights with respect to the Mortgage Loans may be transferred
to one or more successor servicers at any time, subject to the conditions set   
forth in the Pooling and Servicing Agreement, including the requirements that   
any such successor servicer be qualified to service mortgage loans for Freddie  
Mac or Fannie Mae and that each Rating Agency confirm in writing that the       
transfer of servicing will not result in a qualification, withdrawal or         
downgrade of the then current ratings of any of the Offered Certificates.       

  The Servicer may solicit or refer to a mortgage originator any mortgagor
for refinancing or otherwise take action to encourage refinancing. Any such     
solicitation or action may cause the rate of prepayments on the Mortgage Loans  
to occur at a faster rate than might otherwise be the case.                     

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

The Servicer will be paid the Servicing Fee. The amount of the monthly
Servicing Fee is subject to adjustment with respect to prepaid Mortgage Loans,  
as described below under "-Adjustment to Servicing Fee in Connection with       
Certain Prepaid Mortgage Loans." The Servicer is also entitled to receive, as   
additional servicing compensation, Prepayment Interest Excesses, excess proceeds
from REO Property sales and all service-related fees, including all late payment
charges, insufficient funds charges, assumption fees, modification fees,        
extension fees, and other similar charges (other than prepayment charges), all  
investment income earned on, and benefits arising from, amounts on deposit in   
the Collection Account, and amounts on deposit in the escrow accounts. The      
Servicer is obligated to pay certain ongoing expenses associated with the       
Mortgage Loans in connection with its responsibilities under the Pooling and    
Servicing Agreement. See "Description of the Certificates - Fees and Expenses of
the Trust Fund."                                                                

ADJUSTMENT TO SERVICING FEE IN CONNECTION WITH CERTAIN PREPAID MORTGAGE LOANS   

When a mortgagor prepays all of a Mortgage Loan between Due Dates, the
mortgagor pays interest on the amount prepaid only to the date of the Principal 
Prepayment. Principal Prepayments in full received during the prior Prepayment  
Period are included in the distribution to certificateholders on the related    
Distribution Date thereby causing a shortfall in interest for Principal         
Prepayments occurring between the 15th day of the month through and including   
the last day of the month. In order to mitigate                                 

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the effect of any such shortfall in interest distributions to certificateholders
on any Distribution Date, the Servicer is required to deposit Compensating      
Interest in the related Collection Account for distribution to the              
certificateholders on such Distribution Date; provided, however, that the amount
so deposited with respect to any Distribution Date shall be limited to the      
product of (i) one-twelfth of 0.25% and (ii) the aggregate Stated Principal     
Balance of the Mortgage Loans with respect to such Distribution Date.           
Compensating Interest shall only be paid with respect to Principal Prepayments  
in full received during the period from and including the 15th day of the month 
through and including the last day of the month. Any such deposit by the        
Servicer will be reflected in the distributions to the certificateholders made  
on the Distribution Date to which such Prepayment Period relates. Any Prepayment
Interest Shortfall will be allocated on such Distribution Date pro rata among   
the outstanding classes of certificates based upon the amount of interest each  
such class would otherwise be paid on such Distribution Date.                   

ADVANCES                                                                        

 Subject to the limitations described below, on each Servicer Remittance
Date, the Servicer will be required to make Advances from its funds or funds in 
the Collection Account that are not included in available funds for such        
Distribution Date. Advances are intended to maintain a regular flow of scheduled
interest and principal payments on the LIBOR Certificates rather than to        
guarantee or insure against losses.                                             

The Servicer is obligated to make Advances with respect to delinquent 
payments of principal of and interest on each Mortgage Loan (with such payments 
of interest adjusted to the related Net Mortgage Rate) to the extent that such  
Advances are, in its judgment, reasonably recoverable from future payments and  
collections or insurance payments or proceeds of liquidation of the related     
Mortgage Loan; provided, however, that the Servicer will not make Advances with 
respect to the principal portion of any Balloon Amount but the Servicer will be 
required to advance monthly interest on a Balloon Loan until the principal      
balance thereof is reduced to zero subject to the Servicer's determination of   
nonrecoverability; and, provided further, that the Servicer need not make       
Advances with respect to any Mortgage Loan that is 150 days or more delinquent. 
In addition, with respect to Interest-Only Mortgage Loans, the Servicer will    
only advance payments of scheduled interest. The Servicer shall have the right  
to reimburse itself for any such advances from amounts held from time to time in
the related Collection Account to the extent such amounts are not then required 
to be so distributed to certificateholders; provided, however, that any funds so
applied and transferred shall be replaced by the Servicer by deposit in the     
related Collection Account no later than one Business Day prior to the          
Distribution Date on which such funds are required to be distributed. The       
Servicer will not cover shortfalls due to bankruptcy proceedings or the         
application of the Servicemembers Civil Relief Act or similar state legislation 
or regulations. In the event the Servicer previously made Advances which later  
are determined to be nonrecoverable, the Servicer will be entitled to           
reimbursement of such Advances prior to distributions to certificateholders. If 
the Servicer determines on any Servicer Remittance Date to make an Advance, such
Advance will be included with the distribution to holders of the LIBOR          
Certificates on the related Distribution Date. In addition, the Servicer may    
withdraw from the Collection Account funds that were not included in the        
available funds for the preceding Distribution Date to reimburse itself for     
Advances previously made. Any failure by the Servicer to make an Advance as     
required by the Pooling and Servicing Agreement will constitute an event of     
default thereunder, in which case the Trustee or such other entity as may be    
appointed as successor servicer, will be obligated to make any such Advance in  
accordance with the terms of the Pooling and Servicing Agreement. The Servicer  
may reimburse itself from any amounts in the Collection Account for any prior   
Advances or servicing advances that have not been reimbursed at the time the    
Mortgage Loan is modified.                                                      

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LOSS MITIGATION PROCEDURES                                                      

   The Servicer is authorized to engage in a wide variety of loss mitigation
practices. With respect to such of the Mortgage Loans as come into and continue 
in default, the Servicer will decide whether to (i) foreclose upon the mortgaged
properties securing those Mortgage Loans, (ii) write off the unpaid principal   
balance of the Mortgage Loans as bad debt if no net recovery is possible through
foreclosure, (iii) take a deed in lieu of foreclosure, (iv) accept a short sale 
(a payoff of the Mortgage Loan for an amount less than the total amount         
contractually owed in order to facilitate a sale of the mortgaged property by   
the mortgagor) or permit a short refinancing (a payoff of the Mortgage Loan for 
an amount less than the total amount contractually owed in order to facilitate  
refinancing transactions by the mortgagor not involving a sale of the mortgaged 
property), (v) arrange for a repayment plan, (vi) agree to a modification in    
accordance with the Pooling and Servicing Agreement, or (vii) solicit or refer  
to a mortgage originator any mortgagor for refinancing or otherwise take action 
to encourage refinancing. As to any Mortgage Loan that becomes 120 days         
delinquent, the Servicer may obtain a broker's price opinion, the cost of which 
will be reimbursable as a servicing advance. After obtaining the broker's price 
opinion, the Servicer will determine whether a net recovery is possible through 
foreclosure proceedings or other liquidation of the related mortgaged property. 
If the Servicer determines that no such recovery is possible, it may charge off 
the related Mortgage Loan at the time it becomes 180 days delinquent. Once a    
Mortgage Loan has been charged off, the Servicer will discontinue making        
Advances, the Servicer will not be entitled to Servicing Fees, and the loan will
be treated as a liquidated Mortgage Loan giving rise to a Realized Loss. If the 
Servicer determines that such net recovery is possible through foreclosure      
proceedings or other liquidation of the related mortgaged property on a Mortgage
Loan that becomes 180 days delinquent, the Servicer may continue making         
Advances, the Servicer shall continue to service the Mortgage Loan and will     
receive the Servicing Fee therefor, and the Servicer will be required to notify 
the Trustee of such decision.                                                   

  Any Mortgage Loan that is charged off may continue to be serviced by the
Servicer for the certificateholders using specialized collection procedures     
(including foreclosure, if appropriate).The Servicer will not be entitled to any
Servicing Fees or reimbursement of expenses in connection with such Mortgage    
Loans after the date of charge off, except to the extent of funds available from
the aggregate amount of recoveries on all such Mortgage Loans. Any such Mortgage
Loans serviced in accordance with the specialized collection procedures shall be
serviced for approximately six months. Any net recoveries received on such      
Mortgage Loans during such six month period will be treated as liquidation      
proceeds and included in the amount available to make distributions on the      
Certificates. On the date that is six months after the date on which the        
Servicer begins servicing such Mortgage Loans using the specialized collection  
procedures, unless specific net recoveries are anticipated by the Servicer on a 
particular Mortgage Loan, such charged off loan will be released to the majority
holder of the Class C Certificates and thereafter, (i) the majority holder of   
the Class C Certificates (as identified with contact information in writing to  
the Servicer by the Depositor) will be entitled to any amounts subsequently     
received in respect of any such released loans, subject to a servicing fee, (ii)
the servicing thereof and the servicing fee shall be pursuant to a servicing    
agreement between the Depositor and the Servicer if the Servicer continues to   
service such loan and (iii) the majority holder of the Class C Certificates may 
designate any servicer to service any such released loan and (iv) the majority  
holder of the Class C Certificates may sell any such released loan to a third   
party.                                                                          

EVIDENCE AS TO COMPLIANCE                                                       

     The Pooling and Servicing Agreement will require the Servicer and any party
required by Item 1123 of Regulation AB for each year in which a Report on Form  
10-K is required to be filed, to deliver annually to the Depositor and the      
Trustee an officer's certificate stating that (i) a review of that party's      
servicing activities during the preceding calendar year and of performance under
the agreement has been                                                          

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made under the officer's supervision, and (ii) to the best of the officer's     
knowledge, based on the review, such party has fulfilled all its obligations    
under the agreement throughout the year, or, if there has been a failure to     
fulfill any obligation in any material respect, specifying the failure known to 
the officer and the nature and status of the failure.                           

     In addition, for each year in which a Report on Form 10-K is required to be
filed, the Servicer and each party, if any, that performs a discrete function   
specified by Item 1122(d) of Regulation AB for more than 5% of the Mortgage     
Loans will be required to deliver annually to the Trustee, a report (an         
"Assessment of Compliance") that assesses compliance by that party with the     
servicing criteria set forth in item 1122(d) of Regulation AB that contains the 
following:                                                                      

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

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

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

        -    a statement that a registered public accounting firm has issued
           an attestation report on the party's assessment of compliance
with the servicing criteria.                      

 Each party that is required to deliver an Assessment of Compliance will
also be required to deliver an attestation report of a registered public        
accounting firm, prepared in accordance with the standards for attestation      
engagements issued or adopted by the Public Company Accounting Oversight Board, 
that expresses an opinion, or states that an opinion cannot be expressed,       
concerning the party's assessment of compliance with the applicable servicing   
criteria.                                                                       

   For each year in which a Report on Form 10-K is required to be filed, the
Servicer will cause all such items for itself and its required subcontractors,  
if any, to be delivered for filing on a Form 10-K.                              

CUSTODY OF THE MORTGAGE FILES                                                   

The Servicer generally will not have responsibility for custody of the
Mortgage Loan documents described under "The Pooling and Servicing              
Agreement--Assignment of Mortgage Loans" below. These documents are generally   
required to be delivered to the Trustee or the custodian on behalf of the       
Trustee. The Trustee or the custodian on behalf of the Trustee will hold the    
related Mortgage Loan documents on behalf of the Issuing Entity. The Mortgage   
Loan documents related to a Mortgage Loan will be held together in an individual
file separate from other mortgage loan files held by the Trustee or the         
custodian on behalf of the Trustee. The Trustee or the custodian on behalf of   
the Trustee will maintain the Mortgage Loan documents in a fire-resistant       
facility intended for the safekeeping of mortgage loan files.                   

PLEDGE OF SERVICING RIGHTS                                                      

     The Servicer may pledge and assign all of its right, title and interest in,
to and under the Pooling and Servicing Agreement to one or more lenders, or     
servicing rights pledgees, selected by the Servicer, as the representative of   
certain lenders. The Trustee and the Depositor will agree in the Pooling and    
Servicing Agreement that upon delivery to the Trustee by the servicing rights   
pledgee of a letter signed by the Servicer whereunder the Servicer shall resign 
as Servicer under the Pooling and Servicing Agreement,                          

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the Trustee shall appoint the servicing rights pledgee or its designee as       
successor servicer, provided that at the time of such appointment, the servicing
rights pledgee or such designee meets the requirements of a successor servicer  
described in the Pooling and Servicing Agreement (including being acceptable to 
the Rating Agencies) and that the servicing rights pledgee agrees to be subject 
to the terms of the Pooling and Servicing Agreement. Under no circumstances will
the Trustee be required to act as a backup servicer.                            

    The Pooling and Servicing Agreement will provide that (i) the Servicer may
enter into a facility with any person which provides that such person may fund  
Advances and/or servicing advances, although no such facility will reduce or    
otherwise affect the Servicer's obligation to fund such Advances and/or         
servicing advances and (ii) the Pooling and Servicing Agreement may be amended  
by the parties thereto without the consent of the certificateholders to provide 
for such a facility.                                                            

 DESCRIPTION OF THE CERTIFICATES

GENERAL                                                                         

     The certificates will represent the entire beneficial ownership interest in
the Trust Fund to be created under the Pooling and Servicing Agreement. A copy  
of the Pooling and Servicing Agreement will be attached as an exhibit to the    
Current Report on Form 8-K of the Depositor that will be available to purchasers
of the certificates at, and will be filed with, the Securities and Exchange     
Commission within fifteen (15) days of the initial delivery of the certificates.
Reference is made to the attached prospectus for additional information         
regarding the terms and conditions of the Pooling and Servicing Agreement.      

   The following summaries do not purport to be complete and are subject to,
and are 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 will consist of:                                     

 (1)  the Class A Certificates, the Class M Certificates and the Class B
Certificates (all of which are being offered hereby); and   

   (2)  the Class C Certificates and the Class P Certificates (which are not
being offered hereby).                                      

   The Class A-1 and Class R Certificates will generally represent interests
in the Group One Mortgage Loans. On each Distribution Date, principal and       
interest received with respect to the Group One Mortgage Loans generally will be
applied to pay principal and interest with respect to the Class A-1 and Class R 
Certificates. The Class A-2 Certificates will generally represent interests in  
the Group Two Mortgage Loans. On each Distribution Date, principal and interest 
received with respect to the Group Two Mortgage Loans generally will be applied 
to pay principal and interest with respect to the Class A-2 Certificates. The   
Class M and Class B Certificates will generally represent interests in both the 
Group One and Group Two Mortgage Loans. On each Distribution Date, principal and
interest received with respect to both the Group One and Group Two Mortgage     
Loans will be applied to pay principal and interest with respect to the Class M 
and Class B Certificates.                                                       

    The LIBOR Certificates (other than the Class R Certificate) will be issued
in book-entry form as described below. The Definitive Certificates will be      
transferable and exchangeable through the Trustee. The LIBOR Certificates (other
than the Class R Certificate) will be issued in minimum dollar denominations of 
$25,000 and integral multiples of $1 in excess of $25,000. With respect to      
initial                                                                         

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European investors only, the LIBOR Certificates will only be sold in minimum    
total investment amounts of $100,000. A single Class R Certificate will be      
issued in definitive form in a $100 denomination.                               

BOOK-ENTRY CERTIFICATES                                                         

The LIBOR Certificates (other than the Class R Certificate) will be   
Book-Entry Certificates. Certificate Owners may elect to hold their Book-Entry  
Certificates through DTC in the United States, or Clearstream Luxembourg or     
Euroclear in Europe, if they are participants in such systems, or indirectly    
through organizations that are participants in such systems. The Book-Entry     
Certificates will be issued in one or more certificates that equal the aggregate
principal balance of the LIBOR Certificates (other than the Class R Certificate)
and will initially be registered in the name of Cede & Co., the nominee of DTC. 
Clearstream Luxembourg and Euroclear will hold omnibus positions on behalf of   
their participants through customers' securities accounts in Clearstream        
Luxembourg's and Euroclear's names on the books of their respective depositaries
which in turn will hold such positions in customers' securities accounts in the 
depositaries' names on the books of DTC. Citibank, N.A. will act as depositary  
for Clearstream Luxembourg and JPMorgan Chase Bank, N.A. will act as depositary 
for Euroclear. Investors may hold such beneficial interests in the Book-Entry   
Certificates in minimum Certificate Principal Balances of $25,000 and integral  
multiples of $1 in excess of $25,000. With respect to European investors only,  
the Underwriter will only sell LIBOR Certificates in minimum total investment   
amounts of $100,000. Except as described below, no person acquiring a Book-Entry
Certificate will be entitled to receive a Definitive Certificate. Unless and    
until Definitive Certificates are issued, it is anticipated that the only       
certificateholder of the Book-Entry Certificates will be Cede & Co., as nominee 
of DTC. Certificate Owners will not be certificateholders as that term is used  
in the Pooling and Servicing Agreement. Certificate Owners are only permitted to
exercise their rights indirectly through Participants and DTC.                  

The beneficial owner's ownership of a Book-Entry Certificate will be  
recorded on the records of the Financial Intermediary that maintains the        
beneficial owner's account for such purpose. In turn, the Financial             
Intermediary's ownership of such Book-Entry Certificate will be recorded on the 
records of DTC (or of a participating firm that acts as agent for the Financial 
Intermediary, whose interest will in turn be recorded on the records of DTC, if 
the beneficial owner's Financial Intermediary is not a DTC Participant, and on  
the records of Clearstream Luxembourg or Euroclear, as appropriate).            

Certificate Owners will receive all distributions of principal of, and
interest on, the Book-Entry Certificates from the Trustee through DTC and DTC   
Participants. While the Book-Entry Certificates are outstanding (except under   
the circumstances described below), under the Rules, DTC is required to make    
book-entry transfers among Participants on whose behalf it acts with respect to 
the Book-Entry Certificates and is required to receive and transmit             
distributions of principal of, and interest on, the Book-Entry Certificates.    
Indirect Participants, with whom Certificate Owners have accounts with respect  
to Book-Entry Certificates, are similarly required to make book-entry transfers 
and receive and transmit such distributions on behalf of their respective       
Certificate Owners. Accordingly, although Certificate Owners will not possess   
certificates, the Rules provide a mechanism by which Certificate Owners will    
receive distributions and will be able to transfer their interests.             

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

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accounts of the respective Participants at DTC will be debited and credited.    
Similarly, the Participants and Indirect Participants will make debits or       
credits, as the case may be, on their records on behalf of the selling and      
purchasing Certificate Owners.                                                  

Because of time zone differences, credits of securities received in   
Clearstream Luxembourg or Euroclear as a result of a transaction with a         
Participant will be made during subsequent securities settlement processing and 
dated the Business Day following the DTC settlement date. Such credits or any   
transactions in such securities settled during such processing will be reported 
to the relevant Euroclear or Clearstream Luxembourg Participants on such        
Business Day. Cash received in Clearstream Luxembourg or Euroclear, as a result 
of sales of securities by or through a Clearstream Luxembourg Participant or    
Euroclear Participant to a DTC Participant, will be received with value on the  
DTC settlement date but will be available in the relevant Clearstream Luxembourg
or Euroclear cash account only as of the Business Day following settlement in   
DTC. For information with respect to tax documentation procedures relating to   
the Book-Entry Certificates, see "Material Federal Income Tax Consequences -    
Grantor Trust Funds - Non-U.S. Persons," "Material Federal Income Tax           
Consequences - REMICs - Taxation of Owners of REMIC Regular Certificates -      
Non-U.S. Persons" and "Material Federal Income Tax Consequences - Tax Treatment 
of Certificates as Debt for Tax Purposes - Foreign Investors" in the prospectus 
and "Global Clearance, Settlement and Tax Documentation Procedures - Certain    
U.S. Federal Income Tax Documentation Requirements" in Annex I hereto.          

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

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

    DTC, which is a New York-chartered limited purpose trust company, performs
services for its Participants, some of which (and/or their representatives) own 
DTC. In accordance with its normal procedures, DTC is expected to record the    
positions held by each DTC 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 DTC and DTC Participants as in effect from 
time to time.                                                                   

  Clearstream Luxembourg is incorporated under the laws of Luxembourg as a
professional depository. Clearstream Luxembourg holds securities for Clearstream
Luxembourg Participants and facilitates the clearance and settlement of         
securities transactions between Clearstream Luxembourg Participants through     
electronic book-entry changes in accounts of Clearstream Luxembourg             
Participants, thereby eliminating the need for physical movement of             
certificates. Transactions may be settled in Clearstream Luxembourg in any of 28
currencies, including United States dollars. Clearstream Luxembourg provides to 
its Clearstream Luxembourg Participants, among other things, services for       
safekeeping, administration, clearance and settlement of internationally traded 
securities and securities                                                       

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lending and borrowing. Clearstream Luxembourg interfaces with domestic markets  
in several countries. As a professional depository, Clearstream Luxembourg is   
subject to regulation by the Luxembourg Monetary Institute. Clearstream         
Luxembourg Participants are recognized financial institutions around the world, 
including underwriters, securities brokers and dealers, banks, trust companies, 
clearing corporations and certain other organizations. Indirect access to       
Clearstream Luxembourg is also available to others, such as banks, brokers,     
dealers and trust companies that clear through or maintain a custodial          
relationship with a Clearstream Luxembourg Participant, either directly or      
indirectly.                                                                     

   Euroclear was created in 1968 to hold securities for its participants and
to clear and settle transactions between its participants through simultaneous  
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous        
transfers of securities and cash. Euroclear is owned by Euroclear plc and       
operated through a license agreement by Euroclear Bank S.A./N.V., a bank        
incorporated under the laws of the Kingdom of Belgium.                          

The Euroclear Operator holds securities and book-entry interests in   
securities for participating organizations and facilitates the clearance and    
settlement of securities transactions between Euroclear Participants, and       
between Euroclear Participants and Participants of certain other securities     
intermediaries through electronic book-entry changes in accounts of such        
Participants or other securities intermediaries. The Euroclear Operator provides
Euroclear Participants with, among other things, safekeeping, administration,   
clearance and settlement, securities lending and borrowing and other related    
services.                                                                       

     Non-Participants of Euroclear may hold and transfer book-entry interests in
the Certificates through accounts with a direct Participant of Euroclear or any 
other securities intermediary that holds a book-entry interest in the           
Certificates through one or more securities intermediaries standing between such
other securities intermediary and the Euroclear Operator.                       

     The Euroclear Operator is regulated and examined by the Belgian Banking and
Finance Commission and the National Bank of Belgium.                            

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

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

     Under a book-entry format, beneficial owners of the Book-Entry Certificates
may experience some delay in their receipt of payments, since such payments will
be forwarded by the Trustee to Cede & Co. Distributions with respect to         
Book-Entry Certificates held through Clearstream Luxembourg or Euroclear will be
credited to the cash accounts of Clearstream Luxembourg Participants or         
Euroclear Participants in accordance with the relevant system's rules and       
procedures, to the extent received by the                                       

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Relevant Depositary. Such distributions will be subject to tax reporting and may
be subject to tax withholding in accordance with relevant United States tax laws
and regulations. See "Material Federal Income Tax Consequences - Grantor Trust  
Funds - Non-U.S. Persons," "Material Federal Income Tax Consequences - REMICs - 
Taxation of Owners of REMIC Regular Certificates - Non-U.S. Persons" and        
"Material Federal Income Tax Consequences - Tax Treatment of Certificates as    
Debt for Tax Purposes - Foreign Investors" in the prospectus. Because DTC can   
only act on behalf of Financial Intermediaries, the ability of a beneficial     
owner to pledge Book-Entry Certificates to persons or entities that do not      
participate in the depository system, or otherwise take actions in respect of   
such Book-Entry Certificates, may be limited due to the lack of physical        
certificates for such Book-Entry Certificates. In addition, issuance of the     
Book-Entry Certificates in book-entry form may reduce the liquidity of those    
LIBOR Certificates in the secondary market since some potential investors may be
unwilling to purchase LIBOR Certificates for which they cannot obtain physical  
certificates.                                                                   

 Monthly and annual reports on the Trust Fund provided by the Trustee to
Cede & Co., as nominee of DTC, may be made available to beneficial owners upon  
request, in accordance with the rules, regulations and procedures creating and  
affecting DTC or the Relevant Depositary, and to the Financial Intermediaries to
whose DTC accounts the Book-Entry Certificates of such beneficial owners are    
credited.                                                                       

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

Definitive Certificates will be issued to beneficial owners of the    
Book-Entry Certificates, or their nominees, rather than to DTC, only if:        

 (1)  DTC or the Depositor advises the Trustee in writing that DTC is no
longer willing, qualified or able to discharge properly its 
  responsibilities as nominee and depository with respect to the
   Book-Entry Certificates and the Depositor is unable to locate a
qualified successor;                                        

  (2)  the Depositor, at its sole option, elects to terminate a book-entry
system through DTC; or                                      

(3)  after the occurrence and continuation of an event of default,    
   beneficial owners having not less than 51% of the voting rights
        evidenced by any class of Book-Entry Certificates advise the Trustee
         and DTC through the Financial Intermediaries and the DTC Participants
       in writing that the continuation of a book-entry system through DTC
 (or a successor to DTC) is no longer in the best interests of
beneficial owners of such class.                            

Upon the occurrence of any of the events described in the immediately 
preceding paragraph, the Trustee will be required to notify all beneficial      
owners of the occurrence of such event and the availability of Definitive       
Certificates through DTC. Upon surrender by DTC of the global certificate or    
certificates representing the Book-Entry Certificates and instructions for      
re-registration, the Issuing Entity will issue                                  

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Definitive Certificates, and thereafter the Trustee will recognize the holders  
of such Definitive Certificates as holders of the LIBOR Certificates under the  
Pooling and Servicing Agreement.                                                

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

PAYMENTS ON MORTGAGE LOANS; ACCOUNTS; SUPPLEMENTAL INTEREST TRUST               

     The Pooling and Servicing Agreement will provide that the Servicer, for the
benefit of the certificateholders, shall establish and maintain one or more     
accounts, known collectively as the Collection Account, into which the Servicer 
is generally required to deposit or cause to be deposited, promptly upon receipt
and in any event within two Business Days of receipt, the payments and          
collections described in "Description of the Agreements-Collection Account and  
Related Accounts" in the prospectus, except that the Servicer may deduct its    
Servicing Fee, and any Advances, servicing advances and any expenses in the case
of liquidating defaulted Mortgage Loans or property acquired in respect thereof.
The Pooling and Servicing Agreement will permit the Servicer to direct any      
depository institution maintaining the related Collection Account to invest the 
funds in the Collection Account and escrow accounts in one or more investments  
acceptable to Moody's and S&P as provided in the Pooling and Servicing          
Agreement, that mature, unless payable on demand, no later than the Servicer    
Remittance Date. The Servicer will be entitled to all income and gain realized, 
or any other benefits derived, from the Collection Account and escrow account,  
and the income and gain will be subject to withdrawal by the Servicer from time 
to time. The Servicer will be required to deposit the amount of any losses      
incurred in respect to the Collection Account investments out of its own funds  
as the losses are realized.                                                     

     The Trustee will be obligated to establish the Certificate Account, for the
benefit of the certificateholders, into which the Servicer will deposit or cause
to be deposited not later than 1:00 p.m. New York City time on the Servicer     
Remittance Date from amounts on deposit in the Collection Account, the Interest 
Funds and the Principal Funds with respect to the related Distribution Date.    
Subject to the restrictions set forth in the Pooling and Servicing Agreement,   
the Trustee is permitted to direct that the funds in the Certificate Account be 
invested so long as the investments mature no later than the Distribution Date. 
Certain income and gain realized or other benefits arising from any Certificate 
Account investment will belong to the Trustee. The Trustee or its designee will 
be required to deposit in the Certificate Account out of its own funds the      
amount of any losses incurred in respect of any Certificate Account investment, 
as the losses are realized.                                                     

   The Trustee will be obligated to establish the Corridor Contract Account,
for the benefit of the certificateholders, into which the Trustee shall promptly
deposit upon receipt any amounts received by it and paid pursuant to the        
Corridor Contracts. The funds in the Corridor Contract Account shall not be     
invested.                                                                       

   The Supplemental Interest Trust Trustee will be directed to establish the
Supplemental Interest Trust, as a separate trust, the corpus of which will be   
held by the Supplemental Interest Trust Trustee, in trust, for the benefit of   
the certificateholders. On any Distribution Date, any Swap Termination Payments 
or Net Swap Payments owed to the Swap Counterparty will be paid out of, any Net 
Swap Payments or Swap Termination Payments received from the Swap Counterparty  
will be deposited into, and any Cap Payments received from the Cap Contract     
Counterparty will be deposited into, the Supplemental Interest Trust. The       
Supplemental Interest Trust will not be an asset of any REMIC. On each          
Distribution Date, the Trustee will distribute funds in the Supplemental        
Interest Trust in the manner described in "Description of the                   
Certificates--Distributions from the Supplemental Interest Trust." Funds on     
deposit                                                                         

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in the Supplemental Interest Trust shall be held separate and apart from, and   
shall not be commingled with, any other moneys, including, without limitation,  
other moneys of the Trustee held pursuant to the Pooling and Servicing          
Agreement.                                                                      

DISTRIBUTIONS                                                                   

   General. Distributions on the certificates will be made by the Trustee on
each Distribution Date, commencing in April 2007, to the persons in whose names 
the certificates are registered at the close of business on the Record Date.    

  Distributions on each Distribution Date will be made by wire transfer in
immediately available funds to the account specified by such certificateholder  
at a bank or other depository institution having appropriate wire transfer      
facilities, or, in the case of any certificateholder that has so notified the   
Trustee in writing in accordance with the Pooling and Servicing Agreement, by   
check mailed to the address of the person entitled to distributions as it       
appears on the certificate register; provided, however, that the final          
distribution in retirement of the certificates will be made only upon           
presentation and surrender of such certificates at the office of the Trustee or 
such other address designated in writing by the Trustee. On each Distribution   
Date, a holder of a certificate will receive such holder's Percentage Interest  
of the amounts required to be distributed with respect to the applicable class  
of certificates.                                                                

Distributions of Interest. For each Distribution Date, the interest   
distributable with respect to the Certificates is the interest that has accrued 
thereon at the then applicable related Pass-Through Rate during the related     
Accrual Period less Prepayment Interest Shortfalls, if any.                     

    All calculations of interest on the LIBOR Certificates will be made on the
basis of a 360-day year and the actual number of days elapsed in the applicable 
Accrual Period.                                                                 

    On each Distribution Date (or in the case of any Net Swap Payments owed to
the Swap Counterparty, one business day (as determined under the Swap Agreement)
prior to such Distribution Date), the Interest Funds for such Distribution Date 
are required to be distributed in the following order of priority, until such   
Interest Funds have been fully distributed:                                     

     (1)  to the Class P Certificates, an amount equal to any prepayment charges
          received with respect to the Mortgage Loans or paid by the Servicer or
   the Sponsor in respect of prepayment charges during the related
         Prepayment Period if made in connection with Principal Prepayments in
          full and during the related calendar period if made in connection with
partial Principal Prepayments;                              

    (2)  to the Supplemental Interest Trust, any Net Swap Payments owed to the
Swap Counterparty;                                          

    (3)  to the Supplemental Interest Trust, any Swap Termination Payment owed
        by the Issuing Entity to the Swap Counterparty (other than Defaulted
Swap Termination Payments);                                 

   (4)  concurrently, to each class of the Class A Certificates, the Current
       Interest and any Interest Carry Forward Amount with respect to each
          such class; provided, however, that if Interest Funds are insufficient
         to make a full distribution of the aggregate Current Interest and the
        aggregate Interest Carry Forward Amount to the Class A Certificates,
       Interest Funds will be distributed pro rata among each class of the
         Class A Certificates based upon the ratio of (x) the Current Interest
and Interest Carry Forward Amount for                       

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       each such class to (y) the total amount of Current Interest and any
     Interest Carry Forward Amount for the Class A Certificates in the
aggregate;                                                  

     (5)  to the Class M-1 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (6)  to the Class M-2 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (7)  to the Class M-3 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (8)  to the Class M-4 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (9)  to the Class M-5 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (10) to the Class M-6 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (11) to the Class B-1 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (12) to the Class B-2 Certificates, the Current Interest for such class and
 any Interest Carry Forward Amount with respect to such class;

     (13) to the Class B-3 Certificates, the Current Interest for such class and
     any Interest Carry Forward Amount with respect to such class; and

(14) any remainder to be distributed as described under               
"--Overcollateralization Provisions" below.                 

     On each Distribution Date (or prior to such Distribution Date, with respect
to payments to the Supplemental Interest Trust), subject to the proviso in (4)  
above, Interest Funds received on the Group One Mortgage Loans will be deemed to
be distributed to the Class R and Class A-1 Certificates, and Interest Funds    
received on the Group Two Mortgage Loans will be deemed to be distributed to the
Class A-2 Certificates, in each case, until the related Current Interest and    
Interest Carry Forward Amount of each such class of certificates for such       
Distribution Date has been paid in full, and thereafter, Interest Funds not     
required for such distributions will be available to be applied, if necessary,  
to the class or classes of certificates that are not related to such group of   
Mortgage Loans.                                                                 

     Any payments received under the terms of the related Corridor Contract will
be available to pay the holders of the related classes of the LIBOR Certificates
amounts in respect of any Floating Rate Certificate Carryover (other than any   
Floating Rate Certificate Carryover attributable to the fact that Realized      
Losses are not allocated to the Class A Certificates). Any amounts received     
under the terms of the Corridor Contracts on a Distribution Date that are not   
used to pay such Floating Rate Certificate Carryover will be distributed to the 
holder of the Class C Certificates. Payments from the proceeds of the related   
Corridor Contract in respect of such Floating Rate Certificate Carryover shall  
be paid to the related classes of LIBOR Certificates, pro rata, based upon such 
Floating Rate Certificate Carryover for each related class of LIBOR             
Certificates.                                                                   

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  Distributions of Principal. On each Distribution Date (or in the case of
any Net Swap Payments owed to the Swap Counterparty, one business day (as       
determined under the Swap Agreement) prior to such Distribution Date), the      
Principal Distribution Amount for such Distribution Date is required to be      
distributed in the following order of priority until the Principal Distribution 
Amount has been fully distributed:                                              

    (1)  to the Supplemental Interest Trust, any Net Swap Payments owed to the
      Swap Counterparty to the extent not paid pursuant to paragraph (2)
under "--Distributions of Interest" above.                  

    (2)  to the Supplemental Interest Trust, any Swap Termination Payment owed
        by the Issuing Entity to the Swap Counterparty (other than Defaulted
 Swap Termination Payments) to the extent not paid pursuant to
paragraph (3) under "--Distributions of Interest" above;    

     (3)  to the Class A Certificates, the Class A Principal Distribution Amount
will be distributed as follows:                             

        (a)  the Group One Principal Distribution Amount will be distributed
             sequentially to the Class R and Class A-1 Certificates, in that
               order, until the Certificate Principal Balance of each such class
has been reduced to zero; and                     

        (b)  the Group Two Principal Distribution Amount will be distributed
          as follows: (i) sequentially, to the Class A-2A Certificates
            until the Certificate Principal Balance of such class has been
            reduced to zero, then to the Class A-2B Certificates until the
             Certificate Principal Balance of such class has been reduced to
             zero, then to the Class A-2C Certificates until the Certificate
               Principal Balance of such class has been reduced to zero, then to
         the Class A-2D Certificates until the Certificate Principal
       Balance of such class has been reduced to zero; provided,
           however, that on and after the Distribution Date on which the
             aggregate Certificate Principal Balance of the Class M, Class B
              and Class C Certificates has been reduced to zero, any principal
               distributions allocated to the Class A-2A, Class A-2B, Class A-2C
          and Class A-2D Certificates are required to be allocated pro
             rata, among such classes, based on their respective Certificate
            Principal Balances, until their Certificate Principal Balances
have been reduced to zero;                        

(4)  sequentially, to the Class M-1 Certificates, the Class M-2       
         Certificates and the Class M-3 Certificates, in that order, until the
        Certificate Principal Balance of each such class has been reduced to
         zero, an amount equal to the Class M-1/M-2/M-3 Principal Distribution
Amount;                                                     

  (5)  to the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount;                                                     

  (6)  to the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount;                                                     

  (7)  to the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount;                                                     

  (8)  to the Class B-1 Certificates, the Class B-1 Principal Distribution
Amount;                                                     

  (9)  to the Class B-2 Certificates, the Class B-2 Principal Distribution
Amount;                                                     

  (10) to the Class B-3 Certificates, the Class B-3 Principal Distribution
Amount; and                                                 

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(11) any remainder to be distributed as described under "-            
Overcollateralization Provisions" below.                    

EXAMPLE OF DISTRIBUTIONS                                                        

The following sets forth an example of distributions on the Certificates for the
Distribution Date in May 2007:                                                  

                                                        [Enlarge/Download Table]
                                                                                                     
April 2 through May 1...... Due Period:                Payments due on the first day of the month of 
                                                       the related Distribution Date and partial     
                                                       Principal Prepayments made during the         
                                                       preceding calendar month from borrowers will  
                                                       be deposited in the Collection Account as     
                                                       received and will include scheduled principal 
                                                       payments plus interest on April 1 principal   
                                                       balances of the Mortgage Loans.               

April 15 through May 14.... Prepayment Period:         Prepayments in full received by the Servicer  
                                                       during the related Prepayment Period will be  
                                                       deposited into the Collection Account as      
                                                       received for remittance to the Trustee on the 
                                                       Servicer Remittance Date.                     

April 30................... Record Date                With respect to all Classes of LIBOR          
                                                       Certificates and the Distribution Date,       
                                                       distributions will be made to                 
                                                       certificateholders of record as of the last   
                                                       Business Day of the prior month.              

May 18..................... Servicer Remittance Date:  The Servicer will remit to the Trustee        
                                                       collections and recoveries in respect of the  
                                                       Mortgage Loans including any Advances required
                                                       to be made by the Servicer for that           
                                                       Distribution Date on the later of the (x) the 
                                                       day that is two Business Days after the 15th  
                                                       day of the month in which the related         
                                                       Distribution Date occurs and (y) the 18th day 
                                                       (or if such day is not a Business Day, the    
                                                       immediately preceding Business Day) of the    
                                                       month in which the related Distribution Date  
                                                       occurs.                                       

May 25..................... Distribution Date:         On the 25th day of each month (or if the 25th 
                                                       day is not a Business Day, the next succeeding
                                                       Business Day), the Trustee will make          
                                                       distributions to certificateholders.          

Succeeding months will follow the same pattern. April 2007 will follow the same 
pattern except that the Record Date will be the Closing Date.                   

FEES AND EXPENSES OF THE TRUST FUND                                             

    In consideration of their duties on behalf of the Trust Fund, the Servicer
and the Trustee will receive from the assets of the Trust Fund certain fees and 
other compensation as set forth in the following table:                         

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                  Frequency                                                     How and When Fee and/or      
Fee Payable to:  of Payment:      Amount of Fee and/or Compensation:             Compensation Is Paid:       
---------------  -----------  ------------------------------------------  -----------------------------------
                                                                                                             
Servicer         Monthly      For each Mortgage Loan, a monthly fee paid  The monthly fee will be deducted by
                              to the Servicer out of interest             the Servicer from the Collection   
                              collections received from the related       Account in respect of each Mortgage
                              Mortgage Loan calculated on the             Loan serviced by the Servicer,     
                              outstanding principal balance of each       before payment of any amounts to   
                              Mortgage Loan at 0.500% per annum for each  certificateholders.                
                              Mortgage Loan.                                                                 

                              Additionally, any investment earnings on,                                      
                              or benefits derived from, the Collection                                       
                              Account and the escrow accounts will be                                        
                              paid as compensation to the Servicer, and                                      
                              will not be available for distributions to                                     
                              certificateholders. As additional                                              
                              servicing compensation, the Servicer is                                        
                              entitled to receive Prepayment Interest                                        
                              Excesses, excess proceeds from REO                                             
                              Property sales, all assumption fees and                                        
                              other similar charges (other than                                              
                              prepayment charges), and any other benefit                                     
                              from holding the Collection Account and                                        
                              escrow accounts.                                                               

Trustee          Monthly      Any investment earnings on and other        Investment earnings will be        
                              benefits arising from the Certificate       deducted by the Trustee from the   
                              Account will be paid as compensation to     Certificate Account, before payment
                              the Trustee and will not be available for   of any amounts to                  
                              distributions to certificateholders.        certificateholders.                

   The fees and/or other compensation of the Servicer and the Trustee as set
forth in the table above may not be increased without amendment of the Pooling  
and Servicing Agreement as described under "Description of the Agreements       
--Amendment" in the prospectus.                                                 

Expenses, fees and indemnity amounts of and other amounts due to the  
Servicer and the Trustee will be reimbursed before payments are made on the     
Certificates.                                                                   

OVERCOLLATERALIZATION PROVISIONS                                                

 If on any Distribution Date, after giving effect to any Extra Principal
Distribution Amount, the aggregate Certificate Principal Balance of the LIBOR   
Certificates exceeds the aggregate Stated Principal Balance of the Mortgage     
Loans, the Certificate Principal Balance of the Subordinate Certificates will be
reduced, in inverse order of seniority (beginning with the Class B-3            
Certificates) by an amount equal to such excess until the Certificate Principal 
Balance of each such class is reduced to zero.                                  

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     If the Certificate Principal Balance of a class of Subordinate Certificates
is reduced, that class thereafter will be entitled to distributions of interest 
and principal only with respect to its Certificate Principal Balance as so      
reduced. On subsequent Distribution Dates, however, as described below, Interest
Funds and Principal Funds not otherwise required to be distributed with respect 
to principal of and interest on the certificates will be applied to reduce      
Unpaid Realized Loss Amounts previously allocated to such certificates in order 
of seniority.                                                                   

    On each Distribution Date (or in the case of any Net Swap Payments owed to
the Swap Counterparty, one business day (as determined under the Swap Agreement)
prior to such Distribution Date), Interest Funds and Principal Funds not        
otherwise required to be distributed with respect to principal of and interest  
on the certificates as described above under "--Distributions" will be required 
to be distributed in respect of the following amounts, without duplication,     
until fully distributed:                                                        

   (1)  to the Class A Certificates, any amounts due as described and in the
same order of priority as set forth in paragraph (4) of     
     "--Distributions of Interest," to the extent unpaid from Interest
Funds;                                                      

   (2)  to the Subordinate Certificates, any amounts due as described and in
          the same order of priority as set forth in paragraphs (5) through (13)
        of "--Distributions of Interest," to the extent unpaid from Interest
Funds;                                                      

(3)  the Extra Principal Distribution Amount;                         

 (4)  to the Class M-1 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (5)  to the Class M-2 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (6)  to the Class M-3 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (7)  to the Class M-4 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (8)  to the Class M-5 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (9)  to the Class M-6 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (10) to the Class B-1 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (11) to the Class B-2 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

 (12) to the Class B-3 Certificates, any Unpaid Realized Loss Amount for
such class;                                                 

(13) to the LIBOR Certificates, on a pro rata basis, the Floating Rate
Certificate Carryover in proportion to such amounts;        

 (14) to the Supplemental Interest Trust, any Defaulted Swap Termination
Payment to the extent not already paid; and                 

    (15) to the Class C Certificates or the Class R Certificate, the remaining
amount.                                                     

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DISTRIBUTIONS FROM THE SUPPLEMENTAL INTEREST TRUST                              

On or prior to each Distribution Date (or in the case of any Net Swap 
Payments owed to the Swap Counterparty, one business day (as determined under   
the Swap Agreement) prior to such Distribution Date), funds in the Supplemental 
Interest Trust will be distributed in the following order of priority (provided,
however, Cap Payments will not apply to distributions in paragraphs (1), (2) and
(9) below):                                                                     

   (1)  to the Swap Counterparty, all Net Swap Payments, if any, owed to the
Swap Counterparty for such Distribution Date;               

   (2)  to the Swap Counterparty, any Swap Termination Payment, other than a
Defaulted Swap Termination Payment, if any, owed to the Swap
Counterparty;                                               

  (3)  to each class of the Class A Certificates, on a pro rata basis, any
          Current Interest and any Interest Carry Forward Amount with respect to
     such class to the extent unpaid from Interest Funds and Principal
Funds in proportion to such unpaid amounts;                 

  (4)  sequentially, to each class of the Class M-1, Class M-2, Class M-3,
       Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
       Certificates, in that order, any Current Interest for such class to
the extent unpaid from Interest Funds and Principal Funds;  

  (5)  sequentially, to each class of the Class M-1, Class M-2, Class M-3,
       Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
       Certificates, in that order, any Interest Carry Forward Amount with
      respect to such class to the extent unpaid from Interest Funds and
Principal Funds;                                            

  (6)  to the LIBOR Certificates, to pay principal as described and in the
    same manner and order of priority as set forth in paragraphs (3)
       through (10) of "--Distributions of Principal" in order to maintain
        amounts in respect of the targeted overcollateralization amount, and
      after giving effect to distributions of the Principal Distribution
Amount for each such Class;                                 

  (7)  sequentially, to each class of the Class M-1, Class M-2, Class M-3,
       Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
         Certificates, in that order, any Unpaid Realized Loss Amount for such
       class to the extent unpaid from Interest Funds and Principal Funds;

(8)  to the LIBOR Certificates, on a pro rata basis, any Floating Rate
       Certificate Carryover to the extent not paid from Interest Funds or
    Principal Funds based on the amount of such unpaid Floating Rate
Certificate Carryover;                                      

    (9)  to the Swap Counterparty, any Defaulted Swap Termination Payment owed
to the Swap Counterparty; and                               

 (10) to the holders of the Class C Certificates, any remaining amounts.

   Notwithstanding the foregoing, however, the sum of all cumulative amounts
distributed pursuant to clauses (6) and (7) above will not exceed the cumulative
amount of all Realized Losses incurred.                                         

     Any Floating Rate Certificate Carryover will be paid on future Distribution
Dates from and to the extent of funds available for that purpose as described in
this prospectus supplement. The ratings on the                                  

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LIBOR Certificates do not address the likelihood of the payment of any Floating 
Rate Certificate Carryover.                                                     

In the event that the Supplemental Interest Trust receives a Swap     
Termination Payment, and a successor Swap Counterparty cannot be obtained with  
such Swap Termination Payment, then such Swap Termination Payment will be       
deposited into a reserve account and the Supplemental Interest Trust Trustee, on
each subsequent Distribution Date (until the termination date of the original   
Swap Agreement), will withdraw the amount of any Net Swap Payment deemed due to 
the Supplemental Interest Trust (calculated in accordance with the terms of the 
original Swap Agreement) and administer such Net Swap Payment in accordance with
the terms of the Pooling and Servicing Agreement, for the benefit of the Issuing
Entity. Any such reserve account shall not be an asset of any REMIC. Any amounts
remaining in such reserve account shall be distributed to the holders of the    
Class C Certificates on the Distribution Date immediately following the earlier 
of (i) the optional termination of the Trust Fund as described in "The Pooling  
and Servicing Agreement --Optional Termination" herein and (ii) the Distribution
Date in March 2012.                                                             

SUBORDINATION OF THE DISTRIBUTIONS OF THE SUBORDINATE CERTIFICATES              

The rights of the holders of the Subordinate Certificates to receive  
payments with respect to the Mortgage Loans will be subordinated to the rights  
of the holders of the Class A Certificates and the rights of the holders of each
class of Subordinate Certificates (other than the Class M-1 Certificates) to    
receive such distributions will be further subordinated to the rights of the    
class or classes of Subordinate Certificates with lower payment priorities, in  
each case only to the extent described in this prospectus supplement. The       
subordination of the Subordinate Certificates to the Class A Certificates and   
the further subordination among the Subordinate Certificates is intended to     
provide the certificateholders having higher relative payment priority with     
protection against Realized Losses.                                             

CORRIDOR CONTRACTS                                                              

    On the Closing Date, the Trustee, on behalf of the Issuing Entity, will be
directed to enter into three interest rate cap transactions with the Cap        
Contract Counterparty as evidenced by the Corridor Contracts. The Corridor      
Contracts will be entered into in lieu of negotiating an ISDA Master Agreement  
and confirmation thereunder, and pursuant to the Corridor Contracts, an ISDA    
Master Agreement will be deemed to have been executed by the Trustee, on behalf 
of the Issuing Entity, and the Cap Contract Counterparty on the date that each  
Corridor Contract was executed. The Corridor Contracts are subject to certain   
ISDA definitions. On or prior to the related Corridor Contract Termination Date,
amounts, if any, received by the Trustee for the benefit of the Issuing Entity  
in respect of the applicable Corridor Contract will be used to pay Floating Rate
Certificate Carryover (other than any Floating Rate Certificate Carryover       
attributable to the fact that Realized Losses are not allocated to the Class A  
Certificates) on the related classes of the LIBOR Certificates on a pro rata    
basis. Any amounts that are received on the Corridor Contracts that are not used
to pay such Floating Rate Certificate Carryover on the related LIBOR            
Certificates will be distributed to the holder of the Class C Certificates.     

On the Closing Date, the Cap Contract Counterparty and the Trustee, on
behalf of the Issuing Entity, will enter into a credit support annex in relation
to each of the Corridor Contracts to protect the Issuing Entity from certain    
ratings downgrades that might hinder the ability of the Cap Contract            
Counterparty to continue its obligations under the Corridor Contracts. The      
Trustee will establish a segregated collateral account to hold any collateral   
amounts required to be posted by the Cap Contract Counterparty under the credit 
support annex. Where a termination event occurs with respect to the Cap Contract
Counterparty under the Corridor Contracts, or where the Cap Contract            
Counterparty fulfills certain obligations to the Issuing Entity such as finding 
a replacement swap counterparty or a guarantor                                  

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that meets established criteria of the Rating Agencies, the Trustee may be      
required to make payments from the segregated collateral account to the Cap     
Contract Counterparty if amounts are due to such party under the terms of the   
credit support annex. The Trustee will deposit into the segregated collateral   
account any amounts posted by the Cap Contract Counterparty and will remit      
interest earned on such amounts to the Cap Contract Counterparty pursuant to the
terms of the credit support annex. Amounts held in the segregated collateral    
account will not be part of the Trust Fund and will not be available for        
distribution to any investors.                                                  

   With respect to any Distribution Date on or prior to the related Corridor
Contract Termination Date, in exchange for a fixed payment made to the Cap      
Contract Counterparty on the Closing Date, the Cap Contract Counterparty is     
obligated to pay to the Issuing Entity for deposit into the Corridor Contract   
Account under the related Corridor Contract an amount equal to the product of   
(i) the excess, if any, of (x) the lesser of (A) the related Upper Collar as    
shown under the heading "1 ML Strike Upper Collar" in the related Derivative    
LIBOR Corridor Table appearing below and (B) Derivative LIBOR for such          
Distribution Date over (y) the rate with respect to such Distribution Date as   
shown under the heading "1 ML Strike Lower Collar" in the related Derivative    
LIBOR Corridor Table appearing below, (ii) an amount equal to the lesser of (x) 
the related Corridor Contract Notional Balance for such Distribution Date and   
(y) the outstanding Certificate Principal Balance for such Distribution Date of 
(A) in the case of the Class A-1 Corridor Contract, the Class A-1 and Class R   
Certificates, (B) in the case of the Class A-2 Corridor Contract, the Class A-2 
Certificates or (C) in the case of the Subordinate Certificate Corridor         
Contract, the Subordinate Certificates and (iii) the actual number of days in   
such Accrual Period, divided by 360.                                            

    The Class A-1 Corridor Contract Notional Balances, Class A-1 Lower Collars
and Class A-1 Upper Collar are as described in the following table:             

 CLASS A-1 DERIVATIVE LIBOR CORRIDOR TABLE

                                                                [Download Table]

                                               1ML STRIKE                    
         BEGINNING    ENDING      NOTIONAL    LOWER COLLAR      1ML STRIKE   
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)      (%)(1)      UPPER COLLAR (%)
------   ---------   --------   -----------   ------------   ----------------
                                                                             
   1      03/27/07   04/25/07   728,587,000       7.630           10.860     
   2      04/25/07   05/25/07   725,072,058       7.371           10.860     
   3      05/25/07   06/25/07   719,722,317       7.129           10.860     
   4      06/25/07   07/25/07   712,518,931       7.371           10.860     
   5      07/25/07   08/25/07   703,464,154       7.129           10.860     
   6      08/25/07   09/25/07   692,559,650       7.129           10.860     

(1)  With respect to any Distribution Date, if Derivative LIBOR (subject to the 
  Class A-1 Upper Collar equal to 10.860% per annum) exceeds the Class A-1
Lower Collar, the Issuing Entity will receive payments pursuant to the
Class A-1 Corridor Contract.                                          

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    The Class A-2 Corridor Contract Notional Balances, Class A-2 Lower Collars
and Class A-2 Upper Collar are as described in the following table:             

 CLASS A-2 DERIVATIVE LIBOR CORRIDOR TABLE

                                                                [Download Table]

                                                 1ML STRIKE                    
         BEGINNING    ENDING       NOTIONAL     LOWER COLLAR      1ML STRIKE   
PERIOD    ACCRUAL     ACCRUAL    BALANCE ($)       (%)(1)      UPPER COLLAR (%)
------   ---------   --------   -------------   ------------   ----------------
                                                                               
   1      03/27/07   04/25/07   1,143,943,000       7.449           10.273     
   2      04/25/07   05/25/07   1,138,420,671       7.193           10.273     
   3      05/25/07   06/25/07   1,130,005,857       6.954           10.273     
   4      06/25/07   07/25/07   1,118,668,082       7.194           10.273     
   5      07/25/07   08/25/07   1,104,411,242       6.955           10.273     
   6      08/25/07   09/25/07   1,087,237,288       6.957           10.273     

(1)  With respect to any Distribution Date, if Derivative LIBOR (subject to the 
  Class A-2 Upper Collar equal to 10.273% per annum) exceeds the Class A-2
Lower Collar, the Issuing Entity will receive payments pursuant to the
Class A-2 Corridor Contract.                                          

The Subordinate Certificate Corridor Contract Notional Balances,      
Subordinate Certificate Lower Collars and Subordinate Certificate Upper Collar  
are as described in the following table:                                        

 SUBORDINATE CERTIFICATE DERIVATIVE LIBOR CORRIDOR TABLE

                                                                [Download Table]

                                               1ML STRIKE                    
         BEGINNING    ENDING      NOTIONAL    LOWER COLLAR      1ML STRIKE   
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)      (%)(1)      UPPER COLLAR (%)
------   ---------   --------   -----------   ------------   ----------------
                                                                             
   1      03/27/07   04/25/07   313,947,000       6.777            9.564     
   2      04/25/07   05/25/07   313,947,000       6.520            9.564     
   3      05/25/07   06/25/07   313,947,000       6.279            9.564     
   4      06/25/07   07/25/07   313,947,000       6.520            9.564     
   5      07/25/07   08/25/07   313,947,000       6.280            9.564     
   6      08/25/07   09/25/07   313,947,000       6.281            9.564     

(1)  With respect to any Distribution Date, if Derivative LIBOR (subject to a   
     Subordinate Certificate Upper Collar equal to 9.564% per annum) exceeds the
Subordinate Certificate Lower Collar, the Issuing Entity will receive 
payments pursuant to the Subordinate Certificate Corridor Contract.   

Each Corridor Contract is scheduled to remain in effect until the     
applicable Corridor Contract Termination Date and will be subject to early      
termination only in limited circumstances. Such circumstances include certain   
insolvency or bankruptcy events in relation to the Cap Contract Counterparty or 
the Issuing Entity, the failure by the Cap Contract Counterparty (after a grace 
period as set forth in the related Corridor Contract, after notice of such      
failure is received by the Cap Contract Counterparty) to make a payment due     
under the related Corridor Contract, the failure by the Cap Contract            
Counterparty or the Issuing Entity (after a cure period as set forth in the     
related Corridor Contract) to perform any other agreement made by it under the  
related Corridor Contract, the termination of the Trust Fund, the reduction in  
creditworthiness of a party following a merger event and the related Corridor   
Contract becoming illegal or subject to certain kinds of taxation.              

   The LIBOR Certificates do not represent an obligation of the Cap Contract
Counterparty. Holders of the LIBOR Certificates will not have any right to      
proceed directly against the Cap Contract Counterparty in respect of its        
obligations under any Corridor Contract.                                        

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CAP CONTRACT                                                                    

    On the Closing Date, the Supplemental Interest Trust Trustee, on behalf of
the Supplemental Interest Trust, will be directed to enter into a Cap Contract  
with the Cap Contract Counterparty.                                             

     The Cap Contract will be entered into in lieu of negotiating an ISDA Master
Agreement and confirmation thereunder, and pursuant to the cap Contract, an ISDA
Master Agreement will be deemed to have been executed by the Supplemental       
Interest Trust Trustee and the Cap Contract Counterparty on the date that the   
Cap Contract was executed. The Cap Contract is subject to certain ISDA          
definitions.                                                                    

 On the Closing Date, the Cap Contract Counterparty and the Supplemental
Interest Trust Trustee, on behalf of the Supplemental Interest Trust, will enter
into a credit support annex in relation to the Cap Contract to protect the      
Supplemental Interest Trust from certain ratings downgrades that might hinder   
the ability of the Cap Contract Counterparty to continue its obligations under  
the Cap Contract. The Supplemental Interest Trust Trustee will establish a      
segregated collateral account to hold any collateral amounts required to be     
posted by the Cap Contract Counterparty under the credit support annex. Where a 
termination event occurs with respect to the Cap Contract Counterparty under the
Cap Contract, or where the Cap Contract Counterparty fulfills certain           
obligations to the Supplemental Interest Trust such as finding a replacement    
swap counterparty or a guarantor that meets established criteria of the Rating  
Agencies, the Supplemental Interest Trust Trustee may be required to make       
payments from the segregated collateral account to the Cap Contract Counterparty
if amounts are due to such party under the terms of the credit support annex.   
The Supplemental Interest Trust Trustee will deposit into the segregated        
collateral account any amounts posted by the Cap Contract Counterparty and will 
remit interest earned on such amounts to the Cap Contract Counterparty pursuant 
to the terms of the credit support annex. Amounts held in the segregated        
collateral account will not be part of the Trust Fund and will not be available 
for distribution to any investors.                                              

   Under the Cap Contract, with respect to each Distribution Date during the
period beginning on the Distribution Date in October 2007 and terminating       
immediately following the Distribution Date in March 2012, the Cap Contract     
Counterparty will be obligated to make Cap Payments to the Supplemental Interest
Trust. The Cap Payment is equal to the product of (A) the lesser of (x) the Cap 
Contract Notional Balance for the Distribution Date and (y) the excess if any,  
of (I) the beginning aggregate Certificate Principal Balance for such           
Distribution Date over (II) the Swap Agreement Notional Balance for such        
Distribution Date, (B) the excess, if any, of Derivative LIBOR over 5.322% and  
(C) the actual number of days in the related Accrual Period, divided by 360.    

The Offered Certificates will not represent an obligation of the Cap  
Contract Counterparty. Holders of the Offered Certificates will not have any    
right to proceed directly against the Cap Contract Counterparty in respect of   
its obligations under the Cap Contract.                                         

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     The Cap Contract Notional Balances will be as shown in the following table:

 CAP CONTRACT NOTIONAL BALANCE TABLE

                                                                [Download Table]

         BEGINNING    ENDING      NOTIONAL         FIXED     
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)   STRIKE RATE (%)
------   ---------   --------   -----------   ---------------
                                                             
   1      03/27/07   04/25/07             0          N/A     
   2      04/25/07   05/25/07             0          N/A     
   3      05/25/07   06/25/07             0          N/A     
   4      06/25/07   07/25/07             0          N/A     
   5      07/25/07   08/25/07             0          N/A     
   6      08/25/07   09/25/07             0          N/A     
   7      09/25/07   10/25/07    17,341,658        5.322     
   8      10/25/07   11/25/07    21,194,008        5.322     
   9      11/25/07   12/25/07    25,127,271        5.322     
  10      12/25/07   01/25/08    29,298,671        5.322     
  11      01/25/08   02/25/08    34,794,518        5.322     
  12      02/25/08   03/25/08    41,330,749        5.322     
  13      03/25/08   04/25/08    47,857,800        5.322     
  14      04/25/08   05/25/08    53,187,751        5.322     
  15      05/25/08   06/25/08    57,705,857        5.322     
  16      06/25/08   07/25/08    61,619,951        5.322     
  17      07/25/08   08/25/08    65,009,356        5.322     
  18      08/25/08   09/25/08    67,981,822        5.322     
  19      09/25/08   10/25/08    70,585,713        5.322     
  20      10/25/08   11/25/08    72,888,324        5.322     
  21      11/25/08   12/25/08    74,879,838        5.322     
  22      12/25/08   01/25/09    76,649,461        5.322     
  23      01/25/09   02/25/09   106,582,266        5.322     
  24      02/25/09   03/25/09    97,958,953        5.322     
  25      03/25/09   04/25/09    91,068,242        5.322     
  26      04/25/09   05/25/09   102,690,595        5.322     
  27      05/25/09   06/25/09   103,297,225        5.322     
  28      06/25/09   07/25/09   102,758,455        5.322     
  29      07/25/09   08/25/09   101,752,281        5.322     
  30      08/25/09   09/25/09   100,447,132        5.322     

                                                                [Download Table]

         BEGINNING    ENDING      NOTIONAL         FIXED     
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)   STRIKE RATE (%)
------   ---------   --------   -----------   ---------------
                                                             
  31      09/25/09   10/25/09    98,888,947        5.322     
  32      10/25/09   11/25/09    97,147,444        5.322     
  33      11/25/09   12/25/09    95,332,765        5.322     
  34      12/25/09   01/25/10    93,445,634        5.322     
  35      01/25/10   02/25/10    92,025,896        5.322     
  36      02/25/10   03/25/10    90,301,488        5.322     
  37      03/25/10   04/25/10    89,161,159        5.322     
  38      04/25/10   05/25/10    86,433,460        5.322     
  39      05/25/10   06/25/10    84,708,789        5.322     
  40      06/25/10   07/25/10    82,618,456        5.322     
  41      07/25/10   08/25/10    80,485,665        5.322     
  42      08/25/10   09/25/10    78,266,529        5.322     
  43      09/25/10   10/25/10    76,084,943        5.322     
  44      10/25/10   11/25/10    73,956,424        5.322     
  45      11/25/10   12/25/10    71,876,561        5.322     
  46      12/25/10   01/25/11    69,986,310        5.322     
  47      01/25/11   02/25/11    67,871,761        5.322     
  48      02/25/11   03/25/11    65,706,183        5.322     
  49      03/25/11   04/25/11    63,715,552        5.322     
  50      04/25/11   05/25/11    61,415,236        5.322     
  51      05/25/11   06/25/11    59,146,680        5.322     
  52      06/25/11   07/25/11    56,950,420        5.322     
  53      07/25/11   08/25/11    54,813,042        5.322     
  54      08/25/11   09/25/11    52,750,427        5.322     
  55      09/25/11   10/25/11    50,754,208        5.322     
  56      10/25/11   11/25/11    48,878,508        5.322     
  57      11/25/11   12/25/11    47,075,204        5.322     
  58      12/25/11   01/25/12    45,327,843        5.322     
  59      01/25/12   02/25/12    43,649,347        5.322     
  60      02/25/12   03/25/12    42,028,682        5.322     

SWAP AGREEMENT                                                                  

 On the Closing Date, the Supplemental Interest Trust Trustee will enter
into the Swap Agreement with the Swap Counterparty, BSFP, for the benefit of the
Supplemental Interest Trust.                                                    

The Swap Agreement will be entered into in lieu of negotiating an ISDA
Master Agreement and confirmation thereunder, and pursuant to the Swap          
Agreement, an ISDA Master Agreement will be deemed to have been executed by the 
Supplemental Interest Trust Trustee and the Swap Counterparty on the date that  
the Swap Agreement was executed. The Swap Agreement is subject to certain ISDA  
definitions.                                                                    

The Swap Counterparty and the Supplemental Interest Trust Trustee will
enter into a credit support annex in relation to the Swap Agreement to protect  
the Supplemental Interest Trust from certain ratings downgrades that might      
hinder the ability of the Swap Counterparty to continue its obligations under   
the Swap Agreement. The Supplemental Interest Trust Trustee will establish a    
segregated collateral account to hold any collateral amounts required to be     
posted by the Swap Counterparty under the credit support annex. Where a         
termination event occurs with respect to the Swap Counterparty under the Swap   
Agreement, or where the Swap Counterparty fulfills certain obligations to the   
Supplemental                                                                    

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Interest Trust such as finding a replacement swap counterparty or a guarantor   
that meets established criteria of the Rating Agencies, the Supplemental        
Interest Trust Trustee may be required to make payments from the segregated     
collateral account to the Swap Counterparty if amounts are due to such party    
under the terms of the credit support annex. The Supplemental Interest Trust    
Trustee will deposit into the segregated collateral account any amounts posted  
by the Swap Counterparty and will remit interest earned on such amounts to the  
Swap Counterparty pursuant to the terms of the credit support annex. Amounts    
held in the segregated collateral account will not be part of the Trust Fund and
will not be available for distribution to any investors.                        

     Under the Swap Agreement, with respect to each Distribution Date during the
period beginning on the Distribution Date in October 2007 and terminating       
immediately following the Distribution Date in March 2012, the Supplemental     
Interest Trust will be obligated to pay to the Swap Counterparty a fixed payment
at a per annum rate as set forth in the table below, determined on the basis of 
a 360-day year with twelve 30-day months, and the Swap Counterparty will be     
obligated to pay to the Supplemental Interest Trust a floating payment at a rate
of Derivative LIBOR, determined based on a 360-day year and the actual number of
days in the related Accrual Period, in each case calculated based on the        
scheduled notional balance set forth in the schedule below. To the extent the   
fixed payment owed by the Supplemental Interest Trust exceeds the floating      
payment owed by the Swap Counterparty, one business day (as determined under the
Swap Agreement) prior to the related Distribution Date the Supplemental Interest
Trust will make a Net Swap Payment to the Swap Counterparty out of amounts on   
deposit in the Certificate Account otherwise available to certificate holders as
described in "Distributions--Distributions of Interest" and "--Distributions of 
Principal." To the extent that the floating payment owed by the Swap            
Counterparty exceeds the fixed payment owed by the Supplemental Interest Trust, 
one business day (as determined under the Swap Agreement) prior to the related  
Distribution Date, the Swap Counterparty shall make a Net Swap Payment to the   
Supplemental Interest Trust, which shall be deposited in the Supplemental       
Interest Trust for the benefit of the Issuing Entity.                           

The Swap Agreement Notional Balances will be as shown in the following
table:                                                                          

 SWAP AGREEMENT NOTIONAL BALANCE TABLE

                                                                [Download Table]

         BEGINNING    ENDING       NOTIONAL          FIXED     
PERIOD    ACCRUAL     ACCRUAL    BALANCE ($)    STRIKE RATE (%)
------   ---------   --------   -------------   ---------------
                                                               
   1      03/27/07   04/25/07               0          N/A     
   2      04/25/07   05/25/07               0          N/A     
   3      05/25/07   06/25/07               0          N/A     
   4      06/25/07   07/25/07               0          N/A     
   5      07/25/07   08/25/07               0          N/A     
   6      08/25/07   09/25/07               0          N/A     
   7      09/25/07   10/25/07   2,002,101,515        4.850     
   8      10/25/07   11/25/07   1,960,217,644        4.850     
   9      11/25/07   12/25/07   1,916,777,112        4.850     
  10      12/25/07   01/25/08   1,870,271,440        4.850     
  11      01/25/08   02/25/08   1,811,585,153        4.850     
  12      02/25/08   03/25/08   1,744,756,990        4.850     
  13      03/25/08   04/25/08   1,673,549,188        4.850     
  14      04/25/08   05/25/08   1,609,659,448        4.850     
  15      05/25/08   06/25/08   1,551,211,152        4.850     
  16      06/25/08   07/25/08   1,496,947,285        4.850     
  17      07/25/08   08/25/08   1,446,574,452        4.850     
  18      08/25/08   09/25/08   1,399,265,318        4.850     
  19      09/25/08   10/25/08   1,354,779,310        4.850     
  20      10/25/08   11/25/08   1,312,529,250        4.850     
  21      11/25/08   12/25/08   1,272,808,483        4.850     
  22      12/25/08   01/25/09   1,234,618,481        4.850     
  23      01/25/09   02/25/09   1,091,183,279        4.850     
  24      02/25/09   03/25/09     956,462,215        4.850     
  25      03/25/09   04/25/09     844,876,481        4.850     
  26      04/25/09   05/25/09     760,072,280        4.850     
  27      05/25/09   06/25/09     709,969,399        4.850     
  28      06/25/09   07/25/09     669,043,063        4.850     
  29      07/25/09   08/25/09     635,385,665        4.850     
  30      08/25/09   09/25/09     604,011,100        4.850     

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                                                                [Download Table]

         BEGINNING    ENDING       NOTIONAL          FIXED     
PERIOD    ACCRUAL     ACCRUAL    BALANCE ($)    STRIKE RATE (%)
------   ---------   --------   -------------   ---------------
                                                               
  31      09/25/09   10/25/09     574,811,407        4.850     
  32      10/25/09   11/25/09     548,102,557        4.850     
  33      11/25/09   12/25/09     523,698,368        4.850     
  34      12/25/09   01/25/10     501,357,699        4.850     
  35      01/25/10   02/25/10     470,336,858        4.850     
  36      02/25/10   03/25/10     424,928,426        4.850     
  37      03/25/10   04/25/10     386,241,895        4.850     
  38      04/25/10   05/25/10     383,681,249        4.850     
  39      05/25/10   06/25/10     359,044,763        4.850     
  40      06/25/10   07/25/10     338,169,983        4.850     
  41      07/25/10   08/25/10     319,069,949        4.850     
  42      08/25/10   09/25/10     301,153,052        4.850     
  43      09/25/10   10/25/10     285,194,554        4.850     
  44      10/25/10   11/25/10     270,851,119        4.850     
  45      11/25/10   12/25/10     257,620,274        4.850     
  46      12/25/10   01/25/11     245,098,295        4.850     
  47      01/25/11   02/25/11     233,177,468        4.850     
  48      02/25/11   03/25/11     221,559,058        4.850     
  49      03/25/11   04/25/11     210,364,646        4.850     
  50      04/25/11   05/25/11     200,326,778        4.850     
  51      05/25/11   06/25/11     191,472,108        4.850     
  52      06/25/11   07/25/11     183,064,460        4.850     
  53      07/25/11   08/25/11     175,426,502        4.850     
  54      08/25/11   09/25/11     167,933,870        4.850     
  55      09/25/11   10/25/11     160,936,346        4.850     
  56      10/25/11   11/25/11     154,390,814        4.850     
  57      11/25/11   12/25/11     148,274,770        4.850     
  58      12/25/11   01/25/12     142,544,878        4.850     
  59      01/25/12   02/25/12     137,167,490        4.850     
  60      02/25/12   03/25/12     132,054,464        4.850     

     Upon early termination of the Swap Agreement, the Swap Counterparty may owe
the Supplemental Interest Trust a Swap Termination Payment for the benefit of   
the Issuing Entity, or the Supplemental Interest Trust may owe the Swap         
Counterparty a Swap Termination Payment. Net Swap Payments and Swap Termination 
Payments (other than Defaulted Swap Termination Payments) payable to the Swap   
Counterparty shall be paid out of the Supplemental Interest Trust on a senior   
basis with respect to each applicable Distribution Date. Defaulted Swap         
Termination Payments owed to the Swap Counterparty shall be paid out of the     
Supplemental Interest Trust on a subordinated basis. See "Description of the    
Certificates--Distributions from the Supplemental Interest Trust."              

  The Swap Agreement can be terminated upon an event of default under that
agreement or an early termination event under that agreement. Events of default 
applicable to either party under the Swap Agreement include, among other things,
the following:                                                                  

-    failure to pay;                                        

-    certain bankruptcy and insolvency events; and          

     -    a merger without an assumption of obligations under the Swap
Agreement.                                        

Early termination events under the Swap Agreement include, among other
things:                                                                         

         -    illegality (which generally relates to changes in law causing it
       to become unlawful for either party (or its guarantor, if
             applicable) to perform its obligations under the Swap Agreement
or guaranty, as applicable);                      

         -    a tax event (which generally relates to either party receiving a
            payment under the Swap Agreement from which an amount has been
          deducted or withheld for or on account of taxes or paying an
    additional amount on account of an indemnifiable tax);

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

 -    a credit event upon merger (which generally relates to a
           reduction in the creditworthiness of a party resulting from a
merger);                                          

        -    the aggregate Certificate Principal Balance of all certificates
outstanding has been reduced to zero;             

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          -    the occurrence of an optional termination as described under "The
     Pooling and Servicing Agreement--Optional Termination";

        -    amendment of the Pooling and Servicing Agreement that adversely
          affects the Swap Counterparty without its prior consent; and

-    failure by the Swap Counterparty to comply with certain
        provisions in the Swap Agreement related to Regulation AB.

    If the Supplemental Interest Trust Trustee is unable to or, if applicable,
chooses not to obtain a substitute swap agreement in the event that the Swap    
Agreement is terminated, interest distributable on the certificates will be paid
from amounts received on the Mortgage Loans without the benefit of a Swap       
Agreement or a substitute swap agreement; provided, however, the Trustee shall  
thereafter administer the Swap Termination Payment received as described under  
"Description of the Certificates--Distributions from the Supplemental Interest  
Trust", for the benefit of the Issuing Entity.                                  

     On or after the Closing Date and so long as the Rating Agency Condition has
been satisfied, (i) the Supplemental Interest Trust Trustee may, with the       
consent of the Swap Counterparty, assign or transfer all or a portion of the    
Swap Agreement and (ii) the Swap Counterparty may assign its obligations under  
the Swap Agreement to any institution.                                          

The Swap Agreement is scheduled to terminate by its terms immediately 
following the Distribution Date in March 2012, and upon termination of the Swap 
Agreement no further amounts will be paid to the Swap Counterparty by the       
Supplemental Interest Trust Trustee and no further regularly scheduled amounts  
will be paid to the Supplemental Interest Trust Trustee by the Swap             
Counterparty.                                                                   

CALCULATION OF ONE-MONTH LIBOR                                                  

   On each Interest Determination Date, the Trustee will determine One-Month
LIBOR for the related Accrual Period on the basis of (1) the offered rates for  
one-month United States dollar deposits, as such rates appear on Telerate Page  
3750, as of 11:00 a.m. (London time) on such Interest Determination Date or (2) 
if such rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London     
time), the Trustee will determine such rate on the basis of the offered rates of
the Reference Banks for one-month United States dollar deposits, as such rates  
appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such  
Interest Determination Date.                                                    

   If One-Month LIBOR is determined under clause (2) above, on each Interest
Determination Date, One-Month LIBOR for the related Accrual Period for the LIBOR
Certificates will be established by the Trustee as follows:                     

              (A) If on such Interest Determination Date two or more Reference
          Banks provide such offered quotations, One-Month LIBOR for the related
          Accrual Period for the LIBOR Certificates shall be the arithmetic mean
   of such offered quotations (rounded upwards if necessary to the
nearest whole multiple of 0.03125%).                        

       (B) If on such Interest Determination Date fewer than two
        Reference Banks provide such offered quotations, One-Month LIBOR for
         the related Accrual Period shall be the higher of (x) One-Month LIBOR
         as determined on the previous Interest Determination Date and (y) the
Reserve Interest Rate.                                      

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     The establishment of One-Month LIBOR on each Interest Determination Date by
the Trustee and the Trustee's calculation of the rate of interest applicable to 
the LIBOR Certificates, for the related Accrual Period for the LIBOR            
Certificates shall (in the absence of manifest error) be final and binding.     

REPORTS TO CERTIFICATEHOLDERS                                                   

   On each Distribution Date, the Trustee will prepare and make available on
its website located at www.etrustee.net to each certificateholder, the Servicer,
the Depositor, the Cap Contract Counterparty, the Swap Counterparty and any     
other interested party identified in the Pooling and Servicing Agreement a      
statement, based on information required by the Pooling and Servicing Agreement 
to be delivered by the Servicer, the Cap Contract Counterparty and the Swap     
Counterparty and certain calculations by the Trustee, generally setting forth   
among other information:                                                        

 (1)  the amount of the related distribution to holders of each class of
       certificates allocable to principal, separately identifying (A) the
       aggregate amount of any Principal Prepayments included therein, (B)
        the aggregate amount of all scheduled payments of principal included
   therein and (C) any Extra Principal Distribution Amount, in the
        aggregate and with respect to the Group One Mortgage Loans and Group
Two Mortgage Loans;                                         

(2)  the amount of such distribution to holders of each class of      
certificates allocable to interest;                         

(3)  the Interest Carry Forward Amount for each class of certificates;

    (4)  the Certificate Principal Balance of each class of certificates after
       giving effect to the distribution of principal on such Distribution
Date;                                                       

(5)  the aggregate outstanding principal balance of each class of     
certificates for the following Distribution Date;           

  (6)  the amount of the Servicing Fee paid to or retained by the Servicer
        and any amounts constituting reimbursement or indemnification of the
Servicer or the Trustee;                                    

(7)  the Pass-Through Rate for each class of certificates for such    
Distribution Date;                                          

(8)  the amount of Advances included in the distribution on such      
Distribution Date;                                          

    (9)  the cumulative amount of (A) Realized Losses and (B) Applied Realized
        Loss Amounts to date, in the aggregate and with respect to the Group
One Mortgage Loans and the Group Two Mortgage Loans;        

(10) the amount of (A) Realized Losses and (B) Applied Realized Loss  
        Amounts with respect to such Distribution Date, in the aggregate and
  with respect to the Group One Mortgage Loans and the Group Two
Mortgage Loans;                                             

(11) the number and aggregate principal amounts of Mortgage Loans (A) 
        delinquent (exclusive of Mortgage Loans in foreclosure) (1) 31 to 60
days, (2) 61 to 90 days and (3) 91 or more days, and (B) in 
       foreclosure and delinquent (1) 31 to 60 days, (2) 61 to 90 days and
        (3) 91 or more days, in each case as of the close of business on the
       last day of the calendar month preceding such Distribution Date, in
the aggregate and with                                      

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      respect to the Group One Mortgage Loans and the Group Two Mortgage
Loans in accordance with the OTS methodology for measuring  
delinquencies;                                              

   (12) with respect to any Mortgage Loan that became an REO Property during
      the preceding calendar month, the loan number and Stated Principal
         Balance of such Mortgage Loan as of the close of business on the last
day of the preceding calendar month;                        

(13) whether a Stepdown Trigger Event has occurred and is in effect;  

     (14) the total number and principal balance of any REO Properties as of the
         close of business on the last day of the preceding calendar month, in
the aggregate;                                              

 (15) any Floating Rate Certificate Carryover paid and all Floating Rate
Certificate Carryover remaining on each class of the LIBOR  
Certificates on such Distribution Date;                     

(16) the number and amount of prepayment charges received during the  
  related Prepayment Period if made in connection with Principal
       Prepayments in full and for the preceding calendar month if made in
   connection with partial Principal Prepayments in the aggregate;

(17) as of each Distribution Date, the amount, if any, received by the
    Issuing Entity pursuant to each Corridor Contract and the amount
thereof, if any, to be paid to each class of certificates;  

     (18) as to each Distribution Date, any Cap Payments paid or received by the
Supplemental Interest Trust pursuant to the Cap Contract;   

   (19) as of each Distribution Date, the amount of any Net Swap Payments or
          Swap Termination Payment paid or received by the Supplemental Interest
        Trust pursuant to the Swap Agreement and the amount of any Defaulted
      Swap Termination Payments paid by the Supplemental Interest Trust;

    (20) the number of Mortgage Loans with respect to which (i) a reduction in
 the Mortgage Rate has occurred or (ii) the related borrower's
         obligation to repay interest on a monthly basis has been suspended or
      reduced pursuant to the Servicemembers Civil Relief Act or similar
         state laws, as amended; and the amount of interest not required to be
       paid with respect to any such Mortgage Loans during the related Due
   Period as a result of such reductions in the aggregate and with
      respect to the Group One Mortgage Loans and the Group Two Mortgage
Loans;                                                      

    (21) the amounts distributed as interest in respect of the portion of each
        class of certificates that represents a regular or residual interest
in a REMIC and the amount of distributions on each class of 
      certificates not treated as distributions on a regular or residual
interest in a REMIC;                                        

  (22) the aggregate amount of all Advances recovered during the preceding
calendar month;                                             

  (23) the allocation to each class of certificates of any Realized Losses
during the preceding calendar month;                        

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(24) with respect to each class of certificates, the amount of any    
   Compensating Interest shortfalls on such Distribution Date; and

     (25) information regarding any pool asset changes (other than in connection
         with a pool asset converting into cash in accordance with its terms),
such as additions or removals in connection with pool asset 
      substitutions and repurchases (and purchase rates, if applicable).

  Assistance in using the Trustee's website can be obtained by calling the
Trustee's transaction administrator at (312) 992-1816. Parties that are unable  
to use the above distribution options are entitled to have a paper copy mailed  
to them via first class mail by calling the customer service desk and indicating
such. The Trustee shall have the right to change the way statements are         
distributed in order to make such distribution more convenient and/or more      
accessible to the above parties and the Trustee shall provide timely and        
adequate notification to all above parties regarding any such changes.          

In addition, within a reasonable period of time after the end of each 
calendar year, the Trustee will prepare and deliver to each certificateholder of
record during the previous calendar year a statement containing information     
necessary to enable certificateholders to prepare their tax returns. Such       
statements will not have been examined and reported upon by an independent      
public accountant.                                                              

ADDITIONAL RIGHTS OF THE HOLDER OF THE CLASS R CERTIFICATE                      

  The Class R Certificate will remain outstanding for so long as the Trust
Fund shall exist, whether or not such Class R Certificate is receiving current  
distributions of principal or interest. In addition to distributions of         
principal and interest distributable as described under "--Distributions," the  
holder of the Class R Certificate will be entitled to receive (i) the amounts,  
if any, remaining in each REMIC on any Distribution Date after distributions of 
principal and interest on the regular interests and Class R Certificate on such 
date and (ii) the proceeds of the assets of the Trust Fund, if any, remaining in
each REMIC after distributions in respect of any accrued and unpaid interest on 
such regular interests and Class R Certificate, and after distributions in      
respect of principal have reduced the principal amounts of the regular interests
and Class R Certificate to zero. After the Certificate Principal Balance of the 
Class R Certificate is reduced to zero, it is not anticipated that any material 
distributions will be made with respect to the Class R Certificate at any time. 
See "Material Federal Income Tax Consequences--REMICs-Taxation of Owners of     
REMIC Residual Certificates" in the prospectus.                                 

RESTRICTIONS ON TRANSFER OF THE CLASS R CERTIFICATE                             

  The Class R Certificate will be subject to the following restrictions on
transfer, and the Class R Certificate will contain a legend describing such     
restrictions.                                                                   

     The REMIC provisions of the Code impose certain taxes on (i) transferors of
residual interests to, or agents that acquire residual interests on behalf of,  
disqualified organizations (as defined in the prospectus) and (ii) certain      
pass-through entities (as defined in the prospectus) that have disqualified     
organizations as beneficial owners. No tax will be imposed on a pass-through    
entity (other than an "electing large partnership" as defined in the Code) with 
respect to the Class R Certificate to the extent it has received an affidavit   
from the owner thereof that such owner is not a disqualified organization or a  
nominee for a disqualified organization. The Pooling and Servicing Agreement    
will provide that no legal or beneficial interest in the Class R Certificate may
be transferred to or registered in the name of any person unless (i) the        
proposed purchaser provides to the Trustee an affidavit to the effect that,     
among other items, such transferee is not a disqualified organization and is not
purchasing the Class R Certificate as an agent for a disqualified organization  
(i.e., as a broker, nominee, or other middleman thereof) and (ii)               

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the transferor states in writing to the Trustee that it has no actual knowledge 
that such affidavit or letter is false. Further, such affidavit or letter       
requires the transferee to affirm that it (i) historically has paid its debts as
they have come due and intends to do so in the future, (ii) understands that it 
may incur tax liabilities with respect to the Class R Certificate in excess of  
cashflows generated thereby, (iii) intends to pay taxes associated with holding 
the Class R Certificate as such taxes become due, (iv) will not transfer the    
Class R Certificate to any person or entity that does not provide a similar     
affidavit or letter and (v) will not cause income from the Class R Certificate  
to be attributable to a foreign permanent establishment or fixed base (within   
the meaning of an applicable income tax treaty) of the transferee or another    
U.S. taxpayer.                                                                  

     In addition, the Class R Certificate may not be purchased by or transferred
to any person that is not a U.S. Person (as defined in the prospectus), unless  
such person holds such Class R Certificate in connection with the conduct of a  
trade or business within the United States and furnishes the transferor and the 
Trustee with an effective IRS Form W-8ECI (or any successor thereto).           

The Pooling and Servicing Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and 
void and will vest no rights in any purported transferee. Any transferor or     
agent to whom the Trustee provides information as to any applicable tax imposed 
on such transferor or agent may be required to bear the cost of computing or    
providing such information.                                                     

    The Class R Certificate may not be acquired by or transferred to a Plan or
a person acting for, on behalf of or with any assets of any such Plan. See      
"ERISA Considerations" in this prospectus supplement and in the prospectus.     

 THE POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

The certificates will be issued pursuant to the Pooling and Servicing 
Agreement among the Depositor, the Servicer and the Trustee. The LIBOR          
Certificates in certificated form will be transferable and exchangeable at the  
office of the Trustee, which will serve as certificate registrar and paying     
agent. The Trustee will provide to a prospective or actual certificateholder,   
upon written request, a copy (without exhibits) of the Pooling and Servicing    
Agreement. Requests should be addressed to LaSalle Bank National Association,   
135 South LaSalle Street, Suite 1511, Chicago, Illinois 60603, Attention: FFMER 
2007-1.                                                                         

THE ISSUING ENTITY                                                              

Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1, the  
Issuing Entity, will be formed on the closing date pursuant to the Pooling and  
Servicing Agreement. The Issuing Entity will be a New York common law trust with
no officers or directors and no continuing duties other than to hold and service
the Mortgage Loans and related assets and issue the certificates. The fiscal    
year end for the Issuing Entity will be December 31, commencing with December   
31, 2007.                                                                       

  The Trustee and the Servicer will act on behalf of the Issuing Entity in
accordance with the Pooling and Servicing Agreement, and may only perform those 
actions on behalf of the Issuing Entity that are specified or permitted in the  
Pooling and Servicing Agreement.                                                

 Under the Pooling and Servicing Agreement, the Trustee on behalf of the
Issuing Entity will not have the power to issue additional certificates         
representing interests in the Pooling and Servicing                             

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Agreement, borrow money on behalf of the Issuing Entity or make loans from the  
assets of the Issuing Entity to any person or entity, without the amendment of  
the Pooling and Servicing Agreement by certificateholders and the other parties 
thereto as described under "Description of the Agreements--Amendment" in the    
prospectus.                                                                     

If the assets of the Issuing Entity are insufficient to pay the       
certificateholders all principal and interest owed, holders of certificates will
not receive all of their expected payments of interest and principal and will   
suffer a loss. The Issuing Entity, as a New York common law trust, is not       
eligible to be a debtor in a bankruptcy proceeding. In the event of bankruptcy  
of the Sponsor, the Depositor or the Originator, it is not anticipated that the 
Issuing Entity would become part of the bankruptcy estate or subject to the     
bankruptcy control of a third party.                                            

ASSIGNMENT OF MORTGAGE LOANS                                                    

The Mortgage Loans will be assigned to the Trustee, together with all 
principal and interest received with respect to the Mortgage Loans on and after 
the Cut-off Date, other than scheduled payments due on or before that date. The 
Trustee, as authenticating agent, will, concurrently with such assignment,      
authenticate and deliver the LIBOR Certificates in accordance with the          
instructions of the Depositor. Each Mortgage Loan will be identified in a       
schedule appearing as an exhibit to the Pooling and Servicing Agreement that    
will specify with respect to each Mortgage Loan, among other things, the        
original principal balance and the Stated Principal Balance as of the close of  
business on the Cut-off Date, the Mortgage Rate, the scheduled payment and the  
maturity date of such Mortgage Loan.                                            

     As to each Mortgage Loan, the following documents are generally required to
be delivered to the Trustee (or its custodian) in accordance with the Pooling   
and Servicing Agreement: (1) the related original Mortgage Note, with any riders
thereto, endorsed without recourse to the Trustee or in blank, (2) the original 
Mortgage, with any riders thereto, with evidence of recording indicated (or, if 
the original recorded Mortgage has not yet been returned by the recording       
office, a copy thereof certified to be a true and complete copy of such Mortgage
sent for recording) or, in the case of a Co-op Loan, the original security      
agreement and related documents, (3) an original assignment of the Mortgage to  
the Trustee or in blank in recordable form (except as described below) or, in   
the case of a Co-op Loan, an original assignment of security agreement and      
related documents, (4) the policies of title insurance issued with respect to   
each Mortgage Loan (other than a Co-op Loan) and (5) the originals of any       
assumption, modification, extension or guaranty agreements. It is expected that 
the Mortgages or assignments of Mortgage with respect to many of the Mortgage   
Loans will have been recorded in the name of an agent on behalf of the holder of
the related Mortgage Note. In those cases, no Mortgage assignment in favor of   
the Trustee will be required to be prepared, delivered or recorded. Instead, the
Servicer will be required to take all actions as are necessary to cause the     
Trustee to be shown as the owner of the related Mortgage Loan on the records of 
the agent for purposes of the system of recording transfers of beneficial       
ownership of mortgages maintained by the agent. The Pooling and Servicing       
Agreement does not require the Depositor or any other party to record the       
assignments and the Depositor does not expect to cause the assignments to be    
recorded.                                                                       

 Pursuant to the terms of the Master MLPSA, First Franklin Financial has
made, as of the date of (or provided in) the Master MLPSA, to the Sponsor       
certain representations and warranties that generally include representations   
and warranties similar to those summarized in the prospectus under the heading  
"Description of the Agreements--Representations and Warranties; Repurchases." On
the Closing Date, the Sponsor's rights under the Master MLPSA will be assigned  
by the Sponsor to the Depositor and, in turn, by the Depositor to the Trustee   
for the benefit of holders of the certificates. Within the period of time       
specified in the Master MLPSA following its discovery of a breach of any        
representation or warranty that materially or adversely affects the interests of
holders of LIBOR Certificates in a Mortgage Loan, or                            

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receipt of notice of such breach, First Franklin Financial will be obligated to 
cure such breach or purchase the affected Mortgage Loan from the Issuing Entity 
for a price equal to the unpaid principal balance thereof plus any costs and    
damages incurred by the Issuing Entity in connection with any violation by the  
affected Mortgage Loan of any anti-predatory or anti-abusive lending laws (or,  
in certain circumstances, to substitute another Mortgage Loan).                 

To the extent that any Mortgage Loan as to which a representation or  
warranty has been breached is not purchased by First Franklin Financial and a   
Realized Loss occurs with respect to that Mortgage Loan, holders of the LIBOR   
Certificates may incur a loss. See "Risk Factors--First Franklin Financial      
Corporation may not be able to repurchase defective mortgage loans."            

AMENDMENT                                                                       

  The Pooling and Servicing Agreement may be amended by the Depositor, the
Servicer and the Trustee, without the consent of certificateholders, for any of 
the purposes set forth under "Description of the Agreements--Amendment" in the  
prospectus and as set forth under "Servicing of the Mortgage Loans - Pledge of  
Servicing Rights" herein; provided, however, that the Swap Counterparty shall be
notified of and must consent to any amendment that will materially affect the   
Swap Counterparty's rights or interests under the Pooling and Servicing         
Agreement. In addition, the Pooling and Servicing Agreement may be amended by   
the Depositor, the Servicer and the Trustee and the holders of a 66 2/3%        
Percentage Interest of each class of certificates 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 certificateholders; provided, however, that no such    
amendment may                                                                   

   (1)  reduce in any manner the amount of, or delay the timing of, payments
        required to be distributed on any certificate without the consent of
the holder of such certificate;                             

    (2)  adversely affect in any material respect the interests of the holders
       of any class of certificates in a manner other than as described in
        clause (1) above, without the consent of the holders of certificates
    of such class evidencing, as to such class, Percentage Interests
aggregating 66 2/3%;                                        

 (3)  reduce the aforesaid percentage of aggregate outstanding principal
   amounts of certificates of each class, the holders of which are
         required to consent to any such amendment, without the consent of the
holders of all certificates of such class; or               

   (4)  materially affect the Swap Counterparty's rights or interests unless
      the Swap Counterparty has received notice of and consented to such
amendment.                                                  

   In addition, the Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Sponsor, the Servicer and the Trustee, without the
consent of any of the certificateholders, to comply with the provisions of      
Regulation AB.                                                                  

OPTIONAL TERMINATION                                                            

   Promptly after the Initial Optional Termination Date, the Trustee will be
directed, pursuant to the Pooling and Servicing Agreement, to attempt to        
terminate the Trust Fund through a one-time auction process, using procedures   
that are mutually acceptable to the Trustee and the Depositor, and thereby      
effect the retirement of all of the certificates. Pursuant to such procedures,  
the Trustee will attempt to auction the remaining Trust Fund assets via a       
solicitation of bids from at least three bidders. Any such termination will     
occur only if the highest bid received is at least equal to the Optional        
Termination Price.                                                              

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Net proceeds (after reimbursement of amounts due to the Servicer and the        
Trustee) from the purchase will be distributed to the certificateholders in the 
order of priority described herein. Any such optional termination of the Trust  
Fund will result in an early retirement of the certificates.                    

 If a sufficient purchase price is not achieved at such auction, HLS, as
Servicer, may purchase all of the Mortgage Loans at the Optional Termination    
Price, which similarly would result in an early retirement of the Certificates  
and the termination of the Trust Fund.                                          

EVENTS OF DEFAULT                                                               

Events of default will consist of:                                    

  (1)  any failure by the Servicer to deposit in the Collection Account or
        the Certificate Account the required amounts or remit to the Trustee
         any payment (including an Advance required to be made under the terms
         of the Pooling and Servicing Agreement) that continues unremedied for
       the number of days set forth in the Pooling and Servicing Agreement
    after written notice of the failure shall have been given to the
 Servicer, the Trustee and the Depositor by the Trustee or the
       Depositor, or to the Servicer, the Depositor and the Trustee by the
     holders of certificates evidencing greater than 50% of the voting
rights evidenced by the certificates;                       

(2)  any failure by the Servicer to observe or perform in any material
        respect any other of its covenants or agreements, or any breach of a
      representation or warranty made by the Servicer in the Pooling and
         Servicing Agreement, that continues unremedied for the number of days
        set forth in the Pooling and Servicing Agreement after the giving of
     written notice of the failure to the Servicer, the Trustee or the
      Depositor by the Trustee or the Depositor, or to the Servicer, the
       Depositor and the Trustee by the holders of certificates evidencing
        greater than 50% of the voting rights evidenced by the certificates;
and                                                         

     (3)  insolvency, readjustment of debt, marshaling of assets and liabilities
      or similar proceedings, and certain actions by or on behalf of the
Servicer indicating its insolvency or inability to pay its  
obligations.                                                

As of any date of determination, (1) holders of the LIBOR Certificates will be  
allocated 98% of all voting rights, allocated among the LIBOR Certificates in   
proportion to their respective outstanding Certificate Principal Balances and   
(2) holders of the Class C and Class P Certificates will be allocated all of the
remaining voting rights. Voting rights will be allocated among the certificates 
of each class in accordance with their respective Percentage Interests.         

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RIGHTS UPON EVENT OF DEFAULT                                                    

  So long as an event of default under the Pooling and Servicing Agreement
remains unremedied, the Trustee may, or upon the receipt of instructions from   
the holders of certificates having greater than 50% of the voting rights        
evidenced by the certificates shall, terminate all of the rights and obligations
of the defaulting Servicer under the Pooling and Servicing Agreement and in and 
to the Mortgage Loans, whereupon the Trustee will, within the time period       
specified in the Pooling and Servicing Agreement, succeed to all of the         
responsibilities and duties of the Servicer under the Pooling and Servicing     
Agreement, including the obligation to make Advances, subject to the pledge and 
assignment to a servicing rights pledgee as described in the Pooling and        
Servicing Agreement, or will appoint a successor servicer thereunder. No        
assurance can be given that termination of the rights and obligations of the    
Servicer under the Pooling and Servicing Agreement would not adversely affect   
the servicing of the Mortgage Loans serviced by the Servicer, including the     
delinquency experience of such Mortgage Loans.                                  

No certificateholder, solely by virtue of the holder's status as a    
certificateholder, will have any right under the Pooling and Servicing Agreement
to institute any proceeding regarding an event of default, unless the holder    
previously has given to the Trustee written notice of the continuation of an    
event of default and unless the holders of certificates having not less than 25%
of the voting rights evidenced by the certificates have made written request to 
the Trustee to institute such proceeding in its own name as trustee thereunder  
and have offered to the Trustee, reasonable indemnity and the Trustee for 60    
days has neglected or refused to institute any such proceeding.                 

THE TRUSTEE                                                                     

    The Trustee will be the trustee under the Pooling and Servicing Agreement.
The Trustee will be entitled to investment income earned on and other benefits  
from funds in the Certificate Account. The Trustee will be entitled to          
reimbursement for certain expenses and indemnification amounts prior to         
distributions of any amounts to certificateholders. The office of the Trustee is
located at 135 South LaSalle Street, Suite 1511, Chicago, Illinois 60603,       
Attention: FFMER 2007-1 or at such other addresses as the Trustee may designate 
from time to time.                                                              

The Trustee will:                                                     

  (1)  provide administrative services and file reports with regard to the
certificates;                                               

     (2)  provide reports to the certificateholders regarding the Mortgage Loans
and the certificates; and                                   

    (3)  receive payments with respect to the Mortgage Loans from the Servicer
        and, in its capacity as paying agent for the certificates, remit the
payments to the certificateholders as described herein.     

The Trustee will pay certain administrative expenses of the trust from
amounts on deposit in the Certificate Account.                                  

INDEMNIFICATION AND LIMITATION OF LIABILITY                                     

The Pooling and Servicing Agreement will provide that HLS, LaSalle, as
Trustee and in its individual capacity, and any officer, employee or agent      
thereof will be indemnified from the assets of the Issuing Entity and will be   
held harmless against any loss, liability or expense incurred in connection with
(1) any audit, controversy or judicial proceeding relating to a governmental    
authority or any legal                                                          

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proceeding incurred without negligence or willful misconduct on their part,     
arising out of, or in connection with the acceptance or administration of the   
trusts created under the Pooling and Servicing Agreement and (ii) the           
performance of their duties under the Pooling and Servicing Agreement, including
any applicable fees and expenses payable under the Pooling and Servicing        
Agreement, and the costs and expenses of defending themselves against any claim 
in connection with the exercise or performance of any of their powers or duties 
thereunder. HLS and LaSalle will also be entitled to reimbursement by the       
Issuing Entity of all reasonable expenses, disbursements and Advances incurred  
or made by the Servicer or the Trustee in accordance with the Pooling and       
Servicing Agreement (including the fees and expenses of its counsel), except any
such expenses, disbursements and Advances that are not unanticipated or arise   
from its negligence, bad faith or willful misconduct.                           

SPECIAL SERVICING AGREEMENTS                                                    

     The Pooling and Servicing Agreement may permit the Servicer to enter into a
special servicing advisory agreement with a holder of the Class R Certificate   
and/or one or more other class of subordinate certificates issued by the Issuing
Entity or of a net interest margin trust holding certificates issued by the     
Issuing Entity or an advisor thereto. Pursuant to such agreement, the Servicer  
may provide such person, in its capacity as special servicer, with loan-level   
information with respect to the Mortgage Loans, and such person may advise the  
Servicer with respect to the commencement of foreclosure proceedings or other   
actions to liquidate such Mortgage Loans and/or any other efforts to maximize   
recoveries with respect to such Mortgage Loans.                                 

 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL                                                                         

     The weighted average life of and the yield to maturity on each class of the
LIBOR Certificates will be directly related to the rate of payment of principal 
(including Principal Prepayments) of the Mortgage Loans. The actual rate of     
prepayments on pools of mortgage loans is influenced by a variety of economic,  
tax, geographic, demographic, social, legal and other factors and has fluctuated
considerably in recent years. In addition, the rate of prepayments may differ   
among pools of mortgage loans at any time because of specific factors relating  
to the mortgage loans in a particular pool, including, among other things, the  
age of the mortgage loans, the geographic locations of the properties securing  
the mortgage loans, the extent of the mortgagors' equity in the related         
properties, and changes in the mortgagors' housing needs, job transfers and     
employment status, as well as whether the related mortgage loans are subject to 
prepayment charges. The Servicer may solicit or refer to a mortgage originator  
any mortgagor for refinancing or otherwise take action to encourage refinancing.
Any such refinancings will affect the rate of prepayments on the mortgage pool. 

   The timing of changes in the rate of prepayments may significantly affect
the actual yield to investors who purchase the LIBOR Certificates at prices     
other than par, even if the average rate of prepayments is consistent with the  
expectations of investors. In general, the earlier the payment of principal of  
the Mortgage Loans the greater the effect on an investor's yield to maturity. As
a result, the effect on an investor's yield of Principal Prepayments occurring  
at a rate higher (or lower) than the rate anticipated by the investor during the
period immediately following the issuance of the LIBOR Certificates may not be  
offset by a subsequent like reduction (or increase) in the rate of prepayments. 
Investors must make their own decisions as to the appropriate prepayment        
assumptions to be used in deciding whether to purchase any of the LIBOR         
Certificates. The Depositor does not make any representations or warranties as  
to the rate of prepayment or the factors to be considered in connection with    
such determinations.                                                            

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 The weighted average life of and yield to maturity on each class of the
LIBOR Certificates will also be influenced by the amount of Net Excess Cashflow 
generated by the Mortgage Loans and applied in reduction of the Certificate     
Principal Balances of such certificates. The level of Net Excess Cashflow       
available on any Distribution Date to be applied in reduction of the Certificate
Principal Balances of the LIBOR Certificates will be influenced by, among other 
factors:                                                                        

    (1)  the overcollateralization level of the assets at such time (i.e., the
         extent to which interest on the related Mortgage Loans is accruing on
    a higher Stated Principal Balance than the Certificate Principal
Balance of the related LIBOR Certificates);                 

    (2)  the delinquency and default experience of the related Mortgage Loans;

(3)  the level of One-Month LIBOR;                                    

(4)  the Mortgage Index for the Adjustable Rate Mortgage Loans; and   

    (5)  the provisions of the Pooling and Servicing Agreement that permit Net
        Excess Cashflow to be distributed to the Class C Certificates or the
       Class R Certificate when required overcollateralization levels have
been met.                                                   

To the extent that greater (or lesser) amounts of Net Excess Cashflow are       
distributed in reduction of the Certificate Principal Balance of a class of     
LIBOR Certificates, the weighted average life thereof can be expected to shorten
(or lengthen). No assurance, however, can be given as to the amount of Net      
Excess Cashflow distributed at any time or in the aggregate. See "Description of
the Certificates--Overcollateralization Provisions."                            

 Any Net Swap Payments owed to the Swap Counterparty will reduce amounts
available for distribution to certificateholders and may reduce the Pass-Through
Rates on the LIBOR Certificates. If the rate of prepayments on the Mortgage     
Loans is faster than anticipated, the amount on which payments due under the    
Swap Agreement are calculated (namely, the scheduled notional amount) may exceed
the aggregate scheduled principal balance of the Mortgage Loans, thereby        
increasing the relative proportion of interest collections on the Mortgage Loans
that must be applied to make Net Swap Payments to the Swap Counterparty. The    
combination of a rapid rate of prepayment and low prevailing interest rates     
could adversely affect the yields on the LIBOR Certificates.                    

PREPAYMENTS AND YIELDS FOR THE CERTIFICATES                                     

 Generally, if purchased at other than par, the yield to maturity on the
LIBOR Certificates will be affected by the rate of the payment of principal of  
the Mortgage Loans. If the actual rate of payments on the Mortgage Loans is     
slower than the rate anticipated by an investor who purchases LIBOR Certificates
at a discount, the actual yield to such investor will be lower than such        
investor's anticipated yield. If the actual rate of payments on the Mortgage    
Loans is faster than the rate anticipated by an investor who purchases LIBOR    
Certificates at a premium, the actual yield to such investor will be lower than 
such investor's anticipated yield. Because approximately 63.24% of the Mortgage 
Loans contain prepayment charges, the rate of prepayments during the term of    
such prepayment charges may be less than the rate of prepayments for Mortgage   
Loans which do not contain prepayment charges; however, Principal Prepayments on
the Mortgage Loans could be expected to increase, perhaps materially, at or near
the time of the expiration of the terms of such prepayment charges.             

   Approximately 19.80% of the Mortgage Loans in the mortgage pool are Fixed
Rate Mortgage Loans. In general, if prevailing interest rates fall significantly
below the interest rates on fixed rate                                          

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mortgage loans, fixed rate mortgage loans are likely to be subject to higher    
prepayment rates than if prevailing rates remain at or above the interest rates 
on fixed rate mortgage loans. Conversely, if prevailing interest rates rise     
appreciably above the interest rates on fixed rate mortgage loans, fixed rate   
mortgage loans are likely to experience a lower prepayment rate than if         
prevailing rates remain at or below the interest rates on fixed rate mortgage   
loans.                                                                          

Approximately 80.20% of the Mortgage Loans in the mortgage pool are   
Adjustable Rate Mortgage Loans. As is the case with conventional fixed rate     
mortgage loans, adjustable rate mortgage loans may be subject to a greater rate 
of prepayments in a declining interest rate environment. For example, if        
prevailing interest rates fall significantly, adjustable rate mortgage loans    
could be subject to higher prepayment rates than if prevailing interest rates   
remain constant because the availability of fixed rate mortgage loans at lower  
interest rates may encourage mortgagors to refinance their adjustable rate      
mortgage loans to a lower fixed interest rate. In addition, depending on        
prevailing interest rates, adjustable rate mortgage loans could experience      
higher prepayment rates at or near the time of any interest rate adjustment.    
Nevertheless, no assurance can be given as to the level of prepayment that the  
Mortgage Loans will experience.                                                 

Although the Mortgage Rates on the Adjustable Rate Mortgage Loans are 
subject to adjustment, such Mortgage Rates adjust less frequently than the      
Pass-Through Rate on the LIBOR Certificates and adjust by reference to the      
Mortgage Index. Changes in One-Month LIBOR may not correlate with changes in the
Mortgage Index and also may not correlate with prevailing interest rates. It is 
possible that an increased level of One-Month LIBOR could occur simultaneously  
with a lower level of prevailing interest rates which would be expected to      
result in faster Principal Prepayments, thereby reducing the weighted average   
life of the LIBOR Certificates. The Mortgage Rate applicable to substantially   
all of the Adjustable Rate Mortgage Loans and any Adjustment Date will be based 
on the Mortgage Index value most recently announced generally as of a date 45   
days prior to such Adjustment Date. Thus, if the Mortgage Index value with      
respect to an Adjustable Rate Mortgage Loan rises, the lag in time before the   
corresponding Mortgage Rate increases will, all other things being equal, slow  
the upward adjustment of the related Available Funds Cap. Moreover, the Fixed   
Rate Mortgage Loans have Mortgage Rates that will not adjust and the presence of
the Fixed Rate Mortgage Loans in the mortgage pool will make the related        
Available Funds Cap less likely to adjust either upward or downward. See "The   
Mortgage Pool."                                                                 

The calculation of the Pass-Through Rate on each class of the LIBOR   
Certificates is based upon the value of an index (One-Month LIBOR) that is      
different from the value of the Mortgage Index applicable to all of the         
Adjustable Rate Mortgage Loans (Six-Month LIBOR) as described under "The        
Mortgage Pool--General." In addition, the Fixed Rate Mortgage Loans have        
Mortgage Rates that are not dependent upon any index.                           

The Class A-1 and Class R Certificates are subject to the Class A-1   
Available Funds Cap, which limits the Pass-Through Rate on the Class A-1 and    
Class R Certificates to a per annum rate equal to the product of (i) 12, (ii)   
the quotient of (x) the total scheduled interest on the Group One Mortgage Loans
based on the Net Mortgage Rates in effect on the related Due Date, less the pro 
rata portion (calculated based on the ratio of the Group One Mortgage Loans to  
the total pool of Mortgage Loans) allocable to the Group One Mortgage Loans of  
any Net Swap Payment or Swap Termination Payment (other than Defaulted Swap     
Termination Payments) owed to the Swap Counterparty for such Distribution Date; 
and (y) the aggregate Stated Principal Balance of the Group One Mortgage Loans  
as of the first day of the related Accrual Period and (iii) a fraction, the     
numerator of which is 30 and the denominator of which is the actual number of   
days in the related Accrual Period.                                             

 The Class A-2 Certificates are subject to the Class A-2 Available Funds
Cap, which limits the Pass-Through Rate on the Class A-2 Certificates to a per  
annum rate equal to the product of (i) 12, (ii) the                             

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quotient of (x) the total scheduled interest on the Group Two Mortgage Loans    
based on the Net Mortgage Rates in effect on the related Due Date, less the pro 
rata portion (calculated based on the ratio of the Group Two Mortgage Loans to  
the total pool of Mortgage Loans) allocable to the Group Two Mortgage Loans of  
any Net Swap Payment or Swap Termination Payment (other than Defaulted Swap     
Termination Payments) owed to the Swap Counterparty for such Distribution Date  
and (y) the aggregate Stated Principal Balance of the Group Two Mortgage Loans  
as of the first day of the related Accrual Period and (iii) a fraction, the     
numerator of which is 30 and the denominator of which is the actual number of   
days in the related Accrual Period.                                             

  The Class M and Class B Certificates are subject to the Weighted Average
Available Funds Cap, which limits the Pass-Through Rate on the Class M and Class
B Certificates to a per annum rate equal to the weighted average of the Class   
A-1 Available Funds Cap and the Class A-2 Available Funds Cap (weighted in      
proportion to the results of subtracting from the aggregate Stated Principal    
Balance of each Mortgage Group the current Certificate Principal Balance of the 
Class A-1 and Class R Certificates, in the case of Group One, or the Class A-2  
Certificates, in the case of Group Two).                                        

   Furthermore, even if One-Month LIBOR and Six-Month LIBOR were at the same
level, various factors may cause an Available Funds Cap to limit the amount of  
interest that would otherwise accrue on a related class of LIBOR Certificates.  
In particular, the Pass-Through Rate on each class of LIBOR Certificates adjusts
monthly, while the interest rates on the Adjustable Rate Mortgage Loans adjust  
less frequently and the interest rates on the Fixed Rate Mortgage Loans remain  
constant, with the result that the operation of an Available Funds Cap may limit
increases in the Pass-Through Rates for extended periods in a rising interest   
rate environment. In addition, the Adjustable Rate Mortgage Loans are subject to
periodic (i.e., semi-annual) adjustment caps, minimum and maximum rate caps, and
the weighted average margin is subject to change based upon prepayment          
experience, which also may result in an Available Funds Cap limiting increases  
in the Pass-Through Rate for the related classes of LIBOR Certificates.         
Consequently, the interest that becomes due on the Mortgage Loans (net of the   
Servicing Fee and any Net Swap Payments owed to the Swap Counterparty or Swap   
Termination Payments owed to the Swap Counterparty for the related Distribution 
Date (other than Defaulted Swap Termination Payments)) with respect to any      
Distribution Date may not equal the amount of interest that would accrue at     
One-Month LIBOR plus the margin on each class of LIBOR Certificates.            
Furthermore, if an Available Funds Cap determines the Pass-Through Rate for a   
class of LIBOR Certificates for a Distribution Date, the market value of such   
class of LIBOR Certificates may be temporarily or permanently reduced. Although 
the Pooling and Servicing Agreement provides a mechanism to pay, on a           
subordinated basis, any Floating Rate Certificate Carryover, there is no        
assurance that funds will be available to pay such amount. The ratings assigned 
to the LIBOR Certificates do not address the likelihood of the payment of any   
such amount.                                                                    

In addition, the Pass-Through Rate on the Class A-1 and Class R       
Certificates is subject to the Class A-1 Maximum Rate Cap, the Pass-Through Rate
on any class of the Class A-2 Certificates is subject to the Class A-2 Maximum  
Rate Cap and the Pass-Through Rate on any class of the Class M and Class B      
Certificates is subject to the Weighted Average Maximum Rate Cap. The Maximum   
Rate Caps may limit increases in the Pass-Through Rate on the related class of  
LIBOR Certificates and any shortfall of interest will not be recovered, except  
under limited circumstances described herein.                                   

 The extent to which the yield to maturity on the LIBOR Certificates may
vary from the anticipated yield will depend upon the degree to which they are   
purchased at a discount or premium and, correspondingly, the degree to which the
timing of payments thereon is sensitive to prepayments, liquidations and        
purchases of the Mortgage Loans. In particular, in the case of the LIBOR        
Certificates purchased at a discount, an investor should consider the risk that 
a slower than anticipated rate of principal payments, liquidations and purchases
of the Mortgage Loans could result in an actual yield to                        

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such investor that is lower than the anticipated yield and, in the case of the  
LIBOR Certificates purchased at a premium, the risk that a faster than          
anticipated rate of principal payments, liquidations and purchases of such      
Mortgage Loans could result in an actual yield to such investor that is lower   
than the anticipated yield.                                                     

   The Last Scheduled Distribution Date for each class of LIBOR Certificates
is set forth in the chart appearing on page S-4. The actual final Distribution  
Date with respect to each class of LIBOR Certificates could occur significantly 
earlier than its Last Scheduled Distribution Date because:                      

(1)  Principal Prepayments are likely to occur and such Principal     
 Prepayments will be applied to the payment of the Certificate
Principal Balances thereof;                                 

(2)  excess interest to the extent available will be applied as an    
 accelerated payment of principal on the LIBOR Certificates as
described herein; and                                       

     (3)  the Trustee will be directed in the Pooling and Servicing Agreement to
         conduct a one-time auction for the purchase of all the Mortgage Loans
          in the mortgage pool when the Stated Principal Balance of the Mortgage
          Loans and REO Properties at the time of purchase is less than or equal
          to 10% of the aggregate Stated Principal Balance of the Mortgage Loans
   as of the Cut-off Date and if such auction fails to achieve the
       sufficient purchase price, HLS, as Servicer, may, on any subsequent
Distribution Date, purchase all of the Mortgage Loans.      

     Principal Prepayments on mortgage loans are commonly measured relative to a
prepayment model or standard. The prepayment models used in this prospectus     
supplement are based on an assumed rate of prepayment each month of the then    
unpaid principal balance of a pool of mortgage loans similar to the Fixed Rate  
Mortgage Loans or Adjustable Rate Mortgage Loans, as applicable. For the Fixed  
Rate Mortgage Loans, the prepayment model used in this prospectus supplement is 
HEP. For the Adjustable Rate Mortgage Loans, the prepayment model used in this  
prospectus supplement is PPC.                                                   

 As used in the following tables "0% of the prepayment model" assumes no
Principal Prepayments on the Mortgage Loans; "80% of the prepayment model"      
assumes the Mortgage Loans will prepay at rates equal to 80% of the related     
prepayment model; "100% of the prepayment model" assumes the Mortgage Loans will
prepay at rates equal to 100% of the related prepayment model; "150% of the     
prepayment model" assumes the Mortgage Loans will prepay at rates equal to 150% 
of the related prepayment model; and "200% of the prepayment model" assumes the 
Mortgage Loans will prepay at rates equal to 200% of the related prepayment     
model.                                                                          

    There is no assurance, however, that Principal Prepayments on the Mortgage
Loans will conform to any level of the prepayment model, and no representation  
is made that the Mortgage Loans will prepay at the prepayment rates shown or any
other prepayment rate. The rate of principal payments on pools of mortgage loans
is influenced by a variety of economic, geographic, social and other factors,   
including the level of interest rates. Other factors affecting prepayment of    
mortgage loans include changes in obligors' housing needs, job transfers,       
employment status, the solicitation of mortgagors to refinance their mortgage   
loans and the existence of prepayment charges. The Servicer may solicit or refer
to a mortgage originator any mortgagor for refinancing or otherwise take action 
to encourage refinancing. Any such solicitation or action may cause the rate of 
prepayments on the Mortgage Loans to occur at a faster rate than might otherwise
be the case. In the case of mortgage loans in general, if prevailing interest   
rates fall significantly below the interest rates on the mortgage loans, the    
mortgage loans are likely to be subject to higher prepayment rates than if      
prevailing interest rates remain at or above the rates borne by the             

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mortgage loans. Conversely, if prevailing interest rates rise above the interest
rates on the mortgage loans, the rate of prepayment would be expected to        
decrease.                                                                       

     The weighted average lives of each class of LIBOR Certificates set forth on
the following tables are determined by (1) multiplying the amount of each       
assumed principal distribution with respect to such class by the number of years
from the date of issuance of the certificates to the related Distribution Date, 
(2) summing the results and (3) dividing the sum by the total principal         
distribution on such class of LIBOR Certificates.                               

The following tables have been prepared on the basis of the Modeling  
Assumptions, including the assumption that the Mortgage Loans have the          
approximate characteristics described below:                                    

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 GROUP ONE FIXED RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                          ORIGINAL      REMAINING                                     
                                                        AMORTIZATION  AMORTIZATION   ORIGINAL    REMAINING   ORIGINAL 
                                                            TERM          TERM       INTEREST-   INTEREST-   MONTHS TO
                            NET    ORIGINAL  REMAINING    (LESS IO      (LESS IO       ONLY        ONLY     PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM      TERM         TERM)         TERM)        TERM        TERM       PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)    (MONTHS)      (MONTHS)     (MONTHS)    (MONTHS)   EXPIRATION
-------------  --------  --------  --------  ---------  ------------  ------------  ---------   ----------  ----------
                                                                                                                      
 2,164,336.80    9.447     8.947      360       359          480           479           0           0          36    
 3,212,352.94    9.313     8.813      360       359          600           599           0           0          36    
    86,750.80    8.100     7.600      180       179          180           179           0           0          36    
 8,557,048.02    9.043     8.543      360       359          360           359           0           0          36    
   559,750.00    9.144     8.644      360       359          300           300          60          59          36    
   268,954.06    7.281     6.781      360       359          480           479           0           0          36    
   286,738.29    9.260     8.760      360       360          600           600           0           0          36    
   348,723.80    8.464     7.964      180       180          180           180           0           0          36    
    96,960.74   11.250    10.750      360       359          360           359           0           0          12    
    30,000.00    9.900     9.400      360       360          360           360           0           0          24    
 1,902,711.53    9.185     8.685      360       359          360           359           0           0          36    
   511,200.00    9.673     9.173      360       359          300           300          60          59          36    
   248,948.93    7.597     7.097      360       359          480           479           0           0          36    
   193,382.60    6.900     6.400      180       179          180           179           0           0          36    
 1,009,763.24    7.615     7.115      360       359          360           359           0           0          36    
   157,500.00   11.150    10.650      180       180          120           120          60          60          36    
   510,118.67   10.082     9.582      360       359          300           300          60          59          36    
   531,816.58    8.896     8.396      360       359          480           479           0           0          36    
   277,980.18    9.471     8.971      360       359          600           599           0           0          36    
 1,659,081.85    9.366     8.866      360       359          360           359           0           0          36    
    84,500.00   11.450    10.950      360       359          300           300          60          59          36    
   184,637.39    9.637     9.137      360       359          480           479           0           0          12    
   723,325.66    9.307     8.807      360       359          480           479           0           0          36    
   496,887.63    9.941     9.441      360       359          600           599           0           0          36    
    99,253.68    9.720     9.220      180       179          180           179           0           0          36    
   125,454.76   10.950    10.450      360       359          360           359           0           0          12    
 5,305,420.51    9.182     8.682      360       359          360           359           0           0          36    
   399,150.00   10.065     9.565      360       359          300           300          60          59          36    
 1,309,905.38    7.704     7.204      360       360          480           480           0           0          12    
   427,789.54    8.210     7.710      360       360          480           480           0           0          24    
 4,534,551.49    8.078     7.578      360       359          480           479           0           0          36    
 2,386,570.59    8.441     7.941      360       359          600           599           0           0          12    
   299,964.96    8.200     7.700      360       359          600           599           0           0          24    
11,009,102.54    8.249     7.749      360       359          600           599           0           0          36    
   108,500.00    7.350     6.850      180       180          180           180           0           0          12    
 1,394,754.69    7.326     6.826      180       179          180           179           0           0          36    
   216,169.62    8.850     8.350      240       239          240           239           0           0          36    
 5,115,682.55    8.180     7.680      360       359          360           359           0           0          12    
   669,716.43    8.240     7.740      360       359          360           359           0           0          24    
40,421,501.95    7.638     7.138      360       359          360           359           0           0          36    
   157,250.00    7.999     7.499      180       180          300           300          60          60          36    
 1,595,165.00    8.725     8.225      180       180          120           120          60          60          36    
 1,886,800.00    8.328     7.828      360       359          300           300          60          59          12    
   232,800.00    8.850     8.350      360       359          300           300          60          59          24    
 7,564,863.94    8.452     7.952      360       359          300           300          60          59          36    
 5,806,541.18    8.759     8.259      360       359          480           479           0           0           0    
10,356,717.99    9.504     9.004      360       359          600           599           0           0           0    

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GROUP ONE FIXED RATE MORTGAGE LOANS (CONT'D)

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                                                          ORIGINAL      REMAINING                                     
                                                        AMORTIZATION  AMORTIZATION   ORIGINAL    REMAINING   ORIGINAL 
                                                            TERM          TERM       INTEREST-   INTEREST-   MONTHS TO
                            NET    ORIGINAL  REMAINING    (LESS IO      (LESS IO       ONLY        ONLY     PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM      TERM         TERM)         TERM)        TERM        TERM       PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)    (MONTHS)      (MONTHS)     (MONTHS)    (MONTHS)   EXPIRATION
-------------  --------  --------  --------  ---------  ------------  ------------  ---------   ----------  ----------
                                                                                                                      
 2,331,030.14    6.992     6.492      180       179          180           179           0           0           0    
48,358,937.89    8.200     7.700      360       359          360           359           0           0           0    
   115,100.00    8.150     7.650      180       178          300           300          60          58           0    
   556,000.00   10.888    10.388      180       179          120           120          60          59           0    
 4,641,849.00    9.235     8.735      360       359          300           300          60          59           0    

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 GROUP TWO FIXED RATE MORTGAGE LOANS

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                                                          ORIGINAL      REMAINING                                    
                                                        AMORTIZATION  AMORTIZATION                          ORIGINAL 
                                                            TERM          TERM       ORIGINAL   REMAINING   MONTHS TO
                            NET    ORIGINAL  REMAINING    (LESS IO      (LESS IO        IO         IO      PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM      TERM         TERM)         TERM)        TERM       TERM       PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)    (MONTHS)      (MONTHS)     (MONTHS)   (MONTHS)   EXPIRATION
-------------  --------  --------  --------  ---------  ------------  ------------  ---------  ----------  ----------
                                                                                                                     
    57,576.36   10.350     9.850      180       179          360           359           0          0          36    
 1,224,486.81    8.822     8.322      360       359          480           479           0          0          36    
 4,186,321.37   10.026     9.526      360       359          600           599           0          0          36    
   572,213.55    8.554     8.054      180       180          180           180           0          0          36    
   121,038.10    7.500     7.000      240       239          240           239           0          0          36    
14,895,255.14    9.092     8.592      360       359          360           359           0          0          36    
   124,100.00    8.801     8.301      180       180          120           120          60         60          36    
 2,473,650.00    9.544     9.044      360       359          300           300          60         59          36    
   679,747.93    8.684     8.184      360       360          480           480           0          0          36    
   259,137.64    9.350     8.850      360       359          600           599           0          0          24    
   307,916.48    7.953     7.453      360       359          600           599           0          0          36    
   239,110.89    7.962     7.462      180       179          180           179           0          0          36    
   117,910.09   10.032     9.532      360       360          360           360           0          0          24    
 2,331,948.33    9.452     8.952      360       359          360           359           0          0          36    
   325,900.00   10.210     9.710      360       360          300           300          60         60          36    
   132,759.12    7.750     7.250      360       359          480           479           0          0          36    
   107,912.70    9.600     9.100      360       359          600           599           0          0          36    
   365,340.23    9.645     9.145      360       360          360           360           0          0          36    
   279,900.00   11.700    11.200      360       359          300           300          60         59          12    
   142,900.00   12.300    11.800      360       360          300           300          60         60          36    
   185,723.06    7.500     7.000      360       358          360           358           0          0          36    
   286,195.70    9.296     8.796      360       359          480           479           0          0          36    
   555,800.00    8.049     7.549      360       360          600           600           0          0          36    
    81,470.18    8.303     7.803      180       179          180           179           0          0          36    
    99,944.80    8.950     8.450      360       359          360           359           0          0          24    
   958,391.70    9.474     8.974      360       359          360           359           0          0          36    
 1,240,057.42   10.091     9.591      360       359          480           479           0          0          36    
 3,230,614.73   10.535    10.035      360       359          600           599           0          0          36    
   199,393.32    7.450     6.950      180       179          180           179           0          0          24    
   207,384.27    7.787     7.287      180       179          180           179           0          0          36    
   294,634.92   10.781    10.281      360       360          360           360           0          0          12    
   360,707.38   10.300     9.800      360       360          360           360           0          0          24    
10,112,151.28    9.471     8.971      360       359          360           359           0          0          36    
    75,000.00   12.000    11.500      360       359          300           300          60         59          12    
   399,896.12   10.825    10.325      360       359          300           300          60         59          36    
    54,441.22    9.500     9.000      180       179          360           359           0          0          12    
 2,449,228.55    8.369     7.869      360       359          480           479           0          0          12    
    90,860.59    9.000     8.500      360       359          480           479           0          0          24    
 6,495,861.47    8.018     7.518      360       359          480           479           0          0          36    
 2,059,487.15    8.769     8.269      360       359          600           599           0          0          12    
14,879,895.72    8.696     8.196      360       359          600           599           0          0          36    
   589,415.22    7.531     7.031      180       179          180           179           0          0          12    
    30,000.00    9.900     9.400      180       180          180           180           0          0          24    
 1,782,551.84    7.844     7.344      180       179          180           179           0          0          36    
10,016,209.35    9.180     8.680      360       359          360           359           0          0          12    
 2,368,358.80    8.553     8.053      360       359          360           359           0          0          24    
73,277,710.24    8.119     7.619      360       359          360           359           0          0          36    

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GROUP TWO FIXED RATE MORTGAGE LOANS (CONT'D)

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                                                          ORIGINAL      REMAINING                                    
                                                        AMORTIZATION  AMORTIZATION                          ORIGINAL 
                                                            TERM          TERM       ORIGINAL   REMAINING   MONTHS TO
                            NET    ORIGINAL  REMAINING    (LESS IO      (LESS IO        IO         IO      PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM      TERM         TERM)         TERM)        TERM       TERM       PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)    (MONTHS)      (MONTHS)     (MONTHS)   (MONTHS)   EXPIRATION
-------------  --------  --------  --------  ---------  ------------  ------------  ---------  ----------  ----------
                                                                                                                     
   895,932.00    9.710     9.210      180       179          120           120          60         59          36    
 4,013,450.00    9.064     8.564      360       359          300           300          60         59          12    
   147,750.00    9.250     8.750      360       360          300           300          60         60          24    
 8,416,012.98    9.058     8.558      360       359          300           300          60         59          36    
   134,900.00   12.400    11.900      180       180          360           360           0          0           0    
 7,672,541.65    8.238     7.738      360       359          480           479           0          0           0    
11,321,548.97   10.201     9.701      360       359          600           599           0          0           0    
 3,416,887.31    7.021     6.521      180       179          180           179           0          0           0    
53,168,649.02    8.562     8.062      360       359          360           359           0          0           0    
   737,450.00   11.371    10.871      180       180          120           120          60         60           0    
 9,355,879.79    9.959     9.459      360       359          300           300          60         59           0    
   331,000.00   12.108    11.608      360       360          300           300          60         60          36    

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GROUP ONE ADJUSTABLE RATE MORTGAGE LOANS

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
  1,671,800.00     6.994      6.494       360        359           240            240          120       119   
  1,885,381.19     7.551      7.051       360        360           360            360            0         0   
  1,704,187.92     7.005      6.505       360        359           600            599            0         0   
    167,400.00     8.850      8.350       360        360           480            480            0         0   
    315,524.11     8.449      7.949       360        360           360            360            0         0   
 13,250,576.67     8.003      7.503       360        359           300            300           60        59   
 30,951,676.50     7.617      7.117       360        359           300            300           60        59   
    227,000.00     8.450      7.950       360        360           360            360            0         0   
    171,827.07     9.050      8.550       360        359           360            359            0         0   
    955,175.93     8.219      7.719       360        359           600            599            0         0   
    394,252.31     8.354      7.854       360        359           360            359            0         0   
    132,000.00     6.550      6.050       360        360           300            300           60        60   
     64,000.00     7.500      7.000       360        360           360            360            0         0   
    128,000.00     7.500      7.000       360        360           240            240          120       120   
    122,400.00     7.900      7.400       360        359           300            300           60        59   
    107,200.00     5.990      5.490       360        360           300            300           60        60   
    503,851.40     7.900      7.400       360        359           480            479            0         0   
    236,602.03     6.900      6.400       360        359           360            359            0         0   
    173,272.00     6.400      5.900       360        359           300            300           60        59   
    292,500.00     6.700      6.200       360        360           360            360            0         0   
  1,675,951.30     8.008      7.508       360        360           600            600            0         0   
  1,625,299.00     7.689      7.189       360        360           300            300           60        60   
    364,000.00     6.400      5.900       360        359           300            300           60        59   
    633,379.89     8.473      7.973       360        360           600            600            0         0   
  2,919,104.70     7.035      6.535       360        360           360            360            0         0   
    397,711.80     7.637      7.137       360        359           360            359            0         0   
  6,136,550.96     7.038      6.538       360        359           240            240          120       119   
 13,682,930.00     6.985      6.485       360        359           300            300           60        59   
 53,993,111.74     7.925      7.425       360        359           600            599            0         0   
  4,347,265.05     7.351      6.851       360        359           600            599            0         0   
  9,307,586.36     7.910      7.410       360        359           600            599            0         0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  4.173      3.000      1.000     12.994    6.994        6           59       6M LIBOR        0                
  4.369      3.000      1.000     13.551    7.551        6           60       6M LIBOR        0                
  5.012      3.000      1.000     13.005    7.005        6           59       6M LIBOR        0                
  5.100      3.000      1.000     14.850    8.850        6           36       6M LIBOR       24                
  5.221      1.000      1.000     14.449    8.449        6            6       6M LIBOR        0                
  5.260      3.000      1.000     14.003    8.003        6           23       6M LIBOR        0                
  5.271      3.000      1.000     13.617    7.617        6           35       6M LIBOR        0                
  5.400      2.000      1.000     14.450    8.450        6           12       6M LIBOR       12                
  5.400      3.000      1.000     15.050    9.050        6           23       6M LIBOR       12                
  5.400      3.000      1.000     14.219    8.219        6           23       6M LIBOR       24                
  5.400      3.000      1.000     14.354    8.354        6           59       6M LIBOR       36                
  5.400      3.000      1.000     12.550    6.550        6           36       6M LIBOR       24                
  5.400      3.000      1.000     13.500    7.500        6           60       6M LIBOR       36                
  5.400      3.000      1.000     13.500    7.500        6           60       6M LIBOR       36                
  5.400      3.000      1.000     13.900    7.900        6           23       6M LIBOR       36                
  5.400      3.000      1.000     11.990    5.990        6           36       6M LIBOR       36                
  5.400      3.000      1.000     13.900    7.900        6           23       6M LIBOR       12                
  5.400      3.000      1.000     12.900    6.900        6           35       6M LIBOR       24                
  5.400      3.000      1.000     12.400    6.400        6           23       6M LIBOR       36                
  5.400      3.000      1.000     12.700    6.700        6           36       6M LIBOR       24                
  5.400      3.000      1.000     14.008    8.008        6           36       6M LIBOR       12                
  5.400      3.000      1.000     13.689    7.689        6           36       6M LIBOR       12                
  5.400      3.000      1.000     12.400    6.400        6           35       6M LIBOR       24                
  5.402      3.000      1.000     14.473    8.473        6           36       6M LIBOR       24                
  5.425      3.000      1.000     13.035    7.035        6           60       6M LIBOR       36                
  5.440      3.000      1.000     13.637    7.637        6           23       6M LIBOR       12                
  5.460      3.000      1.000     13.038    7.038        6           59       6M LIBOR       36                
  5.464      3.000      1.000     12.985    6.985        6           35       6M LIBOR       36                
  5.468      3.000      1.000     13.925    7.925        6           35       6M LIBOR        0                
  5.478      3.000      1.000     13.351    7.351        6           59       6M LIBOR       36                
  5.494      3.000      1.000     13.910    7.910        6           23       6M LIBOR       12                

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GROUP ONE ADJUSTABLE RATE MORTGAGE LOANS (CONT'D) 

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
  1,490,000.00     6.882      6.382       360        359           300            300          60         59   
  1,039,004.36     7.682      7.182       360        359           600            599           0          0   
 30,127,178.32     8.178      7.678       360        359           600            599           0          0   
 16,054,455.35     8.408      7.908       360        359           480            479           0          0   
  1,256,915.30     7.915      7.415       360        359           600            599           0          0   
    747,169.61     7.372      6.872       360        360           600            600           0          0   
    399,683.97     6.755      6.255       360        359           480            479           0          0   
    465,935.84     8.341      7.841       360        359           360            359           0          0   
    643,000.00     7.229      6.729       360        360           300            300          60         60   
    965,488.32     8.171      7.671       360        359           600            599           0          0   
 45,538,056.31     7.377      6.877       360        359           300            300          60         59   
 17,810,892.08     7.488      6.988       360        359           600            599           0          0   
  1,054,540.42     8.135      7.635       360        359           360            359           0          0   
    688,363.83     7.643      7.143       360        359           360            359           0          0   
 31,815,266.06     8.066      7.566       360        359           480            479           0          0   
111,633,107.24     7.833      7.333       360        359           600            599           0          0   
  6,489,950.24     7.636      7.136       360        359           300            300          60         59   
 67,872,033.93     8.083      7.583       360        359           360            359           0          0   
    563,859.28     8.074      7.574       360        358           600            598           0          0   
  6,176,844.46     7.459      6.959       360        359           480            479           0          0   
  1,361,595.00     7.757      7.257       360        359           300            300          60         59   
    414,637.52     8.215      7.715       360        359           480            479           0          0   
  1,482,968.14     8.445      7.945       360        359           360            359           0          0   
  2,144,035.26     8.562      8.062       360        359           600            599           0          0   
    420,301.74     8.234      7.734       360        359           480            479           0          0   
  2,306,915.84     8.066      7.566       360        359           480            479           0          0   
    209,637.73     8.613      8.113       360        359           360            359           0          0   
 34,224,112.34     8.357      7.857       360        359           360            359           0          0   
 28,035,624.69     8.014      7.514       360        359           480            479           0          0   
    561,589.48     8.015      7.515       360        359           360            359           0          0   
    751,740.22     8.405      7.905       360        359           480            479           0          0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  5.497      3.000      1.000     12.882    6.882        6           23       6M LIBOR       36                
  5.502      3.000      1.000     13.682    7.682        6           35       6M LIBOR       36                
  5.511      3.000      1.000     14.178    8.178        6           23       6M LIBOR        0                
  5.530      3.000      1.000     14.408    8.408        6           23       6M LIBOR        0                
  5.531      3.000      1.000     13.915    7.915        6           35       6M LIBOR       24                
  5.537      3.000      1.000     13.372    7.372        6           36       6M LIBOR       36                
  5.538      3.000      1.000     12.755    6.755        6           23       6M LIBOR       36                
  5.542      2.000      1.000     14.341    8.341        6           11       6M LIBOR       12                
  5.544      3.000      1.000     13.229    7.229        6           36       6M LIBOR       36                
  5.546      3.000      1.000     14.171    8.171        6           23       6M LIBOR       24                
  5.559      3.000      1.000     13.377    7.377        6           23       6M LIBOR       24                
  5.569      3.000      1.000     13.488    7.488        6           35       6M LIBOR       36                
  5.582      3.000      1.000     14.135    8.135        6           35       6M LIBOR       12                
  5.583      3.000      1.000     13.643    7.643        6           35       6M LIBOR       36                
  5.624      3.000      1.000     14.066    8.066        6           35       6M LIBOR        0                
  5.606      3.000      1.000     13.833    7.833        6           23       6M LIBOR       24                
  5.609      3.000      1.000     13.636    7.636        6           23       6M LIBOR       12                
  5.616      3.000      1.000     14.083    8.083        6           35       6M LIBOR        0                
  5.623      3.000      1.000     14.074    8.074        6           22       6M LIBOR       12                
  5.628      3.000      1.000     13.459    7.459        6           35       6M LIBOR       36                
  5.629      3.000      1.000     13.757    7.757        6           23       6M LIBOR       24                
  5.631      3.000      1.000     14.215    8.215        6           35       6M LIBOR       36                
  5.633      3.000      1.000     14.445    8.445        6           23       6M LIBOR       24                
  5.642      3.000      1.000     14.562    8.562        6           23       6M LIBOR       24                
  5.650      3.000      1.000     14.234    8.234        6           59       6M LIBOR        0                
  5.661      3.000      1.000     14.066    8.066        6           59       6M LIBOR       36                
  5.663      2.000      1.000     14.613    8.613        6           11       6M LIBOR       12                
  5.676      3.000      1.000     14.357    8.357        6           23       6M LIBOR        0                
  5.697      3.000      1.000     14.014    8.014        6           23       6M LIBOR       24                
  5.701      3.000      1.000     14.015    8.015        6           23       6M LIBOR       36                
  5.720      3.000      1.000     14.405    8.405        6           35       6M LIBOR       36                

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
    975,498.88     8.599      8.099       360        359           480            479            0         0   
  3,604,766.43     7.799      7.299       360        359           480            479            0         0   
  2,270,500.00     7.562      7.062       360        359           300            300           60        59   
  9,275,909.56     7.706      7.206       360        359           360            359            0         0   
  2,912,573.29     8.393      7.893       360        359           360            359            0         0   
 54,974,666.06     8.156      7.656       360        359           360            359            0         0   
    816,670.60     8.522      8.022       360        359           360            359            0         0   
  1,845,760.67     8.589      8.089       360        359           480            479            0         0   
  1,114,200.00     7.895      7.395       360        360           300            300           60        60   
    980,350.10     8.624      8.124       360        360           600            600            0         0   
    928,337.84     8.350      7.850       360        359           480            479            0         0   
  2,487,326.43     8.570      8.070       360        359           360            359            0         0   
  3,885,446.13     8.475      7.975       360        359           360            359            0         0   
    174,250.00     7.950      7.450       360        359           300            300           60        59   
    206,885.75     8.950      8.450       360        359           360            359            0         0   
    103,444.05     9.050      8.550       360        359           360            359            0         0   
    312,571.97     8.255      7.755       360        359           480            479            0         0   
    126,650.00     7.950      7.450       360        360           600            600            0         0   
    116,922.29     8.050      7.550       360        359           360            359            0         0   
    134,000.00    10.100      9.600       360        360           360            360            0         0   
    293,364.39     8.100      7.600       360        359           600            599            0         0   
    436,434.92     7.707      7.207       360        360           480            480            0         0   
    113,490.94     7.450      6.950       360        359           240            240          120       119   
  1,839,217.72     8.577      8.077       360        360           480            480            0         0   
  4,818,155.22     8.278      7.778       360        359           360            359            0         0   
  7,434,572.46     8.538      8.038       360        359           360            359            0         0   
    261,597.50     7.969      7.469       360        359           300            300           60        59   
  2,987,007.92     7.466      6.966       360        359           600            599            0         0   
    580,967.30     9.359      8.859       360        359           600            599            0         0   
  3,261,215.65     8.149      7.649       360        359           600            599            0         0   
  2,209,106.33     8.403      7.903       360        359           480            479            0         0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  5.723      3.000      1.000     14.599     8.599       6           35       6M LIBOR       12                
  5.729      3.000      1.000     13.799     7.799       6           23       6M LIBOR       12                
  5.739      3.000      1.000     13.562     7.562       6           23       6M LIBOR       36                
  5.746      3.000      1.000     13.706     7.706       6           35       6M LIBOR       36                
  5.759      3.000      1.000     14.393     8.393       6           23       6M LIBOR       12                
  5.763      3.000      1.000     14.156     8.156       6           23       6M LIBOR       24                
  5.770      3.000      1.000     14.522     8.522       6           23       6M LIBOR       36                
  5.810      3.000      1.000     14.589     8.589       6           23       6M LIBOR       24                
  5.814      3.000      1.000     13.895     7.895       6           24       6M LIBOR       24                
  5.851      3.000      1.000     14.624     8.624       6           24       6M LIBOR       24                
  5.851      3.000      1.000     14.350     8.350       6           23       6M LIBOR       24                
  5.889      3.000      1.000     14.570     8.570       6           23       6M LIBOR       36                
  5.893      3.000      1.000     14.475     8.475       6           23       6M LIBOR       24                
  5.900      3.000      1.000     13.950     7.950       6           35       6M LIBOR       36                
  5.900      2.000      1.000     14.950     8.950       6           11       6M LIBOR       24                
  5.900      3.000      1.000     15.050     9.050       6           23       6M LIBOR       12                
  5.900      3.000      1.000     14.255     8.255       6           23       6M LIBOR       24                
  5.900      3.000      1.000     13.950     7.950       6           24       6M LIBOR       36                
  5.900      3.000      1.000     14.050     8.050       6           59       6M LIBOR       36                
  5.900      3.000      1.000     16.100    10.100       6           24       6M LIBOR       12                
  5.900      3.000      1.000     14.100     8.100       6           23       6M LIBOR       12                
  5.900      3.000      1.000     13.707     7.707       6           24       6M LIBOR       36                
  5.900      3.000      1.000     13.450     7.450       6           59       6M LIBOR       36                
  5.917      3.000      1.000     14.577     8.577       6           24       6M LIBOR       24                
  5.926      3.000      1.000     14.278     8.278       6           23       6M LIBOR       24                
  5.928      3.000      1.000     14.538     8.538       6           23       6M LIBOR       24                
  5.935      3.000      1.000     13.969     7.969       6           23       6M LIBOR       24                
  5.942      3.000      1.000     13.466     7.466       6           23       6M LIBOR       36                
  5.967      3.000      1.000     15.359     9.359       6           35       6M LIBOR       36                
  5.980      3.000      1.000     14.149     8.149       6           23       6M LIBOR       36                
  5.984      3.000      1.000     14.403     8.403       6           23       6M LIBOR       36                

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GROUP ONE ADJUSTABLE RATE MORTGAGE LOANS (CONT'D) 

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
  1,718,679.10     8.372      7.872       360        359           600            599           0          0   
  2,513,465.98     8.446      7.946       360        359           360            359           0          0   
  1,088,272.50     8.047      7.547       360        360           600            600           0          0   
    511,161.34     7.209      6.709       360        359           600            599           0          0   
  2,283,259.35     8.614      8.114       360        359           360            359           0          0   
    739,487.89     8.489      7.989       360        359           600            599           0          0   
    544,370.19     8.657      8.157       360        359           480            479           0          0   
  1,416,973.53     8.596      8.096       360        359           480            479           0          0   
    410,472.93     9.602      9.102       360        359           480            479           0          0   
    721,905.26     7.715      7.215       360        360           360            360           0          0   
    240,350.00     8.100      7.600       360        360           600            600           0          0   
    429,391.19    10.506     10.006       360        359           480            479           0          0   
    212,800.00     9.100      8.600       360        360           480            480           0          0   
     90,250.00     6.990      6.490       360        359           300            300          60         59   
    221,856.99     8.200      7.700       360        359           360            359           0          0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  5.985      3.000      1.000     14.372     8.372       6           23       6M LIBOR       36                
  5.987      3.000      1.000     14.446     8.446       6           35       6M LIBOR       36                
  5.994      3.000      1.000     14.047     8.047       6           36       6M LIBOR       36                
  6.006      3.000      1.000     13.209     7.209       6           35       6M LIBOR       12                
  6.041      3.000      1.000     14.614     8.614       6           35       6M LIBOR       36                
  6.081      3.000      1.000     14.489     8.489       6           23       6M LIBOR       36                
  6.083      3.000      1.000     14.657     8.657       6           35       6M LIBOR       36                
  6.102      3.000      1.000     14.596     8.596       6           23       6M LIBOR       36                
  6.107      3.000      1.000     15.602     9.602       6           35       6M LIBOR       12                
  6.177      3.000      1.000     13.715     7.715       6           36       6M LIBOR       36                
  6.400      3.000      1.000     14.100     8.100       6           60       6M LIBOR       36                
  6.400      3.000      1.000     16.506    10.506       6           35       6M LIBOR       36                
  6.400      3.000      1.000     15.100     9.100       6           60       6M LIBOR       36                
  6.400      3.000      1.000     12.990     6.990       6           35       6M LIBOR       24                
  6.400      2.000      1.000     14.200     8.200       6           11       6M LIBOR        0                

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GROUP TWO ADJUSTABLE RATE MORTGAGE LOANS

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
  1,047,300.00     6.770      6.270       360        359           300            300           60        59   
 55,863,382.40     7.718      7.218       360        359           300            300           60        59   
 60,482,716.58     7.257      6.757       360        359           300            300           60        59   
  4,439,284.63     7.459      6.959       360        359           360            359            0         0   
    266,166.11     6.650      6.150       360        359           360            359            0         0   
    300,000.00     6.900      6.400       360        359           300            300           60        59   
    101,600.00     6.950      6.450       360        360           360            360            0         0   
  2,890,710.00     7.221      6.721       360        359           240            240          120       119   
    769,869.67     7.466      6.966       360        359           600            599            0         0   
 52,005,622.87     8.122      7.622       360        359           600            599            0         0   
 21,197,479.09     7.917      7.417       360        359           480            479            0         0   
 52,535,613.79     7.884      7.384       360        359           600            599            0         0   
    159,952.43     8.003      7.503       360        359           480            479            0         0   
  1,436,724.92     8.009      7.509       360        359           600            599            0         0   
    147,200.00     6.850      6.350       360        360           480            480            0         0   
    240,407.01     8.274      7.774       360        360           600            600            0         0   
    121,659.20     6.950      6.450       360        359           360            359            0         0   
     97,600.00     7.350      6.850       360        359           300            300           60        59   
    111,100.00     8.300      7.800       360        360           300            300           60        60   
    171,108.42     9.100      8.600       360        359           360            359            0         0   
    122,377.95     7.050      6.550       360        359           600            599            0         0   
    125,527.74     8.750      8.250       360        359           360            359            0         0   
    133,982.91     8.083      7.583       360        359           600            599            0         0   
  1,055,200.00     7.522      7.022       360        359           300            300           60        59   
     82,458.56     9.400      8.900       360        359           360            359            0         0   
  1,086,482.22     7.199      6.699       360        359           480            479            0         0   
    292,000.00     7.165      6.665       360        360           480            480            0         0   
    130,383.87     8.050      7.550       360        359           600            599            0         0   
     81,137.29     7.300      6.800       360        359           360            359            0         0   
    226,400.00     7.800      7.300       360        359           240            240          120       119   
    206,400.00     7.900      7.400       360        359           300            300           60        59   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  3.594      1.000      1.000     12.770    6.770        6            5       6M LIBOR        0                
  4.616      3.000      1.000     13.718    7.718        6           23       6M LIBOR        0                
  4.704      3.000      1.000     13.257    7.257        6           35       6M LIBOR        0                
  4.762      3.000      1.000     13.459    7.459        6           59       6M LIBOR        0                
  4.900      1.000      1.000     12.650    6.650        6            5       6M LIBOR       24                
  4.900      1.000      1.000     12.900    6.900        6            5       6M LIBOR       24                
  4.900      1.000      1.000     12.950    6.950        6            6       6M LIBOR        0                
  4.901      3.000      1.000     13.221    7.221        6           59       6M LIBOR        0                
  5.024      3.000      1.000     13.466    7.466        6           59       6M LIBOR        0                
  5.119      3.000      1.000     14.122    8.122        6           23       6M LIBOR        0                
  5.145      3.000      1.000     13.917    7.917        6           23       6M LIBOR        0                
  5.255      3.000      1.000     13.884    7.884        6           35       6M LIBOR        0                
  5.400      3.000      1.000     14.003    8.003        6           23       6M LIBOR       36                
  5.400      3.000      1.000     14.009    8.009        6           23       6M LIBOR       36                
  5.400      3.000      1.000     12.850    6.850        6           36       6M LIBOR       36                
  5.400      3.000      1.000     14.274    8.274        6           24       6M LIBOR       24                
  5.400      3.000      1.000     12.950    6.950        6           35       6M LIBOR       12                
  5.400      3.000      1.000     13.350    7.350        6           23       6M LIBOR       24                
  5.400      3.000      1.000     14.300    8.300        6           36       6M LIBOR       36                
  5.400      3.000      1.000     15.100    9.100        6           23       6M LIBOR       12                
  5.400      3.000      1.000     13.050    7.050        6           35       6M LIBOR       24                
  5.400      3.000      1.000     14.750    8.750        6           59       6M LIBOR       36                
  5.400      3.000      1.000     14.083    8.083        6           59       6M LIBOR       36                
  5.400      3.000      1.000     13.522    7.522        6           35       6M LIBOR       36                
  5.400      2.000      1.000     15.400    9.400        6           11       6M LIBOR       24                
  5.400      3.000      1.000     13.199    7.199        6           35       6M LIBOR       12                
  5.400      3.000      1.000     13.165    7.165        6           36       6M LIBOR       36                
  5.400      3.000      1.000     14.050    8.050        6           35       6M LIBOR       12                
  5.400      3.000      1.000     13.300    7.300        6           59       6M LIBOR       36                
  5.400      3.000      1.000     13.800    7.800        6           59       6M LIBOR       36                
  5.400      3.000      1.000     13.900    7.900        6           23       6M LIBOR       12                

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
     77,600.00     8.550      8.050       360        359           300            300           60        59   
    176,000.00     6.550      6.050       360        360           300            300           60        60   
    891,520.00     7.361      6.861       360        359           300            300           60        59   
    166,245.13     6.350      5.850       360        359           360            359            0         0   
    243,384.58     7.187      6.687       360        359           360            359            0         0   
  1,677,125.93     7.985      7.485       360        359           480            479            0         0   
    749,250.00     6.955      6.455       360        360           600            600            0         0   
    431,888.61     7.412      6.912       360        359           480            479            0         0   
    245,600.00     8.600      8.100       360        359           240            240          120       119   
    377,600.00     8.325      7.825       360        358           240            240          120       118   
  5,295,390.00     7.170      6.670       360        359           240            240          120       119   
  1,828,500.00     6.279      5.779       360        360           300            300           60        60   
  1,374,882.44     8.328      7.828       360        359           600            599            0         0   
  5,048,897.00     6.991      6.491       360        359           300            300           60        59   
    613,489.45     7.299      6.799       360        359           600            599            0         0   
 36,137,375.22     8.222      7.722       360        359           360            359            0         0   
  6,638,125.97     7.163      6.663       360        359           480            479            0         0   
 32,018,478.00     6.907      6.407       360        359           300            300           60        59   
  1,290,416.89     8.572      8.072       360        360           480            480            0         0   
130,987,228.68     7.247      6.747       360        359           300            300           60        59   
 24,355,886.09     7.488      6.988       360        359           600            599            0         0   
    616,992.76     8.424      7.924       360        359           480            479            0         0   
  1,826,573.95     7.562      7.062       360        359           360            359            0         0   
 20,576,331.25     8.161      7.661       360        359           600            599            0         0   
 11,579,845.18     7.594      7.094       360        359           360            359            0         0   
 21,329,264.42     7.921      7.421       360        359           300            300           60        59   
    802,715.26     7.661      7.161       360        359           360            359            0         0   
  1,469,544.36     7.373      6.873       360        359           600            599            0         0   
212,449,190.55     7.699      7.199       360        359           600            599            0         0   
  3,387,661.99     8.396      7.896       360        359           600            599            0         0   
 58,373,013.50     7.966      7.466       360        359           360            359            0         0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  5.400      3.000      1.000     14.550    8.550        6           23       6M LIBOR       36                
  5.400      3.000      1.000     12.550    6.550        6           36       6M LIBOR       24                
  5.400      3.000      1.000     13.361    7.361        6           35       6M LIBOR       36                
  5.400      2.000      1.000     12.350    6.350        6           11       6M LIBOR       24                
  5.400      3.000      1.000     13.187    7.187        6           23       6M LIBOR       36                
  5.400      3.000      1.000     13.985    7.985        6           23       6M LIBOR       36                
  5.400      3.000      1.000     12.955    6.955        6           36       6M LIBOR       24                
  5.400      3.000      1.000     13.412    7.412        6           59       6M LIBOR       36                
  5.400      3.000      1.000     14.600    8.600        6           59       6M LIBOR       12                
  5.400      3.000      1.000     14.325    8.325        6           58       6M LIBOR       24                
  5.400      3.000      1.000     13.170    7.170        6           59       6M LIBOR       36                
  5.400      3.000      1.000     12.279    6.279        6           36       6M LIBOR       24                
  5.421      3.000      1.000     14.328    8.328        6           23       6M LIBOR       24                
  5.427      3.000      1.000     12.991    6.991        6           23       6M LIBOR       36                
  5.434      3.000      1.000     13.299    7.299        6           35       6M LIBOR       24                
  5.439      3.000      1.000     14.222    8.222        6           23       6M LIBOR        0                
  5.445      3.000      1.000     13.163    7.163        6           35       6M LIBOR       36                
  5.472      3.000      1.000     12.907    6.907        6           35       6M LIBOR       36                
  5.474      3.000      1.000     14.572    8.572        6           24       6M LIBOR       24                
  5.482      3.000      1.000     13.247    7.247        6           23       6M LIBOR       24                
  5.486      3.000      1.000     13.488    7.488        6           35       6M LIBOR       36                
  5.493      3.000      1.000     14.424    8.424        6           35       6M LIBOR       36                
  5.512      2.000      1.000     13.562    7.562        6           11       6M LIBOR        0                
  5.513      3.000      1.000     14.161    8.161        6           23       6M LIBOR       12                
  5.521      3.000      1.000     13.594    7.594        6           35       6M LIBOR       36                
  5.523      3.000      1.000     13.921    7.921        6           23       6M LIBOR       12                
  5.547      3.000      1.000     13.661    7.661        6           35       6M LIBOR       12                
  5.549      3.000      1.000     13.373    7.373        6           35       6M LIBOR       36                
  5.550      3.000      1.000     13.699    7.699        6           23       6M LIBOR       24                
  5.558      3.000      1.000     14.396    8.396        6           35       6M LIBOR       12                
  5.558      3.000      1.000     13.966    7.966        6           35       6M LIBOR        0                

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
 43,066,007.34     7.833      7.333       360        359           480            479            0         0   
  1,497,947.69     7.319      6.819       360        359           360            359            0         0   
  1,432,840.00     7.152      6.652       360        359           300            300           60        59   
  5,248,932.50     8.052      7.552       360        359           480            479            0         0   
  6,744,434.99     7.548      7.048       360        359           600            599            0         0   
  3,897,993.58     7.561      7.061       360        359           300            300           60        59   
  2,804,202.47     7.753      7.253       360        359           600            599            0         0   
  1,124,638.49     8.559      8.059       360        359           600            599            0         0   
  7,331,727.59     8.315      7.815       360        359           360            359            0         0   
 94,177,338.22     7.980      7.480       360        359           360            359            0         0   
  1,197,660.98     7.721      7.221       360        359           600            599            0         0   
    886,482.05     8.683      8.183       360        359           360            359            0         0   
    993,534.47     8.226      7.726       360        359           600            599            0         0   
 30,420,433.45     8.202      7.702       360        359           480            479            0         0   
  2,373,568.81     7.551      7.051       360        359           360            359            0         0   
    859,768.54     8.634      8.134       360        360           480            480            0         0   
  2,458,990.08     7.941      7.441       360        359           360            359            0         0   
  1,601,300.00     8.127      7.627       360        360           300            300           60        60   
 10,591,748.43     8.288      7.788       360        359           360            359            0         0   
  2,283,809.26     8.154      7.654       360        359           360            359            0         0   
  1,626,529.45     8.061      7.561       360        359           360            359            0         0   
    233,675.67     8.263      7.763       360        359           360            359            0         0   
    324,700.00     7.983      7.483       360        360           360            360            0         0   
  2,724,750.00     7.602      7.102       360        359           300            300           60        59   
  1,760,200.00     8.058      7.558       360        359           300            300           60        59   
  2,083,937.97     8.484      7.984       360        359           360            359            0         0   
  1,319,366.17     8.092      7.592       360        359           360            359            0         0   
  2,564,539.56     8.524      8.024       360        359           480            479            0         0   
  1,920,377.31     7.551      7.051       360        359           600            599            0         0   
  2,442,977.21     8.291      7.791       360        359           600            599            0         0   
  4,107,280.79     8.123      7.623       360        359           360            359            0         0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
   5.583     3.000      1.000     13.833    7.833        6           23       6M LIBOR       24                
   5.611     3.000      1.000     13.319    7.319        6           35       6M LIBOR       36                
   5.615     3.000      1.000     13.152    7.152        6           23       6M LIBOR       36                
   5.617     3.000      1.000     14.052    8.052        6           23       6M LIBOR       12                
   5.619     3.000      1.000     13.548    7.548        6           23       6M LIBOR       36                
   5.621     3.000      1.000     13.561    7.561        6           35       6M LIBOR       12                
   5.632     3.000      1.000     13.753    7.753        6           59       6M LIBOR       36                
   5.633     3.000      1.000     14.559    8.559        6           23       6M LIBOR       12                
   5.634     3.000      1.000     14.315    8.315        6           23       6M LIBOR       12                
   5.639     3.000      1.000     13.980    7.980        6           23       6M LIBOR       24                
   5.659     3.000      1.000     13.721    7.721        6           35       6M LIBOR       36                
   5.659     3.000      1.000     14.683    8.683        6           35       6M LIBOR       12                
   5.661     3.000      1.000     14.226    8.226        6           23       6M LIBOR       24                
   5.661     3.000      1.000     14.202    8.202        6           35       6M LIBOR        0                
   5.662     3.000      1.000     13.551    7.551        6           59       6M LIBOR       36                
   5.662     3.000      1.000     14.634    8.634        6           60       6M LIBOR        0                
   5.701     3.000      1.000     13.941    7.941        6           23       6M LIBOR       24                
   5.705     3.000      1.000     14.127    8.127        6           24       6M LIBOR       24                
   5.709     3.000      1.000     14.288    8.288        6           23       6M LIBOR       24                
   5.728     3.000      1.000     14.154    8.154        6           35       6M LIBOR       36                
   5.737     3.000      1.000     14.061    8.061        6           35       6M LIBOR       36                
   5.751     3.000      1.000     14.263    8.263        6           23       6M LIBOR       36                
   5.759     3.000      1.000     13.983    7.983        6           36       6M LIBOR       24                
   5.772     3.000      1.000     13.602    7.602        6           23       6M LIBOR       24                
   5.794     3.000      1.000     14.058    8.058        6           23       6M LIBOR       24                
   5.796     3.000      1.000     14.484    8.484        6           23       6M LIBOR       36                
   5.799     3.000      1.000     14.092    8.092        6           23       6M LIBOR       24                
   5.811     3.000      1.000     14.524    8.524        6           23       6M LIBOR       24                
   5.811     3.000      1.000     13.551    7.551        6           23       6M LIBOR       36                
   5.813     3.000      1.000     14.291    8.291        6           35       6M LIBOR       36                
   5.826     3.000      1.000     14.123    8.123        6           23       6M LIBOR       36                

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                                                                ORIGINAL       REMAINING                       
                                                              AMORTIZATION   AMORTIZATION   ORIGINAL  REMAINING
                                                                  TERM           TERM       INTEREST   INTEREST
                               NET     ORIGINAL   REMAINING     (LESS IO       (LESS IO       ONLY       ONLY  
    CURRENT      MORTGAGE   MORTGAGE     TERM        TERM         TERM)          TERM)        TERM       TERM  
  BALANCE ($)     RATE(%)    RATE(%)   (MONTHS)    (MONTHS)     (MONTHS)       (MONTHS)     (MONTHS)   (MONTHS)
--------------   --------   --------   --------   ---------   ------------   ------------   --------  ---------
                                                                                                               
  4,929,752.89     8.537      8.037       360        359           360            359            0         0   
    449,700.00     8.748      8.248       360        360           300            300           60        60   
  1,209,684.62     8.357      7.857       360        359           480            479            0         0   
  1,938,194.18     8.275      7.775       360        359           480            479            0         0   
    789,513.45     9.027      8.527       360        360           360            360            0         0   
    488,634.20     8.650      8.150       360        359           480            479            0         0   
     62,869.20     8.200      7.700       360        359           600            599            0         0   
    660,250.00     8.750      8.250       360        359           300            300           60        59   
    270,460.28     8.679      8.179       360        359           360            359            0         0   
  4,418,384.22     8.633      8.133       360        359           600            599            0         0   
  3,244,948.76     8.529      8.029       360        359           600            599            0         0   
    556,005.24     8.373      7.873       360        360           480            480            0         0   
    682,100.00     8.105      7.605       360        359           300            300           60        59   
    263,128.31     9.100      8.600       360        359           600            599            0         0   
    598,460.29     9.650      9.150       360        359           600            599            0         0   
    523,981.01     9.090      8.590       360        359           480            479            0         0   


                                                                  NUMBER OF                                    
                                                                   MONTHS                 ORIGINAL             
            INITIAL                                     RATE     UNTIL NEXT               MONTHS TO            
              RATE                                     CHANGE       RATE                 PREPAYMENT            
  GROSS      CHANGE   PERIODIC   MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY             
MARGIN(%)    CAP(%)    CAP(%)    RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION            
---------   -------   --------   -------   -------   ---------   ----------   --------   ----------            
                                                                                                               
  5.828      3.000      1.000     14.537    8.537        6           23       6M LIBOR       24                
  5.831      3.000      1.000     14.748    8.748        6           36       6M LIBOR       12                
  5.854      3.000      1.000     14.357    8.357        6           23       6M LIBOR       24                
  5.866      3.000      1.000     14.275    8.275        6           23       6M LIBOR       36                
  5.898      3.000      1.000     15.027    9.027        6           24       6M LIBOR       12                
  5.900      3.000      1.000     14.650    8.650        6           23       6M LIBOR       24                
  5.900      3.000      1.000     14.200    8.200        6           23       6M LIBOR       12                
  5.900      1.000      1.000     14.750    8.750        6            5       6M LIBOR       36                
  5.916      3.000      1.000     14.679    8.679        6           35       6M LIBOR       36                
  5.928      3.000      1.000     14.633    8.633        6           23       6M LIBOR       24                
  5.966      3.000      1.000     14.529    8.529        6           23       6M LIBOR       36                
  6.063      3.000      1.000     14.373    8.373        6           24       6M LIBOR       36                
  6.094      3.000      1.000     14.105    8.105        6           23       6M LIBOR       36                
  6.400      3.000      1.000     15.100    9.100        6           59       6M LIBOR       36                
  6.400      3.000      1.000     15.650    9.650        6           23       6M LIBOR       12                
  6.400      3.000      1.000     15.090    9.090        6           35       6M LIBOR       12                

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 PERCENTAGE OF INITIAL PRINCIPAL BALANCE OUTSTANDING
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

                                                        [Enlarge/Download Table]

                                           CLASS A-1                          CLASS A-2A           
                               ---------------------------------  ---------------------------------
DISTRIBUTION DATE                0%     80%   100%   150%   200%    0%     80%   100%   150%   200%
-----------------              -----   ----   ----   ----   ----  -----   ----   ----   ----   ----
                                                                                                   
Initial.......................   100    100    100    100    100    100    100    100    100   100 
March 25, 2008................    99     83     78     67     56     99     58     48     21     0 
March 25, 2009................    99     56     46     24      4     98      0      0      0     0 
March 25, 2010................    98     35     24      3      0     97      0      0      0     0 
March 25, 2011................    98     28     20      3      0     96      0      0      0     0 
March 25, 2012................    98     21     14      3      0     95      0      0      0     0 
March 25, 2013................    97     16     10      3      0     93      0      0      0     0 
March 25, 2014................    96     12      7      2      0     91      0      0      0     0 
March 25, 2015................    95      9      5      1      0     89      0      0      0     0 
March 25, 2016................    94      7      4      1      0     87      0      0      0     0 
March 25, 2017................    93      5      3      *      0     84      0      0      0     0 
March 25, 2018................    92      4      2      0      0     81      0      0      0     0 
March 25, 2019................    91      3      2      0      0     78      0      0      0     0 
March 25, 2020................    89      3      1      0      0     74      0      0      0     0 
March 25, 2021................    88      2      1      0      0     70      0      0      0     0 
March 25, 2022................    86      2      *      0      0     66      0      0      0     0 
March 25, 2023................    84      1      *      0      0     61      0      0      0     0 
March 25, 2024................    82      1      0      0      0     56      0      0      0     0 
March 25, 2025................    80      1      0      0      0     51      0      0      0     0 
March 25, 2026................    77      *      0      0      0     45      0      0      0     0 
March 25, 2027................    74      *      0      0      0     38      0      0      0     0 
March 25, 2028................    71      0      0      0      0     30      0      0      0     0 
March 25, 2029................    68      0      0      0      0     22      0      0      0     0 
March 25, 2030................    64      0      0      0      0     12      0      0      0     0 
March 25, 2031................    60      0      0      0      0      2      0      0      0     0 
March 25, 2032................    56      0      0      0      0      0      0      0      0     0 
March 25, 2033................    51      0      0      0      0      0      0      0      0     0 
March 25, 2034................    45      0      0      0      0      0      0      0      0     0 
March 25, 2035................    40      0      0      0      0      0      0      0      0     0 
March 25, 2036................    35      0      0      0      0      0      0      0      0     0 
March 25, 2037................     0      0      0      0      0      0      0      0      0     0 
Weighted Average Life in                                                                           
   Years...................... 23.65   3.44   2.74   1.62   1.18  16.70   1.17   1.00   0.76   0.64

*    Less than 0.5% but greater than 0.0%.                                      

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 PERCENTAGE OF INITIAL PRINCIPAL BALANCE OUTSTANDING
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

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                                           CLASS A-2B                         CLASS A-2C           
                               ---------------------------------  ---------------------------------
DISTRIBUTION DATE                0%     80%   100%   150%   200%    0%     80%   100%   150%   200%
-----------------              -----   ----   ----   ----   ----  -----   ----   ----   ----   ----
                                                                                                   
Initial.......................   100    100    100    100    100    100    100    100    100    100
March 25, 2008................   100    100    100    100     87    100    100    100    100    100
March 25, 2009................   100     89     41      0      0    100    100    100     47      0
March 25, 2010................   100      0      0      0      0    100     91     47      0      0
March 25, 2011................   100      0      0      0      0    100     61     33      0      0
March 25, 2012................   100      0      0      0      0    100     35      9      0      0
March 25, 2013................   100      0      0      0      0    100     15      0      0      0
March 25, 2014................   100      0      0      0      0    100      1      0      0      0
March 25, 2015................   100      0      0      0      0    100      0      0      0      0
March 25, 2016................   100      0      0      0      0    100      0      0      0      0
March 25, 2017................   100      0      0      0      0    100      0      0      0      0
March 25, 2018................   100      0      0      0      0    100      0      0      0      0
March 25, 2019................   100      0      0      0      0    100      0      0      0      0
March 25, 2020................   100      0      0      0      0    100      0      0      0      0
March 25, 2021................   100      0      0      0      0    100      0      0      0      0
March 25, 2022................   100      0      0      0      0    100      0      0      0      0
March 25, 2023................   100      0      0      0      0    100      0      0      0      0
March 25, 2024................   100      0      0      0      0    100      0      0      0      0
March 25, 2025................   100      0      0      0      0    100      0      0      0      0
March 25, 2026................   100      0      0      0      0    100      0      0      0      0
March 25, 2027................   100      0      0      0      0    100      0      0      0      0
March 25, 2028................   100      0      0      0      0    100      0      0      0      0
March 25, 2029................   100      0      0      0      0    100      0      0      0      0
March 25, 2030................   100      0      0      0      0    100      0      0      0      0
March 25, 2031................   100      0      0      0      0    100      0      0      0      0
March 25, 2032................    81      0      0      0      0    100      0      0      0      0
March 25, 2033................    55      0      0      0      0    100      0      0      0      0
March 25, 2034................    26      0      0      0      0    100      0      0      0      0
March 25, 2035................     0      0      0      0      0     99      0      0      0      0
March 25, 2036................     0      0      0      0      0     81      0      0      0      0
March 25, 2037................     0      0      0      0      0      0      0      0      0      0
Weighted Average Life in                                                                           
   Years...................... 26.16   2.36   2.00   1.50   1.17  29.57   4.60   3.50   2.04   1.66

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 PERCENTAGE OF INITIAL PRINCIPAL BALANCE OUTSTANDING
 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

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                                           CLASS A-2D                          CLASS M-1            
                               ----------------------------------  ---------------------------------
DISTRIBUTION DATE                0%     80%    100%   150%   200%    0%     80%   100%   150%   200%
-----------------              -----   -----   ----   ----   ----  -----   ----   ----   ----   ----
                                                                                                    
Initial.......................   100     100    100    100    100    100    100    100    100    100
March 25, 2008................   100     100    100    100    100    100    100    100    100    100
March 25, 2009................   100     100    100    100     33    100    100    100    100    100
March 25, 2010................   100     100    100     18      0    100    100    100    100     54
March 25, 2011................   100     100    100     18      0    100     30      0     68      0
March 25, 2012................   100     100    100     18      0    100      0      0      0      0
March 25, 2013................   100     100     85     18      0    100      0      0      0      0
March 25, 2014................   100     100     60     14      0    100      0      0      0      0
March 25, 2015................   100      77     42      8      0    100      0      0      0      0
March 25, 2016................   100      59     30      3      0    100      0      0      0      0
March 25, 2017................   100      45     22      0      0    100      0      0      0      0
March 25, 2018................   100      34     16      0      0    100      0      0      0      0
March 25, 2019................   100      26     12      0      0    100      0      0      0      0
March 25, 2020................   100      20      8      0      0    100      0      0      0      0
March 25, 2021................   100      16      4      0      0    100      0      0      0      0
March 25, 2022................   100      12      2      0      0    100      0      0      0      0
March 25, 2023................   100       9      *      0      0    100      0      0      0      0
March 25, 2024................   100       6      0      0      0    100      0      0      0      0
March 25, 2025................   100       3      0      0      0    100      0      0      0      0
March 25, 2026................   100       1      0      0      0    100      0      0      0      0
March 25, 2027................   100       0      0      0      0    100      0      0      0      0
March 25, 2028................   100       0      0      0      0    100      0      0      0      0
March 25, 2029................   100       0      0      0      0    100      0      0      0      0
March 25, 2030................   100       0      0      0      0    100      0      0      0      0
March 25, 2031................   100       0      0      0      0    100      0      0      0      0
March 25, 2032................   100       0      0      0      0    100      0      0      0      0
March 25, 2033................   100       0      0      0      0    100      0      0      0      0
March 25, 2034................   100       0      0      0      0    100      0      0      0      0
March 25, 2035................   100       0      0      0      0     90      0      0      0      0
March 25, 2036................   100       0      0      0      0     63      0      0      0      0
March 25, 2037................     0       0      0      0      0      0      0      0      0      0
Weighted Average Life in                                                                            
   Years                       29.91   10.61   8.36   3.66   2.00  29.22   3.71   3.44   4.19   3.09

*    Less than 0.5% but greater than 0.0%.                                      

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 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

                                                        [Enlarge/Download Table]

                                           CLASS M-2                           CLASS M-3            
                               ---------------------------------  ----------------------------------
DISTRIBUTION DATE                0%     80%   100%   150%   200%    0%     80%    100%   150%   200%
-----------------              -----   ----   ----   ----   ----  -----   -----   ----   ----   ----
                                                                                                    
Initial ......................   100    100    100    100    100    100     100    100    100    100
March 25, 2008 ...............   100    100    100    100    100    100     100    100    100    100
March 25, 2009 ...............   100    100    100    100    100    100     100    100    100    100
March 25, 2010 ...............   100    100    100    100    100    100     100    100    100    100
March 25, 2011 ...............   100    100     85    100     53    100     100    100    100    100
March 25, 2012 ...............   100     88     40     55      0    100     100    100    100     90
March 25, 2013 ...............   100     51     10      0      0    100     100    100     70     37
March 25, 2014 ...............   100     24      0      0      0    100     100     83     15      8
March 25, 2015 ...............   100      4      0      0      0    100     100     59      0      0
March 25, 2016 ...............   100      0      0      0      0    100      81     42      0      0
March 25, 2017 ...............   100      0      0      0      0    100      62     31      0      0
March 25, 2018 ...............   100      0      0      0      0    100      48     18      0      0
March 25, 2019 ...............   100      0      0      0      0    100      37      5      0      0
March 25, 2020 ...............   100      0      0      0      0    100      28      0      0      0
March 25, 2021 ...............   100      0      0      0      0    100      16      0      0      0
March 25, 2022 ...............   100      0      0      0      0    100       6      0      0      0
March 25, 2023 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2024 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2025 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2026 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2027 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2028 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2029 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2030 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2031 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2032 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2033 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2034 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2035 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2036 ...............   100      0      0      0      0    100       0      0      0      0
March 25, 2037 ...............     0      0      0      0      0      0       0      0      0      0
Weighted Average Life in                                                                            
   Years ..................... 29.91   6.22   4.89   5.12   4.12  29.91   11.31   8.92   6.40   5.87

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 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

                                                        [Enlarge/Download Table]

                                           CLASS M-4                          CLASS M-5            
                               ---------------------------------  ---------------------------------
DISTRIBUTION DATE                0%     80%   100%   150%   200%    0%     80%   100%   150%   200%
-----------------              -----   ----   ----   ----   ----  -----   ----   ----   ----   ----
                                                                                                   
Initial ......................   100    100    100    100    100    100    100    100    100    100
March 25, 2008 ...............   100    100    100    100    100    100    100    100    100    100
March 25, 2009 ...............   100    100    100    100    100    100    100    100    100    100
March 25, 2010 ...............   100    100    100    100     15    100    100    100    100     15
March 25, 2011 ...............   100     69     50     21      7    100     69     50     21      3
March 25, 2012 ...............   100     52     35     12      0    100     52     35     12      0
March 25, 2013 ...............   100     39     25      7      0    100     39     25      2      0
March 25, 2014 ...............   100     29     17      0      0    100     29     17      0      0
March 25, 2015 ...............   100     22     12      0      0    100     22     12      0      0
March 25, 2016 ...............   100     17      9      0      0    100     17      9      0      0
March 25, 2017 ...............   100     13      5      0      0    100     13      0      0      0
March 25, 2018 ...............   100     10      0      0      0    100     10      0      0      0
March 25, 2019 ...............   100      8      0      0      0    100      5      0      0      0
March 25, 2020 ...............   100      2      0      0      0    100      0      0      0      0
March 25, 2021 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2022 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2023 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2024 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2025 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2026 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2027 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2028 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2029 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2030 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2031 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2032 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2033 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2034 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2035 ...............    95      0      0      0      0     95      0      0      0      0
March 25, 2036 ...............    84      0      0      0      0     84      0      0      0      0
March 25, 2037 ...............     0      0      0      0      0      0      0      0      0      0
Initial ...................... 29.61   6.09   4.98   4.07   2.85  29.61   6.04   4.91   3.92   2.71

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 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

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                                           CLASS M-6                          CLASS B-1            
                               ---------------------------------  ---------------------------------
DISTRIBUTION DATE                0%     80%   100%   150%   200%    0%     80%   100%   150%   200%
-----------------              -----   ----   ----   ----   ----  -----   ----   ----   ----   ----
                                                                                                   
Initial ......................   100    100    100    100    100    100    100    100    100    100
March 25, 2008 ...............   100    100    100    100    100    100    100    100    100    100
March 25, 2009 ...............   100    100    100    100    100    100    100    100    100    100
March 25, 2010 ...............   100    100    100    100     15    100    100    100    100     15
March 25, 2011 ...............   100     69     50     21      0    100     69     50     21      0
March 25, 2012 ...............   100     52     35     12      0    100     52     35     10      0
March 25, 2013 ...............   100     39     25      0      0    100     39     25      0      0
March 25, 2014 ...............   100     29     17      0      0    100     29     17      0      0
March 25, 2015 ...............   100     22     12      0      0    100     22     12      0      0
March 25, 2016 ...............   100     17      3      0      0    100     17      0      0      0
March 25, 2017 ...............   100     13      0      0      0    100     13      0      0      0
March 25, 2018 ...............   100     10      0      0      0    100      0      0      0      0
March 25, 2019 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2020 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2021 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2022 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2023 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2024 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2025 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2026 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2027 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2028 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2029 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2030 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2031 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2032 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2033 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2034 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2035 ...............    95      0      0      0      0     95      0      0      0      0
March 25, 2036 ...............    84      0      0      0      0     84      0      0      0      0
March 25, 2037 ...............     0      0      0      0      0      0      0      0      0      0
Initial ...................... 29.61   5.98   4.86   3.80   2.60  29.61   5.90   4.79   3.70   2.52

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 AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT
 MODEL SET FORTH BELOW

                                                        [Enlarge/Download Table]

                                           CLASS B-2                          CLASS B-3            
                               ---------------------------------  ---------------------------------
DISTRIBUTION DATE                0%     80%   100%   150%   200%    0%     80%   100%   150%   200%
-----------------              -----   ----   ----   ----   ----  -----   ----   ----   ----   ----
                                                                                                   
Initial ......................   100    100    100    100    100    100    100    100    100    100
March 25, 2008 ...............   100    100    100    100    100    100    100    100    100    100
March 25, 2009 ...............   100    100    100    100    100    100    100    100    100    100
March 25, 2010 ...............   100    100    100    100     15    100    100    100    100      1
March 25, 2011 ...............   100     69     50     21      0    100     69     50     17      0
March 25, 2012 ...............   100     52     35      0      0    100     52     35      0      0
March 25, 2013 ...............   100     39     25      0      0    100     39     25      0      0
March 25, 2014 ...............   100     29     17      0      0    100     29      8      0      0
March 25, 2015 ...............   100     22      0      0      0    100     22      0      0      0
March 25, 2016 ...............   100     17      0      0      0    100      7      0      0      0
March 25, 2017 ...............   100      3      0      0      0    100      0      0      0      0
March 25, 2018 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2019 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2020 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2021 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2022 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2023 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2024 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2025 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2026 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2027 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2028 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2029 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2030 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2031 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2032 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2033 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2034 ...............   100      0      0      0      0    100      0      0      0      0
March 25, 2035 ...............    95      0      0      0      0     95      0      0      0      0
March 25, 2036 ...............    84      0      0      0      0     84      0      0      0      0
March 25, 2037 ...............     0      0      0      0      0      0      0      0      0      0
Weighted Average Life in                                                                           
   Years ..................... 29.61   5.81   4.70   3.61   2.43  29.61   5.64   4.56   3.48   2.35

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HYPOTHETICAL AVAILABLE FUNDS CAP TABLE                                          

 Based upon the Modeling Assumptions and assuming further that the Fixed
Rate Mortgage Loans prepay at a constant rate of 20% HEP and the Adjustable Rate
Mortgage Loans prepay at a constant rate of 100% PPC, the following table       
indicates the related Available Funds Cap under such an assumed hypothetical    
scenario. It is highly unlikely, however, that prepayments on the Fixed Rate    
Mortgage Loans will occur at a constant rate of 20% HEP or prepayments on the   
Adjustable Rate Mortgage Loans will occur at a constant rate of 100% PPC or at  
any other constant rate. There is no assurance, therefore, of whether or to what
extent the actual weighted average Net Mortgage Rate of the Mortgage Loans on   
any Distribution Date will conform to the corresponding rate set forth for such 
Distribution Date in the following table.                                       

                                                        [Enlarge/Download Table]

                                                 WEIGHTED AVERAGE                                    WEIGHTED AVERAGE
                     CLASS A-1      CLASS A-2       AVAILABLE         CLASS A-1        CLASS A-2        AVAILABLE    
                     AVAILABLE      AVAILABLE         FUNDS        AVAILABLE FUNDS  AVAILABLE FUNDS       FUNDS      
                   FUNDS CAP (%)  FUNDS CAP (%)      CAP (%)           CAP (%)          CAP (%)          CAP (%)     
DISTRIBUTION DATE     (1) (3)        (1) (4)         (1) (5)           (2)(3)           (2)(4)           (2) (5)     
-----------------  -------------  -------------  ----------------  ---------------  ---------------  ----------------
                                                                                                                     
     4/25/2007          7.772          7.687           7.720             7.772            7.687            7.720     
     5/25/2007          7.513          7.431           7.463            11.002           10.511           10.443     
     6/25/2007          7.270          7.191           7.222            11.001           10.510           10.439     
     7/25/2007          7.513          7.431           7.463            11.002           10.510           10.443     
     8/25/2007          7.271          7.192           7.223            11.002           10.510           10.438     
     9/25/2007          7.271          7.194           7.224            11.002           10.510           10.438     
    10/25/2007          7.514          7.434           7.465            22.017           21.938           21.969     
    11/25/2007          7.272          7.195           7.225            21.906           21.830           21.859     
    12/25/2007          7.514          7.436           7.466            22.004           21.926           21.956     
     1/25/2008          7.272          7.196           7.226            21.924           21.848           21.878     
     2/25/2008          7.273          7.198           7.227            21.878           21.803           21.833     
     3/25/2008          7.778          7.701           7.731            22.001           21.924           21.954     
     4/25/2008          7.278          7.205           7.234            21.667           21.595           21.623     
     5/25/2008          7.521          7.447           7.476            21.668           21.594           21.623     
     6/25/2008          7.279          7.209           7.236            21.491           21.420           21.448     
     7/25/2008          7.523          7.451           7.479            21.535           21.463           21.491     
     8/25/2008          7.281          7.212           7.239            21.389           21.321           21.347     
     9/25/2008          7.282          7.216           7.242            21.360           21.294           21.320     
    10/25/2008          7.526          7.458           7.485            21.447           21.380           21.406     
    11/25/2008          7.284          7.220           7.245            21.329           21.265           21.290     
    12/25/2008          7.528          7.462           7.488            21.436           21.370           21.396     
     1/25/2009          7.286          7.223           7.247            21.331           21.269           21.293     
     2/25/2009          7.290          7.229           7.253            20.746           20.686           20.709     
     3/25/2009          9.428          9.634           9.554            21.562           21.807           21.711     
     4/25/2009          8.521          8.704           8.633            20.173           20.389           20.305     
     5/25/2009          8.796          8.987           8.913            19.961           20.187           20.099     
     6/25/2009          8.503          8.690           8.617            19.641           19.862           19.776     
     7/25/2009          8.783          8.977           8.901            19.599           19.829           19.740     
     8/25/2009          8.495          8.685           8.611            19.251           19.473           19.387     
     9/25/2009          8.532          8.758           8.670            19.509           19.824           19.701     
    10/25/2009          8.812          9.046           8.955            19.577           19.900           19.774     
    11/25/2009          8.524          8.751           8.663            19.241           19.555           19.433     
    12/25/2009          8.803          9.040           8.948            19.340           19.665           19.538     
     1/25/2010          8.515          8.745           8.655            19.036           19.351           19.229     
     2/25/2010          8.511          8.741           8.651            18.780           19.096           18.973     
     3/25/2010         10.185         10.270          10.237            20.174           20.456           20.346     
     4/25/2010          9.214          9.278           9.253            18.916           19.154           19.062     
     5/25/2010          9.513          9.581           9.555            19.342           19.590           19.494     
     6/25/2010          9.198          9.266           9.239            18.831           19.072           18.978     
     7/25/2010          9.496          9.568           9.540            18.887           19.137           19.040     
     8/25/2010          9.181          9.254           9.225            18.432           18.676           18.581     
     9/25/2010          9.197          9.276           9.245            18.863           19.146           19.036     

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                                                        [Enlarge/Download Table]

                                                 WEIGHTED AVERAGE                                    WEIGHTED AVERAGE
                     CLASS A-1      CLASS A-2       AVAILABLE         CLASS A-1        CLASS A-2        AVAILABLE    
                     AVAILABLE      AVAILABLE         FUNDS        AVAILABLE FUNDS  AVAILABLE FUNDS       FUNDS      
                   FUNDS CAP (%)  FUNDS CAP (%)      CAP (%)           CAP (%)          CAP (%)          CAP (%)     
DISTRIBUTION DATE     (1) (3)        (1) (4)         (1) (5)           (2)(3)           (2)(4)           (2) (5)     
-----------------  -------------  -------------  ----------------  ---------------  ---------------  ----------------
                                                                                                                     
    10/25/2010          9.496          9.581           9.548            18.997           19.284           19.172     
    11/25/2010          9.181          9.265           9.232            18.563           18.843           18.734     
    12/25/2010          9.478          9.567           9.533            18.719           19.010           18.897     
     1/25/2011          9.164          9.252           9.218            18.302           18.585           18.475     
     2/25/2011          9.155          9.245           9.210            18.169           18.454           18.343     
     3/25/2011         10.127         10.229          10.189            19.214           19.480           19.377     
     4/25/2011          9.138          9.232           9.196            18.118           18.356           18.263     
     5/25/2011          9.433          9.533           9.494            18.285           18.533           18.436     
     6/25/2011          9.120          9.219           9.180            17.872           18.113           18.019     
     7/25/2011          9.415          9.519           9.479            18.062           18.313           18.215     
     8/25/2011          9.102          9.205           9.165            17.662           17.908           17.812     
     9/25/2011          9.093          9.199           9.157            17.776           17.979           17.900     
    10/25/2011          9.387          9.498           9.455            17.992           18.200           18.119     
    11/25/2011          9.075          9.185           9.142            17.592           17.795           17.716     
    12/25/2011          9.368          9.484           9.439            17.814           18.027           17.944     
     1/25/2012          9.056          9.171           9.126            17.425           17.633           17.552     
     2/25/2012          9.047          9.164           9.119            17.349           17.560           17.478     
     3/25/2012          9.707          9.823           9.778            17.959           18.175           18.091     
     4/25/2012          9.084          9.183           9.144            10.799           10.991           10.916     
     5/25/2012          9.377          9.482           9.441            11.137           11.338           11.260     
     6/25/2012          9.064          9.168           9.128            10.757           10.954           10.877     
     7/25/2012          9.356          9.466           9.424            11.094           11.300           11.220     
     8/25/2012          9.045          9.153           9.111            10.715           10.917           10.838     
     9/25/2012          9.041          9.148           9.107            10.708           10.909           10.831     
    10/25/2012          9.334          9.446           9.402            11.048           11.254           11.174     
    11/25/2012          9.023          9.133           9.090            10.670           10.872           10.793     
    12/25/2012          9.313          9.430           9.385            11.004           11.215           11.133     
     1/25/2013          9.003          9.118           9.074            10.627           10.834           10.754     
     2/25/2013          8.993          9.111           9.065            10.606           10.815           10.734     
     3/25/2013          9.946         10.078          10.027            11.734           11.964           11.874     
     4/25/2013          8.973          9.096           9.048            10.581           10.788           10.707     
     5/25/2013          9.262          9.391           9.341            10.911           11.127           11.043     
     6/25/2013          8.953          9.080           9.031            10.537           10.749           10.667     
     7/25/2013          9.241          9.375           9.323            10.866           11.087           11.001     
     8/25/2013          8.933          9.065           9.014            10.494           10.711           10.626     
     9/25/2013          8.923          9.057           9.005            10.485           10.701           10.617     
    10/25/2013          9.210          9.351           9.296            10.816           11.038           10.952     

(1)  Assumes no losses, the occurrence of an optional termination on the Initial
  Optional Termination Date, 20% HEP for the Fixed Rate Mortgage Loans and
  100% PPC for the Adjustable Rate Mortgage Loans, and One-Month LIBOR and
    Six-Month LIBOR each remain constant at 5.3220% and 5.3050%, respectively.

(2)  Assumes no losses, the occurrence of an optional termination on the Initial
  Optional Termination Date, 20% HEP for the Fixed Rate Mortgage Loans and
  100% PPC for the Adjustable Rate Mortgage Loans, and One-Month LIBOR and
Six-Month LIBOR are 5.3220% and 5.3050%, respectively, for the first  
   Distribution Date and both increase to and remain constant at 20.000% for
 each Distribution Date thereafter. The values indicated include any Net
Swap Payments received from the Swap Counterparty, any Cap Payments   
   received from the Cap Contract Counterparty and proceeds from the related
     Corridor Contract, although such proceeds are excluded from the calculation
of the related Available Funds Cap.                                   

(3)  The Class A-1 Available Funds Cap for purposes of the table above applies  
   only to the Class A-1 and Class R Certificates and means a per annum rate
equal to the product of (i) 12, (ii) the quotient of (x) the total    
  scheduled interest on the Group One Mortgage Loans at their Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion    
    allocable to the Group One Mortgage Loans of any Net Swap Payments or Swap
    Termination Payments (other than Defaulted Swap Termination Payments) owed
     to the Swap Counterparty, and (y) the aggregate Stated Principal Balance of
    the Group One Mortgage Loans as of the first day of the applicable Accrual
Period and (iii) a fraction, the numerator of which is 30 and the     
  denominator of which is the actual number of days in the related Accrual
Period.                                                               

(4)  The Class A-2 Available Funds Cap for purposes of the table above applies  
    only to the Class A-2 Certificates and means a per annum rate equal to the
     product of (i) 12, (ii) the quotient of (x) the total scheduled interest on
   the Group Two Mortgage Loans at their Net Mortgage Rates in effect on the
related Due Date, less the pro rata portion allocable to the Group Two
     Mortgage Loans of any Net Swap Payments or Swap Termination Payments (other
  than Defaulted Swap Termination Payments) owed to the Swap Counterparty,
  and (y) the aggregate Stated Principal Balance of the Group Two Mortgage
Loans as of the first day of the applicable Accrual Period and (iii) a
    fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.                  

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(5)  The Weighted Average Available Funds Cap for purposes of the table above   
    applies only to the Class M and Class B Certificates and means a per annum
     rate equal to the weighted average of the Class A-1 Available Funds Cap and
     the Class A-2 Available Funds Cap (weighted in proportion to the results of
  subtracting from the aggregate Stated Principal Balance of each Mortgage
     Group, the current Certificate Principal Balance of the Class A-1 and Class
     R Certificates, in the case of Group One, or the Class A-2 Certificates, in
the case of Group Two).                                               

ADDITIONAL INFORMATION                                                          

 The Depositor has filed additional yield tables and other computational
materials (including a free writing prospectus supplement) with respect to the  
certificates with the Securities and Exchange Commission in a report on Form    
8-K. Those tables and materials were prepared by the Underwriter for prospective
investors who made requests for that additional information. Those tables and   
assumptions may be based on assumptions that differ from the Modeling           
Assumptions. Accordingly, those tables and other materials may not be relevant  
to or appropriate for investors other than those specifically requesting them.  

 FEDERAL INCOME TAX CONSEQUENCES

 For federal income tax purposes, the Issuing Entity will include one or
more segregated asset pools, with respect to which elections will be made to    
treat each as a separate REMIC. The Trust Fund will also include (x) a grantor  
trust that will hold the Class C Certificates, the Corridor Contract Account and
the rights to payments under the Corridor Contracts, the Supplemental Interest  
Trust and the rights and obligations under the Swap Agreement and Cap Contract  
and certain obligations with respect to excess interest payments described below
and (y) a grantor trust that will hold the rights to prepayment charges. The    
assets of the lowest-tier REMIC will consist of the Mortgage Loans and all other
property in the Issuing Entity except for (i) interests issued by any of the    
REMICs, (ii) prepayment charges received with respect to the Mortgage Loans,    
(iii) the Corridor Contracts, the Swap Agreement, the Cap Contract, the Corridor
Contract Account and the Supplemental Interest Trust and (iv) the interests in  
the grantor trusts described above. Each class of the Offered Certificates      
(other than the Class R Certificate) will represent the beneficial ownership of 
the corresponding regular interest of the highest-tier REMIC. The Class R       
Certificate will represent the beneficial ownership of the residual interest in 
each of the REMICs.                                                             

    For federal income tax purposes, each of the interests in the highest-tier
REMIC that corresponds to an Offered Certificate will be subject to a cap equal 
to the related Available Funds Cap with the following modifications: (i) the    
notional balance of the Swap Agreement for each Distribution Date will be       
treated as limited to, and in certain cases less than, the Stated Principal     
Balance of the Mortgage Loans as of the preceding Distribution Date; (ii)       
amounts owed to the Swap Counterparty will be allocated among the Mortgage      
Groups pro rata based on their relative sizes as of the Cut-off Date (rather    
than on an ongoing basis); and (iii) any Swap Termination Payment will be       
treated as being payable solely from Net Excess Cashflow. Such interests in the 
highest-tier REMIC shall not be entitled to reimbursement for shortfalls caused 
by such interest rate cap. In addition to representing the beneficial ownership 
of the corresponding interest of the highest-tier REMIC, each of the Offered    
Certificates will also represent the beneficial ownership of any excess of the  
interest distributable on such class over the interest that would have accrued  
on the corresponding class of interest had each of the Offered Certificates been
subject to the interest rate cap described in the preceding sentence (such      
excess, "excess interest payments"). Further, in addition to ownership of the   
corresponding interest in the highest-tier REMIC and the right to receive excess
interest payments, each of the Offered Certificates will also represent the     
obligation under a notional principal contract to pay any excess of the interest
distributable on such interest in the highest-tier REMIC over the interest      
distributable on such Offered Certificate (such excess also, "excess interest   
payments"). The rights and obligations with respect to excess interest payments 
associated with the Offered Certificates will not, for federal income tax       
purposes, be treated as interests in a REMIC.                                   

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     Upon the issuance of the Offered Certificates, Dechert LLP will deliver its
opinion to the effect that, assuming compliance with the Pooling and Servicing  
Agreement, and the accuracy of certain representations made in the Pooling and  
Servicing Agreement or the transfer agreements with respect to the Mortgage     
Loans and certain representations made by the Sponsor, for federal income tax   
purposes, each of the REMICs will qualify as a REMIC within the meaning of      
Section 860D of the Code and the grantor trusts will qualify as such under      
subpart E, Part I of Subchapter J of the Code.                                  

Holders of Subordinate Certificates may be required to accrue income  
currently even though their distributions may be reduced due to defaults and    
delinquencies on the related Mortgage Loans. See "Material Federal Income Tax   
Consequences" in the prospectus.                                                

The current backup withholding rate is 28%. The rate is subject to    
adjustment after 2010.                                                          

TAXATION OF THE BASIS RISK ARRANGEMENTS                                         

    General. Each holder of an Offered Certificate will be treated for federal
income tax purposes as having entered into, on the date it purchases its Offered
Certificate, one or more notional principal contracts whereby it has the right  
to receive and the obligation to make payments with respect to excess interest  
payments (a "basis risk arrangement").                                          

     In general, the holders of the Offered Certificates must allocate the price
they pay for their certificates between their interest in the highest-tier REMIC
and their basis risk arrangement based on their relative fair market values. To 
the extent a basis risk arrangement is determined to have a value on the Closing
Date that is greater than zero, a portion of such purchase price will be        
allocable to such basis risk arrangement, and such portion will be treated as a 
non-periodic payment on a notional principal contract paid by the holders of the
Offered Certificates. A holder of an Offered Certificate will be required to    
amortize the non-periodic payment under one of the methods set forth in the Swap
Regulations. Prospective purchasers of the Offered Certificates should consult  
their own tax advisors regarding the appropriate method of amortizing any       
non-periodic payment.                                                           

Under the Swap Regulations (i) all taxpayers must recognize periodic  
payments with respect to a notional principal contract under the accrual method 
of accounting, and (ii) any periodic payments received in connection with the   
right to receive excess interest payments must be netted against periodic       
payments made in connection with the obligation to make excess interest payments
and payments, if any, deemed made as a result of the non-periodic payments      
described above over the recipient's taxable year, rather than accounted for on 
a gross basis. Net income or deduction with respect to net payments under a     
notional principal contract for a taxable year should, and under recently       
proposed regulations would, constitute ordinary income or ordinary deduction.   
The proposed regulations referred to in the preceding sentence are proposed to  
be effective thirty days after they are published as final regulations. It is   
not known whether the proposed regulations will be adopted as final regulations 
or, if so, whether they will be adopted in their current form. The IRS could    
contend the amount of net income or deduction is capital gain or loss, but such 
treatment is unlikely, at least in the absence of further regulations.          
Individuals may be limited in their ability to deduct any such net deduction and
should consult their tax advisors prior to investing in the Offered             
Certificates.                                                                   

   Termination Payments. Any amount of proceeds from the sale, redemption or
retirement of an Offered Certificate that is considered to be allocated to the  
selling beneficial owner's rights to receive excess interest payments in        
connection with the sale or exchange of an Offered Certificate would be         
considered under the Swap Regulations a "termination payment". Any reduction in 
the amount of proceeds from the sale, redemption or retirement of an Offered    
Certificate that is considered to be attributable to the selling beneficial     
owner's obligation to make excess interest payments would be                    

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considered under the Swap Regulations a "termination payment". A holder of an   
Offered Certificate will have gain or loss from such a termination of the basis 
risk arrangement equal to (i) any termination payment it received or is deemed  
to have received minus (ii) any termination payment it has paid or is deemed to 
have paid and the unamortized portion of any non-periodic payment paid (or      
deemed paid) by the beneficial owner upon entering into or acquiring its basis  
risk arrangement.                                                               

 Gain or loss realized upon the termination of a right to receive excess
interest payments generally will be treated as capital gain or loss. Moreover,  
in the case of a bank or thrift institution, Section 582(c) of the Code would   
likely not apply to treat such gain or loss, or a portion thereof, as ordinary. 

   Application of the Straddle Rules. The Offered Certificates, representing
beneficial ownership of the corresponding regular interest and the right to     
receive excess interest payments, may constitute positions in a straddle, in    
which case, the straddle rules of Section 1092 of the Code would apply. If the  
straddle rules apply, a selling beneficial owner's capital gain or loss with    
respect to such corresponding regular interest would be short-term because the  
holding period would be tolled under the straddle rules. Similarly, capital gain
or loss realized in connection with the termination of the right to receive     
excess interest payments would be short-term. If the holder of an Offered       
Certificate incurred or continued indebtedness to acquire or hold such Offered  
Certificate, the holder would generally be required to capitalize a portion of  
the interest paid on such indebtedness until termination of the right to receive
excess interest payments.                                                       

Investors are urged to consult their own tax advisors regarding the   
appropriate tax treatment of the right to receive, and the obligations with     
respect to, excess interest payments.                                           

ORIGINAL ISSUE DISCOUNT AND AMORTIZABLE BOND PREMIUM                            

    The REMIC regular interests represented by the Offered Certificates (other
than the Class R Certificate) may be treated as being issued with original issue
discount. For purposes of determining the amount and rate of accrual of original
issue discount and market discount, the Depositor intends to assume that there  
will be Principal Prepayments on the Mortgage Loans at a rate equal to 100% of  
the applicable prepayment model, as described above. No representation is made  
as to whether the Mortgage Loans will prepay at that rate or any other rate. See
"Yield, Prepayment and Maturity Considerations" in this prospectus supplement   
and "Material Federal Income Tax Consequences" in the prospectus.               

    The REMIC regular interests represented by the Offered Certificates (other
than the Class R Certificate) may be treated as being issued at a premium. If   
this occurs, the holders of such Offered Certificates may elect under Section   
171 of the Code to amortize that premium under the constant yield method and to 
treat that amortizable premium as an offset to interest income on such regular  
interests. This election, however, applies to all the certificateholder's debt  
instruments held during or after the first taxable year in which the election is
first made, may be revoked only with the consent of the IRS, and should only be 
made after consulting with a tax advisor.                                       

If the method for computing original issue discount described in the  
prospectus results in a negative amount for any period with respect to a        
certificateholder, such certificateholder will be permitted to offset such      
excess amounts only against the respective future income, if any, from the REMIC
regular interest represented by such certificate. Although the tax treatment is 
uncertain, a certificateholder may be permitted to deduct a loss to the extent  
that such holder's respective remaining basis in the REMIC regular interest     
represented by such certificate exceeds the maximum amount of future payments to
which such holder is entitled with respect to its REMIC regular interest,       
assuming no further Principal Prepayments on the Mortgage Loans are received.   
Although the matter is not free from doubt, any such loss might be treated as a 
capital loss.                                                                   

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SPECIAL TAX ATTRIBUTES OF THE OFFERED CERTIFICATES                              

   For purposes of this discussion, the "REMIC assets" of the Issuing Entity
includes all assets of the Issuing Entity other than (i) rights under the       
Corridor Contracts and the Corridor Contract Account, (ii) rights under the Swap
Agreement and the Supplemental Interest Trust, (iii) rights under the Cap       
Contract and the Supplemental Interest Trust and (iv) rights to receive         
prepayment charges with respect to the Mortgage Loans.                          

     As is described more fully under "Material Federal Income Tax Consequences"
in the prospectus, the REMIC interests represented by the Offered Certificates  
will be treated as assets described in Section 7701(a)(19)(C) of the Code in the
same proportion that the REMIC assets of the Issuing Entity would be so treated;
provided, however, that if at least 95% of the REMIC assets of the Issuing      
Entity are assets described in Section 7701(a)(19)(C)(i)-(x) of the Code, the   
REMIC interests represented by the Offered Certificates will be treated in their
entirety as assets described in Section 7701(a)(19)(C) of the Code.             

     The REMIC interests represented by the Offered Certificates will be treated
as "real estate assets" under Section 856(c)(5)(B) of the Code in the same      
proportion that the REMIC assets of the Issuing Entity would be so treated;     
provided, however, that if at least 95% of the REMIC assets of the Issuing      
Entity are "real estate assets" within the meaning of Section 856(c)(5)(B) of   
the Code, then the REMIC interests represented by the Offered Certificates will 
be treated in their entirety as "real estate assets" under Section 856(c)(5)(B) 
of the Code. Interest on the REMIC interests represented by the Offered         
Certificates will be treated as "interest on obligations secured by mortgages on
real property" within the meaning of Section 856(c)(3)(B) of the Code in the    
same proportion that income from the REMIC assets of the Issuing Entity is      
income described in Section 856(c)(3)(B) of the Code; provided, however, that if
at least 95% of the REMIC assets of the Issuing Entity are "real estate assets" 
within the meaning of Section 856(c)(5)(B) of the Code, then all interest on the
REMIC interests represented by the Offered Certificates, will be treated as     
"interest on obligations secured by mortgages on real property" within the      
meaning of Section 856(c)(3)(B) of the Code.                                    

The portion of any Offered Certificate representing a basis risk      
arrangement will not be treated as a "real estate asset" under Section          
856(c)(5)(B) of the Code or as a qualifying asset under Section 860G(a)(3) or   
Section 7701(a)(19)(C) of the Code and income with respect to such portion will 
not be treated as "interest on obligations secured by mortgages on real         
property" within the meaning of Section 856(c)(3)(B) of the Code.               

PROHIBITED TRANSACTIONS TAX AND OTHER TAXES                                     

  The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions." In general, subject to specified exceptions, a  
prohibited transaction means the disposition of a Mortgage Loan, the receipt of 
income from a source other than a Mortgage Loan or other permitted investments, 
the receipt of compensation for services, or gain from the disposition of an    
asset purchased with the payments on the Mortgage Loans for temporary investment
pending distribution on the certificates. It is not anticipated that the Issuing
Entity will engage in any prohibited transactions in which it would recognize a 
material amount of net income.                                                  

   In addition, contributions to a trust fund that elects to be treated as a
REMIC made after the day on which such trust fund issues all of its interests   
could result in the imposition of a tax on the trust fund equal to 100% of the  
value of the contributed property. The Issuing Entity will not accept           
contributions that would subject it to such tax.                                

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In addition, a trust fund that elects to be treated as a REMIC may 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 derived from foreclosure property, including gain from the sale of a     
foreclosure property, other than qualifying rents and other income or gain that 
would be qualifying income for a real estate investment trust. It is not        
anticipated that the Issuing Entity will recognize net income from foreclosure  
property subject to federal income tax.                                         

Where the above-referenced prohibited transactions tax, tax on        
contributions to an issuing entity, tax on net income from foreclosure property 
or state or local income or franchise tax that may be imposed on a REMIC arises 
out of a breach of the Servicer's or the Trustee's obligations, as the case may 
be, under the Pooling and Servicing Agreement and in respect of compliance with 
then applicable law, such tax will be borne by the Servicer or the Trustee in   
either case out of its own funds. In the event that either the Servicer or the  
Trustee, as the case may be, fails to pay or is not required to pay any such tax
as provided above, such tax will be paid by the Issuing Entity first with       
amounts that might otherwise be distributable to the holders of certificates in 
the manner provided in the Pooling and Servicing Agreement. It is not           
anticipated that any material state or local income or franchise tax will be    
imposed on the Issuing Entity.                                                  

  For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Material Federal Income Tax         
Consequences--REMICs" in the prospectus.                                        

CLASS R CERTIFICATE                                                             

  The holder of the Class R Certificate must include the taxable income or
loss of the REMICs in determining its federal taxable income. The Class R       
Certificate will remain outstanding for federal income tax purposes until there 
are no certificates of any other class outstanding. Prospective investors are   
cautioned that the Class R certificateholder's REMIC taxable income and the tax 
liability thereon may exceed, and may substantially exceed, cash distributions  
to such holder during certain periods, in which event, the holder thereof must  
have sufficient alternative sources of funds to pay such tax liability.         
Furthermore, it is anticipated that all or a substantial portion of the taxable 
income of the REMICs includable by the holder of the Class R Certificate will be
treated as "excess inclusion" income, resulting in (i) the inability of such    
holder to use net operating losses to offset such income from the REMICs, (ii)  
the treatment of such income as "unrelated business taxable income" to certain  
holders who are otherwise tax-exempt and (iii) the treatment of such income as  
subject to 30% withholding tax to certain non-U.S. investors, with no exemption 
or treaty reduction.                                                            

The Class R Certificate will be considered to represent "noneconomic  
residual interests," with the result that transfers thereof would be disregarded
for federal income tax purposes if any significant purpose of the transfer was  
to impede the assessment or collection of tax. All transfers of the Class R     
Certificate will be subject to certain restrictions intended to reduce the      
possibility of any such transfer being disregarded. Such restrictions include   
requirements that (i) the transferor represent that it has conducted an         
investigation of the transferee and made certain findings regarding whether the 
transferee has historically paid its debts when they become due, (ii) the       
proposed transferee make certain representations regarding its understanding    
that as the holder of a Class R Certificate the transferee may incur tax        
liabilities in excess of the cashflow from the Class R Certificate and its      
intention to pay the taxes associated with holding the Class R Certificate as   
they become due and (iii) the proposed transferee agree that it will not        
transfer the Class R Certificate to any person unless that person agrees to     
comply with the same restrictions on future transfers. See "Description of the  
Certificates--Restrictions on Transfer of the Class R Certificate" in this      
prospectus supplement and "Material Federal Income Tax Consequences--Tax-Related
Restrictions on Transfers of REMIC Residual Certificates" in the prospectus.    

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    An individual, trust or estate that holds the Class R Certificate (whether
such Class R Certificate is held directly or indirectly through certain         
pass-through entities) also may have additional gross income with respect to,   
but may be subject to limitations on the deductibility of, Servicing Fees on the
Mortgage Loans and other administrative expenses of the Issuing Entity in       
computing such holder's regular tax liability, and may not be able to deduct    
such fees or expenses to any extent in computing such holder's alternative      
minimum tax liability. In addition, some portion of a purchaser's basis, if any,
in the Class R Certificate may not be recovered until termination of the Issuing
Entity. Furthermore, the federal income tax consequences of any consideration   
paid to a transferee on a transfer of the Class R Certificate are unclear.      
Recently issued regulations require an acquiror or transferee of a noneconomic  
residual interest to recognize as income any fee received to induce such person 
to become a holder of such interest over a period reasonably related to the     
period during which the applicable REMIC is expected to generate taxable income 
or net loss in a manner that reasonably reflects the after-tax costs and        
benefits (without regard to such fee) of holding such interest. The regulations 
provide two safe harbor methods that satisfy this requirement. Under one method,
the fee is recognized in accordance with the method of accounting, and over the 
same period, that the taxpayer uses for financial reporting purposes, provided  
that the fee is included in income for financial reporting purposes over a      
period that is not shorter than the period during which the applicable REMIC is 
expected to generate taxable income. Under a second method, the fee is          
recognized ratably over the anticipated weighted average life of the applicable 
REMIC (as determined under applicable Treasury regulations) remaining as of the 
date of acquisition of the noneconomic residual interest. The IRS may provide   
additional safe harbor methods in future guidance. Once a taxpayer adopts a     
particular method of accounting for such fees, the taxpayer generally may not   
change to a different method without consent of the IRS. Under the regulations, 
if any portion of such a fee has not been recognized in full by the time the    
holder of a noneconomic residual interest disposes of such interest, then the   
holder must include the unrecognized portion in income at that time. The        
regulations also provide that such a fee shall be treated as income from sources
within the United States. Any transferee receiving consideration with respect to
the Class R Certificate should consult its tax advisors.                        

Due to the special tax treatment of residual interests, the effective 
after-tax return of the Class R Certificate may be significantly lower than     
would be the case if the Class R Certificate were taxed as a debt instrument, or
may be negative.                                                                

  For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Material Federal Income Tax         
Consequences" in the prospectus.                                                

TAX RETURN DISCLOSURE REQUIREMENTS

  Taxpayers are required to report certain information on IRS Form 8886 if
they participate in a "reportable transaction." Holders should consult with     
their tax advisors as to the need to file IRS Form 8886 (disclosing certain     
potential tax shelters) with their federal income tax returns.                  

 STATE TAXES

  The Depositor makes no representations regarding the tax consequences of
purchase, ownership or disposition of the Offered Certificates under the tax    
laws of any state. Investors considering an investment in the Offered           
Certificates should consult their own tax advisors regarding such tax           
consequences.                                                                   

    All investors should consult their own tax advisors regarding the federal,
state, local or foreign income tax consequences of the purchase, ownership and  
disposition of the Offered Certificates.                                        

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ERISA CONSIDERATIONS

     Section 406 of ERISA prohibits "parties in interest" with respect to a Plan
subject to ERISA and Section 4975 of the Code prohibits "disqualified persons"  
with respect to a Plan subject thereto from engaging in certain transactions    
involving such Plan and its assets unless a statutory, regulatory or            
administrative exemption applies to the transaction. Section 4975 of the Code   
imposes certain excise taxes and other penalties on prohibited transactions     
involving Plans subject to that Section. ERISA authorizes the imposition of     
civil penalties for prohibited transactions involving Plans subject to Title I  
of ERISA in certain circumstances. Any Plan fiduciary proposing to cause a Plan 
to acquire the Offered Certificates should consult with its counsel with respect
to the potential consequences under ERISA and the Code of the Plan's acquisition
and holding of the Offered Certificates. The Class R Certificate may not be     
purchased by a Plan; therefore, references in the following discussion to the   
Offered Certificates do not apply, in general, to the Class R Certificate. See  
"ERISA Considerations" in the prospectus.                                       

  Certain employee benefit plans, including governmental plans and certain
church plans, are not subject to ERISA. Accordingly, assets of such plans may be
invested in the Offered Certificates without regard to the ERISA Considerations 
described herein and in the prospectus, subject to any provisions under any     
federal, state, local, non-U.S. or other laws or regulations that are           
substantively similar to Title I of ERISA or Section 4975 of the Code.          

    Except as noted above, investments by Plans are subject to 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 deciding whether  
to invest the assets of a Plan in the Offered Certificates should consider,     
among other factors, the extreme sensitivity of the investments to the rate of  
principal payments (including Principal Prepayments) on the Mortgage Loans.     

    The U.S. Department of Labor has granted the Exemption 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, the 
servicing and the subsequent resale by Plans of certificates in pass-through    
trusts that consist of receivables, loans and other obligations that meet the   
conditions and requirements of the Exemption.                                   

  Among the general conditions that must be satisfied for the Exemption to
apply are the following:                                                        

   (1)  the acquisition of the certificates by a Plan is on terms (including
         the price for the certificates) that are at least as favorable to the
          Plan as they would be in an arm's-length transaction with an unrelated
party;                                                      

     (2)  the rights and interests evidenced by the certificates acquired by the
      Plan are not subordinated to the rights and interests evidenced by
       other certificates of the Issuing Entity, other than in the case of
Designated Transactions;                                    

  (3)  the certificates acquired by the Plan have received a rating at the
        time of such acquisition that is one of the three (or in the case of
       Designated Transactions, four) highest generic rating categories of
Fitch, Moody's or S&P;                                      

(4)  the Trustee must not be an affiliate of any other member of the  
Restricted Group other than an underwriter;                 

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 (5)  the sum of all payments made to and retained by the underwriter in
       connection with the distribution of the certificates represents not
        more than reasonable compensation for underwriting the certificates;
       the sum of all payments made to and retained by the Sponsor for the
         assignment of the Mortgage Loans to the Issuing Entity represents not
          more than the fair market value of such Mortgage Loans; the sum of all
        payments made to and retained by the Servicer and any other servicer
      represents not more than reasonable compensation for such person's
  services under the agreement in which the loans are pooled and
     reimbursements of such person's reasonable expenses in connection
therewith; and                                              

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

The Issuing Entity must also meet the following requirements:         

     (1)  the corpus of the Trust Fund must consist solely of assets of the type
that have been included in other investment pools;          

  (2)  certificates in such other investment pools must have been rated in
      one of the three (or in the case of Designated Transactions, four)
       highest rating categories of Fitch, Moody's or S&P for at least one
year prior to the Plan's acquisition of certificates; and   

    (3)  certificates evidencing interests in such other investment pools must
      have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of certificates.       

    Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when a Plan fiduciary causes 
a Plan (other than a Plan sponsored by a member of the Restricted Group) to     
acquire certificates in a trust and the fiduciary (or its affiliate) is an      
obligor on the receivables held in the trust, provided that, among other        
requirements:                                                                   

    (1)  in the case of an acquisition in connection with the initial issuance
  of certificates, at least fifty percent (50%) of each class of
    certificates in which Plans have invested is acquired by persons
        independent of the Restricted Group and at least fifty percent (50%)
 of the aggregate interest in the trust is acquired by persons
independent of the Restricted Group;                        

   (2)  such fiduciary (or its affiliate) is an obligor with respect to five
    percent (5%) or less of the fair market value of the obligations
contained in the trust;                                     

 (3)  the Plan's investment in certificates of any class does not exceed
      twenty-five percent (25%) of all of the certificates of that class
outstanding at the time of the acquisition; and             

  (4)  immediately after the acquisition, no more than twenty-five percent
          (25%) of the assets of any Plan with respect to which such person is a
          fiduciary are invested in certificates representing an interest in one
         or more trusts containing assets sold or serviced by the same entity.

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Further, additional conditions under the Exemption are applicable to  
eligible swaps or cap contracts. These conditions are discussed in "ERISA       
Considerations" in the prospectus.                                              

    Except as described below, it is expected that the Exemption will apply to
the acquisition and holding of the Offered Certificates by Plans and that all   
conditions of the Exemption other than those within the control of the investors
will be met. In addition, as of the date hereof, there is no single mortgagor   
that is the obligor on five percent (5%) or more of the Mortgage Loans included 
in the Issuing Entity by aggregate unamortized principal balance of the assets  
of the Issuing Entity.                                                          

Neither the Swap Agreement nor the Cap Contract satisfy all of the    
requirements to qualify as an "eligible swap" under the Exemption. Until        
termination of the Swap Agreement and the Cap Contract, for ERISA purposes, an  
interest in a class of Offered Certificates will be deemed to represent a       
beneficial interest in each of two assets: (i) the right to receive payments    
with respect to the applicable class of Offered Certificates without taking into
account payments made or received with respect to the Swap Agreement and Cap    
Contract and (ii) the right in the Supplemental Interest Trust to receive       
payments under the Swap Agreement and Cap Contract. Under this approach, the    
Exemption does not cover the acquisition or holding of the interest described in
(ii). Consequently, a Plan's acquisition and holding of an Offered Certificate  
could constitute or result in a prohibited transaction under ERISA or Section   
4975 of the Code unless an exemption is available with respect to the           
acquisition and holding of the interest described in (ii).                      

Accordingly, until the termination of the Swap Agreement and the Cap  
Contract, neither a Plan nor any person acting for, on behalf of or with any    
assets of a Plan may acquire or hold any interest in an Offered Certificate     
unless such acquisition and holding is eligible for relief under and is covered 
by an Investor-Based Exemption. Even if the conditions specified in one or more 
of the Investor-Based Exemptions are met, however, the scope of relief provided 
by the Investor-Based Exemptions may not necessarily cover all acts that might  
constitute prohibited transactions. Plan fiduciaries should consult their legal 
counsel concerning these issues. Until the termination of the Swap Agreement and
the Cap Contract, each beneficial owner of an Offered Certificate (other than   
the Class R Certificate) or any interest therein shall be deemed to have        
represented that either (i) it is not a Plan or a person acting for, on behalf  
of or with any assets of a Plan or (ii) the acquisition and holding of the      
Offered Certificate will not constitute or result in a non-exempt prohibited    
transaction under Title I of ERISA or Section 4975 of the Code. Subsequent to   
the termination of the Swap Agreement and the Cap Contract, it is expected that 
the Exemption will apply to the acquisition and holding of the Offered          
Certificates (other than the Class R Certificate).                              

 Because the characteristics of the Class R Certificate may not meet the
requirements of the Exemption or any other issued exemption under ERISA, a Plan 
may have engaged in a prohibited transaction or incur excise taxes or civil     
penalties if it purchases and holds the Class R Certificate. Consequently,      
transfers of the Class R Certificate will not be registered by the Trustee      
unless the Trustee receives a representation from the transferee of the Class R 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that the transferee is not a Plan and is not directly or 
indirectly acquiring the Class R Certificate for, on behalf of or with any      
assets of any such Plan. Any purported transfer of the Class R Certificate or   
any interest therein in violation of such representation shall be void and of no
effect, and the next preceding permitted beneficial owner will be treated as the
beneficial owner of the Class R Certificate. The Trustee shall be entitled, but 
not obligated, to recover from any holder of the Class R Certificate that was in
fact a Plan and that held such Certificate in violation of such representation  
all payments made on such Class R Certificate at and after the time it commenced
such holding. Any such payments so recovered shall be paid and delivered to such
last preceding beneficial owner.                                                

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Prospective Plan investors should consult with their legal advisors   
concerning the impact of ERISA and the Code, the applicability of the Exemption 
and PTCE 83-1 (described in the prospectus), and the potential consequences in  
their specific circumstances, prior to making an investment in the Offered      
Certificates. Moreover, each Plan fiduciary should determine whether under the  
general fiduciary standards of ERISA, an investment in the Offered Certificates 
is appropriate for the Plan, taking into account the overall investment policy  
of the Plan and the composition of the Plan's investment portfolio.             

LEGAL INVESTMENT

Generally, the Offered Certificates that are rated in one of the two  
highest rating categories by at least one nationally recognized statistical     
rating organization will constitute "mortgage related securities" under SMMEA.  
The other Offered Certificates will not constitute "mortgage related securities"
under SMMEA. The appropriate characterization of the Offered Certificates under 
various legal investment restrictions, and thus the ability of investors subject
to those restrictions to purchase Offered Certificates, may be subject to       
significant interpretive uncertainties. All investors whose investment authority
is subject to legal restrictions should consult their own legal advisors to     
determine whether, and to what extent, the Offered Certificates will constitute 
legal investments for them.                                                     

No representations are made as to the proper characterization of the  
Offered Certificates for legal investment or financial institution regulatory   
purposes, or other purposes, or as to the ability of particular investors to    
purchase the Offered Certificates under applicable legal investment             
restrictions. The uncertainties described above (and any unfavorable future     
determinations concerning legal investment or financial institution regulatory  
characteristics of the Offered Certificates) may adversely affect the liquidity 
of the Offered Certificates. See "Legal Investment" in the prospectus.          

 USE OF PROCEEDS

   Substantially all of the net proceeds to be received from the sale of the
LIBOR Certificates will be applied by the Depositor to the purchase price of the
Mortgage Loans.                                                                 

METHOD OF DISTRIBUTION

 Subject to the terms and conditions of the underwriting agreement dated
February 28, 2003, and the terms agreement dated March 23, 2007, each between   
the Depositor and the Underwriter, the Offered Certificates are being purchased 
from the Depositor by the Underwriter. Distributions on the Offered Certificates
will be made by the Underwriter from time to time in negotiated transactions or 
otherwise at varying prices to be determined at the time of sale. In connection 
with the sale of the Offered Certificates, the Underwriter may be deemed to have
received compensation from the Depositor in the form of underwriting discounts. 

     The Depositor has been advised by the Underwriter that it intends to make a
market in the Offered Certificates, but that the Underwriter has no obligation  
to do so. There can be no assurance that a secondary market for the Offered     
Certificates, or any particular class of Offered Certificates, will develop or, 
if it does develop, that it will continue or that such market will provide      
sufficient liquidity of investment. The Offered Certificates will not be listed 
on any national exchange.                                                       

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

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    The Underwriter has agreed to reimburse the Depositor for certain expenses
incurred in connection with the issuance of the certificates. Expenses incurred 
by the Depositor in connection with this offering are expected to be            
approximately $600,000.                                                         

   Merrill Lynch is an affiliate of the Depositor, the Sponsor, the Servicer
and First Franklin Financial.                                                   

 LEGAL MATTERS

 Certain legal matters will be passed upon for the Depositor and for the
Underwriter by Dechert LLP, New York, New York.                                 

 RATINGS

    It is a condition of the issuance of the Offered Certificates that they be
assigned the ratings designated below by each of Moody's and S&P.               

                                                                [Download Table]

CLASS OF CERTIFICATES   MOODY'S    S&P
---------------------   -------   ----
                                      
A-1..................      Aaa     AAA
A-2A.................      Aaa     AAA
A-2B.................      Aaa     AAA
A-2C.................      Aaa     AAA
A-2D.................      Aaa     AAA
M-1..................      Aa1     AA+
M-2..................      Aa2     AA 
M-3..................      Aa3     AA-
M-4..................      A1      A+ 
M-5..................      A2       A 
M-6..................      A3      A- 
B-1..................     Baa1    BBB+
B-2..................     Baa2     BBB
B-3..................     Baa3    BBB-
R....................      NR      AAA

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    
ratings on the Offered Certificates do not, however, constitute statements      
regarding the likelihood or frequency of Principal Prepayments on the Mortgage  
Loans, the payment of the Floating Rate Certificate Carryover or the anticipated
yields in light of Principal Prepayments.                                       

Moody's ratings on mortgage pass-through certificates address the     
likelihood of the receipt by certificateholders of all distributions to which   
such certificateholders are entitled. Moody's ratings opinions address the      
structural and legal issues associated with the Offered Certificates, including 
the nature of the underlying Mortgage Loans. Moody's ratings on pass-through    
certificates do not represent any assessment of the likelihood that Principal   
Prepayments may differ from those originally anticipated nor do they address the
possibility that, as a result of Principal Prepayments, certificateholders may  
receive a lower than anticipated yield.                                         

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    S&P's ratings on mortgage pass-through certificates address the likelihood
of receipt by certificateholders of payments required under the operative       
agreements. S&P's ratings take into consideration the credit quality of the     
mortgage pool including any credit support providers, structural and legal      
aspects associated with the certificates, and the extent to which the payment   
stream of the mortgage pool is adequate to make payments required under the     
certificates. S&P's ratings on mortgage pass-through certificates do not,       
however, constitute a statement regarding the frequency of prepayments on the   
mortgage loans or address the likelihood of receipt of Floating Rate Certificate
Carryover. S&P's ratings do not address the possibility that investors may      
suffer a lower than anticipated yield.                                          

     The Depositor has not requested a rating of the Offered Certificates by any
rating agency other than Moody's and S&P. However, there can be no assurance as 
to whether any other rating agency will rate the Offered Certificates or, if it 
does, what ratings would be assigned by such other rating agency. The ratings   
assigned by any such other rating agency to the Offered Certificates could be   
lower than the respective ratings assigned by the Rating Agencies.              

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 GLOSSARY OF DEFINED TERMS

                                                        [Enlarge/Download Table]
                                                                                         
1/29 LIBOR LOANS               means Mortgage Loans that bear interest at a fixed rate   
                               for a period of approximately one year after origination  
                               and thereafter have semi-annual interest rate and payment 
                               adjustments in substantially the same manner as Six-Month 
                               LIBOR Loans.                                              

2/28 LIBOR LOANS               means Mortgage Loans that bear interest at a fixed rate   
                               for a period of approximately two years after origination 
                               and thereafter have semi-annual interest rate and payment 
                               adjustments in substantially the same manner as Six-Month 
                               LIBOR Loans.                                              

3/27 LIBOR LOANS               means Mortgage Loans that bear interest at a fixed rate   
                               for a period of approximately three years after           
                               origination and thereafter have semi-annual interest rate 
                               and payment adjustments in substantially the same manner  
                               as Six-Month LIBOR Loans.                                 

5/25 LIBOR LOANS               means Mortgage Loans that bear interest at a fixed rate   
                               for a period of approximately five years after origination
                               and thereafter have semi-annual interest rate and payment 
                               adjustments in substantially the same manner as Six-Month 
                               LIBOR Loans.                                              

ACCOUNTS                       means one or more accounts maintained by the Trustee or   
                               the Servicer pursuant to the Pooling and Servicing        
                               Agreement.                                                

ACCRUAL PERIOD                 means, with respect to the LIBOR Certificates and a       
                               Distribution Date, the period from and including the      
                               preceding Distribution Date (or from the Closing Date in  
                               the case of the first Distribution Date) to and including 
                               the day prior to such Distribution Date.                  

ADJUSTABLE RATE MORTGAGE LOAN  means a Mortgage Loan in the Trust Fund with an adjustable
                               interest rate.                                            

ADJUSTMENT DATE                means, with respect to an Adjustable Rate Mortgage Loan,  
                               generally the first day of the month or months specified  
                               in the related mortgage note.                             

ADVANCE                        means, with respect to a Servicer Remittance Date, an     
                               advance of the Servicer's own funds, or funds in the      
                               related Collection Account that are not required to be    
                               distributed on the related Distribution Date that are     
                               required to be deposited pursuant to the Pooling and      
                               Servicing Agreement, in an amount generally equal to the  
                               aggregate amount of all payments of principal and interest
                               (or, with respect to the Interest-Only Mortgage Loans and 
                               REO Property, payments of scheduled                       

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                                                        [Enlarge/Download Table]
                                                                                        
                              interest) on the Mortgage Loans (adjusted to the          
                              applicable Net Mortgage Rate) that were due on the related
                              Due Date and delinquent on the related Servicer Remittance
                              Date (other than the principal portion of any Balloon     
                              Amount, advances deemed non-recoverable by the Servicer,  
                              advances on each Mortgage Loan that is 150 days delinquent
                              or more, and shortfalls in principal and interest due to  
                              bankruptcy proceedings or the application of the          
                              Servicemembers Civil Relief Act or similar state          
                              legislation or regulations) together with an amount       
                              equivalent to interest (adjusted to the Net Mortgage Rate)
                              deemed due on each Mortgage Loan which is an REO Property 
                              (subject to the exceptions described above for advances on
                              Mortgage Loans) such latter amount to be calculated after 
                              taking into account rental income.                        

APPLIED REALIZED LOSS AMOUNT  means, with respect to any class of Subordinate           
                              Certificates and as to any Distribution Date, the sum of  
                              the Realized Losses with respect to Mortgage Loans which  
                              have been applied in reduction of the Certificate         
                              Principal Balance of such class.                          

AVAILABLE FUNDS CAP           means any of the Class A-1 Available Funds Cap, the Class 
                              A-2 Available Funds Cap or the Weighted Average Available 
                              Funds Cap.                                                

BALLOON AMOUNT                means the balloon payment of the remaining outstanding    
                              principal balance of a mortgage loan.                     

BALLOON LOAN                  means a mortgage loan having an original term to stated   
                              maturity of approximately 15 or 30 years and providing for
                              level monthly payments generally based on a 30, 40 or 50  
                              year amortization schedule with a payment of a Balloon    
                              Amount due on such mortgage loan at its stated maturity.  

BOOK-ENTRY CERTIFICATES       means the LIBOR Certificates, other than any Definitive   
                              Certificates.                                             

BSFP                          means Bear Stearns Financial Products Inc.                

BUSINESS DAY                  means any day other than (i) a Saturday or Sunday or (ii) 
                              a day on which banking institutions in the State of       
                              Illinois, State of Pennsylvania or the City of New York,  
                              New York are authorized or obligated by law or executive  
                              order to be closed.                                       

CAP CONTRACT                  means the confirmation and the master agreement           
                              incorporated therein, as well as the schedule thereto and 
                              the related credit support annex, between the Cap Contract
                              Counterparty and the Supplemental Interest                

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                                                        [Enlarge/Download Table]
                                                                                                 
                                       Trust Trustee on behalf of the Supplemental Interest      
                                       Trust.                                                    

CAP CONTRACT COUNTERPARTY              means BSFP, or a successor thereto.                       

CAP CONTRACT NOTIONAL BALANCE          means the notional balance of the Cap Contract as set     
                                       forth in the Cap Contract Notional Balance Table on page  
                                       S-72.                                                     

CAP PAYMENTS                           means, for each Distribution Date, the cap payment that   
                                       the Cap Contract Counterparty is obligated to pay to the  
                                       Supplemental Interest Trust, if Derivative LIBOR is       
                                       greater than 5.322%.                                      

CERTIFICATE ACCOUNT                    means the one or more accounts established by the Trustee,
                                       for the benefit of the certificateholders, into which the 
                                       Trustee is required to deposit or cause to be deposited   
                                       certain payments received from the Servicer as described  
                                       herein.                                                   

CERTIFICATE OWNERS                     means persons acquiring beneficial ownership interests in 
                                       the LIBOR Certificates.                                   

CERTIFICATE PRINCIPAL BALANCE          means, with respect to (A) any class of LIBOR Certificates
                                       and as of any Distribution Date, the outstanding principal
                                       balance of such class on the date of the initial issuance 
                                       of the certificates as reduced, but not below zero, by (i)
                                       all amounts distributed on previous Distribution Dates on 
                                       such class on account of principal; and (ii) such class's 
                                       share of any Applied Realized Loss Amounts for previous   
                                       Distribution Dates. Notwithstanding the foregoing, on any 
                                       Distribution Date relating to the preceding calendar month
                                       in which a Subsequent Recovery has been received by the   
                                       Servicer, the Certificate Principal Balance of any class  
                                       of Subordinate Certificates then outstanding for which any
                                       Applied Realized Loss Amount has been allocated will be   
                                       increased, in order of seniority, by an amount equal to   
                                       the lesser of (I) the Unpaid Realized Loss Amount for such
                                       class of certificates and (II) the total of any Subsequent
                                       Recovery distributed on such date to the                  
                                       certificateholders (reduced by the amount of the increase 
                                       in the Certificate Principal Balance of any more senior   
                                       class of certificates pursuant to this sentence on such   
                                       Distribution Date); and (B) the Class C Certificates and  
                                       as of any Distribution Date, the overcollateralization    
                                       amount as of such Distribution Date.                      

CLASS A CERTIFICATES                   means the Class A-1, Class A-2 and Class R Certificates.  

CLASS A PRINCIPAL DISTRIBUTION AMOUNT  means (1) with respect to any Distribution Date prior to  
                                       the related Stepdown Date or as to which a Stepdown       

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                                      Trigger Event exists, 100% of the Principal Distribution  
                                      Amount for such Distribution Date and (2) with respect to 
                                      any Distribution Date on or after the Stepdown Date and as
                                      to which a Stepdown Trigger Event does not exist, the     
                                      excess of (A) the Certificate Principal Balance of the    
                                      Class A Certificates immediately prior to such            
                                      Distribution Date over (B) the lesser of (1) approximately
                                      66.90% of the aggregate Stated Principal Balance of the   
                                      Mortgage Loans as of such Distribution Date and (2) the   
                                      excess of the aggregate Stated Principal Balance of the   
                                      Mortgage Loans as of such Distribution Date over          
                                      approximately $11,172,636; provided, however, that in no  
                                      event will the Class A Principal Distribution Amount with 
                                      respect to any Distribution Date exceed the aggregate     
                                      Certificate Principal Balance of the Class A Certificates.

CLASS A-1 AVAILABLE FUNDS CAP         means, with respect to a Distribution Date, the per annum 
                                      rate equal to the product of (i) 12, (ii) the quotient of 
                                      (x) the total scheduled interest on the Group One Mortgage
                                      Loans based on the Net Mortgage Rates in effect on the    
                                      related Due Date, less the pro rata portion (calculated   
                                      based on the ratio of the Group One Mortgage Loans to the 
                                      total pool of Mortgage Loans) allocable to the Group One  
                                      Mortgage Loans of any Net Swap Payments or Swap           
                                      Termination Payments (other than Defaulted Swap           
                                      Termination Payments) owed to the Swap Counterparty for   
                                      such Distribution Date, and (y) the aggregate Stated      
                                      Principal Balance of the Group One Mortgage Loans as of   
                                      the first day of the related Accrual Period and (iii) a   
                                      fraction, the numerator of which is 30 and the denominator
                                      of which is the actual number of days in the related      
                                      Accrual Period. The Class A-1 Available Funds Cap shall be
                                      related to the Class A-1 and Class R Certificates.        

CLASS A-1 CORRIDOR CONTRACT           means a confirmation and agreement, including the schedule
                                      thereto and the related credit support annex, between the 
                                      Trustee, on behalf of the Issuing Entity, and the Cap     
                                      Contract Counterparty for the benefit of the Class A-1 and
                                      Class R Certificates.                                     

CLASS A-1 CORRIDOR CONTRACT NOTIONAL                                                            
BALANCE                               means, as of any Distribution Date, the notional balance  
                                      of the Class A-1 Corridor Contract set forth in the table 
                                      on page S-69.                                             

CLASS A-1 CERTIFICATE                 means any certificate designated as a "Class A-1          
                                      Certificate" on the face thereof and representing the     
                                      right to distributions as set forth herein and in the     
                                      Pooling and Servicing Agreement.                          

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CLASS A-1 LOWER COLLAR         means, with respect to each Distribution Date, the        
                               applicable per annum rate set forth under the heading "1  
                               ML Strike Lower Collar" in the Class A-1 Derivative LIBOR 
                               Corridor Table on page S-69.                              

CLASS A-1 MAXIMUM RATE CAP     means, with respect to a Distribution Date, the per annum 
                               rate equal to the product of (i) 12, (ii) the quotient of 
                               (x) the total scheduled interest that would have been due 
                               on the Group One Mortgage Loans had the Adjustable Rate   
                               Mortgage Loans provided for interest at their maximum     
                               lifetime Net Mortgage Rates and the Fixed Rate Mortgage   
                               Loans provided for interest at their Net Mortgage Rates   
                               less the pro rata portion (calculated based on the ratio  
                               of the Group One Mortgage Loans to the total pool of      
                               Mortgage Loans) allocable to the Group One Mortgage Loans 
                               of any Net Swap Payments or Swap Termination Payments owed
                               to the Swap Counterparty for such Distribution Date (other
                               than Defaulted Swap Termination Payments), and (y) the    
                               aggregate Stated Principal Balance of the Group One       
                               Mortgage Loans as of the first day of the related Accrual 
                               Period and (iii) a fraction, the numerator of which is 30 
                               and the denominator of which is the actual number of days 
                               in the related Accrual Period. The Class A-1 Maximum Rate 
                               Cap shall be related to the Class A-1 and the Class R     
                               Certificates.                                             

CLASS A-1 UPPER COLLAR         means, with respect to each Distribution Date, the        
                               applicable per annum rate set forth under the heading "1ML
                               Strike Upper Collar" in the Class A-1 Derivative LIBOR    
                               Corridor Table on page S-69.                              

CLASS A-2 AVAILABLE FUNDS CAP  means, with respect to a Distribution Date, the per annum 
                               rate equal to the product of (i) 12, (ii) the quotient of 
                               (x) the total scheduled interest on the Group Two Mortgage
                               Loans based on the Net Mortgage Rates in effect on the    
                               related Due Date, less the pro rata portion (calculated   
                               based on the ratio of the Group Two Mortgage Loans to the 
                               total pool of Mortgage Loans) allocable to the Group Two  
                               Mortgage Loans of any Net Swap Payments or Swap           
                               Termination Payments (other than Defaulted Swap           
                               Termination Payments) owed to the Swap Counterparty for   
                               such Distribution Date, and (y) the aggregate Stated      
                               Principal Balance of the Group Two Mortgage Loans as of   
                               the first day of the related Accrual Period and (iii) a   
                               fraction, the numerator of which is 30 and the denominator
                               of which is the actual number of days in the related      
                               Accrual Period. The Class A-2 Available Funds Cap shall be
                               related to the Class A-2A, Class A-2B, Class A-2C and     
                               Class A-2D Certificates.                                  

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CLASS A-2 CORRIDOR CONTRACT           means a confirmation and agreement, including the schedule
                                      thereto and the related credit support annex, between the 
                                      Trustee, on behalf of the Issuing Entity, and the Cap     
                                      Contract Counterparty for the benefit of the Class A-2    
                                      Certificates.                                             

CLASS A-2 CORRIDOR CONTRACT NOTIONAL                                                            
BALANCE                               means, as of any Distribution Date, the notional balance  
                                      of the Class A-2 Corridor Contract set forth in the table 
                                      on page S-70.                                             

CLASS A-2 CERTIFICATES                means the Class A-2A, Class A-2B, Class A-2C and Class    
                                      A-2D Certificates.                                        

CLASS A-2 LOWER COLLAR                means, with respect to each Distribution Date, the        
                                      applicable per annum rate set forth under the heading "1ML
                                      Strike Lower Collar" in the Class A-2 Derivative LIBOR    
                                      Corridor Table on page S-70.                              

CLASS A-2 MAXIMUM RATE CAP            means, with respect to a Distribution Date, the per annum 
                                      rate equal to the product of (i) 12, (ii) the quotient of 
                                      (x) the total scheduled interest that would have been due 
                                      on the Group Two Mortgage Loans had the Adjustable Rate   
                                      Mortgage Loans provided for interest at their maximum     
                                      lifetime Net Mortgage Rates and the Fixed Rate Mortgage   
                                      Loans provided for interest at their Net Mortgage Rates   
                                      less the pro rata portion (calculated based on the ratio  
                                      of the Group Two Mortgage Loans to the total pool of      
                                      Mortgage Loans) allocable to the Group Two Mortgage Loans 
                                      of any Net Swap Payments or Swap Termination Payments owed
                                      to the Swap Counterparty for such Distribution Date (other
                                      than Defaulted Swap Termination Payments), and (y) the    
                                      aggregate Stated Principal Balance of the Group Two       
                                      Mortgage Loans as of the first day of the related Accrual 
                                      Period and (iii) a fraction, the numerator of which is 30 
                                      and the denominator of which is the actual number of days 
                                      in the related Accrual Period. The Class A-2 Maximum Rate 
                                      Cap shall be related to the Class A-2A, Class A-2B, Class 
                                      A-2C and Class A-2D Certificates.                         

CLASS A-2 UPPER COLLAR                means, with respect to each Distribution Date, the        
                                      applicable per annum rate set forth under the heading "1ML
                                      Strike Upper Collar" in the Class A-2 Derivative LIBOR    
                                      Corridor Table on page S-70.                              

CLASS A-2A CERTIFICATE                means any certificate designated as a "Class A-2A         
                                      Certificate" on the face thereof, substantially in the    
                                      form exhibited in the Pooling and Servicing Agreement, and
                                      representing the right to distributions as set forth      
                                      herein and in the Pooling and Servicing Agreement.        

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CLASS A-2B CERTIFICATE                   means any certificate designated as a "Class A-2B         
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS A-2C CERTIFICATE                   means any certificate designated as a "Class A-2C         
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS A-2D CERTIFICATE                   means any certificate designated as a "Class A-2D         
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS B CERTIFICATES                     means the Class B-1, Class B-2 and Class B-3 Certificates.

CLASS B-1 CERTIFICATE                    means any certificate designated as a "Class B-1          
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS B-1 PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to any Distribution Date on or after  
                                         the Stepdown Date, 100% of the Principal Distribution     
                                         Amount if the aggregate Certificate Principal Balance of  
                                         the Class A and Class M Certificates has been reduced to  
                                         zero and a Stepdown Trigger Event exists, or, as long as a
                                         Stepdown Trigger Event does not exist, the excess of (1)  
                                         the sum of (A) the Certificate Principal Balance of the   
                                         Class A Certificates (after taking into account           
                                         distributions of the Class A Principal Distribution Amount
                                         to the Class A Certificates for such Distribution Date),  
                                         (B) the Certificate Principal Balance of the Class M-1    
                                         Certificates, Class M-2 Certificates and Class M-3        
                                         Certificates (after taking into account distributions of  
                                         the Class M-1/M-2/M-3 Principal Distribution Amount to the
                                         Class M-1 Certificates, Class M-2 Certificates and Class  
                                         M-3 Certificates for such Distribution Date), (C) the     
                                         Certificate Principal Balance of the Class M-4            
                                         Certificates (after taking into account distributions of  
                                         the Class M-4 Principal Distribution Amount to the Class  
                                         M-4 Certificates for such Distribution Date), (D) the     
                                         Certificate Principal Balance of the Class M-5            
                                         Certificates (after taking into account distributions of  
                                         the Class M-5 Principal Distribution Amount to the Class  
                                         M-5 Certificates for such Distribution Date), (E) the     
                                         Certificate Principal Balance of the Class M-6            

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                                         Certificates (after taking into account distributions of  
                                         the Class M-6 Principal Distribution Amount to the Class  
                                         M-6 Certificates for such Distribution Date) and (F) the  
                                         Certificate Principal Balance of the Class B-1            
                                         Certificates immediately prior to such Distribution Date  
                                         over (2) the lesser of (A) approximately 92.10% of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date and (B) the excess of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date over approximately           
                                         $11,172,636. Notwithstanding the above, (1) on any        
                                         Distribution Date prior to the Stepdown Date on which the 
                                         aggregate Certificate Principal Balance of the Class A and
                                         Class M Certificates has been reduced to zero, the Class  
                                         B-1 Principal Distribution Amount will equal the lesser of
                                         (A) the outstanding Certificate Principal Balance of the  
                                         Class B-1 Certificates and (B) 100% of the Principal      
                                         Distribution Amount remaining after any distributions on  
                                         the Class A and Class M Certificates and (2) in no event  
                                         will the Class B-1 Principal Distribution Amount with     
                                         respect to any Distribution Date exceed the Certificate   
                                         Principal Balance of the Class B-1 Certificates.          

CLASS B-2 CERTIFICATE                    means any certificate designated as a "Class B-2          
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS B-2 PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to any Distribution Date on or after  
                                         the Stepdown Date, 100% of the Principal Distribution     
                                         Amount if the aggregate Certificate Principal Balance of  
                                         the Class A, Class M and Class B-1 Certificates has been  
                                         reduced to zero and a Stepdown Trigger Event exists, or,  
                                         as long as a Stepdown Trigger Event does not exist, the   
                                         excess of (1) the sum of (A) the Certificate Principal    
                                         Balance of the Class A Certificates (after taking into    
                                         account distributions of the Class A Principal            
                                         Distribution Amount to the Class A Certificates for such  
                                         Distribution Date), (B) the Certificate Principal Balance 
                                         of the Class M-1 Certificates, Class M-2 Certificates and 
                                         Class M-3 Certificates (after taking into account         
                                         distributions of the Class M-1/M-2/M-3 Principal          
                                         Distribution Amount to the Class M-1 Certificates, Class  
                                         M-2 Certificates and Class M-3 Certificates for such      
                                         Distribution Date), (C) the Certificate Principal Balance 
                                         of the Class M-4 Certificates (after taking into account  
                                         distributions of the Class M-4 Principal Distribution     
                                         Amount to the Class M-4 Certificates for such Distribution
                                         Date), (D) the Certificate Principal Balance of the Class 
                                         M-5 Certificates (after taking into account               

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                                         distributions of the Class M-5 Principal Distribution     
                                         Amount to the Class M-5 Certificates for such Distribution
                                         Date), (E) the Certificate Principal Balance of the Class 
                                         M-6 Certificates (after taking into account distributions 
                                         of the Class M-6 Principal Distribution Amount to the     
                                         Class M-6 Certificates for such Distribution Date), (F)   
                                         the Certificate Principal Balance of the Class B-1        
                                         Certificates (after taking into account distributions of  
                                         the Class B-1 Principal Distribution Amount to the Class  
                                         B-1 Certificates for such Distribution Date) and (G) the  
                                         Certificate Principal Balance of the Class B-2            
                                         Certificates immediately prior to such Distribution Date  
                                         over (2) the lesser of (A) approximately 93.20% of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date and (B) the excess of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date over approximately           
                                         $11,172,636. Notwithstanding the above, (1) on any        
                                         Distribution Date prior to the Stepdown Date on which the 
                                         aggregate Certificate Principal Balance of the Class A,   
                                         Class M and Class B-1 Certificates has been reduced to    
                                         zero, the Class B-2 Principal Distribution Amount will    
                                         equal the lesser of (A) the outstanding Certificate       
                                         Principal Balance of the Class B-2 Certificates and (B)   
                                         100% of the Principal Distribution Amount remaining after 
                                         any distributions on the Class A, Class M and Class B-1   
                                         Certificates and (2) in no event will the Class B-2       
                                         Principal Distribution Amount with respect to any         
                                         Distribution Date exceed the Certificate Principal Balance
                                         of the Class B-2 Certificates.                            

CLASS B-3 CERTIFICATE                    means any certificate designated as a "Class B-3          
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS B-3 PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to any Distribution Date on or after  
                                         the Stepdown Date, 100% of the Principal Distribution     
                                         Amount if the aggregate Certificate Principal Balance of  
                                         the Class A, Class M, Class B-1 and Class B-2 Certificates
                                         has been reduced to zero and a Stepdown Trigger Event     
                                         exists, or, as long as a Stepdown Trigger Event does not  
                                         exist, the excess of (1) the sum of (A) the Certificate   
                                         Principal Balance of the Class A Certificates (after      
                                         taking into account distributions of the Class A Principal
                                         Distribution Amount to the Class A Certificates for such  
                                         Distribution Date), (B) the Certificate Principal Balance 
                                         of the Class M-1 Certificates, Class M-2 Certificates and 
                                         Class M-3 Certificates (after taking into account         
                                         distributions of the                                      

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                     Class M-1/M-2/M-3 Principal Distribution Amount to the    
                     Class M-1 Certificates, Class M-2 Certificates and Class  
                     M-3 Certificates for such Distribution Date), (C) the     
                     Certificate Principal Balance of the Class M-4            
                     Certificates (after taking into account distributions of  
                     the Class M-4 Principal Distribution Amount to the Class  
                     M-4 Certificates for such Distribution Date), (D) the     
                     Certificate Principal Balance of the Class M-5            
                     Certificates (after taking into account distributions of  
                     the Class M-5 Principal Distribution Amount to the Class  
                     M-5 Certificates for such Distribution Date), (E) the     
                     Certificate Principal Balance of the Class M-6            
                     Certificates (after taking into account distributions of  
                     the Class M-6 Principal Distribution Amount to the Class  
                     M-6 Certificates for such Distribution Date), (F) the     
                     Certificate Principal Balance of the Class B-1            
                     Certificates (after taking into account distributions of  
                     the Class B-1 Principal Distribution Amount to the Class  
                     B-1 Certificates for such Distribution Date), (G) the     
                     Certificate Principal Balance of the Class B-2            
                     Certificates (after taking into account distributions of  
                     the Class B-2 Principal Distribution Amount to the Class  
                     B-2 Certificates for such Distribution Date) and (H) the  
                     Certificate Principal Balance of the Class B-3            
                     Certificates immediately prior to such Distribution Date  
                     over (2) the lesser of (A) approximately 95.60% of the    
                     aggregate Stated Principal Balance of the Mortgage Loans  
                     as of such Distribution Date and (B) the excess of the    
                     aggregate Stated Principal Balance of the Mortgage Loans  
                     as of such Distribution Date over approximately           
                     $11,172,636. Notwithstanding the above, (1) on any        
                     Distribution Date prior to the Stepdown Date on which the 
                     aggregate Certificate Principal Balance of the Class A,   
                     Class M, Class B-1 and Class B-2 Certificates has been    
                     reduced to zero, the Class B-3 Principal Distribution     
                     Amount will equal the lesser of (A) the outstanding       
                     Certificate Principal Balance of the Class B-3            
                     Certificates and (B) 100% of the Principal Distribution   
                     Amount remaining after any distributions on the Class A,  
                     Class M, Class B-1 and Class B-2 Certificates and (2) in  
                     no event will the Class B-3 Principal Distribution Amount 
                     with respect to any Distribution Date exceed the          
                     Certificate Principal Balance of the Class B-3            
                     Certificates.                                             

CLASS C CERTIFICATE  means any certificate, which is not being offered in this 
                     prospectus supplement, designated as a "Class C           
                     Certificate" on the face thereof, substantially in the    
                     form exhibited in the Pooling and Servicing Agreement, and
                     representing the right to distributions as set forth      
                     herein and in the Pooling and Servicing Agreement.        

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CLASS M CERTIFICATES         means the Class M-1, Class M-2, Class M-3, Class M-4,     
                             Class M-5 and Class M-6 Certificates.                     

CLASS M-1 CERTIFICATE        means any certificate designated as a "Class M-1          
                             Certificate" on the face thereof, substantially in the    
                             form exhibited in the Pooling and Servicing Agreement, and
                             representing the right to distributions as set forth      
                             herein and in the Pooling and Servicing Agreement.        

CLASS M-1/M-2/M-3 PRINCIPAL                                                            
DISTRIBUTION AMOUNT          means, with respect to any Distribution Date on or after  
                             the Stepdown Date, 100% of the Principal Distribution     
                             Amount if the aggregate Certificate Principal Balance of  
                             the Class A Certificates has been reduced to zero and a   
                             Stepdown Trigger Event exists, or, as long as a Stepdown  
                             Trigger Event does not exist, the excess of (1) the sum of
                             (A) the aggregate Certificate Principal Balance of the    
                             Class A Certificates (after taking into account           
                             distributions of the Class A Principal Distribution Amount
                             to the Class A Certificates for such Distribution Date)   
                             and (B) the Certificate Principal Balance of the Class M-1
                             Certificates, Class M-2 Certificates and Class M-3        
                             Certificates immediately prior to such Distribution Date  
                             over (2) the lesser of (A) approximately 82.50% of the    
                             aggregate Stated Principal Balance of the Mortgage Loans  
                             as of such Distribution Date and (B) the excess of the    
                             aggregate Stated Principal Balance of the Mortgage Loans  
                             as of such Distribution Date over approximately           
                             $11,172,636. Notwithstanding the above, (1) on any        
                             Distribution Date prior to the Stepdown Date on which the 
                             aggregate Certificate Principal Balance of the Class A    
                             Certificates has been reduced to zero, the Class          
                             M-1/M-2/M-3 Principal Distribution Amount will equal the  
                             lesser of (A) the outstanding Certificate Principal       
                             Balance of the Class M-1 Certificates, Class M-2          
                             Certificates and Class M-3 Certificates and (B) 100% of   
                             the Principal Distribution Amount remaining after any     
                             distributions on the Class A Certificates and (2) in no   
                             event will the Class M-1/M-2/M-3 Principal Distribution   
                             Amount with respect to any Distribution Date exceed the   
                             Certificate Principal Balance of the Class M-1, Class M-2 
                             and Class M-3 Certificates.                               

CLASS M-2 CERTIFICATE        means any certificate designated as a "Class M-2          
                             Certificate" on the face thereof, substantially in the    
                             form exhibited in the Pooling and Servicing Agreement, and
                             representing the right to distributions as set forth      
                             herein and in the Pooling and Servicing Agreement.        

CLASS M-3 CERTIFICATE        means any certificate designated as a "Class M-3          
                             Certificate" on the face thereof, substantially in the    
                             form                                                      

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                                         exhibited in the Pooling and Servicing Agreement, and     
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS M-4 CERTIFICATE                    means any certificate designated as a "Class M-4          
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to any Distribution Date on or after  
                                         the Stepdown Date, 100% of the Principal Distribution     
                                         Amount if the Certificate Principal Balance of each class 
                                         of Class A, Class M-1, Class M-2 and Class M-3            
                                         Certificates has been reduced to zero and a Stepdown      
                                         Trigger Event exists, or, as long as a Stepdown Trigger   
                                         Event does not exist, the excess of (1) the sum of (A) the
                                         aggregate Certificate Principal Balance of the Class A    
                                         Certificates (after taking into account distributions of  
                                         the Class A Principal Distribution Amount to the Class A  
                                         Certificates for such Distribution Date), (B) the         
                                         Certificate Principal Balance of the Class M-1            
                                         Certificates, Class M-2 Certificates and Class M-3        
                                         Certificates (after taking into account distributions of  
                                         the Class M-1/M-2/M-3 Principal Distribution Amount to the
                                         Class M-1 Certificates, Class M-2 Certificates and Class  
                                         M-3 Certificates for such Distribution Date) and (C) the  
                                         Certificate Principal Balance of the Class M-4            
                                         Certificates immediately prior to such Distribution Date  
                                         over (2) the lesser of (A) approximately 85.40% of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date and (B) the excess of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date over approximately           
                                         $11,172,636. Notwithstanding the above, (1) on any        
                                         Distribution Date prior to the Stepdown Date on which the 
                                         aggregate Certificate Principal Balance of the Class A,   
                                         Class M-1, Class M-2 and Class M-3 Certificates has been  
                                         reduced to zero, the Class M-4 Principal Distribution     
                                         Amount will equal the lesser of (A) the outstanding       
                                         Certificate Principal Balance of the Class M-4            
                                         Certificates and (B) 100% of the Principal Distribution   
                                         Amount remaining after any distributions on the Class A,  
                                         Class M-1, Class M-2 and Class M-3 Certificates and (2) in
                                         no event will the Class M-4 Principal Distribution Amount 
                                         with respect to any Distribution Date exceed the          
                                         Certificate Principal Balance of the Class M-4            
                                         Certificates.                                             

CLASS M-5 CERTIFICATE                    means any certificate designated as a "Class M-5          
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and

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                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to any Distribution Date on or after  
                                         the Stepdown Date, 100% of the Principal Distribution     
                                         Amount if the Certificate Principal Balance of each class 
                                         of Class A, Class M-1, Class M-2, Class M-3 and Class M-4 
                                         Certificates has been reduced to zero and a Stepdown      
                                         Trigger Event exists, or, as long as a Stepdown Trigger   
                                         Event does not exist, the excess of (1) the sum of (A) the
                                         aggregate Certificate Principal Balance of the Class A    
                                         Certificates (after taking into account distributions of  
                                         the Class A Principal Distribution Amount to the Class A  
                                         Certificates for such Distribution Date), (B) the         
                                         Certificate Principal Balance of the Class M-1            
                                         Certificates, Class M-2 Certificates and Class M-3        
                                         Certificates (after taking into account distributions of  
                                         the Class M-1/M-2/M-3 Principal Distribution Amount to the
                                         Class M-1 Certificates, Class M-2 Certificates and Class  
                                         M-3 Certificates for such Distribution Date), (C) the     
                                         Certificate Principal Balance of the Class M-4            
                                         Certificates (after taking into account distributions of  
                                         the Class M-4 Principal Distribution Amount to the Class  
                                         M-4 Certificates for such Distribution Date) and (D) the  
                                         Certificate Principal Balance of the Class M-5            
                                         Certificates immediately prior to such Distribution Date  
                                         over (2) the lesser of (A) approximately 88.20% of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date and (B) the excess of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date over approximately           
                                         $11,172,636. Notwithstanding the above, (1) on any        
                                         Distribution Date prior to the Stepdown Date on which the 
                                         aggregate Certificate Principal Balance of the Class A,   
                                         Class M-1, Class M-2, Class M-3 and Class M-4 Certificates
                                         has been reduced to zero, the Class M-5 Principal         
                                         Distribution Amount will equal the lesser of (A) the      
                                         outstanding Certificate Principal Balance of the Class M-5
                                         Certificates and (B) 100% of the Principal Distribution   
                                         Amount remaining after any distributions on the Class A,  
                                         Class M-1, Class M-2, Class M-3 and Class M-4 Certificates
                                         and (2) in no event will the Class M-5 Principal          
                                         Distribution Amount with respect to any Distribution Date 
                                         exceed the Certificate Principal Balance of the Class M-5 
                                         Certificates.                                             

CLASS M-6 CERTIFICATE                    means any certificate designated as a "Class M-6          
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and
                                         representing the right to distributions as set forth      
                                         herein and in the Pooling and Servicing Agreement.        

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CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to any Distribution Date on or after  
                                         the Stepdown Date, 100% of the Principal Distribution     
                                         Amount if the Certificate Principal Balance of each class 
                                         of Class A, Class M-1, Class M-2, Class M-3, Class M-4 and
                                         Class M-5 Certificates has been reduced to zero and a     
                                         Stepdown Trigger Event exists, or, as long as a Stepdown  
                                         Trigger Event does not exist, the excess of (1) the sum of
                                         (A) the aggregate Certificate Principal Balance of the    
                                         Class A Certificates (after taking into account           
                                         distributions of the Class A Principal Distribution Amount
                                         to the Class A Certificates for such Distribution Date),  
                                         (B) the Certificate Principal Balance of the Class M-1    
                                         Certificates, Class M-2 Certificates and Class M-3        
                                         Certificates (after taking into account distributions of  
                                         the Class M-1/M-2/M-3 Principal Distribution Amount to the
                                         Class M-1 Certificates, Class M-2 Certificates and Class  
                                         M-3 Certificates for such Distribution Date), (C) the     
                                         Certificate Principal Balance of the Class M-4            
                                         Certificates (after taking into account distributions of  
                                         the Class M-4 Principal Distribution Amount to the Class  
                                         M-4 Certificates for such Distribution Date), (D) the     
                                         Certificate Principal Balance of the Class M-5            
                                         Certificates (after taking into account distributions of  
                                         the Class M-5 Principal Distribution Amount to the Class  
                                         M-5 Certificates for such Distribution Date) and (E) the  
                                         Certificate Principal Balance of the Class M-6            
                                         Certificates immediately prior to such Distribution Date  
                                         over (2) the lesser of (A) approximately 90.10% of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date and (B) the excess of the    
                                         aggregate Stated Principal Balance of the Mortgage Loans  
                                         as of such Distribution Date over approximately           
                                         $11,172,636. Notwithstanding the above, (1) on any        
                                         Distribution Date prior to the Stepdown Date on which the 
                                         aggregate Certificate Principal Balance of the Class A,   
                                         Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5  
                                         Certificates has been reduced to zero, the Class M-6      
                                         Principal Distribution Amount will equal the lesser of (A)
                                         the outstanding Certificate Principal Balance of the Class
                                         M-6 Certificates and (B) 100% of the Principal            
                                         Distribution Amount remaining after any distributions on  
                                         the Class A, Class M-1, Class M-2, Class M-3, Class M-4   
                                         and Class M-5 Certificates and (2) in no event will the   
                                         Class M-6 Principal Distribution Amount with respect to   
                                         any Distribution Date exceed the Certificate Principal    
                                         Balance of the Class M-6 Certificates.                    

CLASS P CERTIFICATE                      means any certificate, which is not being offered in this 
                                         prospectus supplement, designated as a "Class P           
                                         Certificate" on the face thereof, substantially in the    
                                         form exhibited in the Pooling and Servicing Agreement, and

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                        representing the right to distributions as set forth      
                        herein and in the Pooling and Servicing Agreement.        

CLASS R CERTIFICATE     means any certificate designated as a "Class R            
                        Certificate" on the face thereof, substantially in the    
                        form exhibited in the Pooling and Servicing Agreement, and
                        representing the right to distributions as set forth      
                        herein and in the Pooling and Servicing Agreement.        

CLEARSTREAM LUXEMBOURG  means Clearstream Banking, societe anonyme.               

CLOSING DATE            means on or about March 27, 2007.                         

CODE                    means the Internal Revenue Code of 1986, as amended.      

COLLATERAL VALUE        means, with respect to a Mortgage Loan the proceeds of    
                        which were used to purchase the related mortgaged         
                        property, the lesser of (x) the appraised value of such   
                        mortgaged property based on an appraisal made for the     
                        originator by an independent fee appraiser at the time of 
                        the origination of the related Mortgage Loan and (y) the  
                        sales price of such mortgaged property at such time of    
                        origination and means, with respect to a Mortgage Loan the
                        proceeds of which were used to refinance an existing      
                        Mortgage Loan, the appraised value of the mortgaged       
                        property based upon the appraisal obtained at the time of 
                        refinancing.                                              

COLLECTION ACCOUNT      means the one or more accounts established by the         
                        Servicer, for the benefit of the certificateholders, into 
                        which the Servicer is required to deposit or cause to be  
                        deposited certain payments described in the Pooling and   
                        Servicing Agreement.                                      

COMPENSATING INTEREST   means, for any Distribution Date, the amount of the       
                        Servicing Fee otherwise payable to the Servicer for the   
                        related month, which the Servicer is obligated to deposit 
                        into the Collection Account for distribution to           
                        certificateholders on that Distribution Date, in an amount
                        up to the amount of any shortfall in interest payments    
                        resulting from Principal Prepayments in full received     
                        during the period from and including the 15th day of the  
                        month preceding the Distribution Date through and         
                        including the last day of the month preceding the         
                        Distribution Date with respect to Mortgage Loans serviced 
                        by the Servicer; provided that any such deposit in        
                        reduction of the Servicing Fee otherwise payable to the   
                        Servicer with respect to that Distribution Date will be   
                        limited to the product of (1) one-twelfth of 0.25% per    
                        annum and (2) the aggregate Stated Principal Balance of   
                        the Mortgage Loans on the related Distribution Date.      

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CPR OR CONSTANT PREPAYMENT RATE     means a prepayment assumption which represents a constant 
                                    assumed rate of prepayment each month relative to the then
                                    outstanding principal balance of a pool of mortgage loans 
                                    for the life of such mortgage loans. For example, 28% CPR 
                                    assumes a constant prepayment rate of 28% per annum.      

CO-OP LOAN                          means a Mortgage Loan secured by the stock allocated to a 
                                    cooperative unit in a residential cooperative housing     
                                    corporation.                                              

CORRIDOR CONTRACT                   means any of the Class A-1 Corridor Contract, the Class   
                                    A-2 Corridor Contract or the Subordinate Certificate      
                                    Corridor Contract.                                        

CORRIDOR CONTRACT ACCOUNT           means the separate account into which payments received on
                                    the Corridor Contracts will be deposited.                 

CORRIDOR CONTRACT NOTIONAL BALANCE  means any of the Class A-1 Corridor Contract Notional     
                                    Balance, the Class A-2 Corridor Contract Notional Balance 
                                    or the Subordinate Certificate Corridor Contract Notional 
                                    Balance.                                                  

CORRIDOR CONTRACT TERMINATION DATE  means the Distribution Date in September 2007.            

CREDIT SCORES                       means statistical credit scores obtained by many mortgage 
                                    lenders in connection with a loan application. The credit 
                                    score used for purposes of this prospectus supplement is  
                                    the FICO Score.                                           

CURRENT INTEREST                    means, with respect to each class of the LIBOR            
                                    Certificates and each Distribution Date, the interest     
                                    accrued at the applicable Pass-Through Rate for the       
                                    applicable Accrual Period on the Certificate Principal    
                                    Balance of such class as of such Distribution Date plus   
                                    any amount previously distributed with respect to Current 
                                    Interest or Interest Carry Forward Amounts for such class 
                                    that is recovered as a voidable preference by a trustee in
                                    bankruptcy less any Prepayment Interest Shortfalls        
                                    allocated to such class on such Distribution Date.        

CUT-OFF DATE                        means March 1, 2007.                                      

DEFAULTED SWAP TERMINATION PAYMENT  means any payment required to be made by the Supplemental 
                                    Interest Trust to the Swap Counterparty pursuant to the   
                                    Swap Agreement as a result of an event of default under   
                                    the Swap Agreement with respect to which the Swap         
                                    Counterparty is the defaulting party or a termination     
                                    event under that agreement (other than illegality or a tax
                                    event) with respect to which the Swap                     

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                        Counterparty is the sole Affected Party (as determined    
                        under the Swap Agreement).                                

DEFINITIVE CERTIFICATE  means a physical certificate representing a LIBOR         
                        Certificate. On the Closing Date, the Class R Certificate 
                        will be a Definitive Certificate.                         

DEPOSITOR               means Merrill Lynch Mortgage Investors, Inc.              

DERIVATIVE LIBOR        means the London interbank offered rate for one-month     
                        United States dollar deposits as determined in accordance 
                        with the Corridor Contracts, Cap Contract and Swap        
                        Agreement, as applicable.                                 

DESIGNATED TRANSACTION  means a transaction in which the assets underlying the    
                        certificates consist of single-family residential,        
                        multi-family residential, home equity, manufactured       
                        housing and/or commercial mortgage obligations that are   
                        secured by single-family residential, multi-family        
                        residential, commercial real property or leasehold        
                        interests therein.                                        

DETERMINATION DATE      means, with respect to a Distribution Date, the 15th day  
                        of the month of such Distribution Date (or, if not a      
                        Business Day, the immediately preceding Business Day).    

DISTRIBUTION DATE       means the 25th day of each month beginning in April 2007, 
                        or if such day is not a Business Day, the first Business  
                        Day thereafter.                                           

DTC                     means The Depository Trust Company.                       

DUE DATE                means a scheduled monthly payment date for any Mortgage   
                        Loan.                                                     

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

ERISA                   means the Employee Retirement Income Security Act of 1974,
                        as amended.                                               

EUROCLEAR               means the Euroclear System.                               

EUROCLEAR OPERATOR      means Euroclear Bank S.A./N.V., a bank incorporated under 
                        the laws of the Kingdom of Belgium.                       

EUROPEAN DEPOSITARIES   means Citibank, N.A., as depositary for Clearstream       
                        Luxembourg, and JPMorgan Chase Bank, as depositary for    
                        Euroclear, collectively.                                  

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EXEMPTION                               means PTE 90-29 (Exemption Application No. D-8012, 55 Fed.
                                        Reg. 21459 (1990)), as amended, granted by the U.S.       
                                        Department of Labor to Merrill Lynch and its affiliates,  
                                        or any substantially similar administrative exemption     
                                        granted by the U.S. Department of Labor to an underwriter 
                                        as amended.                                               

EXTRA PRINCIPAL DISTRIBUTION AMOUNT     means, with respect to any Distribution Date, (1) prior to
                                        the Stepdown Date, the excess of (A) the sum of (x) the   
                                        aggregate Certificate Principal Balance of the LIBOR      
                                        Certificates reduced by the Principal Funds with respect  
                                        to such Distribution Date and (y) approximately           
                                        $49,159,597 over (B) the aggregate Stated Principal       
                                        Balance of the Mortgage Loans and (2) on and after the    
                                        Stepdown Date, (A) the sum of (x) the aggregate           
                                        Certificate Principal Balance of the LIBOR Certificates   
                                        reduced by the Principal Funds with respect to such       
                                        Distribution Date and (y) the greater of (a) 4.40% of the 
                                        aggregate Stated Principal Balance of the Mortgage Loans  
                                        as of such Distribution Date and (b) approximately        
                                        $11,172,636 less (B) the aggregate Stated Principal       
                                        Balance of the Mortgage Loans; provided, however, that if 
                                        on any Distribution Date a Stepdown Trigger Event is in   
                                        effect, the Extra Principal Distribution Amount will not  
                                        be reduced to the applicable percentage of then current   
                                        Stated Principal Balance of the Mortgage Loans (and will  
                                        remain fixed at the applicable percentage of the Stated   
                                        Principal Balance of the Mortgage Loans as of the Due Date
                                        immediately prior to the Stepdown Trigger Event) until the
                                        next Distribution Date on which the Stepdown Trigger Event
                                        is not in effect.                                         

FANNIE MAE                              means Fannie Mae or any successor.                        

FICO SCORE                              means a statistical ranking of likely future credit       
                                        performance developed by Fair, Isaac & Company and the    
                                        three national credit repositories: Equifax, TransUnion   
                                        and First American (f/k/a Experian, which was f/k/a TRW). 

FIRST FRANKLIN FINANCIAL                means First Franklin Financial Corporation, a Delaware    
                                        corporation.                                              

FIRST FRANKLIN UNDERWRITING GUIDELINES  means the underwriting standards and guidelines           
                                        established by First Franklin Financial and further       
                                        described under the heading "Underwriting Guidelines."    

FINANCIAL INTERMEDIARY                  means a bank, brokerage firm, thrift institution or other 
                                        financial intermediary.                                   

FITCH                                   means Fitch, Inc. or any successor.                       

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FIXED RATE MORTGAGE LOAN             means a Mortgage Loan in the Trust Fund with a fixed      
                                     interest rate.                                            

FIXED SWAP PAYMENT                   means, for each Distribution Date, the product of (i) a   
                                     per annum rate for such Distribution Date as set forth    
                                     under the heading "Fixed Strike Rate" in the Swap         
                                     Agreement Notional Balance Table beginning on page S-73,  
                                     determined on the basis of a 360-day year consisting of   
                                     twelve 30-day months and (ii) the notional balance as set 
                                     forth under the heading "Notional Balance" for the related
                                     Distribution Date in the Swap Agreement Notional Balance  
                                     Table set forth in the table on page S-73.                

FLOATING RATE CERTIFICATE CARRYOVER  means, with respect to a Distribution Date, in the event  
                                     that the Pass-Through Rate for a class of LIBOR           
                                     Certificates is based upon the related Available Funds Cap
                                     or the related Maximum Rate Cap, the sum of (A) the excess
                                     of (1) the amount of interest that such class would have  
                                     been entitled to receive on such Distribution Date had the
                                     Pass-Through Rate for that class not been calculated based
                                     on the related Available Funds Cap or the related Maximum 
                                     Rate Cap, up to but not exceeding the greater of (a) the  
                                     related Maximum Rate Cap or (b) the sum of (i) the related
                                     Available Funds Cap and (ii) the product of (AA) a        
                                     fraction, the numerator of which is 360 and the           
                                     denominator of which is the actual number of days in the  
                                     related Accrual Period and (BB) the sum of (x) the        
                                     quotient of (I) an amount equal to the proceeds, if any,  
                                     payable under the related Corridor Contract with respect  
                                     to such Distribution Date and (II) the aggregate          
                                     Certificate Principal Balance of each of the Classes of   
                                     Certificates to which such Corridor Contract relates for  
                                     such Distribution Date and (y) the quotient obtained by   
                                     dividing (I) an amount equal to sum of (xx) any Net Swap  
                                     Payments owed by the Swap Counterparty for such           
                                     Distribution Date and (yy) any Cap Payment owed by the Cap
                                     Contract Counterparty for such Distribution Date and (II) 
                                     the aggregate Stated Principal Balance of the Mortgage    
                                     Loans as of the immediately preceding Distribution Date   
                                     over (2) the amount of interest such class was entitled to
                                     receive on such Distribution Date based on the related    
                                     Available Funds Cap; together with (B) the unpaid portion 
                                     of any such excess from prior Distribution Dates (and     
                                     interest accrued thereon at the then applicable           
                                     Pass-Through Rate for such class, without giving effect to
                                     the related Available Funds Cap or the related Maximum    
                                     Rate Cap) and (C) any amount previously distributed with  
                                     respect to Floating Rate Certificate Carryover for such   
                                     class that is recovered as a voidable preference by a     
                                     trustee in bankruptcy.                                    

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FLOATING SWAP PAYMENT                    means, for each Distribution Date, the product of (i)     
                                         Derivative LIBOR for such Distribution Date determined    
                                         based on a 360-day year and the actual number of days in  
                                         the Accrual Period and (ii) the notional balance as set   
                                         forth under the heading "Notional Balance" for the related
                                         Distribution Date in the Swap Agreement Notional Balance  
                                         Table beginning on page S-73.                             

FREDDIE MAC                              means the Federal Home Loan Mortgage Corporation or any   
                                         successor.                                                

GROSS MARGIN                             means a fixed percentage amount specified in the related  
                                         mortgage note.                                            

GROUP ONE                                means the portion of the mortgage pool identified as      
                                         "Group One" in this prospectus supplement.                

GROUP ONE PRINCIPAL DISTRIBUTION AMOUNT  means, as of any Distribution Date, the amount equal to   
                                         the lesser of (i) the aggregate Certificate Principal     
                                         Balance of the Class A-1 and Class R Certificates and (ii)
                                         the product of (x) the Group One Principal Distribution   
                                         Percentage and (y) the Class A Principal Distribution     
                                         Amount; provided, however, that (A) with respect to any   
                                         Distribution Date on which the Class A-1 and Class R      
                                         Certificates are outstanding and the Certificate Principal
                                         Balances of the Class A-2 Certificates is reduced to zero,
                                         the Group Two Principal Distribution Amount in excess of  
                                         the amount necessary to reduce the Certificate Principal  
                                         Balance of the Class A-2 Certificates to zero will be     
                                         applied to increase the Group One Principal Distribution  
                                         Amount and (B) with respect to any Distribution Date      
                                         thereafter, the Group One Principal Distribution Amount   
                                         will equal the Class A Principal Distribution Amount.     

GROUP ONE PRINCIPAL DISTRIBUTION                                                                   
PERCENTAGE                               means, with respect to any Distribution Date, a fraction  
                                         expressed as a percentage, the numerator of which is the  
                                         amount of Principal Funds received with respect to        
                                         Mortgage Loans in Group One and the denominator of which  
                                         is the amount of Principal Funds received from all of the 
                                         Mortgage Loans in the mortgage pool.                      

GROUP TWO                                means the portion of the mortgage pool identified as      
                                         "Group Two" in this prospectus supplement.                

GROUP TWO PRINCIPAL DISTRIBUTION AMOUNT  means, as of any Distribution Date, the amount equal to   
                                         the lesser of (i) the aggregate Certificate Principal     

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                                   Balance of the Class A-2 Certificates and (ii) the product
                                   of (x) the Group Two Principal Distribution Percentage and
                                   (y) the Class A Principal Distribution Amount; provided,  
                                   however, that (A) with respect to any Distribution Date on
                                   which the Class A-2 Certificates are outstanding and the  
                                   Certificate Principal Balances of the Class A-1 and Class 
                                   R Certificates is reduced to zero, the Group One Principal
                                   Distribution Amount in excess of the amount necessary to  
                                   reduce the Certificate Principal Balance of the Class A-1 
                                   Certificates and Class R Certificates to zero will be     
                                   applied to increase the Group Two Principal Distribution  
                                   Amount and (B) with respect to any Distribution Date      
                                   thereafter, the Group Two Principal Distribution Amount   
                                   will equal the Class A Principal Distribution Amount.     

GROUP TWO PRINCIPAL DISTRIBUTION                                                             
PERCENTAGE                         means, with respect to any Distribution Date, a fraction  
                                   expressed as a percentage, the numerator of which is the  
                                   amount of Principal Funds received with respect to        
                                   Mortgage Loans in Group Two and the denominator of which  
                                   is the amount of Principal Funds received from all of the 
                                   Mortgage Loans in the mortgage pool.                      

HEP OR HOME EQUITY PREPAYMENT      means a prepayment model which uses a prepayment          
                                   assumption which represents an assumed rate of prepayment 
                                   each month relative to the then outstanding principal     
                                   balance of a pool of mortgage loans for the life of such  
                                   mortgage loans. 20% HEP, which represents 100% of the     
                                   prepayment model for the Fixed Rate Mortgage Loans,       
                                   assumes prepayment rates of 2.0% per annum of the then    
                                   outstanding principal balance of the related Mortgage     
                                   Loans in the first month of the life of such Mortgage     
                                   Loans and an additional 2.0% per annum in each month      
                                   thereafter up to and including the tenth month. Beginning 
                                   in the eleventh month and in each month thereafter during 
                                   the life of such Mortgage Loans, 20% HEP assumes a        
                                   Constant Prepayment Rate of 20% per annum.                

HLS                                means Home Loan Services, Inc.                            

INDIRECT PARTICIPANTS              means Participants and organizations which have indirect  
                                   access to the DTC system, such as banks, brokers, dealers 
                                   and trust companies that clear through or maintain a      
                                   custodial relationship with a Participant, either directly
                                   or indirectly.                                            

INITIAL OPTIONAL TERMINATION DATE  means the first Distribution Date on which the aggregate  
                                   Stated Principal Balance of the Mortgage Loans (or if such
                                   Mortgage Loan is an REO Property, the fair market value of
                                   such REO Property) is less than or equal to 10%           

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                               of the aggregate Stated Principal Balance of the Mortgage 
                               Loans as of the Cut-off Date.                             

INTEREST CARRY FORWARD AMOUNT  means, with respect to each class of the LIBOR            
                               Certificates and each Distribution Date, the sum of (1)   
                               the excess of (A) Current Interest for such class with    
                               respect to prior Distribution Dates (excluding any        
                               Floating Rate Certificate Carryover for such class, if    
                               applicable) over (B) the amount actually distributed to   
                               such class with respect to Current Interest and Interest  
                               Carry Forward Amount on such prior Distribution Dates and 
                               (2) interest on such excess (to the extent permitted by   
                               applicable law) at the applicable Pass-Through Rate for   
                               the related Accrual Period.                               

INTEREST DETERMINATION DATE    means each date that is the second LIBOR Business Day     
                               preceding the commencement of each Accrual Period for the 
                               LIBOR Certificates.                                       

INTEREST FUNDS                 means, with respect to any Distribution Date, the sum,    
                               without duplication, of (1) all scheduled interest due    
                               during the related Due Period that is received before the 
                               related Servicer Remittance Date less the Servicing Fee,  
                               (2) all Advances relating to interest, (3) all            
                               Compensating Interest, (4) liquidation proceeds collected 
                               during the related Prepayment Period if made in connection
                               with Principal Prepayments in full and during the         
                               preceding calendar month if made in connection with       
                               partial Principal Prepayments (to the extent such         
                               liquidation proceeds relate to interest), (5) proceeds of 
                               any Mortgage Loan purchased by the Depositor or any       
                               transferor under the Pooling and Servicing Agreement      
                               during the related Prepayment Period for document defects,
                               breach of a representation or warranty, realization upon  
                               default or optional termination (to the extent such       
                               proceeds relate to interest) and (6) prepayment charges   
                               received with respect to the related Mortgage Loans during
                               the related Prepayment Period if made in connection with  
                               Principal Prepayments in full and during the preceding    
                               calendar month if made in connection with partial         
                               Principal Prepayments, less all non-recoverable Advances  
                               relating to interest and certain fees, indemnity amounts  
                               and expenses reimbursed to the Trustee and the Servicer.  

INTEREST-ONLY MORTGAGE LOAN    means a Mortgage Loan that provides for monthly payments  
                               of interest at the Mortgage Rate, but no payments of      
                               principal for the first five to ten years after its       
                               origination.                                              

INVESTOR-BASED EXEMPTION       means any of (but not limited to) Section 408(b)(17) of   
                               ERISA and Section 4975(d)(20) of the Code, (for           

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                                  transactions with persons who provide services to Plans), 
                                  PTE 84-14 (for transactions by independent "qualified     
                                  professional asset managers"), PTE 90-1 (for transactions 
                                  by insurance company pooled separate accounts), PTE 91-38 
                                  (for transactions by bank collective investment funds),   
                                  PTE 95-60 (for transactions by insurance company general  
                                  accounts) or PTE 96-23 (for transactions effected by      
                                  "in-house asset managers"), each as it may be amended from
                                  time to time.                                             

IRS                               means the Internal Revenue Service.                       

ISSUING ENTITY                    Merrill Lynch First Franklin Mortgage Loan Trust, Series  
                                  2007-1.                                                   

LASALLE                           means LaSalle Bank National Association.                  

LAST SCHEDULED DISTRIBUTION DATE  means, for each class of LIBOR Certificates, the latest   
                                  maturity date for any Mortgage Loan plus one month.       

LIBOR BUSINESS DAY                means a day on which banks are open for dealing in foreign
                                  currency and exchange in London and New York City.        

LIBOR CERTIFICATES                means the Class A, Class M and Class B Certificates.      

LOAN-TO-VALUE RATIO OR LTV        means, for any Mortgage Loan, (1) the original principal  
                                  balance of such Mortgage Loan divided by (2) the          
                                  Collateral Value of the related mortgaged property.       

LOWER COLLAR                      means, with respect to each Distribution Date and each of 
                                  the Corridor Contracts, the applicable per annum rate set 
                                  forth under the heading "1ML Strike Lower Collar" in the  
                                  Class A-1 Derivative LIBOR Corridor Table, the Class A-2  
                                  Derivative LIBOR Corridor Table or the Subordinate        
                                  Certificate Derivative LIBOR Corridor Table.              

MASTER MLPSA                      means the master mortgage loan purchase agreement, dated  
                                  as of March 1, 2007, between MLML, as purchaser, and First
                                  Franklin Financial, as seller.                            

MAXIMUM MORTGAGE RATE             means the rate which the Mortgage Rate on the related     
                                  Adjustable Rate Mortgage Loan will never exceed.          

MAXIMUM RATE CAP                  means any of the Class A-1 Maximum Rate Cap, the Class A-2
                                  Maximum Rate Cap or the Weighted Average Maximum Rate Cap.

MERRILL LYNCH                     means Merrill Lynch, Pierce, Fenner & Smith Incorporated. 

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MLML                  means Merrill Lynch Mortgage Lending, Inc., a Delaware    
                      corporation.                                              

MODELING ASSUMPTIONS  means the following assumptions:                          

                           -    the assumed Adjustable Rate Mortgage Loans and  
                                the assumed Fixed Rate Mortgage Loans prepay at 
                                the indicated percentage of the related         
                                prepayment model;                               

                           -    distributions on the Certificates are received, 
                                in cash, on the 25th day of each month,         
                                commencing in April 2007, in accordance with the
                                payment priorities defined in this prospectus   
                                supplement;                                     

                           -    no defaults or delinquencies in, or             
                                modifications, waivers or amendments respecting,
                                the payment by the mortgagors of principal and  
                                interest on the assumed Mortgage Loans occur;   

                           -    Scheduled Payments are assumed to be received on
                                the first day of each month commencing in April 
                                2007, and Principal Prepayments represent       
                                payment in full of individual assumed Mortgage  
                                Loans and are assumed to be received on the last
                                day of each month, commencing in March 2007, and
                                include 30 days' interest thereon;              

                           -    the level of Six-Month LIBOR remains constant at
                                5.3050%, and the level of One-Month LIBOR       
                                remains constant at 5.3220%;                    

                           -    the sum of the Servicing Fee Rate and other fees
                                payable by the Trust Fund is 0.500% per annum;  

                           -    the Certificate Principal Balance of the Class R
                                Certificate is zero;                            

                           -    the maximum prepayment speed is capped at 95%   
                                CPR;                                            

                           -    the Closing Date for the certificates is March  
                                27, 2007;                                       

                           -    the Mortgage Rate for each assumed Adjustable   
                                Rate Mortgage Loan is adjusted on its next      
                                Mortgage Rate Adjustment Date (and on any       
                                subsequent Mortgage Rate Adjustment Dates, if   

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                                  necessary) to equal the sum of (a) the assumed  
                                  level of the Mortgage Index and (b) the         
                                  respective Gross Margin (such sum being subject 
                                  to the applicable periodic adjustment caps and  
                                  floors);                                        

                             -    the Swap Termination Payment is assumed to be   
                                  zero as of the Initial Optional Termination     
                                  Date;                                           

                             -    the auction does not result in a termination of 
                                  the Trust Fund and the Servicer does not        
                                  purchases the Mortgage Loans and terminate the  
                                  Trust Fund as described in this prospectus      
                                  supplement under "The Pooling and Servicing     
                                  Agreement--Optional Termination"; and           

                             -    the initial overcollateralization amount is     
                                  approximately $49,163,127, the targeted         
                                  overcollateralization amount is approximately   
                                  $49,159,597 and the minimum required            
                                  overcollateralization amount is approximately   
                                  $11,172,636.                                    

MOODY'S                 means Moody's Investors Service, Inc. or any successor.   

MORTGAGE GROUP          means either of Group One or Group Two.                   

MORTGAGE INDEX          means, with respect to any Adjustment Date, the average of
                        the London interbank offered rates for six-month U.S.     
                        dollar deposits in the London market, as set forth in The 
                        Wall Street Journal, or, if such rate ceases to be        
                        published in The Wall Street Journal or becomes           
                        unavailable for any reason, then based upon a new index   
                        selected by the Servicer, as holder of the related        
                        mortgage note, based on comparable information, in each   
                        case as most recently announced as of a date 45 days prior
                        to such Adjustment Date.                                  

MORTGAGE LOANS          means mortgage loans that are included in the Issuing     
                        Entity as of the Closing Date.                            

MORTGAGE LOAN SCHEDULE  means the schedule of Mortgage Loans appearing as an      
                        exhibit to the Pooling and Servicing Agreement from time  
                        to time.                                                  

MORTGAGE RATE           means the per annum interest rate borne by a Mortgage     
                        Loan.                                                     

NET EXCESS CASHFLOW     means Interest Funds and Principal Funds not otherwise    
                        required to be distributed with respect to principal of   
                        and                                                       

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                              interest on the LIBOR Certificates and not otherwise      
                              required to be distributed to the Class P Certificates.   

NET MORTGAGE RATE             means, with respect to any Mortgage Loan, the Mortgage    
                              Rate with respect to such Mortgage Loan less the Servicing
                              Fee Rate.                                                 

NET SWAP PAYMENT              means, in respect of each Distribution Date, the net      
                              amount of the Fixed Swap Payment that the Supplemental    
                              Interest Trust is obligated to pay to the Swap            
                              Counterparty and the Floating Swap Payment that the Swap  
                              Counterparty is obligated to pay to the Supplemental      
                              Interest Trust.                                           

OFFERED CERTIFICATES          means the Class A, Class M, Class B Certificates.         

ONE-MONTH LIBOR               means the London interbank offered rate for one-month     
                              United States dollar deposits.                            

OPTIONAL TERMINATION PRICE    means, on any day after the Initial Optional Termination  
                              Date, the sum of (i) the then aggregate outstanding Stated
                              Principal Balance of the Mortgage Loans (or if such       
                              Mortgage Loan is an REO Property, the fair market value of
                              such REO Property), plus accrued interest thereon at the  
                              applicable Mortgage Rate through the Due Date in the month
                              in which the proceeds of the auction will be distributed  
                              on the Certificates, (ii) any unreimbursed fees, indemnity
                              amounts and out-of-pocket costs and expenses owed to the  
                              Trustee (including any amounts incurred by the Trustee in 
                              connection with conducting such auction) or the Servicer  
                              and all unreimbursed Advances and servicing advances, in  
                              each case incurred by such party in the performance of its
                              obligations, (iii) any unreimbursed costs, penalties      
                              and/or damages incurred by the Issuing Entity in          
                              connection with any violation relating to any of the      
                              Mortgage Loans of any predatory or abusive lending law and
                              (iv) any unpaid Net Swap Payments and any Swap Termination
                              Payment owed to the Swap Counterparty; such Swap          
                              Termination Payment shall include any payment to the Swap 
                              Counterparty resulting from the optional termination of   
                              the Trust.                                                

ORIGINAL LOAN-TO-VALUE RATIO  means, in the case of any Mortgage Loan, the Loan-to-Value
                              Ratio or LTV.                                             

ORIGINATOR                    means First Franklin Financial.                           

PARTICIPANTS                  means participating organizations that utilize the        
                              services of DTC, including securities brokers and dealers,
                              banks and trust companies and clearing corporations and   
                              certain other organizations.                              

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PASS-THROUGH MARGIN              means for each class of the LIBOR Certificates for any    
                                 Distribution Date:                                        

                                                ON OR BEFORE                               
                                                 THE INITIAL         AFTER THE             
                                                  OPTIONAL        INITIAL OPTIONAL         
                                    CLASS     TERMINATION DATE    TERMINATION DATE         
                                 ----------   ----------------   -----------------         
                                 Class A-1         0.1400%             0.2800%             
                                 Class A-2A        0.1200%             0.2400%             
                                 Class A-2B        0.1700%             0.3400%             
                                 Class A-2C        0.2500%             0.5000%             
                                 Class A-2D        0.3400%             0.6800%             
                                 Class M-1         0.3800%             0.5700%             
                                 Class M-2         0.5000%             0.7500%             
                                 Class M-3         0.7000%             1.0500%             
                                 Class M-4         1.2500%             1.8750%             
                                 Class M-5         1.3500%             2.0250%             
                                 Class M-6         1.5000%             2.2500%             
                                 Class B-1         1.8500%             2.7750%             
                                 Class B-2         1.8500%             2.7750%             
                                 Class B-3         1.8500%             2.7750%             
                                 Class R           0.1400%             0.2800%             

PASS-THROUGH RATE                means, with respect to any class of the LIBOR Certificates
                                 on any Distribution Date, the least of (1) One-Month LIBOR
                                 plus the Pass-Through Margin for such class of LIBOR      
                                 Certificates, (2) the related Available Funds Cap and (3) 
                                 the related Maximum Rate Cap.                             

PERCENTAGE INTEREST              means, with respect to any certificate, the percentage    
                                 derived by dividing the denomination of such certificate  
                                 by the aggregate denominations of all certificates of the 
                                 applicable class.                                         

PERIODIC RATE CAP                means the maximum amount by which the Mortgage Rate on any
                                 Adjustable Rate Mortgage Loan may increase or decrease on 
                                 an Adjustment Date.                                       

PLAN                             means an employee benefit plan or arrangement subject to  
                                 Title I of ERISA, a plan subject to Section 4975 of the   
                                 Code or a plan subject to any provisions under any        
                                 federal, state, local, non-U.S. or other laws or          
                                 regulations that are substantively similar to the         
                                 foregoing provisions of ERISA or the Code.                

POOLING AND SERVICING AGREEMENT  means the Pooling and Servicing Agreement, dated as of    
                                 March 1, 2007, among the Depositor, the Servicer and the  
                                 Trustee.                                                  

PPC OR PREPAYMENT CONSTANT       means a prepayment model which uses a prepayment          
                                 assumption which represents an assumed rate of            

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                               prepayment each month relative to the then outstanding    
                               principal balance of a pool of mortgage loans for the life
                               of such mortgage loans. 100% PPC, which represents 100% of
                               the prepayment model for the Adjustable Rate Mortgage     
                               Loans, assumes prepayment rates at a Constant Prepayment  
                               Rate of 2% per annum in month 1, increasing linearly      
                               (rounded to the nearest hundredth) to a Constant          
                               Prepayment Rate of 30% per annum in month 12 and remaining
                               constant at a Constant Prepayment Rate of 30% per annum   
                               from month 13 up to and including month 22, then remaining
                               constant at a Constant Prepayment Rate of 50% per annum   
                               from month 23 up to and including month 27 and then       
                               remaining constant at a Constant Prepayment Rate of 35%   
                               per annum from month 28 and thereafter.                   

PREPAYMENT INTEREST EXCESSES   means, with respect to any Servicer Remittance Date, for  
                               each Mortgage Loan that was the subject of a Principal    
                               Prepayment in full during the portion of the related      
                               Prepayment Period occurring between the first day of the  
                               calendar month in which such Servicer Remittance Date     
                               occurs and the last day of the related Prepayment Period, 
                               an amount equal to interest (to the extent received) at   
                               the applicable Net Mortgage Rate on the amount of such    
                               Principal Prepayment for the number of days commencing on 
                               the first day of the calendar month in which such Servicer
                               Remittance Date occurs and ending on the date on which    
                               such Principal Prepayment is so applied.                  

PREPAYMENT INTEREST SHORTFALL  means a shortfall in interest distributions as a result of
                               Principal Prepayments to certificateholders in excess of  
                               Compensating Interest.                                    

PREPAYMENT PERIOD              means, with respect to any Distribution Date, the period  
                               beginning on the 15th day of the month preceding the month
                               in which such Distribution Date occurs (or, in the case of
                               the first Distribution Date, beginning on the Cut-off     
                               Date) and ending on the 14th day of the month in which    
                               such Distribution Date occurs.                            

PRINCIPAL DISTRIBUTION AMOUNT  means, with respect to each Distribution Date, the sum of 
                               (1) the Principal Funds for such Distribution Date and (2)
                               any Extra Principal Distribution Amount for such          
                               Distribution Date.                                        

PRINCIPAL FUNDS                means, with respect to any Distribution Date, the sum,    
                               without duplication, of (1) the scheduled principal due   
                               during the related Due Period and received before the     
                               related Servicer Remittance Date or required to be        
                               advanced by the Servicer on or before the related Servicer
                               Remittance Date, (2) Principal Prepayments in             

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                         full collected in the related Prepayment Period, (3) the  
                         Stated Principal Balance of each Mortgage Loan that was   
                         purchased by the Depositor or the Servicer during the     
                         related Prepayment Period or, in the case of a purchase in
                         connection with an optional termination, on the Business  
                         Day prior to such Distribution Date, (4) the amount, if   
                         any, by which the aggregate unpaid principal balance of   
                         any replacement Mortgage Loans is less than the aggregate 
                         unpaid principal balance of any Mortgage Loans delivered  
                         by the Sponsor in connection with a substitution of a     
                         Mortgage Loan, (5) all liquidation proceeds collected     
                         during the related Prepayment Period (to the extent such  
                         liquidation proceeds relate to principal and represent    
                         payment in full), (6) all Subsequent Recoveries received  
                         during the preceding calendar month and (7) all other     
                         collections and recoveries in respect of principal,       
                         including partial Principal Prepayments, during the       
                         preceding calendar month, less all non-recoverable        
                         Advances relating to principal and all non-recoverable    
                         servicing advances reimbursed during the preceding        
                         calendar month and certain fees, indemnity amounts and    
                         expenses reimbursable to the Trustee and the Servicer.    

PRINCIPAL PREPAYMENT     means any mortgagor payment of principal or other recovery
                         of principal on a Mortgage Loan that is recognized as     
                         having been received or recovered in advance of its Due   
                         Date and applied to reduce the Stated Principal Balance of
                         the Mortgage Loan in accordance with the terms of the     
                         mortgage note.                                            

PTE                      means a Prohibited Transaction Exemption granted by the   
                         U.S. Department of Labor.                                 

RATING AGENCY            means either of Moody's or S&P.                           

RATING AGENCY CONDITION  has the meaning specified in the Swap Agreement.          

REALIZED LOSS            means the excess of the Stated Principal Balance of a     
                         defaulted Mortgage Loan plus accrued interest over the net
                         liquidation proceeds of a defaulted Mortgage Loan that are
                         allocated to principal.                                   

RECORD DATE              means, for a Distribution Date, the last Business Day of  
                         the month preceding the month of such Distribution Date   
                         (or in the case of the first Distribution Date, the       
                         Closing Date).                                            

REFERENCE BANKS          means leading banks selected by the Trustee and engaged in
                         transactions in Eurodollar deposits in the international  
                         Eurocurrency market (1) with an established place of      
                         business in London, (2) whose                             

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                       quotations appear on the Reuters Screen LIBO Page on the  
                       Interest Determination Date in question, (3) which have   
                       been designated as such by the Servicer and (4) not       
                       controlling, controlled by, or under common control with, 
                       the Depositor, the Trustee, the Servicer, the Sponsor or  
                       any successor servicer.                                   

REGULATION AB          means Subpart 229.1100 - Asset Backed Securities          
                       (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as 
                       such may be amended from time to time, and subject to such
                       clarification and interpretation as have been provided by 
                       the Securities and Exchange Commission in the adopting    
                       release (Asset-Backed Securities, Securities Act Release  
                       No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005) or by
                       the staff of the Securities and Exchange Commission, or as
                       may be provided by the Securities and Exchange Commission 
                       or its staff from time to time.                           

RELEVANT DEPOSITARY    means Citibank, N.A., as depositary for Clearstream       
                       Luxembourg, and JPMorgan Chase Bank, as depositary for    
                       Euroclear, individually.                                  

REO PROPERTY           means mortgaged property which has been acquired by the   
                       Servicer through foreclosure or deed-in-lieu of           
                       foreclosure in connection with a defaulted mortgage loan. 

REQUIRED PERCENTAGE    means, with respect to a Distribution Date after the      
                       Stepdown Date, the quotient of (x) the excess of (1) the  
                       aggregate Stated Principal Balance of the Mortgage Loans, 
                       prior to giving effect to distributions to be made on such
                       Distribution Date over (2) the Certificate Principal      
                       Balance of the most senior class of Certificates          
                       outstanding as of such Distribution Date, prior to giving 
                       effect to distributions to be made on such Distribution   
                       Date, and (y) the Stated Principal Balances of the        
                       Mortgage Loans, prior to giving effect to distributions to
                       be made on such Distribution Date.                        

RESERVE INTEREST RATE  means the rate per annum that the Trustee determines to be
                       either (1) the arithmetic mean (rounded upwards if        
                       necessary to the nearest whole multiple of 0.03125%) of   
                       the one-month United States dollar lending rates which New
                       York City banks selected by the Trustee are quoting on the
                       relevant Interest Determination Date to the principal     
                       London offices of leading banks in the London interbank   
                       market or (2) in the event that the Trustee can determine 
                       no such arithmetic mean, the lowest one-month United      
                       States dollar lending rate which New York City banks      
                       selected by the Trustee are quoting on such Interest      
                       Determination Date to leading European banks.             

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RESTRICTED GROUP          means the Underwriter, the Trustee, the Servicer, any     
                          obligor with respect to Mortgage Loans included in the    
                          Trust Fund constituting more than five percent (5%) of the
                          aggregate unamortized principal balance of the assets in  
                          the Trust Fund or any affiliate of such parties.          

REUTERS SCREEN LIBO PAGE  means the display designated as page "LIBO" on the Reuters
                          Monitor Money Rates Service (or such other page as may    
                          replace the LIBO page on that service for the purpose of  
                          displaying London interbank offered rates of major banks).

RULES                     means the rules, regulations and procedures creating and  
                          affecting DTC and its operations.                         

S&P                       means Standard & Poor's, a division of The McGraw-Hill    
                          Companies, Inc. or any successor.                         

SCHEDULED PAYMENTS        means scheduled monthly payments made by mortgagors on the
                          Mortgage Loans.                                           

SERVICER                  means HLS.                                                

SERVICER REMITTANCE DATE  means the later of (x) the day that is two Business Days  
                          after the 15th day of the month in which the related      
                          Distribution Date occurs and (y) the 18th day (or if such 
                          day is not a Business Day, the immediately preceding      
                          Business Day) of the month in which the related           
                          Distribution Date occurs.                                 

SERVICING FEE             means a monthly fee paid to the Servicer from interest    
                          collected with respect to each Mortgage Loan serviced by  
                          it (as well as from any liquidation proceeds from a       
                          liquidated Mortgage Loan that are applied to accrued and  
                          unpaid interest) generally equal to the product of (a)    
                          one-twelfth of the Servicing Fee Rate and (b) the Stated  
                          Principal Balance of such Mortgage Loan. The Servicer also
                          is entitled to receive, as additional servicing           
                          compensation, Prepayment Interest Excesses, insufficient  
                          funds charges, late charges, excess proceeds from REO     
                          property sales, all assumption fees and other similar     
                          charges (other than prepayment charges) and all investment
                          income earned on, or benefits received from, amounts on   
                          deposit in the Collection Account and amounts on deposit  
                          in the related escrow accounts.                           

SERVICING FEE RATE        means 0.50% for each Mortgage Loan.                       

SIX-MONTH LIBOR           means the London interbank offered rate for six-month     
                          United States dollar deposits.                            

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SIX-MONTH LIBOR LOANS              means Adjustable Rate Mortgage Loans having a Mortgage    
                                   Rate which is generally subject to semi-annual adjustment 
                                   on the first day of the months specified in the related   
                                   mortgage note to equal the sum, rounded to the nearest    
                                   0.125%, of (1) the Mortgage Index and (2) the Gross       
                                   Margin.                                                   

SMMEA                              means the Secondary Mortgage Market Enhancement Act of    
                                   1984, as amended.                                         

SPONSOR                            means Merrill Lynch Mortgage Lending, Inc.                

STATED PRINCIPAL BALANCE           means, with respect to a Mortgage Loan and any            
                                   Distribution Date, the amount equal to the outstanding    
                                   principal balance as of the Cut-off Date, after giving    
                                   effect to Scheduled Payments due on or before that date,  
                                   reduced by (1) the principal portion of all Scheduled     
                                   Payments due on or before the Due Date in the Due Period  
                                   immediately preceding such Distribution Date, whether or  
                                   not received, and (2) all amounts allocable to unscheduled
                                   principal payments received on or before the last day of  
                                   the Prepayment Period in the case of Principal Prepayments
                                   in full and the preceding calendar month in the case of   
                                   partial Principal Prepayments immediately preceding such  
                                   Distribution Date. The Stated Principal Balance of a      
                                   liquidated Mortgage Loan shall be deemed to be zero.      

STEPDOWN DATE                      means, the earlier of: (A) the first Distribution Date on 
                                   which the aggregate Certificate Principal Balance of the  
                                   Class A Certificates has been reduced to zero; and (B) the
                                   later to occur of (1) the Distribution Date in April 2010 
                                   or (2) the first Distribution Date on which the aggregate 
                                   Certificate Principal Balance of the Class A Certificates 
                                   (after giving effect to distributions of the Principal    
                                   Funds amount for such Distribution Date) is less than or  
                                   equal to 66.90% of the aggregate Stated Principal Balances
                                   of the Mortgage Loans.                                    

STEPDOWN REQUIRED LOSS PERCENTAGE  means, for any Distribution Date, the applicable          
                                   percentage for such Distribution Date set forth in the    
                                   following table:                                          

                                       DISTRIBUTION DATE              STEPDOWN REQUIRED      
                                          OCCURRING IN                 LOSS PERCENTAGE       
                                   -------------------------   ------------------------------
                                   April 2009 - March 2010     1.20% with respect to April   
                                                               2009, plus an additional      
                                                               1/12th of 1.50% for each month
                                                               thereafter                    

                                   April 2010 - March 2011     2.70% with respect to         

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                                                                  April 2010, plus an additional
                                                                  1/12th of 1.55% for each month
                                                                  thereafter                    

                                      April 2011 - March 2012     4.25% with respect to April   
                                                                  2011, plus an additional      
                                                                  1/12th of 1.25% for each month
                                                                  thereafter                    

                                      April 2012 - March 2013     5.50% with respect to April   
                                                                  2012, plus an additional      
                                                                  1/12th of 0.70% for each month
                                                                  thereafter                    

                                      April 2013 and thereafter   6.20%                         

STEPDOWN TRIGGER EVENT                means the situation that exists with respect to any       
                                      Distribution Date on or after the Stepdown Date, if (a)   
                                      the quotient of (1) the aggregate Stated Principal Balance
                                      of all Mortgage Loans 60 or more days delinquent, measured
                                      on a rolling three-month basis (including Mortgage Loans  
                                      in foreclosure, REO Properties and Mortgage Loans with    
                                      respect to which the applicable mortgagor is in           
                                      bankruptcy) and (2) the Stated Principal Balance of all of
                                      the Mortgage Loans as of the preceding Servicer Remittance
                                      Date, equals or exceeds the product of (i) 42.00% and (ii)
                                      the Required Percentage or (b) the quotient (expressed as 
                                      a percentage) of (1) the aggregate Realized Losses        
                                      incurred from the Cut-off Date through the last day of the
                                      calendar month preceding such Distribution Date and (2)   
                                      the aggregate principal balance of the Mortgage Loans as  
                                      of the Cut-off Date exceeds the Stepdown Required Loss    
                                      Percentage.                                               

SUBORDINATE CERTIFICATES              means the Class M and Class B Certificates.               

SUBORDINATE CERTIFICATE CORRIDOR                                                                
CONTRACT                              means a confirmation and agreement between the Trustee, on
                                      behalf of the Issuing Entity, and the Cap Contract        
                                      Counterparty for the benefit of the Subordinate           
                                      Certificates.                                             

SUBORDINATE CERTIFICATE CORRIDOR                                                                
CONTRACT NOTIONAL BALANCE             means, as of any Distribution Date, the notional balance  
                                      of the Subordinate Certificate Corridor Contract set forth
                                      on the table on page S-70.                                

SUBORDINATE CERTIFICATE LOWER COLLAR  means, with respect to each Distribution Date, the        
                                      applicable per annum rate set forth under the heading "1ML
                                      Strike Lower Collar" in the Subordinate Certificate       
                                      Derivative LIBOR Corridor Table on page S-70.             

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SUBORDINATE CERTIFICATE UPPER COLLAR  means, with respect to each Distribution Date, the        
                                      applicable per annum rate set forth under the heading "1ML
                                      Strike Upper Collar" in the Subordinate Certificate       
                                      Derivative LIBOR Corridor Table on page S-70.             

SUBSEQUENT RECOVERY                   means any amount (net of amounts to be reimbursed to the  
                                      Servicer related to such Mortgage Loan) received on a     
                                      Mortgage Loan subsequent to such Mortgage Loan being      
                                      determined to be a liquidated Mortgage Loan.              

SUPPLEMENTAL INTEREST TRUST           means the separate trust established pursuant to the      
                                      Pooling and Servicing Agreement by the Supplemental       
                                      Interest Trust Trustee, as directed, for the benefit of   
                                      the certificateholders which shall be party to the Cap    
                                      Contract and the Swap Agreement and (i) into which Cap    
                                      Payments received on the Cap Contract will be deposited,  
                                      (ii) out of which any Swap Termination Payments or Net    
                                      Swap Payments owed to the Swap Counterparty will be paid  
                                      and certain distributions to certificateholders will be   
                                      made, and (iii) into which any Swap Termination Payments  
                                      or Net Swap Payments received from the Swap Counterparty  
                                      will be deposited.                                        

SUPPLEMENTAL INTEREST TRUST TRUSTEE   means LaSalle, in its capacity as supplemental interest   
                                      trust trustee under the Pooling and Servicing Agreement.  

SWAP AGREEMENT                        means the confirmation and the master agreement           
                                      incorporated therein, as well as the schedule thereto and 
                                      the related credit support annex, between the Swap        
                                      Counterparty and the Supplemental Interest Trust Trustee, 
                                      on behalf of the Supplemental Interest Trust.             

SWAP AGREEMENT NOTIONAL BALANCES      means the notional balance of the Swap Agreement as set   
                                      forth in the Swap Agreement Notional Balance Table        
                                      beginning on page S-73.                                   

SWAP COUNTERPARTY                     means BSFP, or any successor counterparty who meets the   
                                      requirements set forth in the Swap Agreement.             

SWAP REGULATIONS                      means the final regulations issued by the IRS relating to 
                                      notional principal contracts under Section 446 of the     
                                      Code.                                                     

SWAP TERMINATION PAYMENT              means a payment required to be made by either the         
                                      Supplemental Interest Trust or the Swap Counterparty      
                                      pursuant to the Swap Agreement as a result of termination 
                                      of the Swap Agreement.                                    

TERMS AND CONDITIONS                  means the Terms and Conditions Governing Use of Euroclear,
                                      the related Operating Procedures of the Euroclear System  
                                      and applicable Belgian law.                               

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TRUST FUND                            means the trust fund created by the Pooling and Servicing 
                                      Agreement.                                                

TRUSTEE                               means LaSalle, in its capacity as trustee under the       
                                      Pooling and Servicing Agreement.                          

UNDERWRITER                           means Merrill Lynch, Pierce Fenner & Smith Incorporated.  

UNPAID REALIZED LOSS AMOUNT           means, with respect to any class of the Subordinate       
                                      Certificates and as to any Distribution Date, the excess  
                                      of (1) Applied Realized Loss Amounts with respect to such 
                                      class over (2) the sum of (x) all distributions in        
                                      reduction of the Unpaid Applied Realized Loss Amounts on  
                                      all previous Distribution Dates and (y) all increases in  
                                      the Certificate Principal Balance of such class pursuant  
                                      to the last sentence of the definition of "Certificate    
                                      Principal Balance." Any amounts distributed to a class of 
                                      Subordinate Certificates in respect of any Unpaid Realized
                                      Loss Amount will not be applied to reduce the Certificate 
                                      Principal Balance of such class.                          

UPPER COLLAR                          means any of the Class A-1 Upper Collar, the Class A-2    
                                      Upper Collar or the Subordinate Certificates Upper Collar.

WEIGHTED AVERAGE AVAILABLE FUNDS CAP  means, with respect to a Distribution Date, the per annum 
                                      rate equal to the weighted average of the Class A-1       
                                      Available Funds Cap and the Class A-2 Available Funds Cap 
                                      (weighted in proportion to the results of subtracting from
                                      the aggregate Stated Principal Balance of each Mortgage   
                                      Group, the current Certificate Principal Balance of the   
                                      Class A-1 and Class R Certificates, in the case of Group  
                                      One, or the Class A-2A, Class A-2B, Class A-2C and Class  
                                      A-2D Certificates, in the case of Group Two).             

WEIGHTED AVERAGE MAXIMUM RATE CAP     means, with respect to a Distribution Date, the per annum 
                                      rate equal to the weighted average (weighted in proportion
                                      to the results of subtracting from the aggregate Stated   
                                      Principal Balance of each Mortgage Group, the current     
                                      Certificate Principal Balance of the Class A-1 and Class R
                                      Certificates, in the case of Group One, or the Class A-2A,
                                      Class A-2B, Class A-2C and Class A-2D Certificates, in the
                                      case of Group Two) of the Class A-1 Maximum Rate Cap and  
                                      the Class A-2 Maximum Rate Cap.                           

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 ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES                   

   Except in limited circumstances, the globally offered Merrill Lynch First
Franklin Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series   
2007-1 known as "Global Securities," will be available only in book-entry form. 
Investors in the Global Securities may hold such Global Securities through any  
of DTC, Clearstream Luxembourg or Euroclear. The Global Securities will be      
tradeable as home market instruments in both the European and U.S. domestic     
markets. Initial settlement and all secondary trades will settle in same-day    
funds.                                                                          

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

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

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

Beneficial owners of Global Securities that are non-U.S. Persons (as  
described below) will be subject to U.S. withholding taxes unless such holders  
meet certain requirements and deliver appropriate U.S. tax documents to the     
securities clearing organizations or their participants.                        

INITIAL SETTLEMENT                                                              

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

    Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to prior mortgage pass-through certificate  
issues. Investors' securities custody accounts will be credited with their      
holdings against payment in same-day funds on the settlement date.              

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

SECONDARY MARKET TRADING                                                        

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

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Trading Between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior mortgage  
pass-through certificate issues in same-day funds.                              

Trading Between Clearstream Luxembourg and/or Euroclear Participants. 
Secondary market trading between Clearstream Luxembourg Participants or         
Euroclear Participants will be settled using the procedures applicable to       
conventional Eurobonds in same-day funds.                                       

Trading Between DTC Seller and Clearstream Luxembourg or Euroclear    
Purchaser. When Global Securities are to be transferred from the account of a   
DTC Participant to the account of a Clearstream Luxembourg Participant or a     
Euroclear Participant, the purchaser will send instructions to Clearstream      
Luxembourg or Euroclear through a Clearstream Luxembourg Participant or         
Euroclear Participant at least one business day prior to settlement. Clearstream
Luxembourg or Euroclear will instruct the Relevant Depositary to receive the    
Global Securities against payment. Payment will include interest accrued on the 
Global Securities from and including the last coupon payment date to and        
excluding the settlement date, on the basis of either the actual number of days 
in such accrual period and a year assumed to consist of 360 days or a 360-day   
year of twelve 30-day months, as applicable to the related class of Global      
Securities. For transactions settling on the 31st of the month, payment will    
include interest accrued to and excluding the first day of the following month. 
Payment will then be made by the Relevant Depositary of the DTC Participant's   
account against delivery of the Global Securities. After settlement has been    
completed, the Global Securities will be credited to the respective clearing    
system and by the clearing system, in accordance with its usual procedures, to  
the Clearstream Luxembourg Participant's or Euroclear Participant's account. The
securities credit will appear the next day (European time) and the cash debt    
will be back-valued to, and the interest on the Global Securities will accrue   
from, the value date (which would be the preceding day when settlement occurred 
in New York). If settlement is not completed on the intended value date (i.e.,  
the trade fails), the Clearstream Luxembourg or Euroclear cash debt will be     
valued instead as of the actual settlement date.                                

     Clearstream Luxembourg Participants and Euroclear Participants will need to
make available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position 
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring within Clearstream Luxembourg or        
Euroclear. Under this approach, they may take on credit exposure to Clearstream 
Luxembourg or Euroclear until the Global Securities are credited to their       
accounts one day later.                                                         

  As an alternative, if Clearstream Luxembourg or Euroclear has extended a
line of credit to them, Clearstream Luxembourg Participants or Euroclear        
Participants can elect not to pre-position funds and allow that credit line to  
be drawn upon the finance settlement. Under this procedure, Clearstream         
Luxembourg Participants or Euroclear Participants purchasing Global Securities  
would incur overdraft charges for one day, assuming they cleared the overdraft  
when the Global Securities were credited to their accounts. However, interest on
the Global Securities would accrue from the value date. Therefore, in many cases
the investment income on the Global Securities earned during that one-day period
may substantially reduce or offset the amount of such overdraft charges,        
although this result will depend on each Clearstream Luxembourg Participant's or
Euroclear Participant's particular cost of funds.                               

  Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to 
the respective European Depositary for the benefit of Clearstream Luxembourg    
Participants or Euroclear Participants. The sale proceeds will be available to  
the DTC seller on the settlement date. Thus, to the DTC Participants a          
cross-market transaction will settle no differently than a trade between two DTC
Participants.                                                                   

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Trading Between Clearstream Luxembourg or Euroclear Seller and DTC    
Purchaser. Due to time zone differences in their favor, Clearstream Luxembourg  
Participants and Euroclear Participants may employ their customary procedures   
for transactions in which Global Securities are to be transferred by the        
respective clearing system, through the Relevant Depositary, to a DTC           
Participant. The seller will send instructions to Clearstream Luxembourg or     
Euroclear through a Clearstream Luxembourg Participant or Euroclear Participant 
at least one business day prior to settlement. In these cases, Clearstream      
Luxembourg or Euroclear will instruct the Relevant Depositary, as appropriate,  
to deliver the Global Securities to the DTC Participant's account against       
payment. Payment will include interest accrued on the Global Securities from and
including the last coupon payment date to and excluding the settlement date on  
the basis of either the actual number of days in such accrual period and a year 
assumed to consist of 360 days or a 360-day year of twelve 30-day months, as    
applicable to the related class of Global Securities. For transactions settling 
on the 31st of the month, payment will include interest accrued to and excluding
the first day of the following month. The payment will then be reflected in the 
account of the Clearstream Luxembourg Participant or Euroclear Participant the  
following day, and receipt of the cash proceeds in the Clearstream Luxembourg   
Participant's or Euroclear Participant's account would be back-valued to the    
value date (which would be the preceding day, when settlement occurred in New   
York). Should the Clearstream Luxembourg Participant or Euroclear Participant   
have a line of credit with its respective clearing system and elect to be in    
debt in anticipation of receipt of the sale proceeds in its account, the        
back-valuation will extinguish any overdraft incurred over that one-day period. 
If settlement is not completed on the intended value date (i.e., the trade      
fails), receipt of the cash proceeds in the Clearstream Luxembourg Participant's
or Euroclear Participant's account would instead be valued as of the actual     
settlement date.                                                                

    Finally, day traders that use Clearstream Luxembourg or Euroclear and that
purchase Global Securities from DTC Participants for delivery to Clearstream    
Luxembourg Participants or Euroclear Participants should note that these trades 
would automatically fail on the sale side unless affirmative action were taken. 
At least three techniques should be readily available to eliminate this         
potential problem:                                                              

(1)  borrowing through Clearstream Luxembourg or Euroclear for one day
   (until the purchase side of the day trade is reflected in their
        Clearstream Luxembourg or Euroclear accounts) in accordance with the
clearing system's customary procedures;                     

    (2)  borrowing the Global Securities in the U.S. from a DTC Participant no
       later than one day prior to settlement, which would give the Global
   Securities sufficient time to be reflected in their Clearstream
       Luxembourg or Euroclear account in order to settle the sale side of
the trade; or                                               

    (3)  staggering the value dates for the buy and sell sides of the trade so
       that the value date for the purchase from the DTC Participant is at
         least one day prior to the value date for the sale to the Clearstream
Luxembourg Participant or Euroclear Participant.            

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS                      

   A beneficial owner of Global Securities that is a non-U.S. Person will be
subject to the 30% U.S. withholding tax that generally applies to payments of   
interest (including original issue discount) on registered debt issued by U.S.  
Persons, unless (1) each clearing system, bank or other financial institution   
that holds customers' securities in the ordinary course of its trade or business
in the chain of intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification requirements and
(2) such beneficial owner takes one of the following steps to obtain an         
exemption or reduced tax rate:                                                  

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   Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of Global
Securities that are non-U.S. Persons and are neither "10-percent shareholders"  
of the issuer within the meaning of Code Section 871(h)(3)(B) nor controlled    
foreign corporations related to the issuer within the meaning of Code Section   
881(c)(3)(C) can obtain a complete exemption from the withholding tax by filing 
a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for     
United States Tax Withholding). Further, non-U.S. Persons that are beneficial   
owners residing in a country that has a tax treaty with the United States and   
are eligible for benefits under that treaty can obtain an exemption or reduced  
tax rate (depending on the treaty terms) by filing a properly completed Form    
W-8BEN claiming eligibility for treaty benefits. If the information shown on    
Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such     
change. If the owner of Global Securities is a partnership or other type of     
pass-through entity that is not treated for U.S. withholding tax purposes as the
beneficial owner of the income with respect to such Global Securities, the owner
generally must receive the statement described in the previous sentence from the
owner's partners or other beneficial owners of the income with respect to the   
Global Securities and may be required to provide such statements, and certain   
additional information, to the person through whom the owner holds the Global   
Securities.                                                                     

Exemption for non-U.S. Persons with Effectively Connected Income (Form
W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct 
of a trade or business in the United States, can obtain an exemption from the   
withholding tax by filing Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption from Withholding on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).                                        

The term "U.S. Person" means                                          

(1)  a citizen or resident of the United States,                      

 (2)  a corporation or partnership organized in or under the laws of the
         United States, any state thereof or the District of Columbia (unless,
          in the case of a partnership, Treasury regulations provide otherwise),
   including an entity treated as a corporation or partnership for
federal income tax purposes,                                

     (3)  an estate the income of which is includable in gross income for United
States tax purposes, regardless of its source, or           

(4)  a trust if a court within the United States is able to exercise  
          primary supervision of the administration of the trust and one or more
       United States persons have the authority to control all substantial
          decisions of the trust. Notwithstanding the preceding sentence, to the
        extent provided in Treasury regulations, certain trusts in existence
          on August 20, 1996, and treated as United States persons prior to such
       date, that elect to continue to be treated as United States persons
will also be U.S. Persons.                                  

This summary does not deal with all aspects of U.S. federal income tax
withholding that may be relevant to foreign holders of the Global Securities.   
Investors are advised to consult their own tax advisors for specific tax advice 
concerning their holding and disposing of the Global Securities.                

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ANNEX II

 THE MORTGAGE POOL

MORTGAGE RATES

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF MORTGAGE RATES      LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-----------------------    -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
5.500% or less............       5  $    1,156,720    0.05%   5.345%    710     $231,344    59.07%   49.35%  100.00%  41.50%
5.501% to 6.000%..........     156      48,787,808    2.18    5.873     722      312,742    69.33    37.33    88.66   36.79 
6.001% to 6.500%..........     482     146,821,374    6.57    6.311     700      304,609    76.49    42.62    84.75   40.23 
6.501% to 7.000%..........     983     284,413,543   12.73    6.817     679      289,332    78.59    42.31    69.43   35.59 
7.001% to 7.500%..........   1,471     358,649,043   16.05    7.291     663      243,813    79.82    42.72    64.08   29.02 
7.501% to 8.000%..........   2,173     482,413,927   21.59    7.777     651      222,004    81.35    42.92    55.23   21.34 
8.001% to 8.500%..........   1,607     303,799,461   13.60    8.274     641      189,048    82.99    42.54    58.24   14.87 
8.501% to 9.000%..........   1,545     270,789,116   12.12    8.764     631      175,268    85.90    42.83    57.77   13.04 
9.001% to 9.500%..........     813     122,956,635    5.50    9.259     621      151,238    89.58    42.41    57.52    9.08 
9.501% to 10.000%.........     640      95,816,681    4.29    9.756     617      149,714    92.29    42.40    55.95    9.00 
10.001% to 10.500%........     307      44,632,475    2.00   10.259     626      145,383    96.21    43.77    48.72   13.36 
10.501% to 11.000%........     193      23,667,906    1.06   10.773     616      122,632    98.54    43.45    67.28   18.53 
11.001% to 11.500%........     122      17,153,935    0.77   11.293     602      140,606    99.84    44.59    82.03   26.40 
11.501% to 12.000%........     152      20,275,557    0.91   11.799     598      133,392   100.00    44.48    83.96   19.90 
12.001% to 12.500%........      82       9,843,331    0.44   12.204     589      120,041   100.00    43.53   100.00   28.49 
12.501% to 13.000%........      21       3,102,719    0.14   12.636     585      147,749   100.00    44.93   100.00   20.28 
13.001% to 13.500%........       3         246,897    0.01   13.156     591       82,299    99.99    43.11   100.00    0.00 
                            ------  --------------  ------   ------     ---     --------   ------    -----   ------   ----- 
   Total..................  10,755  $2,234,527,127  100.00%   7.963%    652     $207,766    82.76%   42.61%   62.75%  22.75%
                            ======  ==============  ======   ======     ===     ========   ======    =====   ======   ===== 

   As of the Cut-off Date, Mortgage Rates borne by the Mortgage Loans ranged
from 5.250% per annum to 13.200% per annum and the weighted average Mortgage    
Rate of the Mortgage Loans was approximately 7.963% per annum.                  

 REMAINING MONTHS TO STATED MATURITY

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF REMAINING         MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
TERMS (MONTHS)               LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------         -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
169 to 180................     137  $   16,266,237    0.73%   8.080%    639     $118,732    75.42%   37.03%   79.83%  26.67%
229 to 240................       2         337,208    0.02    8.365     617      168,604    88.17    44.67    35.89    0.00 
349 to 360................  10,616   2,217,923,682   99.26    7.962     652      208,923    82.81    42.65    62.63   22.72 
                            ------  --------------  ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................  10,755  $2,234,527,127  100.00%   7.963%    652     $207,766    82.76%   42.61%   62.75%  22.75%
                            ======  ==============  ======    =====     ===     ========    =====    =====    =====   ===== 

As of the Cut-off Date, the remaining term to stated maturity of the  
Mortgage Loans ranged from 178 months to 360 months and the weighted average    
term to stated maturity of the Mortgage Loans was approximately 358 months      

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 ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
RANGE OF ORIGINAL             OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
MORTGAGE LOAN              MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PRINCIPAL BALANCES           LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------         -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
$50,000 or less...........     350  $   14,705,572    0.66%   9.270%    625    $   42,016   83.41%   36.35%   88.23%   1.79%
$50,001 to $100,000.......   2,272     173,089,304    7.75    8.790     629        76,184   84.80    40.00    84.32    4.39 
$100,001 to $150,000......   2,341     293,164,014   13.12    8.349     632       125,230   83.56    41.76    78.17    9.98 
$150,001 to $200,000......   1,836     319,673,029   14.31    8.090     640       174,114   82.51    42.25    70.51   13.89 
$200,001 to $250,000......   1,211     270,461,178   12.10    8.014     645       223,337   83.35    43.43    63.91   16.28 
$250,001 to $300,000......     705     192,892,436    8.63    7.877     657       273,606   83.04    43.15    58.89   23.24 
$300,001 to $350,000......     499     162,400,948    7.27    7.764     661       325,453   82.69    44.31    50.57   26.85 
$350,001 to $400,000......     370     138,205,106    6.18    7.733     662       373,527   82.10    44.23    49.51   25.15 
$400,001 to $450,000......     300     127,907,222    5.72    7.834     659       426,357   83.12    43.88    45.06   31.39 
$450,001 to $500,000......     220     104,588,958    4.68    7.698     666       475,404   82.53    44.47    40.80   33.74 
$500,001 to $550,000......     191     100,229,639    4.49    7.574     675       524,763   82.21    44.77    42.41   36.63 
$550,001 to $600,000......     142      81,747,128    3.66    7.656     665       575,684   82.69    43.27    47.26   28.92 
$600,001 to $650,000......      76      47,543,670    2.13    7.754     666       625,575   83.72    43.09    50.02   40.75 
$650,001 to $700,000......      55      37,137,261    1.66    7.621     669       675,223   82.24    40.47    60.04   49.30 
$700,001 to $750,000......      33      23,965,499    1.07    7.315     680       726,227   80.23    37.63    66.65   30.52 
$750,001 to $800,000......      39      30,410,741    1.36    7.294     679       779,763   79.01    41.53    77.00   58.78 
$800,001 to $850,000......      17      14,035,168    0.63    7.419     681       825,598   79.34    40.83    64.65   46.81 
$850,001 to $900,000......      23      20,177,365    0.90    7.131     679       877,277   80.45    40.54    69.39   21.88 
$900,001 to $950,000......      12      11,200,307    0.50    7.474     695       933,359   79.24    43.49    58.13   58.32 
$950,001 to $1,000,000....      14      13,694,968    0.61    7.647     673       978,212   81.07    38.06    71.44   57.10 
$1,000,001 or greater.....      49      57,297,615    2.56    7.116     699     1,169,339   77.70    38.98    79.35   62.15 
                            ------  --------------  ------    -----     ---    ----------   -----    -----    -----   ----- 
   Total..................  10,755  $2,234,527,127  100.00%   7.963%    652    $  207,766   82.76%   42.61%   62.75%  22.75%
                            ======  ==============  ======    =====     ===    ==========   =====    =====    =====   ===== 

    As of the Cut-off Date, the outstanding principal balances of the Mortgage
Loans ranged from approximately $24,983 to approximately $1,579,094 and the     
average outstanding principal balance of the Mortgage Loans was approximately   
$207,766.                                                                       

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 PRODUCT TYPES

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PRODUCT TYPES                LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Balloon - 30/50 ..........     385  $   65,234,950    2.92%  9.218%     630     $169,441   86.99%   43.53%   74.06%    0.00%
ARM - 1 Year/6 Month .....      18       3,406,594    0.15   7.903      620      189,255   81.00    44.71    88.10     0.00 
ARM - 2 Year/6 Month (50                                                                                                    
   due in 30) ............   1,821     472,993,993   21.17   7.866      645      259,744   82.42    44.10    58.67     0.00 
ARM - 3 Year/6 Month (50                                                                                                    
   due in 30) ............     640     166,341,671    7.44   7.805      647      259,909   82.34    43.60    57.05     0.00 
ARM - 5 Year/6 Month (50                                                                                                    
   due in 30) ............      48      10,262,986    0.46   7.484      656      213,812   77.64    42.83    60.10     0.00 
15 Year Fixed Loans ......     132      15,746,969    0.70   8.031      640      119,295   74.98    36.97    79.17    25.82 
15/30 Balloon Loans ......       5         519,268    0.02   9.594      610      103,854   88.86    38.76   100.00    52.45 
20 Year Fixed Loans ......       2         337,208    0.02   8.365      617      168,604   88.17    44.67    35.89     0.00 
2/28 LIBOR Loans .........   2,579     572,863,973   25.64   7.810      663      222,126   82.84    42.40    58.80    51.30 
2/28 LIBOR Loans (40 due                                                                                                    
   in 30) ................     636     136,983,757    6.13   8.034      638      215,383   83.34    43.87    58.63     0.00 
30 Year Fixed Loans ......   2,438     324,157,584   14.51   8.496      646      132,960   83.61    40.57    81.75    13.07 
30/40 Balloon Loans ......     227      36,472,546    1.63   8.449      645      160,672   83.30    42.82    78.97     0.00 
3/27 LIBOR Loans .........   1,323     311,387,556   13.94   7.628      666      235,365   82.02    41.92    56.67    47.75 
3/27 LIBOR Loans (40 due                                                                                                    
   in 30) ................     351      81,410,837    3.64   8.026      641      231,940   83.70    42.16    56.91     0.00 
5/25 LIBOR Loans .........     118      29,484,721    1.32   7.284      679      249,871   77.82    42.33    67.54    57.95 
5/25 LIBOR Loans (40 due                                                                                                    
   in 30) ................      22       4,231,675    0.19   8.183      627      192,349   82.48    43.91    84.88     0.00 
Six Month LIBOR Loans ....      10       2,690,840    0.12   7.462      657      269,084   84.61    46.77    74.13    74.61 
                            ------  --------------  ------   -----      ---     --------   -----    -----   ------    ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====   ======    ===== 

 AMORTIZATION TYPE

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
AMORTIZATION TYPE            LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-----------------          -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Fully Amortizing .........   5,023  $  751,998,312   33.65%  8.184%     646     $149,711   83.18%   40.69%   68.22%    0.00%
Balloon ..................   4,135     974,451,682   43.61   8.003      643      235,659   82.93    43.72    60.18     0.03 
60 Month Interest-Only ...   1,535     490,991,591   21.97   7.572      679      319,864   81.93    43.36    59.28   100.00 
120 Month Interest-Only ..      62      17,085,542    0.76   7.173      682      275,573   77.75    42.79    68.67   100.00 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----   ------ 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====   ====== 

 ADJUSTMENT TYPE

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
ADJUSTMENT TYPE              LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------------            -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
ARM.......................   7,566  $1,792,058,602   80.20%  7.810%     654     $236,857   82.50%   43.00%   58.42%   25.76%
Fixed Rate................   3,189     442,468,525   19.80   8.583      644      138,748   83.78    41.07    80.28    10.55 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total..................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

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GEOGRAPHIC DISTRIBUTIONS OF MORTGAGED PROPERTIES

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
GEOGRAPHIC DISTRIBUTIONS     LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------------   -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Alabama ..................     123  $   15,344,158    0.69%  8.748%     634     $124,749   87.93%   42.27%    89.07%   9.48%
Arizona ..................     262      55,979,693    2.51   7.743      653      213,663   80.99    43.05     66.52   33.59 
Arkansas .................      49       5,534,162    0.25   8.889      626      112,942   86.93    35.63     94.52    0.00 
California ...............   1,149     477,940,334   21.39   7.291      673      415,962   79.46    43.69     57.91   44.76 
Colorado .................     162      33,393,767    1.49   8.122      646      206,134   84.01    41.57     70.03   12.99 
Connecticut ..............      57      13,404,764    0.60   7.994      649      235,171   81.04    40.42     63.63    4.53 
Delaware .................       9       1,889,119    0.08   8.501      613      209,902   87.60    38.75     76.11    6.57 
District of Columbia .....      10       3,036,840    0.14   7.414      644      303,684   76.67    42.18     54.33   10.27 
Florida ..................     996     225,727,197   10.10   7.870      655      226,634   80.88    42.67     54.77   16.21 
Georgia ..................     542      93,433,255    4.18   8.543      632      172,386   86.09    42.06     75.66   15.32 
Idaho ....................      65       9,858,085    0.44   7.884      634      151,663   81.16    42.17     83.24   13.07 
Illinois .................     648     136,475,028    6.11   8.279      646      210,610   85.16    42.73     52.26   10.46 
Indiana ..................     352      32,064,832    1.43   9.161      624       91,093   90.65    40.56     80.46    4.23 
Iowa .....................      69       6,846,949    0.31   9.255      614       99,231   88.86    39.75     85.68    3.60 
Kansas ...................      54       6,121,903    0.27   8.861      617      113,369   88.46    39.90     93.45    3.82 
Kentucky .................     106      11,409,847    0.51   8.884      626      107,640   88.77    39.56     87.29    7.13 
Louisiana ................      39       4,799,975    0.21   8.700      628      123,076   86.84    43.48     85.75   12.26 
Maine ....................      34       5,165,229    0.23   8.101      640      151,918   86.03    42.00     78.02   30.41 
Maryland .................     204      59,973,044    2.68   7.841      650      293,986   81.57    43.67     61.41   29.09 
Massachusetts ............     140      38,001,262    1.70   8.076      655      271,438   83.00    42.86     65.31   13.16 
Michigan .................     459      62,602,395    2.80   8.473      643      136,389   86.86    40.73     62.00   12.28 
Minnesota ................     148      32,348,919    1.45   8.130      652      218,574   83.55    41.26     61.06   27.54 
Mississippi ..............      32       3,888,609    0.17   8.227      644      121,519   84.59    44.33     83.28    9.55 
Missouri .................     181      21,445,664    0.96   8.653      633      118,484   86.59    41.49     75.65    5.12 
Montana ..................       9       1,810,815    0.08   8.276      635      201,202   81.02    33.47     82.43   19.55 
Nebraska .................      30       3,181,055    0.14   8.943      629      106,035   89.27    38.76     77.76    6.56 
Nevada ...................     131      31,239,210    1.40   7.750      646      238,467   80.48    42.50     70.61   22.90 
New Hampshire ............      28       5,146,574    0.23   8.118      648      183,806   82.88    45.23     56.77    4.73 
New Jersey ...............     239      69,329,500    3.10   8.084      654      290,082   83.47    44.11     37.17   24.18 
New Mexico ...............      41       7,646,389    0.34   8.010      651      186,497   80.35    40.96     76.97   17.07 
New York .................     621     164,615,314    7.37   7.843      663      265,081   82.70    43.84     37.75   22.24 
North Carolina ...........     374      54,568,350    2.44   8.470      637      145,905   85.25    41.11     79.84   20.18 
North Dakota .............       3         309,151    0.01   8.679      594      103,050   80.34    40.96    100.00    0.00 
Ohio .....................     450      49,557,263    2.22   8.898      631      110,127   89.39    40.48     80.28    7.42 
Oklahoma .................      44       4,408,991    0.20   8.718      625      100,204   85.28    39.84     93.04    2.82 
Oregon ...................     262      54,894,735    2.46   7.551      659      209,522   81.25    41.67     77.99   25.56 
Pennsylvania .............     218      27,496,614    1.23   8.586      633      126,131   86.93    40.95     69.83    8.40 
Rhode Island .............      36       8,760,118    0.39   7.985      654      243,337   83.87    42.42     80.25   14.82 
South Carolina ...........     151      23,512,185    1.05   8.520      640      155,710   86.43    39.81     82.75   27.85 
South Dakota .............       6         664,284    0.03   8.605      635      110,714   88.56    44.67     71.87   21.08 
Tennessee ................     388      45,935,710    2.06   8.440      633      118,391   84.64    42.96     81.18    5.92 
Texas ....................     776      93,318,429    4.18   8.307      637      120,256   82.89    42.04     72.00    6.72 
Utah .....................     368      78,083,447    3.49   7.903      648      212,183   82.72    41.57     71.33   22.75 
Vermont ..................      12       1,793,563    0.08   8.154      628      149,464   80.11    44.38     94.17    0.00 
Virginia .................     111      28,063,797    1.26   8.188      651      252,827   84.70    44.31     55.18   23.34 
Washington ...............     364      94,225,108    4.22   7.668      652      258,860   80.68    42.41     72.93   20.75 
West Virginia ............      21       3,572,327    0.16   8.740      616      170,111   82.23    40.48     75.07   17.69 
Wisconsin ................     176      24,108,152    1.08   8.575      637      136,978   86.83    43.86     65.61    5.71 
Wyoming ..................       6       1,601,017    0.07   7.531      666      266,836   81.51    44.69     78.85   21.15 
                            ------  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%    62.75%  22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

   No more than approximately 0.22% of the Mortgage Loans will be secured by
mortgaged properties located in any one zip code.                               

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 ORIGINAL LOAN-TO-VALUE RATIOS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF ORIGINAL          MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN-TO-VALUE RATIOS         LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
--------------------       -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
50.00% or less ...........     183  $   25,737,917    1.15%   7.064%    659     $140,644   40.54%   38.44%   69.97%    9.43%
50.01% to 55.00% .........      66      12,568,135    0.56    7.062     672      190,426   52.28    38.23    62.12    21.81 
55.01% to 60.00% .........     114      20,538,384    0.92    7.109     652      180,161   58.16    36.77    61.39    15.94 
60.01% to 65.00% .........     174      31,765,498    1.42    7.229     646      182,560   63.45    38.42    60.76    15.46 
65.01% to 70.00% .........     236      53,607,207    2.40    7.259     648      227,149   68.60    36.17    55.96     9.36 
70.01% to 75.00% .........     338      70,204,521    3.14    7.466     643      207,706   73.83    40.33    60.93    22.29 
75.01% to 80.00% .........   5,500   1,277,563,198   57.17    7.557     660      232,284   79.86    43.15    63.51    28.49 
80.01% to 85.00% .........     588     112,378,134    5.03    8.124     627      191,119   84.36    42.30    66.39    16.57 
85.01% to 90.00% .........   1,208     233,205,335   10.44    8.295     634      193,051   89.53    42.21    62.82    14.81 
90.01% to 95.00% .........     876     177,419,839    7.94    8.557     652      202,534   94.79    42.75    59.28    12.87 
95.01% to 100.00% ........   1,472     219,538,958    9.82   10.084     643      149,143   99.95    44.18    61.09    15.64 
                            ------  --------------  ------   ------     ---     --------   -----    -----    -----    ----- 
   Total .................  10,755  $2,234,527,127  100.00%   7.963%    652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   ======     ===     ========   =====    =====    =====    ===== 

   As of the Cut-off Date, the original loan-to-value ratios of the Mortgage
Loans ranged from 11.07% to 100.00%.                                            

 COMBINED LOAN-TO-VALUE RATIOS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF COMBINED          MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN-TO-VALUE RATIOS         LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
--------------------       -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
50.00% or less ...........     181  $   25,399,979    1.14%  7.066%     660     $140,331   40.59%   38.35%   69.57%    9.55%
50.01% to 55.00% .........      67      12,636,073    0.57   7.059      672      188,598   52.22    38.20    62.33    21.69 
55.01% to 60.00% .........     113      20,451,515    0.92   7.107      652      180,987   58.16    36.72    61.22    16.01 
60.01% to 65.00% .........     171      31,229,358    1.40   7.230      646      182,628   63.47    38.37    60.29    15.72 
65.01% to 70.00% .........     230      47,951,052    2.15   7.310      645      208,483   68.51    36.49    54.78     6.08 
70.01% to 75.00% .........     321      61,411,875    2.75   7.537      639      191,314   73.76    40.62    56.37    20.02 
75.01% to 80.00% .........   1,155     236,711,405   10.59   7.411      645      204,945   79.21    40.67    61.95    17.80 
80.01% to 85.00% .........     605     117,737,670    5.27   8.054      628      194,608   83.89    42.36    66.90    16.74 
85.01% to 90.00% .........   1,318     273,719,148   12.25   8.101      639      207,678   87.96    42.04    64.56    18.32 
90.01% to 95.00% .........   1,020     227,934,838   10.20   8.289      657      223,466   91.35    42.81    63.98    17.26 
95.01% to 100.00% ........   5,574   1,179,344,214   52.78   8.081      659      211,580   83.71    43.83    62.45    27.85 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

   As of the Cut-off Date, the Combined Loan-to-Value Ratios of the Mortgage
Loans ranged from 11.07% to 100.00% and the weighted average Combined           
Loan-to-Value Ratio for Mortgage Loans was approximately 91.91%. This table was 
calculated using the Combined Loan-to-Value Ratio for Mortgage Loans that are in
a second lien position and for Mortgage Loans that are in a first lien position 
with subordinate financing. Approximately 47.41% of the Mortgage Loans are in a 
first lien position with subordinate financing and the weighted average Combined
Loan-to-Value Ratio for such Mortgage Loans was approximately 99.16%.           

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DEBT-TO-INCOME RATIOS 

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF                   MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
DEBT-TO-INCOME RATIOS        LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------------------      -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
20.00% or less ...........     399  $   83,586,814    3.74%   7.606     656     $209,491   79.33%   13.83%    89.68%  22.46%
20.01% to 25.00% .........     404      62,592,662    2.80    7.937     654      154,932   80.99    23.37     80.89   15.89 
25.01% to 30.00% .........     653     105,921,911    4.74    7.925     649      162,208   81.67    28.19     70.45   16.64 
30.01% to 35.00% .........   1,004     182,774,788    8.18    7.953     651      182,047   81.65    33.26     66.62   21.73 
35.01% to 40.00% .........   1,471     288,519,806   12.91    7.926     653      196,139   82.26    38.12     60.29   21.52 
40.01% to 45.00% .........   2,124     453,569,538   20.30    7.983     656      213,545   82.74    43.14     52.52   21.04 
45.01% to 50.00% .........   2,831     668,614,023   29.92    8.101     654      236,176   83.66    48.20     49.93   26.43 
50.01% to 55.00% .........   1,868     388,704,613   17.40    7.825     645      208,086   83.43    53.27     85.93   22.66 
55.01% to 60.00% .........       1         242,971    0.01    6.300     611      242,971   80.00    56.00    100.00    0.00 
                            ------  --------------  ------    -----     ---     --------   -----    -----    ------   ----- 
   Total .................  10,755  $2,234,527,127  100.00%   7.963     652     $207,766   82.76%   42.61%    62.75%  22.75%
                            ======  ==============  ======    =====     ===     ========   =====    =====    ======   ===== 

 As of the Cut-off Date, the Debt-to-Income Ratios of the Mortgage Loans
ranged from 1.00% to 56.00% and the weighted average Debt-to-Income Ratio for   
Mortgage Loans with Debt-to-Income Ratios was approximately 42.61%.             

LOAN PURPOSE

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN PURPOSE                 LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------               -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Purchase .................   6,462  $1,336,047,831   59.79%  8.023%     659     $206,755   83.82%   43.16%   64.06%   27.52%
Refinance - Cashout ......   3,742     788,432,151   35.28   7.896      642      210,698   81.20    41.88    58.48    15.17 
Refinance - Rate Term ....     551     110,047,145    4.92   7.709      650      199,723   80.94    41.27    77.46    19.17 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

 TYPES OF MORTGAGED PROPERTIES

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PROPERTY TYPE                LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Single Family.............   7,990  $1,545,152,863   69.15%  8.002%     649     $193,386   82.93%   42.23%    63.55%  21.12%
Planned Unit Development..   1,686     417,299,109   18.68   7.900      654      247,508   82.39    43.17     68.52   25.64 
Two- to Four-Family.......     433     137,481,685    6.15   7.628      680      317,510   81.32    44.16     39.19   27.75 
Condominium...............     642     133,989,335    6.00   8.048      662      208,706   83.33    43.65     59.68   27.49 
Modular Housing...........       4         604,135    0.03   7.415      620      151,034   81.61    47.73    100.00    0.00 
                            ------  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total..................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%    62.75%  22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

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 DOCUMENTATION SUMMARY

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
DOCUMENTATION                LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Full Documentation .......   7,573  $1,402,239,538   62.75%  7.892%     645     $185,163   82.66%   42.17%   100.00%  21.61%
Stated Income ............   1,912     505,926,210   22.64   8.023      677      264,606   81.22    43.33      0.00   31.49 
Rapid ....................   1,122     284,197,663   12.72   8.079      644      253,296   84.72    43.26      0.00   12.48 
Stated Plus ..............      75      25,163,024    1.13   9.456      656      335,507   96.63    44.76      0.00   21.77 
Limited Income                                                                                                              
Verification .............      63      15,182,659    0.68   7.772      652      240,995   83.07    43.90      0.00   33.16 
Blended ..................      10       1,818,033    0.08   8.794      637      181,803   86.56    45.00      0.00    0.00 
                            ------  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%    62.75%  22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

 OCCUPANCY TYPES

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
OCCUPANCY                    LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------                  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Primary ..................  10,154  $2,143,151,106   95.91%  7.973%     651     $211,065   82.79%   42.82%   61.80%   22.56%
Investment ...............     548      80,913,378    3.62   7.673      692      147,652   81.28    37.91    85.46    28.13 
Second Home ..............      53      10,462,643    0.47   8.130      687      197,408   87.50    37.14    81.44    19.93 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

 The information set forth above with respect to occupancy is based upon
representations of the related mortgagors at the time of origination.           

 MORTGAGE LOAN AGE SUMMARY

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
MORTGAGE LOAN              MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
AGE (MONTHS)                 LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
<= 0 .....................   3,705  $  744,496,447   33.32%  7.981%     652     $200,944   82.52%   42.62%   65.96%   21.20%
1 ........................   6,510   1,373,279,986   61.46   7.951      652      210,949   82.87    42.50    61.26    23.21 
2 ........................     530     115,509,836    5.17   7.968      651      217,943   82.86    43.87    59.54    27.54 
3 ........................      10       1,240,858    0.06   9.315      618      124,086   91.21    41.71    88.74     0.00 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

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

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 ORIGINAL PREPAYMENT CHARGE TERM

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
ORIGINAL PREPAYMENT        MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
CHARGE TERM                  LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------        -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
None .....................   3,706  $  821,432,239   36.76%  8.079%     655     $221,649   83.11%   42.15%   59.98%   22.10%
12 Months ................     516     131,656,614    5.89   8.221      659      255,148   82.60    42.66    52.67    30.76 
24 Months ................   3,587     802,975,936   35.93   7.764      651      223,857   82.45    43.43    61.38    23.55 
36 Months ................   2,946     478,462,337   21.41   8.026      648      162,411   82.71    42.03    72.60    20.31 
                            ------  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%   62.75%   22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

    The weighted average prepayment charge term at origination with respect to
the Mortgage Loans having prepayment charges is approximately 27 months.        

 CREDIT SCORES

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                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF CREDIT SCORES       LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------------     -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
526 to 550 ...............     160  $   22,043,193    0.99%  9.146%     546     $137,770   77.45%   40.68%    87.70%  11.62%
551 to 575 ...............     558      72,624,002    3.25   8.879      565      130,151   79.54    40.81     77.90    4.17 
576 to 600 ...............   1,092     155,651,470    6.97   9.488      590      142,538   86.89    42.10     82.22   12.53 
601 to 625 ...............   2,684     470,944,111   21.08   8.360      613      175,464   83.64    43.65     78.89    9.97 
626 to 650 ...............   2,171     456,161,701   20.41   8.093      639      210,116   83.84    42.95     61.33   11.02 
651 to 675 ...............   1,798     422,408,761   18.90   7.656      663      234,933   82.05    42.52     49.87   27.60 
676 to 700 ...............   1,027     270,574,257   12.11   7.383      687      263,461   81.81    42.28     49.42   40.35 
701 to 725 ...............     617     181,698,206    8.13   7.142      711      294,487   81.16    42.17     56.16   46.40 
726 to 750 ...............     320      90,447,611    4.05   7.306      737      282,649   82.16    41.97     48.26   43.24 
751 to 775 ...............     201      55,544,260    2.49   7.258      762      276,340   81.42    42.08     53.87   42.79 
776 to 800 ...............     105      30,769,699    1.38   6.831      786      293,045   78.41    40.25     72.22   34.51 
801 to 809 ...............      15       4,237,423    0.19   6.675      804      282,495   64.55    39.13     80.96   36.35 
810 to 820 ...............       7       1,422,433    0.06   6.598      813      203,205   70.13    40.54    100.00   62.63 
                            ------  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................  10,755  $2,234,527,127  100.00%  7.963%     652     $207,766   82.76%   42.61%    62.75%  22.75%
                            ======  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

    The Credit Scores of the Mortgage Loans that were scored as of the Cut-off
Date ranged from 540 to 819 and the weighted average Credit Score of the        
Mortgage Loans that were scored as of the Cut-off Date was approximately 652.   

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 GROSS MARGINS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF GROSS MARGINS       LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------------     -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
2.501% to 3.000% .........     182  $   80,398,325    4.49%  6.979%     697     $441,749   78.95%   40.48%   66.40%   55.64%
4.501% to 5.000% .........      29       4,872,705    0.27   8.587      607      168,024   83.88    42.22    54.00    14.60 
5.001% to 5.500% .........   5,026   1,209,905,485   67.51   7.571      655      240,729   78.59    43.07    59.66    28.35 
5.501% to 6.000% .........   1,165     255,439,784   14.25   8.156      633      219,262   88.27    42.89    59.04    15.07 
6.001% to 6.500% .........   1,164     241,442,302   13.47   8.900      660      207,425   97.18    43.61    49.02    14.36 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................   7,566  $1,792,058,602  100.00%  7.810%     654     $236,857   82.50%   43.00%   58.42%   25.76%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

   As of the Cut-off Date, the Gross Margin for the Adjustable Rate Mortgage
Loans ranged from 2.750% per annum to 6.400% per annum and the weighted average 
Gross Margin of the Adjustable Rate Mortgage Loans was approximately 5.485% per 
annum.                                                                          

MAXIMUM MORTGAGE RATES
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF MAXIMUM           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
MORTGAGE RATES               LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------           -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
11.500% or less ..........       5  $    1,156,720    0.06%   5.345%    710     $231,344    59.07%  49.35%   100.00%  41.50%
11.501% to 12.000% .......      88      31,659,713    1.77    5.853     716      359,769    71.66   37.21     82.53   56.70 
12.001% to 12.500% .......     318     105,900,554    5.91    6.315     694      333,021    77.66   44.02     82.46   53.50 
12.501% to 13.000% .......     791     245,289,041   13.69    6.819     678      310,100    79.23   42.59     67.15   38.83 
13.001% to 13.500% .......   1,239     321,044,139   17.91    7.289     661      259,116    80.15   42.98     62.54   31.75 
13.501% to 14.000% .......   1,844     436,820,457   24.38    7.775     651      236,887    81.65   43.18     53.83   22.81 
14.001% to 14.500% .......   1,242     258,203,497   14.41    8.269     642      207,893    83.28   42.99     56.23   16.52 
14.501% to 15.000% .......   1,057     210,981,194   11.77    8.756     633      199,604    86.32   43.30     52.76   13.81 
15.001% to 15.500% .......     505      89,832,584    5.01    9.251     626      177,886    90.44   43.15     49.45    9.17 
15.501% to 16.000% .......     314      58,432,566    3.26    9.750     625      186,091    92.94   42.83     40.25    8.95 
16.001% to 16.500% .......     114      22,542,803    1.26   10.243     638      197,744    96.53   44.55     23.01   15.24 
16.501% to 17.000% .......      36       6,845,943    0.38   10.750     634      190,165    98.89   40.23     26.37   16.14 
17.001% to 17.500% .......       9       1,872,917    0.10   11.276     633      208,102    99.57   43.39     13.89    0.00 
17.501% to 18.000% .......       4       1,476,474    0.08   11.650     630      369,119   100.00   47.51      3.66    0.00 
                             -----  --------------  ------   ------     ---     --------   ------   -----    ------   ----- 
   Total .................   7,566  $1,792,058,602  100.00%   7.810%    654     $236,857    82.50%  43.00%    58.42%  25.76%
                             =====  ==============  ======   ======     ===     ========   ======   =====    ======   ===== 

    As of the Cut-off Date, the Maximum Mortgage Rates for the Adjustable Rate
Mortgage Loans ranged from 11.250% per annum to 17.800% per annum and the       
weighted average Maximum Mortgage Rate of the Adjustable Rate Mortgage Loans was
approximately 13.810% per annum.                                                

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 NEXT RATE ADJUSTMENT DATE
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    MORTGAGE  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
NEXT RATE ADJUSTMENT DATE    LOANS    OUTSTANDING    POOL    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------------  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
August 2007 ..............       8  $    2,386,740    0.13%  7.379%     663     $298,343   84.77%   46.78%    83.58%  84.11%
September 2007 ...........       2         304,100    0.02   8.115      613      152,050   83.38    46.66      0.00    0.00 
February 2008 ............      10       2,522,945    0.14   7.876      623      252,294   81.49    45.45     87.94    0.00 
March 2008 ...............       8         883,649    0.05   7.981      614      110,456   79.61    42.59     88.57    0.00 
December 2008 ............       4         652,299    0.04   9.194      615      163,075   90.96    46.78    100.00    0.00 
January 2009 .............     264      64,916,232    3.62   7.665      655      245,895   81.64    43.95     54.10   30.64 
February 2009 ............   3,040     730,098,355   40.74   7.835      653      240,164   82.76    43.03     57.62   25.32 
March 2009 ...............   1,728     387,174,835   21.61   7.933      652      224,060   82.84    43.54     61.51   23.02 
December 2009 ............       1          58,145    0.00   9.900      550       58,145   85.00    17.00    100.00    0.00 
January 2010 .............     103      25,074,984    1.40   7.774      653      243,446   82.74    43.22     56.44   32.13 
February 2010 ............   1,364     339,799,289   18.96   7.726      657      249,120   82.70    42.51     53.96   26.70 
March 2010 ...............     846     194,207,645   10.84   7.755      656      229,560   81.72    42.28     61.86   25.69 
January 2012 .............       9       3,088,968    0.17   7.647      688      343,219   86.57    47.32     61.24   35.79 
February 2012 ............     113      26,167,103    1.46   7.339      670      231,567   77.38    41.33     64.23   43.74 
March 2012 ...............      66      14,723,311    0.82   7.508      662      223,080   77.98    43.86     74.55   30.79 
                             -----  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................   7,566  $1,792,058,602  100.00%  7.810%     654     $236,857   82.50%   43.00%    58.42%  25.76%
                             =====  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

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THE GROUP ONE MORTGAGE LOANS

 MORTGAGE RATES FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF MORTGAGE RATES      LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-----------------------    -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
5.500% or less ...........       4   $  1,027,536     0.12%   5.338%    712     $256,884    56.44%  50.41%   100.00%  46.71%
5.501% to 6.000% .........      86     19,379,271     2.23    5.858     726      225,340    63.67   40.01     91.20   26.11 
6.001% to 6.500% .........     209     54,281,750     6.24    6.299     698      259,721    73.94   43.22     78.47   29.82 
6.501% to 7.000% .........     383     89,428,156    10.29    6.821     672      233,494    77.63   43.34     67.89   25.88 
7.001% to 7.500% .........     580    131,716,096    15.15    7.299     657      227,097    79.67   44.27     61.45   25.06 
7.501% to 8.000% .........     886    187,884,397    21.61    7.785     645      212,059    81.68   44.01     57.08   16.25 
8.001% to 8.500% .........     669    127,944,504    14.72    8.278     632      191,247    83.41   43.80     59.31    8.74 
8.501% to 9.000% .........     662    118,532,006    13.63    8.764     624      179,051    86.52   44.21     59.34   10.11 
9.001% to 9.500% .........     353     56,727,995     6.52    9.275     616      160,703    89.51   44.14     56.92    7.69 
9.501% to 10.000% ........     273     43,858,370     5.04    9.757     611      160,653    91.16   44.09     56.58    8.57 
10.001% to 10.500% .......     100     16,056,401     1.85   10.256     626      160,564    95.71   45.07     45.01   16.48 
10.501% to 11.000% .......      63      9,176,824     1.06   10.775     617      145,664    98.50   43.95     66.89   20.66 
11.001% to 11.500% .......      34      4,998,783     0.57   11.284     610      147,023    99.70   46.85     60.98   22.69 
11.501% to 12.000% .......      50      7,737,087     0.89   11.786     601      154,742   100.00   47.30     73.66   19.41 
12.001% to 12.500% .......       5        687,814     0.08   12.074     590      137,563   100.00   44.48    100.00    0.00 
                             -----   ------------   ------   ------     ---     --------   ------   -----    ------   ----- 
   Total .................   4,357   $869,436,991   100.00%   8.013%    645     $199,549    82.67%  43.92%    61.68%  16.89%
                             =====   ============   ======   ======     ===     ========   ======   =====    ======   ===== 

As of the Cut-off Date, Mortgage Rates borne by the Group One Mortgage
Loans ranged from 5.250% per annum to 12.150% per annum and the weighted average
Mortgage Rate of the Group One Mortgage Loans was approximately 8.013% per      
annum.                                                                          

REMAINING MONTHS TO STATED MATURITY FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF REMAINING         MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
TERMS (MONTHS)               LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------         -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
169 to 180 ...............      47   $  7,143,411     0.82%  8.006%     650     $151,987   76.61%   41.96%   65.68%   36.13%
229 to 240 ...............       1        216,170     0.02   8.850      568      216,170   84.90    40.00     0.00     0.00 
349 to 360 ...............   4,309    862,077,411    99.15   8.013      645      200,064   82.72    43.94    61.67    16.74 
                             -----   ------------   ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    =====    ===== 

    As of the Cut-off Date, the remaining term to stated maturity of the Group
One Mortgage Loans ranged from 178 months to 360 months and the weighted average
term to stated maturity of the Group One Mortgage Loans was approximately 358   
months.                                                                         

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ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE                     WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
RANGE OF ORIGINAL             OF       PRINCIPAL    PERCENT WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
MORTGAGE LOAN              MORTGAGE     BALANCE    OF GROUP  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PRINCIPAL BALANCES           LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------         -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
$50,000 or less...........      25   $  1,116,520     0.13%  9.644%     596     $ 44,661   72.51%   39.96%   91.39%    4.48%
$50,001 to $100,000.......     570     46,501,606     5.35   8.755      626       81,582   84.03    41.21    84.41     4.91 
$100,001 to $150,000......   1,131    142,790,488    16.42   8.383      628      126,252   83.51    43.28    79.73    10.01 
$150,001 to $200,000......     937    162,774,317    18.72   8.053      635      173,719   81.82    43.22    71.18    12.07 
$200,001 to $250,000......     567    126,474,857    14.55   8.081      636      223,060   83.53    44.44    62.52    11.39 
$250,001 to $300,000......     307     83,698,333     9.63   7.860      649      272,633   83.13    43.66    58.62    19.32 
$300,001 to $350,000......     303    100,034,732    11.51   7.731      659      330,148   82.10    45.05    50.30    24.28 
$350,001 to $400,000......     347    129,681,691    14.92   7.757      662      373,722   82.19    45.00    48.50    24.85 
$400,001 to $450,000......     106     43,972,633     5.06   7.656      668      414,836   82.19    44.47    39.49    27.32 
$450,001 to $500,000......      34     16,362,287     1.88   7.613      679      481,244   80.95    44.85    11.59    38.17 
$500,001 to $550,000......      25     12,885,870     1.48   7.714      685      515,435   82.06    44.46    19.89    36.15 
$550,001 to $600,000......       3      1,744,920     0.20   6.516      729      581,640   80.00    47.01   100.00    33.24 
$650,001 to $700,000......       1        679,830     0.08   6.150      742      679,830   80.00    29.00   100.00     0.00 
$700,001 to $750,000......       1        718,906     0.08   7.400      673      718,906   80.00    45.00   100.00     0.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----   ------    ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====   ======    ===== 

     As of the Cut-off Date, the outstanding principal balances of the Group One
Mortgage Loans ranged from approximately $30,000 to approximately $718,906 and  
the average outstanding principal balance of the Group One Mortgage Loans was   
approximately $199,549.                                                         

PRODUCT TYPES FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE                     WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL    PERCENT WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    OF GROUP  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PRODUCT TYPES                LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Balloon - 30/50...........     151   $ 28,326,315     3.26%  8.896%     640     $187,591   85.48%   44.54%   65.12%    0.00%
ARM - 1 Year/6 Month......       8      1,331,316     0.15   8.473      611      166,415   84.27    48.86    83.34     0.00 
ARM - 2 Year/6 Month (50                                                                                                    
   due in 30).............     716    165,803,186    19.07   7.928      637      231,569   82.50    45.11    59.27     0.00 
ARM - 3 Year/6 Month (50                                                                                                    
   due in 30).............     335     79,336,825     9.13   7.832      643      236,826   82.25    44.90    58.42     0.00 
ARM - 5 Year/6 Month (50                                                                                                    
   due in 30).............      27      6,291,803     0.72   7.286      651      233,030   75.01    44.25    60.55     0.00 
15 Year Fixed Loans.......      45      6,871,061     0.79   8.004      651      152,690   76.36    42.10    64.32    33.60 
15/30 Balloon Loans.......       2        272,350     0.03   8.063      624      136,175   82.88    38.57   100.00   100.00 
20 Year Fixed Loans.......       1        216,170     0.02   8.850      568      216,170   84.90    40.00     0.00     0.00 
2/28 LIBOR Loans..........     940    186,477,211    21.45   7.989      648      198,380   83.53    43.79    59.06    38.65 
2/28 LIBOR Loans (40 due                                                                                                    
   in 30).................     284     57,586,785     6.62   8.171      634      202,770   83.95    44.58    55.54     0.00 
30 Year Fixed Loans.......     831    129,643,311    14.91   8.230      648      156,009   81.76    42.11    78.96    12.64 
30/40 Balloon Loans.......     104     16,200,807     1.86   8.557      638      155,777   83.19    44.21    73.78     0.00 
3/27 LIBOR Loans..........     634    132,709,186    15.26   7.824      656      209,320   82.76    43.63    52.95    36.00 
3/27 LIBOR Loans (40 due                                                                                                    
   in 30).................     200     41,685,621     4.79   8.047      639      208,428   83.15    43.44    56.88     0.00 
5/25 LIBOR Loans..........      61     13,429,502     1.54   7.161      677      220,156   75.95    43.01    76.40    59.94 
5/25 LIBOR Loans (40 due                                                                                                    
   in 30).................      16      2,940,018     0.34   8.165      621      183,751   84.10    44.29    96.68     0.00 
Six Month LIBOR Loans.....       2        315,524     0.04   8.449      568      157,762   77.89    48.72    35.82     0.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----   ------   ------ 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====   ======   ====== 

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AMORTIZATION TYPE FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE                     WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL    PERCENT WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    OF GROUP  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
AMORTIZATION TYPE            LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-----------------          -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Fully Amortizing..........   1,936   $324,400,989    37.31%  8.144%     642     $167,562   82.93%   42.54%   65.18%    0.00%
Balloon...................   1,835    398,443,710    45.83   8.042      638      217,136   82.86    44.72    59.64     0.07 
60 Month Interest-Only....     553    138,542,450    15.93   7.675      670      250,529   81.91    45.01    58.42   100.00 
120 Month Interest-Only...      33      8,049,842     0.93   7.042      685      243,935   75.61    41.85    78.06   100.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----    -----   ------ 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    =====   ====== 

ADJUSTMENT TYPE FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE                     WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL    PERCENT WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    OF GROUP  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
ADJUSTMENT TYPE              LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------------            -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
ARM.......................   3,223   $687,906,977    79.12%  7.922%     645     $213,437   82.77%   44.26%   57.98%   18.59%
Fixed Rate................   1,134    181,530,014    20.88   8.355      646      160,079   82.27    42.67    75.72    10.45 
                             -----   ------------   ------   -----      ---     --------   -----    -----    -----    ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    =====    ===== 

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GEOGRAPHIC DISTRIBUTIONS OF MORTGAGED PROPERTIES
FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE                     WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL    PERCENT WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE    OF GROUP  AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
GEOGRAPHIC DISTRIBUTIONS     LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------------   -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Alabama...................      44   $  6,422,754     0.74%  8.735%     623     $145,972   87.29%   41.91%    81.88%   9.72%
Arizona...................     117     24,538,253     2.82   7.540      654      209,729   79.83    42.94     67.29   28.97 
Arkansas..................      17      1,773,185     0.20   8.083      647      104,305   86.91    42.48     88.30    0.00 
California................     391    123,924,771    14.25   7.296      665      316,943   77.48    44.48     53.40   38.33 
Colorado..................      88     16,763,608     1.93   7.937      637      190,496   82.68    42.52     79.41    9.33 
Connecticut...............      30      6,116,878     0.70   8.227      638      203,896   85.56    45.41     58.94    2.61 
Delaware..................       3        873,784     0.10   9.169      616      291,261   92.96    40.24     59.79    0.00 
District of Columbia......       5      1,750,778     0.20   7.210      660      350,156   78.48    43.66     38.61    0.00 
Florida...................     322     66,743,200     7.68   7.969      644      207,277   80.99    43.69     47.44   13.58 
Georgia...................     304     50,671,135     5.83   8.568      630      166,681   86.50    43.77     74.83   13.00 
Idaho.....................      24      4,375,094     0.50   7.733      631      182,296   78.66    43.19     87.49    7.76 
Illinois..................     359     72,820,548     8.38   8.311      640      202,843   85.35    44.38     47.30    8.50 
Indiana...................     103     10,585,346     1.22   9.090      620      102,770   90.36    40.71     80.64    2.86 
Iowa......................      28      3,611,823     0.42   9.310      617      128,994   89.82    41.86     74.73    6.83 
Kansas....................      20      2,163,159     0.25   9.135      614      108,158   89.31    43.19     87.00    7.21 
Kentucky..................      37      4,635,953     0.53   8.948      617      125,296   88.68    41.55     80.85   10.92 
Louisiana.................      11      1,511,580     0.17   7.944      631      137,416   83.23    47.30     86.77   12.91 
Maine.....................      10      1,715,369     0.20   8.150      630      171,537   86.33    42.11     88.60   37.08 
Maryland..................      96     24,017,914     2.76   8.037      643      250,187   82.83    45.09     62.70   15.33 
Massachusetts.............      73     18,273,583     2.10   8.204      651      250,323   82.57    45.91     64.90    7.60 
Michigan..................     181     25,240,001     2.90   8.576      634      139,448   88.09    44.33     62.00    4.15 
Minnesota.................      83     16,700,108     1.92   8.167      640      201,206   83.63    43.98     63.66   26.79 
Mississippi...............       8      1,003,438     0.12   8.368      615      125,430   86.72    49.71     80.28    0.00 
Missouri..................      81     10,536,898     1.21   8.574      632      130,085   87.23    43.21     80.74    2.50 
Montana...................       3        503,726     0.06   8.432      622      167,909   72.06    34.70     65.27    0.00 
Nebraska..................      12      1,614,553     0.19   9.197      631      134,546   90.63    42.21     69.11    7.03 
Nevada....................      50     10,639,193     1.22   7.710      643      212,784   79.42    43.87     61.14   21.26 
New Hampshire.............      14      2,517,346     0.29   8.366      635      179,810   85.14    46.06     62.43    0.00 
New Jersey................     133     37,137,195     4.27   7.993      654      279,227   83.10    44.71     36.03   19.20 
New Mexico................      24      4,074,827     0.47   8.080      639      169,784   81.10    39.57     67.39    5.10 
New York..................     253     73,143,743     8.41   7.607      669      289,106   80.27    44.15     38.06   20.13 
North Carolina............     226     30,139,424     3.47   8.388      630      133,360   84.27    42.64     83.19   11.48 
Ohio......................     134     16,819,385     1.93   8.912      626      125,518   90.02    41.60     76.45    5.21 
Oklahoma..................      15      1,478,891     0.17   8.294      643       98,593   83.99    41.62     93.37    8.40 
Oregon....................     128     25,828,804     2.97   7.560      654      201,788   80.84    43.50     80.45   17.26 
Pennsylvania..............      65     10,942,025     1.26   8.750      629      168,339   88.65    43.75     62.27    6.17 
Rhode Island..............      22      5,320,618     0.61   7.852      644      241,846   83.66    42.43     85.59   10.56 
South Carolina............      60      8,707,328     1.00   8.693      617      145,122   84.36    42.24     90.32   18.20 
South Dakota..............       1        169,200     0.02   8.050      612      169,200   80.00    50.00    100.00    0.00 
Tennessee.................      90     12,816,575     1.47   8.488      628      142,406   85.60    44.14     75.78    4.92 
Texas.....................     129     18,096,649     2.08   8.198      629      140,284   82.15    45.25     74.55    6.54 
Utah......................     208     38,782,985     4.46   7.945      634      186,457   82.95    43.51     76.45   18.86 
Vermont...................       9      1,323,523     0.15   8.296      624      147,058   78.58    43.18    100.00    0.00 
Virginia..................      57     13,866,472     1.59   8.165      645      243,271   83.91    44.78     57.74   11.16 
Washington................     173     41,222,600     4.74   7.643      650      238,281   80.12    44.20     76.30   15.52 
West Virginia.............      14      2,620,446     0.30   8.719      616      187,175   84.00    44.09     84.81   24.12 
Wisconsin.................      98     14,097,485     1.62   8.474      634      143,852   86.59    45.22     66.07    4.29 
Wyoming...................       4        804,841     0.09   7.819      664      201,210   82.99    44.51     57.92   42.08 
                             -----   ------------   ------   -----      ---     --------   -----    -----    ------   ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%    61.68%  16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    ======   ===== 

  No more than approximately 0.33% of the Group One Mortgage Loans will be
secured by mortgaged properties located in any one zip code.                    

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ORIGINAL LOAN-TO-VALUE RATIOS FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF ORIGINAL          MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN-TO-VALUE RATIOS         LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
--------------------       -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
50.00% or less............      85   $ 13,621,503     1.57%  6.897%     672     $160,253   39.93%   39.91%   65.18%   14.81%
50.01% to 55.00%..........      34      5,857,588     0.67   6.783      674      172,282   52.61    40.90    69.89    26.32 
55.01% to 60.00%..........      54     10,523,627     1.21   6.988      658      194,882   58.01    42.46    57.09    16.51 
60.01% to 65.00%..........      98     18,998,564     2.19   7.130      652      193,863   63.43    39.18    61.66    13.88 
65.01% to 70.00%..........     139     29,349,403     3.38   7.326      644      211,147   68.41    39.78    49.12     8.86 
70.01% to 75.00%..........     189     36,836,504     4.24   7.506      639      194,902   73.76    41.38    57.59    18.43 
75.01% to 80.00%..........   1,879    400,854,405    46.11   7.630      651      213,334   79.76    44.96    65.53    21.32 
80.01% to 85.00%..........     353     66,383,998     7.64   8.159      625      188,057   84.37    42.36    68.08    15.12 
85.01% to 90.00%..........     650    128,006,733    14.72   8.287      631      196,933   89.50    43.41    58.53    11.67 
90.01% to 95.00%..........     419     84,528,263     9.72   8.636      645      201,738   94.72    44.35    56.06    10.27 
95.01% to 100.00%.........     457     74,476,402     8.57   9.957      647      162,968   99.93    45.44    53.43    13.99 
                             -----   ------------   ------   -----      ---     --------   -----    -----    -----    ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    =====    ===== 

    As of the Cut-off Date, the Original Loan-to-Value Ratios of the Group One
Mortgage Loans ranged from 11.07% to 100.00%.                                   

 COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF COMBINED          MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN-TO-VALUE RATIOS         LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
--------------------       -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
50.00% or less............      84   $ 13,351,503     1.54%   6.895%    673     $158,946   40.01%   39.74%   64.48%   15.11%
50.01% to 55.00%..........      34      5,857,588     0.67    6.783     674      172,282   52.61    40.90    69.89    26.32 
55.01% to 60.00%..........      54     10,523,627     1.21    6.988     658      194,882   58.01    42.46    57.09    16.51 
60.01% to 65.00%..........      98     18,998,564     2.19    7.130     652      193,863   63.43    39.18    61.66    13.88 
65.01% to 70.00%..........     139     29,349,403     3.38    7.326     644      211,147   68.41    39.78    49.12     8.86 
70.01% to 75.00%..........     186     36,264,773     4.17    7.517     639      194,972   73.76    41.48    56.93    18.72 
75.01% to 80.00%..........     617    121,876,615    14.02    7.478     640      197,531   79.28    42.69    61.57    13.66 
80.01% to 85.00%..........     366     69,102,695     7.95    8.096     626      188,805   84.01    42.42    69.33    15.04 
85.01% to 90.00%..........     701    140,851,290    16.20    8.174     633      200,929   88.60    43.31    60.82    13.33 
90.01% to 95.00%..........     476     99,223,935    11.41    8.458     648      208,454   92.49    44.38    60.50    12.77 
95.01% to 100.00%.........   1,602    324,036,997    37.27    8.260     654      202,270   84.58    46.04    62.39    21.93 
                             -----   ------------   ------    -----     ---     --------   -----    -----    -----    ----- 
   Total..................   4,357   $869,436,991   100.00%   8.013%    645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======    =====     ===     ========   =====    =====    =====    ===== 

    As of the Cut-off Date, the Combined Loan-to-Value Ratios of the Group One
Mortgage Loans ranged from 11.07% to 100.00% and the weighted average Combined  
Loan-to-Value Ratio for Group One Mortgage Loans was approximately 88.82%. This 
table was calculated using the Combined Loan-to-Value Ratio for Group One       
Mortgage Loans that are in a second lien position and for Group One Mortgage    
Loans that are in a first lien position with subordinate financing.             
Approximately 32.23% of the Group One Mortgage Loans are in a first lien        
position with subordinate financing and the weighted average Combined           
Loan-to-Value Ratio for such Group One Mortgage Loans was approximately 99.02%. 

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 DEBT-TO-INCOME RATIOS OF THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF                   MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
DEBT-TO-INCOME RATIOS        LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------------------      -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
20.00% or less............      16   $  2,277,484     0.26%  7.866%     654     $142,343   81.79%   19.52%    79.92%   5.27%
20.01% to 25.00%..........     139     22,603,988     2.60   7.791      647      162,619   78.57    23.39     75.59   11.22 
25.01% to 30.00%..........     247     42,211,446     4.86   7.765      655      170,897   80.34    28.20     64.33   11.67 
30.01% to 35.00%..........     416     76,345,073     8.78   7.954      641      183,522   80.46    33.22     64.99   15.79 
35.01% to 40.00%..........     567    106,746,356    12.28   7.989      643      188,265   82.46    38.18     61.83   17.38 
40.01% to 45.00%..........     872    182,037,307    20.94   7.968      651      208,758   82.51    43.10     52.56   15.28 
45.01% to 50.00%..........   1,201    261,906,144    30.12   8.151      646      218,073   83.59    48.22     50.87   18.40 
50.01% to 55.00%..........     898    175,066,223    20.14   7.985      639      194,951   83.64    53.26     83.08   18.66 
55.01% to 60.00%..........       1        242,971     0.03   6.300      611      242,971   80.00    56.00    100.00    0.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----    ------   ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%    61.68%  16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    ======   ===== 

     As of the Cut-off Date, the debt-to-income ratios of the Group One Mortgage
Loans ranged from 16.00% to 56.00% and the weighted average debt-to-income ratio
for Group One Mortgage Loans with debt-to-income ratios was approximately       
43.92%.                                                                         

 LOAN PURPOSE FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN PURPOSE                 LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------               -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Refinance - Cashout.......   2,386   $479,315,793    55.13%  7.956%     641     $200,887   81.72%   42.86%   58.54%   12.90%
Purchase..................   1,597    320,883,215    36.91   8.126      652      200,929   84.23    45.91    62.98    23.48 
Refinance - Rate Term.....     374     69,237,983     7.96   7.879      642      185,128   81.98    42.09    77.46    14.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----    -----    ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    =====    ===== 

TYPES OF MORTGAGED PROPERTIES FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PROPERTY TYPE                LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Single Family.............   3,277   $615,695,023    70.82%  8.069%     640     $187,884   83.01%   43.74%    63.41%  15.24%
Planned Unit Development..     621    134,502,053    15.47   8.002      645      216,589   82.45    44.27     69.38   17.12 
Two- to Four-Family.......     221     76,855,857     8.84   7.530      682      347,764   79.72    43.92     35.78   27.27 
Condominium...............     234     41,779,922     4.81   8.122      649      178,547   83.74    45.49     58.65   21.61 
Modular Housing...........       4        604,135     0.07   7.415      620      151,034   81.61    47.73    100.00    0.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----    ------   ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%    61.68%  16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    ======   ===== 

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DOCUMENTATION SUMMARY FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
DOCUMENTATION                LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Full Documentation........   2,988   $536,307,431    61.68%  7.926%     639     $179,487   82.30%   44.15%   100.00%  16.31%
Rapid.....................     747    169,626,857    19.51   8.176      643      227,077   85.10    43.39      0.00    9.36 
Stated Income.............     562    149,107,848    17.15   8.092      671      265,316   80.69    43.70      0.00   26.85 
Stated Plus...............      30      7,800,225     0.90   9.020      655      260,008   92.63    43.71      0.00   28.11 
Limited Income                                                                                                              
   Verification...........      25      5,484,795     0.63   7.808      638      219,392   83.66    44.01      0.00   22.92 
Blended...................       5      1,109,835     0.13   8.194      636      221,967   78.36    46.41      0.00    0.00 
                             -----   ------------   ------   -----      ---     --------   -----    -----    ------   ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%    61.68%  16.89%
                             =====   ============   ======   =====      ===     ========   =====    =====    ======   ===== 

OCCUPANCY TYPES FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
OCCUPANCY                    LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------                  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Primary...................   4,187   $837,730,549    96.35%  8.038%     644     $200,079   82.94%   44.04%   61.02%   16.52%
Investment................     161     29,907,080     3.44   7.351      682      185,758   75.54    41.32    79.93    27.02 
Second Home...............       9      1,799,362     0.21   7.286      697      199,929   74.99    35.37    65.95    20.60 
                             -----   ------------   ------   -----      ---     --------   -----    -----    -----    ----- 
   Total..................   4,357   $869,436,991   100.00%  8.013%     645     $199,549   82.67%   43.92%   61.68%   16.89 
                             =====   ============   ======   =====      ===     ========   =====    =====    =====    ===== 

 The information set forth above with respect to occupancy is based upon
representations of the related mortgagors at the time of origination.           

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MORTGAGE LOAN AGE SUMMARY FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
MORTGAGE LOAN              MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
AGE (MONTHS)                 LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
<= 0......................   1,487   $295,639,962    34.00%   7.977%    646     $198,816    82.11%   43.93%   63.45%  16.63%
1.........................   2,637    531,208,847    61.10    8.016     645      201,444    82.87    43.81    60.75   17.64 
2.........................     226     41,654,293     4.79    8.192     636      184,311    83.80    45.41    60.55    9.61 
3.........................       7        933,890     0.11    9.408     614      133,413    90.69    43.92    85.04    0.00 
                             -----   ------------   ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................   4,357   $869,436,991   100.00%   8.013%    645     $199,549    82.67%   43.92%   61.68%  16.89%
                             =====   ============   ======    =====     ===     ========    =====    =====    =====   ===== 

    As of the Cut-off Date, the weighted average age of the Group One Mortgage
Loans was approximately 1 month.                                                

ORIGINAL PREPAYMENT CHARGE TERM FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
ORIGINAL PREPAYMENT        MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
CHARGE TERM                  LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------        -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
None......................   1,734   $356,673,639    41.02%   8.131%    647     $205,694    82.80%   43.57%   59.92%  14.35%
12 Months.................     180     42,852,943     4.93    8.039     658      238,072    80.88    44.07    47.30   23.34 
24 Months.................   1,343    275,551,130    31.69    7.904     640      205,176    83.03    44.51    61.66   17.82 
36 Months.................   1,100    194,359,278    22.35    7.944     646      176,690    82.30    43.71    68.13   18.82 
                             -----   ------------   ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................   4,357   $869,436,991   100.00%   8.013%    645     $199,549    82.67%   43.92%   61.68%  16.89%
                             =====   ============   ======    =====     ===     ========    =====    =====    =====   ===== 

    The weighted average prepayment charge term at origination with respect to
the Group One Mortgage Loans having prepayment charges is approximately 28      
months.                                                                         

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CREDIT SCORES FOR THE GROUP ONE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF CREDIT SCORES       LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------------     -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
526 to 550................      73   $ 10,770,629     1.24%   9.120%    546     $147,543    76.85%   42.34%   85.26%   8.38%
551 to 575................     263     38,959,787     4.48    8.876     566      148,136    79.52    42.68    76.44    3.38 
576 to 600................     439     66,115,117     7.60    8.988     589      150,604    84.29    43.92    73.59   11.44 
601 to 625................   1,214    217,957,764    25.07    8.362     613      179,537    83.80    45.09    74.83    8.84 
626 to 650................     865    184,075,931    21.17    8.119     639      212,805    84.25    43.95    57.96   10.29 
651 to 675................     665    149,057,847    17.14    7.705     662      224,147    82.85    43.46    49.44   21.09 
676 to 700................     379     87,902,615    10.11    7.387     687      231,933    81.32    43.58    47.72   29.71 
701 to 725................     218     55,676,900     6.40    7.131     711      255,399    80.65    43.43    53.29   39.46 
726 to 750................     124     30,545,440     3.51    7.171     737      246,334    80.28    44.37    53.20   37.67 
751 to 775................      77     19,255,223     2.21    7.143     763      250,068    79.50    42.64    54.54   29.37 
776 to 800................      35      7,948,484     0.91    6.667     785      227,100    73.69    38.54    71.39   23.10 
801 to 809................       3        861,471     0.10    5.767     804      287,157    38.75    35.64   100.00   39.93 
810 to 820................       2        309,783     0.04    5.752     812      154,891    39.96    32.77   100.00    0.00 
                             -----   ------------   ------    -----     ---     --------    -----    -----   ------   ----- 
   Total..................   4,357   $869,436,991   100.00%   8.013%    645     $199,549    82.67%   43.92%   61.68%  16.89%
                             =====   ============   ======    =====     ===     ========    =====    =====   ======   ===== 

  The Credit Scores of the Group One Mortgage Loans that were scored as of
the Cut-off Date ranged from 540 to 813 and the weighted average Credit Score of
the Group One Mortgage Loans that were scored as of the Cut-off Date was        
approximately 645.                                                              

GROSS MARGINS FOR THE GROUP ONE MORTGAGE LOANS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF GROSS MARGINS       LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------------     -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
2.501% to 3.000%..........      52   $ 14,793,707     2.15%   6.657%    707     $284,494    72.44%   40.31%   87.91%  44.13%
4.501% to 5.000%..........      15      2,703,047     0.39    9.254     577      180,203    83.50    43.21    54.23    0.00 
5.001% to 5.500%..........   1,938    420,597,484    61.14    7.645     646      217,027    77.79    44.59    59.35   21.63 
5.501% to 6.000%..........     693    145,965,317    21.22    8.112     631      210,628    88.14    43.33    57.21   12.18 
6.001% to 6.500%..........     525    103,847,422    15.10    8.923     653      197,805    96.85    44.81    49.35   12.14 
                             -----   ------------   ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................   3,223   $687,906,977   100.00%   7.922%    645     $213,437    82.77%   44.26%   57.98%  18.59%
                             =====   ============   ======    =====     ===     ========    =====    =====    =====   ===== 

    As of the Cut-off Date, the Gross Margin for the Group One Adjustable Rate
Mortgage Loans ranged from 2.750% per annum to 6.400% per annum and the weighted
average Gross Margin of the Group One Adjustable Rate Mortgage Loans was        
approximately 5.596% per annum.                                                 

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 MAXIMUM MORTGAGE RATES FOR THE GROUP ONE MORTGAGE LOANS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF MAXIMUM MORTGAGE  MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RATES                        LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------------  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
11.500% or less...........       4   $  1,027,536     0.15%   5.338%    712     $256,884    56.44%   50.41%  100.00%  46.71%
11.501% to 12.000%........      40     10,279,436     1.49    5.822     724      256,986    64.05    41.06    83.40   49.23 
12.001% to 12.500%........     124     35,698,031     5.19    6.317     690      287,887    75.43    44.44    76.26   43.99 
12.501% to 13.000%........     294     71,938,014    10.46    6.822     669      244,687    78.08    43.39    64.14   27.59 
13.001% to 13.500%........     493    116,086,021    16.88    7.297     655      235,469    80.06    44.59    59.79   27.44 
13.501% to 14.000%........     766    166,909,119    24.26    7.785     644      217,897    82.13    44.31    56.38   17.23 
14.001% to 14.500%........     553    110,630,768    16.08    8.275     632      200,056    83.84    44.21    57.70    9.10 
14.501% to 15.000%........     487     92,858,712    13.50    8.755     624      190,675    86.83    44.54    55.63    9.44 
15.001% to 15.500%........     243     41,728,702     6.07    9.270     620      171,723    90.08    44.43    51.60    7.15 
15.501% to 16.000%........     154     28,475,553     4.14    9.746     617      184,906    91.86    44.51    43.86    8.98 
16.001% to 16.500%........      44      7,935,684     1.15   10.257     642      180,356    96.38    45.41    21.58   13.77 
16.501% to 17.000%........      14      2,875,161     0.42   10.755     632      205,369    99.49    40.13    33.89   25.39 
17.001% to 17.500%........       5      1,037,751     0.15   11.277     641      207,550   100.00    44.12    12.53    0.00 
17.501% to 18.000%........       2        426,490     0.06   11.775     635      213,245   100.00    47.61    12.66    0.00 
                             -----   ------------   ------   ------     ---     --------   ------    -----   ------   ----- 
   Total..................   3,223   $687,906,977   100.00%   7.922%    645     $213,437    82.77%   44.26%   57.98%  18.59%
                             =====   ============   ======   ======     ===     ========   ======    =====   ======   ===== 

As of the Cut-off Date, the Maximum Mortgage Rates for the Group One  
Adjustable Rate Mortgage Loans ranged from 11.250% per annum to 17.800% per     
annum and the weighted average Maximum Mortgage Rate of the Group One Adjustable
Rate Mortgage Loans was approximately 13.922% per annum.                        

NEXT RATE ADJUSTMENT DATE FOR THE GROUP ONE MORTGAGE LOANS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
NEXT RATE ADJUSTMENT DATE    LOANS    OUTSTANDING     ONE    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------------  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
August 2007...............       1   $    113,024     0.02%   8.000%    566     $113,024    65.00%   50.00%  100.00%   0.00%
September 2007............       1        202,500     0.03    8.700     569      202,500    85.08    48.00     0.00    0.00 
February 2008.............       5        885,866     0.13    8.558     623      177,173    88.89    47.68    74.96    0.00 
March 2008................       3        445,450     0.06    8.305     587      148,483    75.09    51.20   100.00    0.00 
December 2008.............       4        652,299     0.09    9.194     615      163,075    90.96    46.78   100.00    0.00 
January 2009..............     109     22,125,734     3.22    7.940     636      202,988    82.48    45.51    59.20    9.79 
February 2009.............   1,177    253,011,964    36.78    7.970     642      214,963    83.11    44.18    58.31   19.00 
March 2009................     650    134,077,184    19.49    8.029     642      206,273    83.35    44.73    59.01   16.28 
January 2010..............      46      8,971,787     1.30    7.853     636      195,039    83.73    45.64    56.35   10.24 
February 2010.............     680    150,666,853    21.90    7.856     650      221,569    83.18    43.96    53.02   18.31 
March 2010................     443     94,092,993    13.68    7.876     649      212,400    81.74    43.90    58.87   20.47 
February 2012.............      61     13,787,552     2.00    7.345     661      226,025    76.59    42.04    68.00   41.18 
March 2012................      43      8,873,771     1.29    7.296     665      206,367    76.98    45.83    84.94   26.72 
                             -----   ------------   ------    -----     ---     --------    -----    -----   ------   ----- 
   Total..................   3,223   $687,906,977   100.00%   7.922%    645     $213,437    82.77%   44.26%   57.98%  18.59%
                             =====   ============   ======    =====     ===     ========    =====    =====   ======   ===== 

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THE GROUP TWO MORTGAGE LOANS

 MORTGAGE RATES FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF MORTGAGE RATES      LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-----------------------    -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
5.500% or less ...........       1  $      129,184    0.01%   5.400%    695     $129,184    80.00%  41.00%   100.00%   0.00%
5.501% to 6.000% .........      70      29,408,537    2.15    5.883     719      420,122    73.06   35.56     86.99   43.83 
6.001% to 6.500% .........     273      92,539,624    6.78    6.318     702      338,973    77.99   42.27     88.44   46.34 
6.501% to 7.000% .........     600     194,985,387   14.28    6.816     682      324,976    79.03   41.83     70.14   40.05 
7.001% to 7.500% .........     891     226,932,947   16.62    7.286     666      254,695    79.91   41.82     65.60   31.32 
7.501% to 8.000% .........   1,287     294,529,530   21.58    7.772     655      228,850    81.14   42.22     54.05   24.58 
8.001% to 8.500% .........     938     175,854,957   12.88    8.270     647      187,479    82.69   41.62     57.47   19.33 
8.501% to 9.000% .........     883     152,257,110   11.15    8.765     636      172,432    85.42   41.76     56.56   15.32 
9.001% to 9.500% .........     460      66,228,640    4.85    9.245     625      143,975    89.63   40.93     58.04   10.27 
9.501% to 10.000% ........     367      51,958,310    3.81    9.754     622      141,576    93.25   40.97     55.42    9.36 
10.001% to 10.500% .......     207      28,576,074    2.09   10.261     626      138,049    96.50   43.04     50.81   11.60 
10.501% to 11.000% .......     130      14,491,082    1.06   10.771     615      111,470    98.56   43.14     67.52   17.18 
11.001% to 11.500% .......      88      12,155,152    0.89   11.297     598      138,127    99.89   43.66     90.69   27.92 
11.501% to 12.000% .......     102      12,538,469    0.92   11.806     595      122,926   100.00   42.73     90.32   20.21 
12.001% to 12.500% .......      77       9,155,517    0.67   12.214     589      118,903   100.00   43.45    100.00   30.63 
12.501% to 13.000% .......      21       3,102,719    0.23   12.636     585      147,749   100.00   44.93    100.00   20.28 
13.001% to 13.500% .......       3         246,897    0.02   13.156     591       82,299    99.99   43.11    100.00    0.00 
                             -----  --------------  ------   ------     ---     --------   ------   -----    ------   ----- 
   Total .................   6,398  $1,365,090,136  100.00%   7.931%    657     $213,362    82.82%  41.78%    63.43%  26.48%
                             =====  ==============  ======   ======     ===     ========   ======   =====    ======   ===== 

As of the Cut-off Date, Mortgage Rates borne by the Group Two Mortgage
Loans ranged from 5.400% per annum to 13.200% per annum and the weighted average
Mortgage Rate of the Group Two Mortgage Loans was approximately 7.931% per      
annum.                                                                          

REMAINING MONTHS TO STATED MATURITY FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF REMAINING         MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
TERMS (MONTHS)               LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------         -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
169 to 180 ...............      90  $    9,122,826    0.67%  8.139%     631     $101,365   74.49%   33.16%    90.92%  19.26%
229 to 240 ...............       1         121,038    0.01   7.500      704      121,038   94.00    53.00    100.00    0.00 
349 to 360 ...............   6,307   1,355,846,272   99.32   7.930      657      214,975   82.87    41.84     63.25   26.53 
                             -----  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%    63.43%  26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

    As of the Cut-off Date, the remaining term to stated maturity of the Group
Two Mortgage Loans ranged from 178 months to 360 months and the weighted average
term to stated maturity of the Group Two Mortgage Loans was approximately 358   
months.                                                                         

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ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
RANGE OF ORIGINAL             OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
MORTGAGE LOAN              MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PRINCIPAL BALANCES           LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------         -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
$50,000 or less ..........     325  $   13,589,051    1.00%  9.239%     627    $   41,812  84.31%   36.05%   87.97%    1.57%
$50,001 to $100,000 ......   1,702     126,587,699    9.27   8.803      630        74,376  85.08    39.56    84.29     4.19 
$100,001 to $150,000 .....   1,210     150,373,526   11.02   8.315      636       124,276  83.60    40.31    76.68     9.95 
$150,001 to $200,000 .....     899     156,898,711   11.49   8.128      644       174,526  83.23    41.24    69.82    15.78 
$200,001 to $250,000 .....     644     143,986,321   10.55   7.956      653       223,581  83.19    42.55    65.14    20.56 
$250,001 to $300,000 .....     398     109,194,103    8.00   7.890      662       274,357  82.97    42.77    59.10    26.25 
$300,001 to $350,000 .....     196      62,366,216    4.57   7.816      664       318,195  83.63    43.11    50.99    30.97 
$350,001 to $400,000 .....      23       8,523,415    0.62   7.370      664       370,583  80.65    32.56    64.80    29.69 
$400,001 to $450,000 .....     194      83,934,589    6.15   7.927      654       432,653  83.61    43.57    47.98    33.52 
$450,001 to $500,000 .....     186      88,226,672    6.46   7.714      663       474,337  82.83    44.40    46.22    32.92 
$500,001 to $550,000 .....     166      87,343,769    6.40   7.554      673       526,167  82.24    44.81    45.73    36.70 
$550,001 to $600,000 .....     139      80,002,208    5.86   7.680      664       575,555  82.74    43.19    46.10    28.83 
$600,001 to $650,000 .....      76      47,543,670    3.48   7.754      666       625,575  83.72    43.09    50.02    40.75 
$650,001 to $700,000 .....      54      36,457,431    2.67   7.648      668       675,138  82.29    40.68    59.29    50.22 
$700,001 to $750,000 .....      32      23,246,592    1.70   7.313      680       726,456  80.24    37.40    65.62    31.46 
$750,001 to $800,000 .....      39      30,410,741    2.23   7.294      679       779,763  79.01    41.53    77.00    58.78 
$800,001 to $850,000 .....      17      14,035,168    1.03   7.419      681       825,598  79.34    40.83    64.65    46.81 
$850,001 to $900,000 .....      23      20,177,365    1.48   7.131      679       877,277  80.45    40.54    69.39    21.88 
$900,001 to $950,000 .....      12      11,200,307    0.82   7.474      695       933,359  79.24    43.49    58.13    58.32 
$950,001 to $1,000,000 ...      14      13,694,968    1.00   7.647      673       978,212  81.07    38.06    71.44    57.10 
$1,000,001 or greater ....      49      57,297,615    4.20   7.116      699     1,169,339  77.70    38.98    79.35    62.15 
                             -----  --------------  ------   -----      ---    ----------  -----    -----    -----    ----- 
Total ....................   6,398  $1,365,090,136  100.00%  7.931%     657    $  213,362  82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===    ==========  =====    =====    =====    ===== 

     As of the Cut-off Date, the outstanding principal balances of the Group Two
Mortgage Loans ranged from approximately $24,983 to approximately $1,579,094 and
the average outstanding principal balance of the Group Two Mortgage Loans was   
approximately $213,362.                                                         

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PRODUCT TYPES FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PRODUCT TYPES                LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Balloon - 30/50 ..........     234  $   36,908,635    2.70%  9.465%     623     $157,729   88.15%   42.75%   80.92%    0.00%
ARM - 1 Year/6 Month .....      10       2,075,278    0.15   7.538      627      207,528   78.91    42.05    91.16     0.00 
ARM - 2 Year/6 Month                                                                                                        
   (50 due in 30) ........   1,105     307,190,807   22.50   7.833      650      278,001   82.37    43.56    58.34     0.00 
ARM - 3 Year/6 Month                                                                                                        
   (50 due in 30) ........     305      87,004,846    6.37   7.780      649      285,262   82.42    42.41    55.80     0.00 
ARM - 5 Year/6 Month                                                                                                        
   (50 due in 30) ........      21       3,971,183    0.29   7.797      664      189,104   81.81    40.58    59.39     0.00 
15 Year Fixed Loans ......      87       8,875,909    0.65   8.051      632      102,022   73.90    33.00    90.67    19.80 
15/30 Balloon Loans ......       3         246,918    0.02  11.283      595       82,306   95.45    38.96   100.00     0.00 
20 Year Fixed Loans ......       1         121,038    0.01   7.500      704      121,038   94.00    53.00   100.00     0.00 
2/28 LIBOR Loans .........   1,639     386,386,762   28.30   7.724      669      235,745   82.51    41.72    58.67    57.41 
2/28 LIBOR Loans                                                                                                            
  (40 due in 30) .........     352      79,396,972    5.82   7.935      642      225,560   82.90    43.36    60.88     0.00 
30 Year Fixed Loans ......   1,607     194,514,273   14.25   8.672      645      121,042   84.84    39.55    83.61    13.35 
30/40 Balloon Loans ......     123      20,271,739    1.49   8.362      650      164,811   83.40    41.70    83.11     0.00 
3/27 LIBOR Loans .........     689     178,678,370   13.09   7.482      674      259,330   81.47    40.66    59.43    56.48 
3/27 LIBOR Loans                                                                                                            
   (40 due in 30) ........     151      39,725,215    2.91   8.003      644      263,081   84.29    40.82    56.95     0.00 
5/25 LIBOR Loans .........      57      16,055,218    1.18   7.386      680      281,670   79.40    41.75    60.12    56.28 
5/25 LIBOR Loans                                                                                                            
   (40 due in 30) ........       6       1,291,657    0.09   8.225      642     $215,276   78.81    43.03    58.04     0.00 
Six Month LIBOR Loans ....       8       2,375,316    0.17   7.331      669      296,915   85.51    46.51    79.22    84.52 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
Total ....................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

AMORTIZATION TYPE FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
AMORTIZATION TYPE            LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-----------------          -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Fully Amortizing .........   3,087  $  427,597,323   31.32%  8.213%     649     $138,515   83.38%   39.29%   70.53%    0.00%
Balloon ..................   2,300     576,007,972   42.20   7.976      646      250,438   82.99    43.03    60.56     0.00 
60 Month Interest-Only ...     982     352,449,142   25.82   7.531      682      358,910   81.94    42.71    59.61   100.00 
120 Month Interest-Only ..      29       9,035,700    0.66   7.289      680      311,576   79.67    43.62    60.31   100.00 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----   ------ 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====   ====== 

ADJUSTMENT TYPE FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
ADJUSTMENT TYPE              LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------------            -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
ARM ......................   4,343  $1,104,151,625   80.88%  7.739%     660     $254,237   82.34%   42.21%   58.70%   30.23%
Fixed Rate ...............   2,055     260,938,511   19.12   8.741      642      126,977   84.83    39.95    83.46    10.62 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
Total: ...................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

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GEOGRAPHIC DISTRIBUTIONS OF MORTGAGED PROPERTIES
FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
GEOGRAPHIC DISTRIBUTIONS     LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------------------   -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Alabama                         79  $    8,921,404    0.65%   8.758%    643     $112,929    88.38%   42.53%   94.25%   9.30%
Arizona                        145      31,441,439    2.30    7.901     652      216,838    81.89    43.14    65.91   37.20 
Arkansas                        32       3,760,977    0.28    9.269     617      117,531    86.94    32.40    97.45    0.00 
California                     758     354,015,563   25.93    7.289     676      467,039    80.15    43.41    59.49   47.01 
Colorado                        74      16,630,159    1.22    8.308     655      224,732    85.35    40.62    60.58   16.68 
Connecticut                     27       7,287,886    0.53    7.799     658      269,922    77.23    36.24    67.57    6.15 
Delaware                         6       1,015,335    0.07    7.927     610      169,223    82.99    37.47    90.16   12.23 
District of Columbia             5       1,286,062    0.09    7.693     623      257,212    74.22    40.18    75.75   24.25 
Florida                        674     158,983,997   11.65    7.828     659      235,881    80.83    42.25    57.84   17.32 
Georgia                        238      42,762,119    3.13    8.513     635      179,673    85.60    40.03    76.64   18.07 
Idaho                           41       5,482,992    0.40    8.004     637      133,732    83.16    41.35    79.86   17.31 
Illinois                       289      63,654,480    4.66    8.242     653      220,258    84.93    40.85    57.93   12.70 
Indiana                        249      21,479,487    1.57    9.196     625       86,263    90.79    40.48    80.37    4.91 
Iowa                            41       3,235,127    0.24    9.194     610       78,906    87.78    37.39    97.90    0.00 
Kansas                          34       3,958,743    0.29    8.711     618      116,434    87.99    38.10    96.97    1.97 
Kentucky                        69       6,773,895    0.50    8.840     632       98,172    88.84    38.19    91.69    4.53 
Louisiana                       28       3,288,395    0.24    9.047     627      117,443    88.51    41.72    85.29   11.95 
Maine                           24       3,449,860    0.25    8.077     645      143,744    85.88    41.95    72.75   27.09 
Maryland                       108      35,955,130    2.63    7.711     654      332,918    80.73    42.73    60.54   38.29 
Massachusetts                   67      19,727,680    1.45    7.957     659      294,443    83.39    40.04    65.68   18.31 
Michigan                       278      37,362,394    2.74    8.403     649      134,397    86.02    38.30    62.00   17.78 
Minnesota                       65      15,648,811    1.15    8.091     664      240,751    83.46    38.36    58.28   28.35 
Mississippi                     24       2,885,172    0.21    8.178     655      120,215    83.85    42.46    84.33   12.87 
Missouri                       100      10,908,766    0.80    8.730     633      109,088    85.97    39.82    70.73    7.65 
Montana                          6       1,307,089    0.10    8.215     640      217,848    84.48    32.99    89.04   27.09 
Nebraska                        18       1,566,503    0.11    8.680     627       87,028    87.85    35.21    86.66    6.06 
Nevada                          81      20,600,017    1.51    7.770     647      254,321    81.03    41.78    75.50   23.74 
New Hampshire                   14       2,629,228    0.19    7.880     661      187,802    80.72    44.43    51.36    9.25 
New Jersey                     106      32,192,305    2.36    8.189     653      303,701    83.89    43.42    38.48   29.93 
New Mexico                      17       3,571,562    0.26    7.929     665      210,092    79.49    42.55    87.90   30.72 
New York                       368      91,471,570    6.70    8.033     659      248,564    84.64    43.60    37.50   23.92 
North Carolina                 148      24,428,926    1.79    8.572     646      165,060    86.45    39.22    75.72   30.92 
North Dakota                     3         309,151    0.02    8.679     594      103,050    80.34    40.96   100.00    0.00 
Ohio                           316      32,737,878    2.40    8.891     634      103,601    89.07    39.90    82.24    8.56 
Oklahoma                        29       2,930,100    0.21    8.932     616      101,038    85.93    38.94    92.87    0.00 
Oregon                         134      29,065,931    2.13    7.544     663      216,910    81.62    40.04    75.81   32.94 
Pennsylvania                   153      16,554,590    1.21    8.478     636      108,200    85.79    39.10    74.83    9.88 
Rhode Island                    14       3,439,500    0.25    8.191     669      245,679    84.20    42.40    72.00   21.41 
South Carolina                  91      14,804,857    1.08    8.418     654      162,691    87.66    38.39    78.31   33.52 
South Dakota                     5         495,084    0.04    8.795     642       99,017    91.48    42.85    62.25   28.28 
Tennessee                      298      33,119,134    2.43    8.421     635      111,138    84.26    42.50    83.27    6.31 
Texas                          647      75,221,781    5.51    8.333     639      116,262    83.07    41.27    71.39    6.77 
Utah                           160      39,300,462    2.88    7.863     661      245,628    82.48    39.67    66.27   26.58 
Vermont                          3         470,040    0.03    7.754     641      156,680    84.45    47.77    77.77    0.00 
Virginia                        54      14,197,326    1.04    8.210     656      262,913    85.47    43.85    52.68   35.23 
Washington                     191      53,002,508    3.88    7.687     653      277,500    81.13    41.01    70.32   24.81 
West Virginia                    7         951,881    0.07    8.796     616      135,983    77.37    30.55    48.27    0.00 
Wisconsin                       78      10,010,667    0.73    8.716     642      128,342    87.17    41.95    64.98    7.70 
Wyoming                          2         796,175    0.06    7.240     669      398,088    80.00    44.87   100.00    0.00 
                             -----  --------------  ------    -----     ---     --------    -----    -----   ------   ----- 
   Total..................   6,398  $1,365,090,136  100.00%   7.931%    657     $213,362    82.82%   41.78%   63.43%  26.48%
                             =====  ==============  ======    =====     ===     ========    =====    =====   ======   ===== 

  No more than approximately 0.30% of the Group Two Mortgage Loans will be
secured by mortgaged properties located in any one zip code.                    

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ORIGINAL LOAN-TO-VALUE RATIOS FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF ORIGINAL          MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN-TO-VALUE RATIOS         LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
--------------------       -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
50.00% or less............      98  $   12,116,414    0.89%   7.251%    646     $123,637    41.23%   36.80%   75.35%   3.38%
50.01% to 55.00%..........      32       6,710,547    0.49    7.305     670      209,705    51.99    35.89    55.35   17.87 
55.01% to 60.00%..........      60      10,014,757    0.73    7.236     645      166,913    58.32    30.78    65.90   15.35 
60.01% to 65.00%..........      76      12,766,934    0.94    7.377     637      167,986    63.49    37.27    59.43   17.80 
65.01% to 70.00%..........      97      24,257,804    1.78    7.177     652      250,080    68.82    31.80    64.24    9.97 
70.01% to 75.00%..........     149      33,368,017    2.44    7.422     648      223,946    73.91    39.17    64.61   26.55 
75.01% to 80.00%..........   3,621     876,708,793   64.22    7.523     664      242,118    79.91    42.32    62.58   31.77 
80.01% to 85.00%..........     235      45,994,136    3.37    8.074     631      195,720    84.36    42.22    63.96   18.66 
85.01% to 90.00%..........     558     105,198,602    7.71    8.306     637      188,528    89.57    40.75    68.03   18.63 
90.01% to 95.00%..........     457      92,891,576    6.80    8.485     657      203,264    94.84    41.30    62.21   15.24 
95.01% to 100.00%.........   1,015     145,062,556   10.63   10.149     641      142,919    99.96    43.53    65.02   16.49 
                             -----  --------------  ------   ------     ---     --------    -----    -----    -----   ----- 
   Total..................   6,398  $1,365,090,136  100.00%   7.931%    657     $213,362    82.82%   41.78%   63.43%  26.48%
                             =====  ==============  ======   ======     ===     ========    =====    =====    =====   ===== 

    As of the Cut-off Date, the Original Loan-to-Value Ratios of the Group Two
Mortgage Loans ranged from 11.40% to 100.00%.                                   

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COMBINED LOAN-TO-VALUE RATIOS FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF COMBINED          MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN-TO-VALUE RATIOS         LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
--------------------       -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
50.00% or less............      97  $   12,048,476    0.88%   7.256%    645     $124,211    41.23%   36.81%   75.22%   3.40%
50.01% to 55.00%..........      33       6,778,485    0.50    7.297     671      205,409    51.88    35.87    55.79   17.69 
55.01% to 60.00%..........      59       9,927,888    0.73    7.234     645      168,269    58.32    30.63    65.60   15.48 
60.01% to 65.00%..........      73      12,230,794    0.90    7.385     637      167,545    63.53    37.10    58.15   18.58 
65.01% to 70.00%..........      91      18,601,649    1.36    7.284     646      204,414    68.67    31.30    63.71    1.69 
70.01% to 75.00%..........     135      25,147,102    1.84    7.566     639      186,275    73.75    39.39    55.56   21.91 
75.01% to 80.00%..........     538     114,834,789    8.41    7.339     651      213,448    79.14    38.53    62.35   22.20 
80.01% to 85.00%..........     239      48,634,975    3.56    7.993     632      203,494    83.73    42.27    63.45   19.15 
85.01% to 90.00%..........     617     132,867,858    9.73    8.024     645      215,345    87.28    40.70    68.54   23.62 
90.01% to 95.00%..........     544     128,710,903    9.43    8.158     663      236,601    90.48    41.59    66.66   20.72 
95.01% to 100.00%.........   3,972     855,307,217   62.66    8.013     661      215,334    83.38    42.99    62.47   30.09 
                             -----  --------------  ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................   6,398  $1,365,090,136  100.00%   7.931%    657     $213,362    82.82%   41.78%   63.43%  26.48%
                             =====  ==============  ======    =====     ===     ========    =====    =====    =====   ===== 

    As of the Cut-off Date, the combined loan-to-value ratios of the Group Two
Mortgage Loans ranged from 11.40% to 100.00% and the weighted average combined  
loan-to-value ratio for Group Two Mortgage Loans was approximately 93.88%. This 
table was calculated using the combined loan-to-value ratio for Group Two       
Mortgage Loans that are in a second lien position and for Group Two Mortgage    
Loans that are in a first lien position with subordinate financing.             
Approximately 57.07% of the Group Two Mortgage Loans are in a first lien        
position with subordinate financing and the weighted average combined           
loan-to-value ratio for such Group Two Mortgage Loans was approximately 99.21%. 

DEBT-TO-INCOME RATIOS FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF                   MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
DEBT-TO-INCOME RATIOS        LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------------------      -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
20.00% or less............    383   $   81,309,330    5.96%   7.599%    656     $212,296    79.26%   13.67%   89.95%  22.94%
20.01% to 25.00%..........    265       39,988,674    2.93    8.020     657      150,901    82.35    23.37    83.89   18.54 
25.01% to 30.00%..........    406       63,710,466    4.67    8.031     645      156,922    82.54    28.18    74.50   19.92 
30.01% to 35.00%..........    588      106,429,715    7.80    7.952     659      181,003    82.51    33.30    67.78   25.99 
35.01% to 40.00%..........    904      181,773,450   13.32    7.890     658      201,077    82.14    38.09    59.38   23.94 
40.01% to 45.00%..........  1,252      271,532,231   19.89    7.993     659      216,879    82.89    43.17    52.49   24.89 
45.01% to 50.00%..........  1,630      406,707,879   29.79    8.069     660      249,514    83.71    48.19    49.33   31.61 
50.01% to 55.00%..........    970      213,638,390   15.65    7.693     650      220,246    83.26    53.28    88.26   25.93 
                            -----   --------------  ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................  6,398   $1,365,090,136  100.00%   7.931%    657     $213,362    82.82%   41.78%   63.43%  26.48%
                            =====   ==============  ======    =====     ===     ========    =====    =====    =====   ===== 

     As of the Cut-off Date, the Debt-to-Income Ratios of the Group Two Mortgage
Loans ranged from 1.00% to 55.00% and the weighted average Debt-to-Income Ratio 
for Group Two Mortgage Loans with Debt-to-Income Ratios was approximately       
41.78%.                                                                         

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 LOAN PURPOSE FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
LOAN PURPOSE                 LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
------------               -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Purchase .................   4,865  $1,015,164,616   74.37%  7.991%     661     $208,667   83.70%   42.29%   64.41%   28.79%
Refinance - Cashout ......   1,356     309,116,358   22.64   7.801      643      227,962   80.40    40.36    58.38    18.69 
Refinance - Rate Term ....     177      40,809,162    2.99   7.421      662      230,560   79.18    39.87    77.45    27.95 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

TYPES OF MORTGAGED PROPERTIES FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
PROPERTY TYPE                LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Single Family ............   4,713  $  929,457,841   68.09%  7.958%     654     $197,212   82.89%   41.24%   63.64%   25.02%
Planned Unit Development .   1,065     282,797,055   20.72   7.852      658      265,537   82.36    42.65    68.11    29.69 
Condominium ..............     408      92,209,413    6.75   8.014      667      226,003   83.14    42.81    60.14    30.16 
Two- to Four-Family ......     212      60,625,827    4.44   7.751      678      285,971   83.35    44.46    43.52    28.37 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

DOCUMENTATION SUMMARY FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
DOCUMENTATION                LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Full Documentation .......   4,585  $  865,932,107   63.43%  7.870%     649     $188,862   82.88%   40.94%   100.00%  24.89%
Stated Income ............   1,350     356,818,362   26.14   7.995      679      264,310   81.44    43.17      0.00   33.43 
Rapid ....................     375     114,570,806    8.39   7.935      646      305,522   84.16    43.06      0.00   17.10 
Stated Plus ..............      45      17,362,799    1.27   9.651      656      385,840   98.42    45.24      0.00   18.92 
Limited Income                                                                                                              
Verification .............      38       9,697,864    0.71   7.752      661      255,207   82.73    43.84      0.00   38.95 
Blended ..................       5         708,198    0.05   9.734      638      141,640   99.40    42.78      0.00    0.00 
                             -----  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%    63.43%  26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

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OCCUPANCY TYPES FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
OCCUPANCY                    LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
---------                  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
Primary ..................   5,967  $1,305,420,557   95.63%  7.931%     655     $218,773   82.70%   42.04%   62.31%   26.44%
Investment ...............     387      51,006,298    3.74   7.861      697      131,799   84.65    35.90    88.70    28.78 
Second Home ..............      44       8,663,281    0.63   8.306      685      196,893   90.10    37.50    84.66    19.79 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

 The information set forth above with respect to occupancy is based upon
representations of the related mortgagors at the time of origination.           

MORTGAGE LOAN AGE SUMMARY FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
MORTGAGE LOAN              MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
AGE (MONTHS)                 LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------              -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
<= 0 .....................   2,218  $  448,856,486   32.88%  7.984%     656     $202,370   82.80%   41.76%    67.62%  24.21%
1 ........................   3,873     842,071,139   61.69   7.910      657      217,421   82.87    41.68     61.58   26.72 
2 ........................     304      73,855,543    5.41   7.842      659      242,946   82.32    42.99     58.98   37.64 
3 ........................       3         306,968    0.02   9.034      630      102,323   92.81    34.98    100.00    0.00 
                             -----  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%    63.43%  26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

    As of the Cut-off Date, the weighted average age of the Group Two Mortgage
Loans was approximately 1 month.                                                

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ORIGINAL PREPAYMENT CHARGE TERM FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
ORIGINAL PREPAYMENT        MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
CHARGE TERM                  LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------        -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
None .....................   1,972  $  464,758,600   34.05%  8.039%     662     $235,679   83.35%   41.06%   60.02%   28.05%
12 Months ................     336      88,803,671    6.51   8.308      660      264,297   83.43    41.98    55.25    34.34 
24 Months ................   2,244     527,424,806   38.64   7.691      656      235,038   82.15    42.86    61.24    26.54 
36 Months ................   1,846     284,103,059   20.81   8.082      649      153,902   82.98    40.88    75.65    21.33 
                             -----  --------------  ------   -----      ---     --------   -----    -----    -----    ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%   63.43%   26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    =====    ===== 

    The weighted average prepayment charge term at origination with respect to
the Group Two Mortgage Loans having prepayment charges is approximately 27      
months.                                                                         

CREDIT SCORES FOR THE GROUP TWO MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF CREDIT SCORES       LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------------     -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
526 to 550 ...............      87  $   11,272,564    0.83%  9.170%     545     $129,570   78.01%   39.09%    90.02%  14.73%
551 to 575 ...............     295      33,664,215    2.47   8.882      565      114,116   79.57    38.63     79.59    5.08 
576 to 600 ...............     653      89,536,353    6.56   9.858      590      137,115   88.81    40.77     88.58   13.33 
601 to 625 ...............   1,470     252,986,346   18.53   8.357      612      172,100   83.50    42.41     82.39   10.95 
626 to 650 ...............   1,306     272,085,770   19.93   8.076      639      208,335   83.57    42.27     63.62   11.51 
651 to 675 ...............   1,133     273,350,914   20.02   7.629      663      241,263   81.62    42.01     50.10   31.16 
676 to 700 ...............     648     182,671,642   13.38   7.381      687      281,901   82.05    41.65     50.24   45.46 
701 to 725 ...............     399     126,021,306    9.23   7.147      711      315,843   81.38    41.62     57.43   49.47 
726 to 750 ...............     196      59,902,171    4.39   7.375      737      305,623   83.12    40.74     45.74   46.09 
751 to 775 ...............     124      36,289,036    2.66   7.319      762      292,654   82.45    41.79     53.52   49.91 
776 to 800 ...............      70      22,821,216    1.67   6.888      786      326,017   80.06    40.85     72.51   38.48 
801 to 809 ...............      12       3,375,952    0.25   6.907      805      281,329   71.14    40.02     76.10   35.43 
810 to 820 ...............       5       1,112,650    0.08   6.833      813      222,530   78.53    42.70    100.00   80.07 
                             -----  --------------  ------   -----      ---     --------   -----    -----    ------   ----- 
   Total .................   6,398  $1,365,090,136  100.00%  7.931%     657     $213,362   82.82%   41.78%    63.43%  26.48%
                             =====  ==============  ======   =====      ===     ========   =====    =====    ======   ===== 

  The Credit Scores of the Group Two Mortgage Loans that were scored as of
the Cut-off Date ranged from 540 to 819 and the weighted average Credit Score of
the Group Two Mortgage Loans that were scored as of the Cut-off Date was        
approximately 657.                                                              

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GROSS MARGINS FOR THE GROUP TWO MORTGAGE LOANS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RANGE OF GROSS MARGINS       LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
----------------------     -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
2.501% to 3.000%..........     130  $   65,604,619    5.94%   7.051%    695     $504,651    80.41%   40.51%   61.55%  58.24%
4.501% to 5.000%..........      14       2,169,658    0.20    7.756     645      154,976    84.36    40.98    53.70   32.78 
5.001% to 5.500%..........   3,088     789,308,001   71.49    7.531     660      255,605    79.01    42.26    59.83   31.94 
5.501% to 6.000%..........     472     109,474,467    9.91    8.215     634      231,937    88.45    42.30    61.48   18.91 
6.001% to 6.500%..........     639     137,594,880   12.46    8.883     665      215,328    97.43    42.70    48.76   16.03 
                             -----  --------------  ------    -----     ---     --------    -----    -----    -----   ----- 
   Total..................   4,343  $1,104,151,625  100.00%   7.739%    660     $254,237    82.34%   42.21%   58.70%  30.23%
                             =====  ==============  ======    =====     ===     ========    =====    =====    =====   ===== 

    As of the Cut-off Date, the Gross Margin for the Group Two Adjustable Rate
Mortgage Loans ranged from 2.750% per annum to 6.400% per annum and the weighted
average Gross Margin of the Group Two Adjustable Rate Mortgage Loans was        
approximately 5.415% per annum.                                                 

 MAXIMUM MORTGAGE RATES FOR THE GROUP TWO MORTGAGE LOANS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
RANGE OF MAXIMUM MORTGAGE  MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
RATES                        LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------------  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
11.500% or less...........       1  $      129,184    0.01%   5.400%    695     $129,184    80.00%   41.00%  100.00%   0.00%
11.501% to 12.000%........      48      21,380,277    1.94    5.868     712      445,422    75.32    35.36    82.11   60.29 
12.001% to 12.500%........     194      70,202,523    6.36    6.313     696      361,869    78.80    43.80    85.61   58.33 
12.501% to 13.000%........     497     173,351,027   15.70    6.818     681      348,795    79.71    42.25    68.40   43.49 
13.001% to 13.500%........     746     204,958,118   18.56    7.285     665      274,743    80.21    42.06    64.10   34.18 
13.501% to 14.000%........   1,078     269,911,337   24.45    7.769     655      250,382    81.35    42.49    52.26   26.26 
14.001% to 14.500%........     689     147,572,729   13.37    8.265     649      214,184    82.86    42.08    55.13   22.08 
14.501% to 15.000%........     570     118,122,482   10.70    8.756     639      207,232    85.91    42.33    50.50   17.24 
15.001% to 15.500%........     262      48,103,883    4.36    9.235     631      183,603    90.75    42.03    47.58   10.92 
15.501% to 16.000%........     160      29,957,013    2.71    9.753     633      187,231    93.98    41.24    36.82    8.92 
16.001% to 16.500%........      70      14,607,119    1.32   10.236     636      208,673    96.61    44.09    23.79   16.04 
16.501% to 17.000%........      22       3,970,782    0.36   10.747     635      180,490    98.46    40.30    20.92    9.44 
17.001% to 17.500%........       4         835,166    0.08   11.274     623      208,791    99.04    42.48    15.59    0.00 
17.501% to 18.000%........       2       1,049,985    0.10   11.600     628      524,992   100.00    47.48     0.00    0.00 
                             -----  --------------  ------   ------     ---     --------   ------    -----   ------   ----- 
   Total..................   4,343  $1,104,151,625  100.00%   7.739%    660     $254,237    82.34%   42.21%   58.70%  30.23%
                             =====  ==============  ======   ======     ===     ========   ======    =====   ======   ===== 

As of the Cut-off Date, the Maximum Mortgage Rates for the Group Two  
Adjustable Rate Mortgage Loans ranged from 11.400% per annum to 17.650% per     
annum and the weighted average Maximum Mortgage Rate of the Group Two Adjustable
Rate Mortgage Loans was approximately 13.739% per annum.                        

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NEXT RATE ADJUSTMENT DATE FOR THE GROUP TWO MORTGAGE LOANS
(EXCLUDES FIXED RATE MORTGAGE LOANS)

                                                        [Enlarge/Download Table]

                            NUMBER     AGGREGATE    PERCENT          WEIGHTED   AVERAGE   WEIGHTED WEIGHTED                 
                              OF       PRINCIPAL      OF    WEIGHTED  AVERAGE  PRINCIPAL   AVERAGE  AVERAGE                 
                           MORTGAGE     BALANCE      GROUP   AVERAGE  CREDIT    BALANCE   ORIGINAL DEBT-TO-  PERCENT PERCENT
NEXT RATE ADJUSTMENT DATE    LOANS    OUTSTANDING     TWO    COUPON    SCORE  OUTSTANDING    LTV    INCOME  FULL DOC    IO  
-------------------------  -------- -------------- -------- -------- -------- ----------- -------- -------- -------- -------
                                                                                                                            
August 2007...............       7  $    2,273,716    0.21%   7.348%    667     $324,817    85.75%   46.62%   82.76%  88.29%
September 2007............       1         101,600    0.01    6.950     702      101,600    80.00    44.00     0.00    0.00 
February 2008.............       5       1,637,079    0.15    7.507     623      327,416    77.49    44.25    94.96    0.00 
March 2008................       5         438,199    0.04    7.653     640       87,640    84.22    33.82    76.95    0.00 
January 2009..............     155      42,790,498    3.88    7.522     665      276,068    81.21    43.13    51.46   41.42 
February 2009.............   1,863     477,086,392   43.21    7.763     659      256,085    82.57    42.43    57.26   28.67 
March 2009................   1,078     253,097,651   22.92    7.882     658      234,784    82.58    42.91    62.83   26.59 
December 2009.............       1          58,145    0.01    9.900     550       58,145    85.00    17.00   100.00    0.00 
January 2010..............      57      16,103,197    1.46    7.730     663      282,512    82.19    41.87    56.49   44.33 
February 2010.............     684     189,132,436   17.13    7.622     663      276,509    82.32    41.35    54.70   33.39 
March 2010................     403     100,114,653    9.07    7.641     663      248,423    81.69    40.75    64.68   30.59 
January 2012..............       9       3,088,968    0.28    7.647     688      343,219    86.57    47.32    61.24   35.79 
February 2012.............      52      12,379,551    1.12    7.332     680      238,068    78.27    40.54    60.03   46.59 
March 2012................      23       5,849,540    0.53    7.828     656      254,328    79.50    40.87    58.78   36.96 
                             -----  --------------  ------    -----     ---     --------    -----    -----   ------   ----- 
   Total..................   4,343  $1,104,151,625  100.00%   7.739%    660     $254,237    82.34%   42.21%   58.70%  30.23%
                             =====  ==============  ======    =====     ===     ========    =====    =====   ======   ===== 

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PROSPECTUS                                                                      

ASSET BACKED CERTIFICATES 

ASSET BACKED NOTES
(ISSUABLE IN SERIES)

MERRILL LYNCH MORTGAGE INVESTORS, INC.
DEPOSITOR 
----------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 1 OF THIS PROSPECTUS.     

The securities of each series will not represent an obligation of or interest in
the depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, any master   
servicer or any of their respective affiliates, except to the limited extent    
described herein and in the related prospectus supplement.                      

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

THE SECURITIES                                                                  

Merrill Lynch Mortgage Investors, Inc., as depositor, will sell the 
securities, which may be in the form of asset backed certificates or asset      
backed notes. Each issue of securities will have its own series designation and 
will evidence either:                                                           

-  ownership interests in certain assets in a trust fund or         

-  debt obligations secured by certain assets in a trust fund.      

  -  Each series of securities will consist of one or more classes. Each
   class of securities will represent the entitlement to a specified
       portion of future interest payments and a specified portion of future
     principal payments on the assets in the related trust fund. In each
     case, the specified portion may equal from 0% to 100%. A series may
       include one or more classes of securities that are senior in right of
         payment to one or more other classes. One or more classes of securities
         may be entitled to receive distributions of principal, interest or both
prior to one or more other classes, or before or after certain
        specified events have occurred. The related prospectus supplement will
specify each of these features.                               

THE TRUST FUND AND ITS ASSETS                                                   

   As specified in the related prospectus supplement, each trust fund will
consist primarily of assets from one of the following categories:               

 -  one or more segregated pools of various types of mortgage loans or
       closed-end and/or revolving home equity loans (or certain balances of
         these loans), in each case secured by first and/or junior liens on one-
        to five-family residential properties, or security interests in shares
         issued by cooperative housing corporations, including mixed residential
and commercial structures;                                    

-  manufactured housing installment contracts and installment loan  
    agreements secured by senior or junior liens on manufactured homes
        and/or by mortgages on real estate on which the manufactured homes are
located;                                                      

-  home improvement installment sales contracts or installment loan 
         agreements originated by a home improvement contractor and secured by a
    mortgage on the related mortgaged property that is junior to other
liens on the mortgaged property; and                          

   -  certain direct obligations of the United States, agencies thereof or
   agencies created thereby. Each trust fund may be subject to early
termination in certain circumstances.                         

MARKET FOR THE SECURITIES                                                       

 No market will exist for the securities of any series before they are
issued. In addition, even after the securities of a series have been issued and 
sold, there can be no assurance that a resale market will develop.              

OFFERS OF THE SECURITIES                                                        

     Offers of the securities are made through Merrill Lynch, Pierce, Fenner &
Smith Incorporated and the other underwriters listed in the related prospectus  
supplement.                                                                     

   Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus is  
accurate or complete. Any representation to the contrary is a criminal offense. 
----------------------

MERRILL LYNCH & CO. 
----------------------

The date of this Prospectus is March 22, 2007.

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

Information about each series of securities is contained in the following       
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 securities of that series.            

    You should rely only on the information contained 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. The information in this prospectus  
is accurate only as of the date of this prospectus.                             

Each prospectus supplement generally will include the following     
information with respect to the related series of securities:                   

  -  the principal amount, interest rate and authorized denominations of
each class of securities;                                     

    -  information concerning the mortgage loans, home improvement contracts
and/or securities in the related trust fund;                  

  -  information concerning the seller or sellers of the mortgage loans,
         home improvement contracts and/or securities and information concerning
any servicer;                                                 

     -  the terms of any credit enhancement with respect to particular classes
of the securities;                                            

    -  information concerning other trust fund assets, including any reserve
fund;                                                         

  -  the final scheduled distribution date for each class of securities;

    -  the method for calculating the amount of principal to be paid to each
        class of securities, and the timing and order of priority of principal
payments;                                                     

     -  information about any REMIC tax elections for some or all of the trust
fund assets; and                                              

-  particulars of the plan of distribution for the securities.      

If you require additional information, the mailing address of our   
principal executive offices is Merrill Lynch Mortgage Investors, Inc., 250 Vesey
Street, World Financial Center-North Tower, 10th Floor, New York, New York      
10281-1310, Attention: Secretary, and our telephone number is (212) 449-0357.   
For other means of acquiring additional information about us or a series of     
securities, see "Incorporation of Certain Information by Reference" on page 124 
of this prospectus.                                                             

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TABLE OF CONTENTS 

                                                                [Download Table]
                                          
Risk Factors........................     1
Description of the Trust Funds......     7
     Assets.........................     7
     Mortgage Loans.................     7
     Loan-to-Value Ratio............     9
     Mortgage Loan Information in         
       Prospectus Supplements.......     9
     Government Securities..........    11
     Pre-Funding Account............    11
     Accounts.......................    11
     Credit Support.................    12
     Cash Flow Agreements...........    12
Use of Proceeds.....................    12
Yield Considerations................    12
     General........................    12
     Pass-Through Rate and                
       Interest Rate................    12
     Timing of Payment of                 
       Interest.....................    13
     Payments of Principal;               
       Prepayments..................    13
     Prepayments--Maturity and            
       Weighted Average Life........    14
     Other Factors Affecting              
       Weighted Average Life........    15
The Depositor.......................    17
Description of the Securities.......    17
     General........................    17
     Categories of Classes of             
       Securities...................    18
     Distributions..................    21
     Available Distribution               
       Amount.......................    22
     Distributions of Interest on         
       the Securities...............    23
     Distributions of Principal of        
       the Securities...............    24
     Components.....................    24
     Allocation of Losses and             
       Shortfalls...................    24
     Advances in Respect of               
       Delinquencies................    24
     Reports to Securityholders.....    25
     Termination....................    27
     Book-Entry Registration and          
       Definitive Securities........    27
Exchangeable Certificates...........    30
     General........................    30
     Exchanges......................    31
     Procedures.....................    32
Description of the Agreements.......    33
     Agreements Applicable to a           
       Series.......................    33
     Assignment of Assets;                
       Repurchases..................    34
     Representations and Warranties;      
       Repurchases..................    35
     Collection Account and Related       
       Accounts.....................    36
     Collection and Other Servicing       
       Procedures...................    40
     Sub-Servicers..................    40
     Realization upon Defaulted           
       Mortgage Loans...............    41
     Primary Mortgage Insurance           
       Policies.....................    42
     Hazard Insurance Policies......    43
     Fidelity Bonds and Errors and        
       Omissions Insurance..........    44
     Due-on-Sale Provisions.........    44
     Retained Interest; Servicing         
       Compensation and Payment of        
       Expenses.....................    45
     Evidence as to Compliance......    45
     Certain Matters Regarding a          
       Master Servicer and the            
       Depositor....................    46
     Events of Default under the          
       Agreement....................    47
     Rights upon Event of Default         
       under the Agreement..........    48
     Amendment......................    49
     The Trustee....................    49
     Duties of the Trustee..........    49
     Certain Matters Regarding the        
       Trustee......................    50
     Resignation and Removal of the       
       Trustee......................    50
     Certain Terms of the                 
       Indenture....................    51
Description of Credit Support.......    53
     General........................    53
     Subordinate Securities.........    54
     Cross-Support Provisions.......    54
     Insurance or Guarantees........    54
     Letter of Credit...............    54
     Insurance Policies and Surety        
       Bonds........................    54
     Reserve Funds..................    54

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                                                                [Download Table]
                                          
Certain Legal Aspects of Mortgage         
  Loans.............................    55
     General........................    55
     Types of Mortgage                    
       Instruments..................    55
     Interest in Real Property......    56
     Cooperative Loans..............    56
     Foreclosure....................    57
     Junior Mortgages...............    61
     Anti-Deficiency Legislation and      
       Other Limitations on               
       Lenders......................    61
     Environmental Legislation......    62
     Due-on-Sale Clauses............    62
     Subordinate Financing..........    63
     Applicability of Usury Laws....    63
     Alternative Mortgage                 
       Instruments..................    64
     Servicemembers Civil Relief          
       Act..........................    64
     Forfeitures in Drug and RICO         
       Proceedings..................    65
     The Contracts..................    65
Material Federal Income Tax               
  Consequences......................    68
     General........................    68
     Grantor Trust Funds............    68
     New Withholding Regulations....    77
     REMICs.........................    77
     Tax-Related Restrictions on          
       Transfers of REMIC Residual        
       Certificates.................    92
     Tax Characterization of a Trust      
       Fund as a Partnership........    95
     Tax Treatment of Certificates        
       as Debt for Tax Purposes.....   101
Taxation of Classes of Exchangeable       
  Securities........................   104
     General........................   104
     Tax Status.....................   104
     Tax Accounting for Exchangeable      
       Securities...................   104
     Exchanges of Exchangeable            
       Securities...................   106
     Tax Treatment of Foreign             
       Investors....................   106
     Backup Withholding.............   106
     Reporting and Administrative         
       Matters......................   106
State Tax Considerations............   106
ERISA Considerations................   107
     General........................   107
     Prohibited Transactions........   107
     Availability of Underwriter's        
       Exemption for Certificates...   108
     Review by Plan Fiduciaries.....   113
Legal Investment....................   113
Plan of Distribution................   115
Legal Matters.......................   116
Financial Information...............   116
Incorporation of Certain Information      
  by Reference......................   116
Ratings.............................   117
Index of Defined Terms..............   118

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RISK FACTORS

You should consider the following information carefully, since it identifies    
certain significant sources of risk associated with an investment in the        
securities.                                                                     

THERE IS A RISK THAT THE SECURITIES WILL HAVE LIMITED LIQUIDITY.                

At the time a series of securities is issued, there will not be a secondary     
market for them. Merrill Lynch, Pierce, Fenner & Smith Incorporated currently   
expects to make a secondary market in the offered securities, but it is not     
required to. We cannot assure you that a secondary market for the securities of 
any series will develop or, if it does develop, that it will provide holders of 
those securities with liquidity of investment or will continue while those      
securities remain outstanding.                                                  

THERE IS A RISK ASSOCIATED WITH LIMITED ASSETS THAT THOSE ASSETS WILL NOT BE    
SUFFICIENT TO PAY THE SECURITIES IN FULL.                                       

-  The securities will not represent an interest in or obligation of the        
depositor, the master servicer or any of their affiliates.                

-  The only obligations with respect to the securities or the assets securing   
 them will be the obligations (if any) of any "warranting party" (as further
   described in this prospectus) pursuant to certain limited representations and
   warranties made with respect to the mortgage loans, the master servicer's and
any sub-servicer's servicing obligations under the related agreements     
(including the limited obligation to make certain advances in the event of
delinquencies on the mortgage loans, but only to the extent they deem such
   advances recoverable) and, if described in the related prospectus supplement,
certain limited obligations of the master servicer in connection with an  
agreement to purchase or act as remarketing agent with respect to a       
convertible adjustable-rate mortgage loan (as more fully described in this
prospectus) upon conversion to a fixed rate or a different index.         

-  Since certain representations and warranties with respect to the mortgage    
   assets may have been made and/or assigned in connection with transfers of the
  mortgage assets prior to the closing date, the rights of the trustee and the
securityholders with respect to such representations or warranties will be
limited to their rights as an assignee thereof.                           

-  None of the depositor, the master servicer or any affiliate thereof will have
any obligation with respect to representations or warranties made by any  
other entity.                                                             

-  Neither the securities nor the underlying assets will be guaranteed or       
 insured by any governmental agency or instrumentality, or by the depositor,
the master servicer, any sub-servicer.                                    

-  Proceeds of the assets included in the related trust fund for each series of 
  securities (including the assets and any form of credit enhancement) will be
  the sole source of payments on the securities, and there will be no recourse
to the depositor or any other entity in the event that these proceeds are 
   insufficient or otherwise unavailable to make all payments provided for under
the securities.                                                           

-  A series of securities will not have any claim against or security interest  
in the trust funds for any other series. If the related trust fund is     
insufficient to make payments on these securities, no other assets will be
available for payment of the deficiency. Additionally, certain amounts    
  remaining in certain funds or accounts, including the collection account and
any accounts maintained as credit support, may be withdrawn under certain 
 conditions, as described in the related prospectus supplement. In the event
  of such withdrawal, such amounts will not be available for future payment of
principal of or interest on the securities.                               

-  If provided in the prospectus supplement for a series of securities          
consisting of one or more classes of subordinate securities, on any       
  distribution date in respect of which losses or shortfalls in collections on
 the assets have been incurred, the amount of such losses or shortfalls will
be borne first by one or more classes of the subordinate securities, and, 
   thereafter, by the remaining classes of securities in the priority and manner
and subject to the limitations specified in that prospectus supplement.   

We refer you to "Description of the Trust Funds" for further information.       

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THERE IS A RISK THAT PREPAYMENTS ON THE ASSETS IN A TRUST FUND WILL ADVERSELY   
AFFECT THE AVERAGE LIFE AND YIELDS OF THE RELATED SECURITIES.                   

-  Prepayments (including those caused by defaults) on the assets in any trust  
 fund generally will result in a faster rate of principal payments on one or
  more classes of the related securities than if payments on these assets were
 made as scheduled. Thus, the prepayment experience on the assets may affect
 the average life of each class of related securities. The rate of principal
payments on pools of mortgage loans varies between pools and from time to 
   time is influenced by a variety of economic, demographic, geographic, social,
tax, legal and other factors. We can't assure you as to the rate of       
  prepayment on the assets in any trust fund or that the rate of payments will
conform to any model we describe here or in any prospectus supplement. If 
prevailing interest rates fall significantly below the applicable mortgage
interest rates, principal prepayments are likely to be higher than if     
prevailing rates remain at or above the rates borne by the mortgage loans 
  underlying or comprising the mortgage assets in any trust fund. As a result,
the actual maturity of any class of securities evidencing an interest in a
  trust fund containing mortgage assets could occur significantly earlier than
expected.                                                                 

-  A series of securities may include one or more classes of securities with    
priorities of payment and, as a result, yields on other classes of        
securities, including classes of offered securities, of such series may be
 more sensitive to prepayments on assets. A series of securities may include
 one or more classes offered at a significant premium or discount. Yields on
these classes of securities will be sensitive, and in some cases extremely
sensitive, to prepayments on mortgage assets and, where the amount of     
interest payable with respect to a class is disproportionately high, as   
compared to the amount of principal, as with certain classes of stripped  
interest securities, a holder might, in some prepayment scenarios, fail to
recoup its original investment. A series of securities may include one or 
more classes of securities, including classes of offered securities, that 
provide for distribution of principal thereof from amounts attributable to
interest accrued but not currently distributable on one or more classes of
accrual securities and, as a result, yields on such securities will be    
sensitive to (a) the provisions of such accrual securities relating to the
timing of distributions of interest thereon and (b) if such accrual       
 securities accrue interest at a variable or adjustable pass-through rate or
interest rate, changes in such rate.                                      

We refer you to "Yield Considerations" in the prospectus and, if applicable, in 
the related prospectus supplement for further information.                      

THERE IS A RISK THAT DEFAULTS BY OBLIGORS OR DECLINES IN THE VALUES OF MORTGAGED
PROPERTIES WILL RESULT IN LOSSES TO INVESTORS.                                  

-  An investment in securities such as the securities which generally represent 
   interests in mortgage loans may be affected by, among other things, a decline
  in real estate values and changes in the mortgagors' financial condition. 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 relevant residential real estate market should     
experience an overall decline in property values such that the outstanding
balances of the related mortgage loans, and any secondary financing on the
mortgaged properties, 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 that market. In addition, in the case of mortgage loans
 that are subject to negative amortization, due to the addition to principal
 balance of deferred interest, the principal balances of such mortgage loans
could be increased to an amount equal to or in excess of the value of the 
underlying mortgaged properties, thereby increasing the likelihood of     
default.                                                                  

-  To the extent that these losses are not covered by the applicable credit     
  support, if any, holders of securities of the series evidencing interests in
  the related mortgage loans will bear all risk of loss resulting from default
 by mortgagors and will have to look primarily to the value of the mortgaged
 properties for recovery of the outstanding principal and unpaid interest on
the defaulted mortgage loans. Certain of the                              

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types of mortgage loans may involve additional uncertainties not present in     
traditional types of loans.                                                     

-  For example, certain of the mortgage loans provide for escalating or variable
  payments by the mortgagor under the mortgage loan, as to which the mortgagor
is generally qualified on the basis of the initial payment amount. In some
 cases the mortgagor's income may not be sufficient to enable it to continue
 to make its loan payments as such payments increase and thus the likelihood
of default will increase.                                                 

-  In addition to the foregoing, certain geographic regions of the United States
from time to time will experience weaker regional economic conditions and 
housing markets, and will thus experience higher rates of loss and        
 delinquency than the mortgage loans generally will experience. The mortgage
loans underlying certain series of securities may be concentrated in these
 regions, and this concentration may present risk considerations in addition
to those generally present for similar mortgage-backed securities without 
this concentration.                                                       

-  Further, the rate of default on mortgage loans that are refinance or limited 
 documentation mortgage loans, and on mortgage loans with high loan-to-value
   ratios, may be higher than for other types of mortgage loans. Additionally, a
decline in the value of the mortgaged properties will increase the risk of
loss particularly with respect to any related junior mortgage loans.      

We refer you to "--There is a risk that there will be reduced or no proceeds    
available when junior lien mortgage loans are liquidated" in this prospectus for
further information.                                                            

-  In addition, a prospectus supplement may specify that the loan-to-value      
ratios for the mortgage loans in the related trust will exceed 100%. The  
   related mortgaged properties will thus be highly unlikely to provide adequate
   security for these mortgage loans. To the extent specified in that prospectus
supplement, the assessment of the credit history of a borrower and that   
 borrower's capacity to make payments on the related mortgage loan will have
 been the primary considerations in underwriting the mortgage loans included
  in that trust. The evaluation of the adequacy of the loan-to-value ratio, if
  so specified in the related prospectus supplement, will have been given less
 consideration, and in certain cases no consideration, in underwriting those
mortgage loans.                                                           

THERE IS A RISK THAT STATUTORY AND JUDICIAL LIMITATIONS ON FORECLOSURE          
PROCEDURES MAY DELAY RECOVERY IN RESPECT OF THE MORTGAGED PROPERTY AND, IN SOME 
INSTANCES, LIMIT THE AMOUNT THAT MAY BE RECOVERED BY THE FORECLOSING LENDER,    
RESULTING IN LOSSES ON THE MORTGAGE LOANS THAT MIGHT BE ALLOCATED TO THE        
CERTIFICATES.                                                                   

Foreclosure procedures may vary from state to state. Two primary methods of     
foreclosing a mortgage instrument are judicial foreclosure, involving court     
proceedings, and non-judicial foreclosure pursuant to a power of sale granted in
the mortgage instrument. A foreclosure action is subject to most of the delays  
and expenses of other lawsuits if defenses are raised or counterclaims are      
asserted. Delays may also result from difficulties in locating necessary        
defendants. Non-judicial foreclosures may be subject to delays resulting from   
state laws mandating the recording of notice of default and notice of sale and, 
in some states, notice to any party having an interest of record in the real    
property, including junior lienholders. Some states have adopted "anti-         
deficiency" statutes that limit the ability of a lender to collect the full     
amount owed on a mortgage loan if the property sells at foreclosure for less    
than the full amount owed. In addition, United States courts have traditionally 
imposed general equitable principles to limit the remedies available to lenders 
in foreclosure actions that are perceived by the court as harsh or unfair. The  
effect of these statutes and judicial principles may be to delay and/or reduce  
distributions in respect of the offered certificates.                           

See "Certain Legal Aspects of Mortgage Loans -- Foreclosure."                   

THERE IS A RISK THAT THERE WILL BE REDUCED OR NO PROCEEDS AVAILABLE WHEN JUNIOR 
LIEN MORTGAGE LOANS ARE LIQUIDATED.                                             

-  Certain mortgage loans may be secured by junior liens and the related first  
and other senior liens, if any, may not be included in the mortgage pool. 

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-  The primary risk to holders of mortgage loans secured by junior liens is the 
possibility that adequate funds will not be received in connection with a 
  foreclosure of the related senior lien to satisfy fully both the senior lien
and the mortgage loan. If a holder of the senior lien forecloses on a     
 mortgaged property, the proceeds of the foreclosure or similar sale will be
 applied first to the payment of court costs and fees in connection with the
foreclosure, second to real estate taxes, third in satisfaction of all    
principal, interest, prepayment or acceleration penalties, if any, and any
  other sums due and owing to the holder of the senior lien. The claims of the
holder of the senior lien will be satisfied in full out of proceeds of the
liquidation of the mortgage loan, if these proceeds are sufficient, before
  the trust fund as holder of the junior lien receives any payments in respect
of the mortgage loan.                                                     

-  If the master servicer were to foreclose on any mortgage loan, it would do so
subject to any related senior lien. In order for the debt related to the  
mortgage loan to be paid in full at such sale, a bidder at the foreclosure
  sale of that mortgage loan would have to bid an amount sufficient to pay off
all sums due under the mortgage loan and the senior lien or purchase the  
mortgaged property subject to the senior lien. In the event that such     
   proceeds from a foreclosure or similar sale of the related mortgaged property
  were insufficient to satisfy both loans in the aggregate, the trust fund, as
   the holder of the junior lien, and, accordingly, holders of the certificates,
would bear the risk of delay in distributions while a deficiency judgment 
against the borrower was being obtained and the risk of loss if the       
deficiency judgment were not realized upon. Moreover, deficiency judgments
may not be available in certain jurisdictions. In addition, a junior      
   mortgagee may not foreclose on the property securing a junior mortgage unless
it forecloses subject to the senior mortgage.                             

We refer you to "Certain Legal Aspects of the Mortgage Loans--Junior Mortgages" 
in this prospectus for further information.                                     

THERE IS A RISK THAT ANY APPLICABLE CREDIT SUPPORT WILL NOT COVER ALL LOSSES.   

-  The prospectus supplement for a series of certificates will describe any     
credit support in the related trust fund, which may include letters of    
credit, insurance policies, guarantees, reserve funds or other types of   
  credit support, or combinations of these. Any credit support will be subject
to the conditions and limitations described here and in the related       
prospectus supplement. Moreover, this credit support may not cover all    
 potential losses or risks; for example, credit support may or may not cover
fraud or negligence by a borrower or other parties.                       

-  A series of securities may include one or more classes of subordinate        
  securities (which may include offered securities), if we provide for that in
the related prospectus supplement. Although subordination is designed to  
 reduce the risk to holders of senior securities of delinquent distributions
or ultimate losses, the amount of subordination will be limited and may   
decline under certain circumstances. In addition, if principal payments on
 one or more classes of securities of a series are made in a specified order
  of priority, any limits with respect to the aggregate amount of claims under
   any related credit support may be exhausted before the principal of the lower
 priority classes of securities of this series has been repaid. As a result,
the impact of significant losses and shortfalls on the assets may fall    
primarily upon those classes of securities having a lower priority of     
   payment. Moreover, if a form of credit support covers more than one series of
securities (we refer to this as a "covered trust"), holders of securities 
evidencing an interest in a covered trust will be subject to the risk that
  this credit support will be exhausted by the claims of other covered trusts.

-  The amount of any applicable credit support supporting one or more classes of
offered securities, including the subordination of one or more classes of 
 securities, will be determined on the basis of criteria established by each
  rating agency rating such classes of securities based on an assumed level of
  defaults, delinquencies, other losses or other factors. We can't assure you,
however, that the                                                         

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 loss experience on the related assets will not exceed these assumed levels.

-  Regardless of the form of credit enhancement, the amount of coverage will be 
  limited in amount and in most cases will be subject to periodic reduction in
  accordance with a schedule or formula. The master servicer will generally be
 permitted to reduce, terminate or substitute all or a portion of the credit
enhancement for any series of securities, if the applicable rating agency 
indicates that the then-current rating of those securities will not be    
adversely affected.                                                       

-  The rating agency rating a series of securities may lower its rating         
following the initial issuance of the securities if the obligations of any
applicable credit support provider have been downgraded, or as a result of
losses on the related assets substantially in excess of the levels        
contemplated by that rating agency when it performed its initial rating   
analysis. None of the depositor, the master servicer or any of their      
affiliates will have any obligation to replace or supplement any credit   
 support or to take any other action to maintain any rating of any series of
securities.                                                               

We refer you to "--There are risks in relying on the limited nature of ratings",
"Description of the Securities" and "Description of Credit Support" for further 
information.                                                                    

THERE IS A RISK TO HOLDERS OF SUBORDINATE SECURITIES THAT LOSSES WILL HAVE A    
GREATER IMPACT ON THEM.                                                         

-  The rights of subordinate securityholders to receive distributions to which  
they would otherwise be entitled with respect to the assets will be       
subordinate to the rights of the master servicer (to the extent that the  
master servicer is paid its servicing fee, including any unpaid servicing 
fees with respect to one or more prior due periods, and is reimbursed for 
  certain unreimbursed advances and unreimbursed liquidation expenses) and the
senior securityholders to the extent described in the related prospectus  
  supplement. As a result of the foregoing, investors must be prepared to bear
the risk that they may be subject to delays in payment and may not recover
their initial investments in the subordinate securities.                  

We refer you to "Description of the Securities--General" and "--Allocation of   
Losses and Shortfalls" in this prospectus for further information.              

-  The yields on the subordinate securities may be extremely sensitive to the   
loss experience of the assets and the timing of any such losses. If the   
actual rate and amount of losses experienced by the assets exceed the rate
 and amount of such losses assumed by an investor, the yields to maturity on
the subordinate securities may be lower than you anticipated.             

THERE IS A RISK THAT OBLIGORS ON BALLOON LOANS WILL NOT BE ABLE TO MAKE BALLOON 
PAYMENTS.                                                                       

Some of the mortgage loans as of the cut-off date may not be fully amortizing   
over their terms to maturity (we call these "balloon loans") and, thus, will    
require substantial principal payments (i.e., balloon payments) at their stated 
maturity. Mortgage loans with balloon payments involve a greater degree of risk 
because the ability of a mortgagor to make a balloon payment typically will     
depend upon its ability either to timely refinance the loan or to timely sell   
the related mortgaged property. The ability of a mortgagor to accomplish either 
of these goals will be affected by a number of factors, including the level of  
available mortgage interest rates at the time of sale or refinancing, the       
mortgagor's equity in the related mortgaged property, the financial condition of
the mortgagor, the value of the mortgaged property, tax laws, prevailing general
economic conditions and the availability of credit for single family or         
multifamily real properties generally.                                          

THERE IS A POSSIBILITY, IF THE RELATED PROSPECTUS SUPPLEMENT PROVIDES FOR IT,   
THAT UPON AN OPTIONAL TERMINATION OF A TRUST FUND, THE PROCEEDS MAY BE LESS THAN
THE OUTSTANDING PRINCIPAL AMOUNT OF THE SECURITIES PLUS ACCRUED INTEREST.       

-  If specified in the related prospectus supplement, a series of securities may
   be subject to optional early termination through the repurchase of the assets
in the related trust fund by the party specified therein, under the       
   circumstances and in the manner set forth therein. If provided in the related
prospectus supplement, upon the reduction of the security balance of a    
   specified class or classes of securities to a specified percentage or amount,
the party                                                                 

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specified therein will solicit bids for the purchase of all assets of the 
   trust fund, or of a sufficient portion of such assets to retire such class or
   classes or purchase such class or classes at a price set forth in the related
prospectus supplement, in each case, under the circumstances and in the   
manner set forth therein.                                                 

-  In either such case, if the related prospectus supplement provides for it,   
 the proceeds available for distribution to securityholders may be less than
  the outstanding principal balance of their securities plus accrued interest.
If this happens, these securityholders could incur a loss on their        
investment.                                                               

THERE ARE RISKS RELATING TO CERTAIN FEDERAL INCOME TAX CONSIDERATIONS REGARDING 
REMIC RESIDUAL CERTIFICATES.                                                    

-  Holders of REMIC residual certificates must report on their federal income   
  tax returns as ordinary income their pro rata share of the taxable income of
the REMIC, regardless of the amount or timing of their receipt of cash    
   payments, as described in "Material Federal Income Tax Consequences--REMICs."
Under certain circumstances, holders of offered securities that are REMIC 
residual certificates may have taxable income and tax liabilities arising 
from such investment during a taxable year in excess of the cash received 
  during such period. Individual holders of REMIC residual certificates may be
 limited in their ability to deduct servicing fees and other expenses of the
REMIC.                                                                    

-  In addition, REMIC residual certificates are subject to certain restrictions 
on transfer. Because of the special tax treatment of REMIC residual       
  certificates, the taxable income arising in a given year on a REMIC residual
certificate will not be equal to the taxable income associated with       
investment in a corporate bond or stripped instrument having similar cash 
   flow characteristics and pre-tax yield. Therefore, the after-tax yield on the
   REMIC residual certificate may be significantly less than that of a corporate
bond or stripped instrument having similar cash flow characteristics.     
 Additionally, prospective purchasers of a REMIC residual certificate should
  be aware that treasury regulations provide that REMIC residual interests may
not be marked to market.                                                  

We refer you to "Material Federal Income Tax Consequences--REMICs" in this      
prospectus for further information.                                             

THERE ARE RISKS IN RELYING ON THE LIMITED NATURE OF RATINGS.                    

  Any rating assigned by a rating agency to a class of securities will
reflect that rating agency's assessment solely of the likelihood that holders of
securities of that class will receive payments to which those securityholders   
are entitled under the related agreement. This rating will not be an assessment 
of the likelihood that principal prepayments (including those caused by         
defaults) on the related mortgage assets will be made, the degree to which the  
rate of such prepayments might differ from what you originally anticipated or   
the likelihood of early optional termination of the series of securities. This  
rating will not address the possibility that prepayment at higher or lower rates
than you anticipated may cause you to experience a yield lower than you         
anticipated or that an investor purchasing a security at a significant premium  
might fail to recoup its initial investment under certain prepayment scenarios. 
Each prospectus supplement will identify any payment to which holders of offered
securities of the related series are entitled that is not covered by the        
applicable rating.                                                              

We refer you to "Ratings" in this prospectus for further information.           

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DESCRIPTION OF THE TRUST FUNDS

ASSETS                                                                          

The primary assets of each Trust Fund (the "Assets") will include:              

   (i)     one- to five-family mortgage loans (collectively, the "Mortgage
          Loans"), including without limitation, Home Equity Loans, Home
       Improvement Contracts and Manufactured Housing Contracts or

(ii)    direct obligations of the United States, agencies thereof or
agencies created thereby which are:                 

(a)   interest-bearing securities,                    

(b)   non-interest-bearing securities,                

         (c)   originally interest-bearing securities from which coupons
             representing the right to payment of interest have been
removed, or                               

           (d)   interest-bearing securities from which the right to payment
                  of principal has been removed (the "Government Securities").

As used herein, "Mortgage Loans" refers to whole Mortgage Loans. The
Mortgage Loans will not be guaranteed or insured by Merrill Lynch Mortgage      
Investors, Inc. (the "Depositor"). Each Asset will be selected by a sponsor of  
the transaction for inclusion in a Trust Fund from among those purchased, either
directly or indirectly, from a prior holder thereof (an "Asset Seller"), which  
may be an affiliate of the Depositor and, with respect to Assets, which prior   
holder may or may not be the originator of such Mortgage Loan.                  

  The Securities will be entitled to payment only from the assets of the
related Trust Fund and will not be entitled to payments in respect of the assets
of any other trust fund established by the Depositor. If specified in the       
related Prospectus Supplement, the assets of a Trust Fund will consist of       
certificates representing beneficial ownership interests in, or indebtedness of,
another trust fund that contains the Assets.                                    

    Static pool information regarding the sponsor of the transaction will be
available on a website, as set forth in the related prospectus supplement. Such 
website may include information regarding transactions which closed prior to    
January 1, 2006. Any information related to such pre-January 1, 2006 information
will not be deemed to be part of the related prospectus supplement, this        
prospectus or the registration statement.                                       

MORTGAGE LOANS                                                                  

General                                                                         

Each Mortgage Loan will be secured by:                              

(i)     a lien on a Mortgaged Property consisting of a one- to    
              five-family residential property (a "Single Family Property" and
           the related Mortgage Loan a "Single Family Mortgage Loan") or

(ii)    a security interest in shares issued by private cooperative 
         housing corporations ("Cooperatives"). If so specified in the
           related Prospectus Supplement, a Mortgaged Property may include
some commercial use.                                

    Mortgaged Properties will be located in any one of the fifty states, the
District of Columbia, the Commonwealth of Puerto Rico or any U.S. possession. To
the extent specified in the related Prospectus Supplement, the Mortgage Loans   
will be secured by first and/or junior mortgages or deeds of trust or other     
similar security instruments creating a first or junior lien on Mortgaged       
Property. The Mortgaged                                                         

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Properties may include apartments owned by Cooperatives and leasehold interests 
in properties, the title to which is held by third party lessors. Each Mortgage 
Loan will have been originated by a person (the "Originator") other than the    
Depositor. The related Prospectus Supplement will indicate if any Originator is 
an affiliate of the Depositor. The Mortgage Loans will be evidenced by          
promissory notes (the "Mortgage Notes") secured by mortgages, deeds of trust or 
other security instruments (the "Mortgages") creating a lien on the Mortgaged   
Properties. If specified in the related Prospectus Supplement, certain of the   
Mortgage Loans (by principal balance) in a Trust Fund will be, as of the related
Cut-off Date, 30 days or more past their most recent contractually scheduled    
payment date.                                                                   

 The adjustable or variable index (the "Index") applicable to Mortgage
Loans with adjustable Mortgage Rates ("ARM Loans") may be one of the following  
indices:                                                                        

-   U.S. Dollar LIBOR ("LIBOR"), which is the average of the London 
       Interbank Offer Rate, a rate at which banks in London, England lend
         U.S. dollars to other banks in the U.S. dollar wholesale or interbank
money markets for a specified duration.                     

     -   EURIBOR ("EURIBOR"), which is the average of the Euro Interbank Offer
         Rate, a rate at which banks offer to lend Euros to other banks in the
       Euro wholesale or interbank money markets for a specified duration.

   -   GBP LIBOR ("GBP LIBOR"), which is the average of the British Pounds
          Sterling London Interbank Offer Rate, a rate at which banks in London,
      England lend British Pounds Sterling to other banks in the British
        Pounds Sterling wholesale or interbank money markets for a specified
duration.                                                   

   -   London Interbank Offer Swap Rate ("LIBORSWAP"), a rate which is the
    difference between the negotiated and of a swap, with the spread
determined by characteristics of market supply and creditor 
worthiness.                                                 

      -   SIBOR ("SIBOR"), which is the average of the Singapore Interbank Offer
        Rate, a rate at which banks in Asia lend U.S. dollars to other banks
         in the Singapore wholesale or interbank money markets for a specified
duration.                                                   

     -   Constant Maturity Treasury ("CMT") Indices, which is an average yield
         on United States Treasury securities adjusted to a specified constant
maturity, as by the Federal Reserve Board.                  

      -   Treasury Bill ("T-Bill") Indices, which is a rate based on the results
  of auctions that the U.S. Department of Treasury holds for its
     Treasury bills, notes or bonds or is derived from its daily yield
curve.                                                      

   -   Federal Funds Rate ("Fed Funds Rate"), which is the rate that banks
         charge each other on overnight loans made between them, as determined
by the Federal Reserve Bank.                                

-   Prime Rate ("Prime Rate") Index, which is an index based on the 
         interest rate that banks charge to their most credit-worthy customers
   for short-term loans. The Prime Rate may differ among financial
institutions.                                               

    -   Monthly Treasury Average ("MTA"), which is a per annum rate equal to
    the 12-month average yields on United States Treasury securities
    adjusted to a constant maturity of one year, as published by the
Federal Reserve Board.                                      

 -   Cost of Funds Index ("COFI"), which is a weighted average cost of
          funds for savings institutions that are member institutions of various
        federal banking districts, most commonly by 11th District members of
the Federal Home Loan Bank of San Francisco.                

     -   National Monthly Median Cost of Funds Index ("National Monthly Median
         COFI"), which is the median COFI of all federal banking districts, or
the midpoint value, of institutions' COFI ratios.           

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  -   Cost of Savings Index ("COSI"), which is a weighted average of the
      rates of interest on the deposit accounts of the federally insured
depository institution subsidiaries of Golden West Financial
Corporation, which operates under the name World Savings.   

  -   Consumer Price Index ("CPI"), which is an published monthly by the
        U.S. Bureau of Labor Statistics that measures the change in the cost
         of a basket of products and services, including housing, electricity,
food and transportation.                                    

   -   Certificate of Deposit Indices ("CODI"), which are indices based on
      the averages of the nationally published secondary market interest
       rates on nationally traded certificates of deposit, as published by
        the Federal Reserve Board. The certificates of deposit are issued by
  banks and other financial institutions and pay a fixed rate of
interest for specified maturities.                          

   -   National Average Contract Mortgage Rate ("National Average Contract
          Mortgage Rate"), which is an index based on a weighted average rate of
        initial mortgage interest rates paid by home buyers for conventional
         fixed and adjustable rate single-family homes reported by a sample of
       mortgage lenders for loans closed for the last five working days of
  the month. The weightings are determined by the type, size and
         location of the lender and is reported monthly by the Federal Housing
Finance Board.                                              

  -   Federal Home Loan Bank Index ("FHLB Index"), which is which is the
      average interest rate that member banks pay when they borrow money
from a Federal Home Loan Bank.                              

      The Indices described above which are applicable to the Mortgage Loans for
a trust fund will be disclosed in the related prospectus supplement.            

LOAN-TO-VALUE RATIO                                                             

 The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is the
ratio (expressed as a percentage) of the then outstanding principal balance of  
the Mortgage Loan plus the principal balance of any senior mortgage loan to the 
Value of the related Mortgaged Property. If specified in the related Prospectus 
Supplement, the Loan-to-Value Ratio of certain Mortgage Loans may exceed 100%.  
The "Value" of a Mortgaged Property, other than with respect to Refinance Loans,
is generally the lesser of:                                                     

(a)   the appraised value determined in an appraisal obtained by the
originator at origination of such loan and              

(b)   the sales price for such property.                            

      "Refinance Loans" are loans made to refinance existing loans. The Value of
a Mortgaged Property as of the date of initial issuance of the related series of
Certificates may be less than the value at origination and will fluctuate from  
time to time based upon changes in economic conditions and the real estate      
market.                                                                         

MORTGAGE LOAN INFORMATION IN PROSPECTUS SUPPLEMENTS                             

Each Prospectus Supplement will contain information, as of the dates
specified in such Prospectus Supplement with respect to the Mortgage Loans,     
including:                                                                      

 (i)      the aggregate outstanding principal balance and the largest,
       smallest and average outstanding principal balance of the
Mortgage Loans as of the applicable Cut-off Date, 

(ii)    the type of property securing the Mortgage Loans,           

    (iii)    the weighted average (by principal balance) of the original and
remaining terms to maturity of the Mortgage Loans,

      (iv)     the earliest and latest origination date and maturity date of the
Mortgage Loans,                                   

(v)     the range of the Loan-to-Value Ratios at origination of the 
Mortgage Loans,                                     

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   (vi)     the Mortgage Rates or range of Mortgage Rates and the weighted
average Mortgage Rate borne by the Mortgage Loans,

      (vii)    the state or states in which most of the Mortgaged Properties are
located,                                          

      (viii)   information with respect to the prepayment provisions, if any, of
the Mortgage Loans,                               

(ix)     with respect to ARM Loans, the index, the frequency of the 
            adjustment dates, the range of margins added to the index, and
           the maximum Mortgage Rate or monthly payment variation at the
               time of any adjustment thereof and over the life of the ARM Loan,
and                                               

     (x)     information regarding the payment characteristics of the Mortgage
         Loans, including without limitation balloon payment and other
amortization provisions                             

    The related Prospectus Supplement may specify whether the Mortgage Loans
include closed-end and/or revolving home equity loans or certain balances       
thereof ("Home Equity Loans"), which may be secured by Mortgages that are junior
to other liens on the related Mortgaged Property and/or home improvement        
installment sales contracts or installment loan agreements (the "Home           
Improvement Contracts") originated by a home improvement contractor and secured 
by a Mortgage on the related Mortgaged Property that is junior to other liens on
the Mortgaged Property. Generally, the home improvements purchased with the Home
Improvement Contracts will generally be replacement windows, house siding,      
roofs, swimming pools, satellite dishes, kitchen and bathroom remodeling goods  
and solar heating panels. The related Prospectus Supplement will specify whether
the Home Improvement Contracts are partially insured under Title I of the       
National Housing Act and, if so, the limitations on such insurance.             

     If specified in the related Prospectus Supplement, new draws by borrowers
under the revolving Home Equity Loans will, during a specified period of time,  
automatically become part of the Trust Fund for a series. As a result, the      
aggregate balance of the revolving Home Equity Loans will fluctuate from day to 
day as new draws by borrowers are added to the Trust Fund and principal         
collections are applied to purchase such balances. Such amounts will usually    
differ each day, as more specifically described in the related Prospectus       
Supplement.                                                                     

    The related Prospectus Supplement may specify whether the Mortgage Loans
consist, in whole or in part, of conventional manufactured housing installment  
sales contracts and installment loan agreements, originated by a manufactured   
housing dealer in the ordinary course of business (collectively, "Manufactured  
Housing Contracts"). Such Manufactured Housing Contracts will be secured by     
manufactured homes, located in any of the fifty states or the District of       
Columbia, or by mortgages on the real estate on which the manufactured homes are
located.                                                                        

   The manufactured homes securing the Manufactured Housing Contracts will
consist of manufactured homes within the meaning of 42 United States Code,      
Section 5402(6), or manufactured homes meeting those other standards as shall be
described in the related prospectus supplement. Section 5402(6) defines a       
"manufactured home" as "a structure, transportable in one or more sections,     
which, in the traveling mode, is eight body feet or more in width or forty body 
feet or more in length, or, when erected on site, is three hundred twenty or    
more square feet, and which is built on a permanent chassis and designed to be  
used as a dwelling with or without a permanent foundation when connected to the 
required utilities, and includes the plumbing, heating, air conditioning and    
electrical systems contained therein; except that the term shall include any    
structure which meets all the requirements of [this] paragraph except the size  
requirements and with respect to which the manufacturer voluntarily files a     
certification required by the Secretary of Housing and Urban Development and    
complies with the standards established under [this] chapter."                  

   Manufactured homes, and home improvements, unlike mortgaged properties,
generally depreciate in value. Consequently, at any time after origination it is
possible, especially in the case of contracts with high loan-to-value ratios at 
origination, that the market value of a manufactured home or home improvement   
may be lower than the principal amount outstanding under the related contract.  

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Payment provisions of the mortgage loans                                        

All of the Mortgage Loans will:                                     

 (i)    have original terms to maturity of not more than 40 years, and

    (ii)   provide for payments of principal, interest or both, on due dates
         that occur monthly, quarterly or semi-annually or at such other
regular interval.                                     

Each Mortgage Loan may provide for no accrual of interest or for accrual of     
interest thereon at an interest rate (a "Mortgage Rate") that is fixed over its 
term or that adjusts from time to time, or that may be converted from an        
adjustable to a fixed Mortgage Rate or a different adjustable Mortgage Rate, or 
from a fixed to an adjustable Mortgage Rate, from time to time pursuant to an   
election or as otherwise specified on the related Mortgage Note, in each case as
described in the related Prospectus Supplement. Each Mortgage Loan may provide  
for scheduled payments to maturity or payments that adjust from time to time to 
accommodate changes in the Mortgage Rate or to reflect the occurrence of certain
events or that adjust on the basis of other methodologies, and may provide for  
negative amortization or accelerated amortization, in each case as described in 
the related Prospectus Supplement. Each Mortgage Loan may be fully amortizing or
require a balloon payment due on its stated maturity date, in each case as      
described in the related Prospectus Supplement.                                 

GOVERNMENT SECURITIES                                                           

     The Prospectus Supplement for a series of Securities evidencing interests
in Assets of a Trust Fund that include Government Securities will specify, to   
the extent available,                                                           

(i)      the aggregate approximate initial and outstanding principal
          amounts or notional amounts, as applicable, and types of the
     Government Securities to be included in the Trust Fund,

(ii)     the original and remaining terms to stated maturity of the 
Government Securities,                            

     (iii)    whether such Government Securities are entitled only to interest
payments, only to principal payments or to both,  

      (iv)     the interest rates of the Government Securities or the formula to
determine such rates, if any,                     

   (v)     the applicable payment provisions for the Government Securities
and                                                 

(vi)     to what extent, if any, the obligation evidenced thereby is
       backed by the full faith and credit of the United States.

PRE-FUNDING ACCOUNT                                                             

    To the extent provided in a Prospectus Supplement, the Depositor will be
obligated (subject only to the availability thereof) to sell at a predetermined 
price, and the Trust Fund for the related series of Securities will be obligated
to purchase (subject to the satisfaction of certain conditions described in the 
applicable Agreement and in the related Prospectus Supplement), additional      
Assets (the "Subsequent Assets") from time to time (as frequently as daily)     
within the number of months specified in the related Prospectus Supplement after
the issuance of such series of Securities (not to exceed one year) having an    
aggregate principal balance approximately equal to the amount on deposit in the 
Pre-Funding Account (the "Pre-Funded Amount") for such series on date of such   
issuance. The Pre-Funded Amount will not exceed 50% of the proceeds of the      
offering of the related series of Securities.                                   

ACCOUNTS                                                                        

Each Trust Fund will include one or more accounts established and   
maintained on behalf of the Securityholders into which the person or persons    
designated in the related Prospectus Supplement will, to the extent described   
herein and in such Prospectus Supplement deposit all payments and collections   

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received or advanced with respect to the Assets and other assets in the Trust   
Fund. Such an account may be maintained as an interest bearing or a non-interest
bearing account, and funds held therein may be held as cash or invested in      
certain short-term, investment grade obligations, in each case as described in  
the related Prospectus Supplement. See "Description of the Agreement--Collection
Account and Related Accounts."                                                  

CREDIT SUPPORT                                                                  

If so provided in the related Prospectus Supplement, partial or full
protection against certain defaults and losses on the Assets in the related     
Trust Fund may be provided to one or more classes of Securities in the related  
series in the form of subordination of one or more other classes of Securities  
in such series and/or by one or more other types of credit support, such as a   
letter of credit, insurance policy, surety bonds, guarantee, reserve fund or a  
combination thereof (any such coverage with respect to the Securities of any    
series, "Credit Support"). The amount and types of coverage, the identification 
of the entity providing the coverage (if applicable) and related information    
with respect to each type of Credit Support, if any, will be described in the   
Prospectus Supplement for a series of Securities. See "Risk Factors--Credit     
Support Limitations" and "Description of Credit Support."                       

CASH FLOW AGREEMENTS                                                            

   If so provided in the related Prospectus Supplement, the Trust Fund may
include guaranteed investment contracts pursuant to which moneys held in the    
funds and accounts established for the related series will be invested at a     
specified rate. The Trust Fund may also include one or more of the following    
agreements: interest rate exchange agreements, interest rate cap or floor       
agreements, currency exchange agreements or interest rate swap agreements       
consistent with the foregoing. The principal terms of any such agreement (any   
such agreement, a "Cash Flow Agreement"), including, without limitation,        
provisions relating to the timing, manner and amount of payments thereunder and 
provisions relating to the termination thereof, will be described in the        
Prospectus Supplement for the related series. In addition, the related          
Prospectus Supplement will provide certain information with respect to the      
obligor under any such Cash Flow Agreement.                                     

USE OF PROCEEDS 

   The net proceeds to be received from the sale of the Securities will be
applied by the Depositor to the purchase of Assets, or the payment of the       
financing incurred in such purchase, and to pay for certain expenses incurred in
connection with such purchase of Assets and sale of Securities. The Depositor   
expects to sell the Securities from time to time, but the timing and amount of  
offerings of Securities will depend on a number of factors, including the volume
of Assets acquired by the Depositor, prevailing interest rates, availability of 
funds and general market conditions.                                            

YIELD CONSIDERATIONS

GENERAL                                                                         

  The yield on any Offered Security will depend on the price paid by the
Securityholder, the Pass-Through Rate or interest rate of the Security, the     
receipt and timing of receipt of distributions on the Security and the weighted 
average life of the Assets in the related Trust Fund (which may be affected by  
prepayments, defaults, liquidations or repurchases). See "Risk Factors."        

PASS-THROUGH RATE AND INTEREST RATE                                             

Securities of any class within a series may have fixed, variable or 
adjustable Pass-Through Rates or interest rates, which may or may not be based  
upon the interest rates borne by the Assets in the related Trust Fund. The      
Prospectus Supplement with respect to any series of Securities will specify the 
Pass-                                                                           

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Through Rate or interest rate for each class of such Securities or, in the case 
of a variable or adjustable Pass-Through Rate or interest rate, the method of   
determining the Pass-Through Rate or interest rate; the effect, if any, of the  
prepayment of any Asset on the Pass-Through Rate or interest rate of one or more
classes of Securities; and whether the distributions of interest on the         
Securities of any class will be dependent, in whole or in part, on the          
performance of any obligor under a Cash Flow Agreement.                         

     If so specified in the related Prospectus Supplement, the effective yield
to maturity to each holder of Securities entitled to payments of interest will  
be below that otherwise produced by the applicable Pass-Through Rate or interest
rate and purchase price of such Security because, while interest may accrue on  
each Asset during a certain period, the distribution of such interest will be   
made on a day which may be several days, weeks or months following the period of
accrual.                                                                        

TIMING OF PAYMENT OF INTEREST                                                   

   Each payment of interest on the Securities (or addition to the Security
Balance of a class of Accrual Securities) on a Distribution Date will include   
interest accrued during the Interest Accrual Period for such Distribution Date. 
As indicated above under "--Pass-Through Rate and Interest Rate," if the        
Interest Accrual Period ends on a date other than the day before a Distribution 
Date for the related series, the yield realized by the holders of such          
Securities may be lower than the yield that would result if the Interest Accrual
Period ended on such day before the Distribution Date.                          

PAYMENTS OF PRINCIPAL; PREPAYMENTS                                              

   The yield to maturity on the Securities will be affected by the rate of
principal payments on the Assets (including principal prepayments on Mortgage   
Loans resulting from both voluntary prepayments by the borrowers and involuntary
liquidations). The rate at which principal prepayments occur on the Mortgage    
Loans will be affected by a variety of factors, including, without limitation,  
the terms of the Mortgage Loans, the level of prevailing interest rates, the    
availability of mortgage credit and economic, demographic, geographic, tax,     
legal and other factors. In general, however, if prevailing interest rates fall 
significantly below the Mortgage Rates on the Mortgage Loans comprising or      
underlying the Assets in a particular Trust Fund, such Mortgage Loans are likely
to be the subject of higher principal prepayments than if prevailing rates      
remain at or above the rates borne by such Mortgage Loans. In this regard, it   
should be noted that certain Assets may consist of Mortgage Loans with different
Mortgage Rates. The rate of principal payments on some or all of the classes of 
Securities of a series will correspond to the rate of principal payments on the 
Assets in the related Trust Fund. Mortgage Loans with a prepayment premium      
provision, to the extent enforceable, generally would be expected to experience 
a lower rate of principal prepayments than otherwise identical Mortgage Loans   
without such provisions or with lower Prepayment Premiums.                      

If the purchaser of a Security offered at a discount calculates its 
anticipated yield to maturity based on an assumed rate of distributions of      
principal that is faster than that actually experienced on the Assets, the      
actual yield to maturity will be lower than that so calculated. Conversely, if  
the purchaser of a Security offered at a premium calculates its anticipated     
yield to maturity based on an assumed rate of distributions of principal that is
slower than that actually experienced on the Assets, the actual yield to        
maturity will be lower than that so calculated. In either case, if so provided  
in the Prospectus Supplement for a series of Securities, the effect on yield on 
one or more classes of the Securities of such series of prepayments of the      
Assets in the related Trust Fund may be mitigated or exacerbated by any         
provisions for sequential or selective distribution of principal to such        
classes.                                                                        

     Generally, when a full prepayment is made on a Mortgage Loan, the obligor
is charged interest on the principal amount of the Mortgage Loan so prepaid for 
the number of days in the month actually elapsed up to the date of the          
prepayment. Prepayments in full will likely reduce the amount of interest paid  
in the following month to holders of Securities entitled to payments of interest
because interest on the principal amount of any Mortgage Loan so prepaid will be
paid only to the date of prepayment rather than for a full month. Generally, a  
partial prepayment of principal is applied so as to reduce the outstanding      

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principal balance of the related Mortgage Loan as of the Due Date in the month  
in which such partial prepayment is received.                                   

     The timing of changes in the rate of principal payments on the Assets may
significantly affect an investor's actual yield to maturity, even if the average
rate of distributions of principal is consistent with an investor's expectation.
In general, the earlier a principal payment is received on the Mortgage Loans   
and distributed on a Security, the greater the effect on such investor's yield  
to maturity. The effect on an investor's yield of principal payments occurring  
at a rate higher (or lower) than the rate anticipated by the investor during a  
given period may not be offset by a subsequent like decrease (or increase) in   
the rate of principal payments.                                                 

     The Securityholder will bear the risk of being able to reinvest principal
received in respect of a Security at a yield at least equal to the yield on such
Security.                                                                       

PREPAYMENTS--MATURITY AND WEIGHTED AVERAGE LIFE                                 

     The rates at which principal payments are received on the Assets included
in or comprising a Trust Fund and the rate at which payments are made from any  
Credit Support or Cash Flow Agreement for the related series of Securities may  
affect the ultimate maturity and the weighted average life of each class of such
series. Prepayments on the Mortgage Loans comprising or underlying the Assets in
a particular Trust Fund will generally accelerate the rate at which principal is
paid on some or all of the classes of the Securities of the related series.     

   If so provided in the Prospectus Supplement for a series of Securities,
one or more classes of Securities may have a final scheduled Distribution Date, 
which is the date on or prior to which the Security Balance thereof is scheduled
to be reduced to zero, calculated on the basis of the assumptions applicable to 
such series set forth therein.                                                  

Weighted average life refers to the average amount of time that will
elapse from the date of issue of a security until each dollar of principal of   
such security will be repaid to the investor. The weighted average life of a    
class of Securities of a series will be influenced by the rate at which         
principal on the Mortgage Loans comprising or underlying the Assets is paid to  
such class, which may be in the form of scheduled amortization or prepayments   
(for this purpose, the term "prepayment" includes prepayments, in whole or in   
part, and liquidations due to default).                                         

    In addition, the weighted average life of the Securities may be affected
by the varying maturities of the Mortgage Loans comprising or underlying the    
Assets in a Trust Fund. If any Mortgage Loans comprising or underlying the      
Assets in a particular Trust Fund have actual terms to maturity less than those 
assumed in calculating final scheduled Distribution Dates for the classes of    
Securities of the related series, one or more classes of such Securities may be 
fully paid prior to their respective final scheduled Distribution Dates, even in
the absence of prepayments. Accordingly, the prepayment experience of the Assets
will, to some extent, be a function of the mix of Mortgage Rates and maturities 
of the Mortgage Loans comprising or underlying such Assets. See "Description of 
the Trust Funds."                                                               

    Prepayments on loans are also commonly measured relative to a prepayment
standard or model, such as the Constant Prepayment Rate ("CPR") prepayment model
or the Standard Prepayment Assumption ("SPA") prepayment model, each as         
described below. CPR represents a constant assumed rate of prepayment each month
relative to the then outstanding principal balance of a pool of loans for the   
life of such loans. SPA represents an assumed rate of prepayment each month     
relative to the then outstanding principal balance of a pool of loans. A        
prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum 
of the then outstanding principal balance of such loans in the first month of   
the life of the loans and an additional 0.2% per annum in each month thereafter 
until the thirtieth month. Beginning in the thirtieth month and in each month   
thereafter during the life of the loans, 100% of SPA assumes a constant         
prepayment rate of 6% per annum each month.                                     

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     Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the  
anticipated rate of prepayment of any pool of loans, including the Mortgage     
Loans underlying or comprising the Assets.                                      

   The Prospectus Supplement with respect to each series of Securities may
contain tables, if applicable, setting forth the projected weighted average life
of each class of Offered Securities of such series and the percentage of the    
initial Security Balance of each such class that would be outstanding on        
specified Distribution Dates based on the assumptions stated in such Prospectus 
Supplement, including assumptions that prepayments on the Mortgage Loans        
comprising or underlying the related Assets are made at rates corresponding to  
various percentages of CPR, SPA or such other standard specified in such        
Prospectus Supplement. Such tables and assumptions are intended to illustrate   
the sensitivity of the weighted average life of the Securities to various       
prepayment rates and will not be intended to predict or to provide information  
that will enable investors to predict the actual weighted average life of the   
Securities. It is unlikely that prepayment of any Mortgage Loans comprising or  
underlying the Assets for any series will conform to any particular level of    
CPR, SPA or any other rate specified in the related Prospectus Supplement.      

OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE                                   

Type of Mortgage Loan                                                           

      If so specified in the related Prospectus Supplement, a number of Mortgage
Loans may have balloon payments due at maturity, and because the ability of a   
mortgagor to make a balloon payment typically will depend upon its ability      
either to refinance the loan or to sell the related Mortgaged Property, there is
a risk that a number of Mortgage Loans having balloon payments may default at   
maturity. In the case of defaults, recovery of proceeds may be delayed by, among
other things, bankruptcy of the mortgagor or adverse conditions in the market   
where the property is located. In order to minimize losses on defaulted Mortgage
Loans, the servicer may, to the extent and under the circumstances set forth in 
the related Prospectus Supplement, be permitted to modify Mortgage Loans that   
are in default or as to which a payment default is imminent. Any defaulted      
balloon payment or modification that extends the maturity of a Mortgage Loan    
will tend to extend the weighted average life of the Securities, thereby        
lengthening the period of time elapsed from the date of issuance of a Security  
until it is retired.                                                            

     With respect to certain Mortgage Loans, including ARM Loans, the Mortgage
Rate at origination may be below the rate that would result if the index and    
margin relating thereto were applied at origination. Under the applicable       
underwriting standards, the mortgagor under each Mortgage Loan generally will be
qualified on the basis of the Mortgage Rate in effect at origination. The       
repayment of any such Mortgage Loan may thus be dependent on the ability of the 
mortgagor or obligor to make larger level monthly payments following the        
adjustment of the Mortgage Rate. In addition, certain Mortgage Loans may be     
subject to temporary buydown plans ("Buydown Mortgage Loans") pursuant to which 
the monthly payments made by the mortgagor during the early years of the        
Mortgage Loan will be less than the scheduled monthly payments thereon (the     
"Buydown Period"). The periodic increase in the amount paid by the mortgagor of 
a Buydown Mortgage Loan during or at the end of the applicable Buydown Period   
may create a greater financial burden for the mortgagor, who might not have     
otherwise qualified for a mortgage, and may accordingly increase the risk of    
default with respect to the related Mortgage Loan.                              

    The Mortgage Rates on certain ARM Loans subject to negative amortization
generally adjust monthly and their amortization schedules adjust less           
frequently. During a period of rising interest rates as well as immediately     
after origination (initial Mortgage Rates are generally lower than the sum of   
the applicable index at origination and the related margin over such index at   
which interest accrues), the amount of interest accruing on the principal       
balance of such Mortgage Loans may exceed the amount of the minimum scheduled   
monthly payment thereon. As a result, a portion of the accrued interest on      
negatively amortizing Mortgage Loans may be added to the principal balance      
thereof and will bear interest at the applicable Mortgage Rate. The addition of 
any such deferred interest to the principal balance of any related class or     
classes of Securities will lengthen the weighted average life thereof and may   
adversely                                                                       

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affect yield to holders thereof, depending upon the price at which such         
Securities were purchased. In addition, with respect to certain ARM Loans       
subject to negative amortization, during a period of declining interest rates,  
it might be expected that each minimum scheduled monthly payment on such a      
Mortgage Loan would exceed the amount of scheduled principal and accrued        
interest on the principal balance thereof, and since such excess will be applied
to reduce the principal balance of the related class or classes of Securities,  
the weighted average life of such Securities will be reduced and may adversely  
affect yield to holders thereof, depending upon the price at which such         
Securities were purchased.                                                      

Defaults                                                                        

 The rate of defaults on the Mortgage Loans will also affect the rate,
timing and amount of principal payments on the Assets and thus the yield on the 
Securities. In general, defaults on mortgage loans are expected to occur with   
greater frequency in their early years. The rate of default on Mortgage Loans   
which are refinance or limited documentation mortgage loans, and on Mortgage    
Loans with high Loan-to-Value Ratios, may be higher than for other types of     
Mortgage Loans. Furthermore, the rate and timing of prepayments, defaults and   
liquidations on the Mortgage Loans will be affected by the general economic     
condition of the region of the country in which the related Mortgage Properties 
are located. The risk of delinquencies and loss is greater and prepayments are  
less likely in regions where a weak or deteriorating economy exists, as may be  
evidenced by, among other factors, increasing unemployment or falling property  
values.                                                                         

Foreclosures                                                                    

   The number of foreclosures or repossessions and the principal amount of
the Mortgage Loans comprising or underlying the Assets that are foreclosed or   
repossessed in relation to the number and principal amount of Mortgage Loans    
that are repaid in accordance with their terms will affect the weighted average 
life of the Mortgage Loans comprising or underlying the Assets and that of the  
related series of Securities.                                                   

Refinancing                                                                     

    At the request of a mortgagor, the Master Servicer or a Sub-Servicer may
allow the refinancing of a Mortgage Loan in any Trust Fund by accepting         
prepayments thereon and permitting a new loan secured by a mortgage on the same 
property. In the event of such a refinancing, the new loan would not be included
in the related Trust Fund and, therefore, such refinancing would have the same  
effect as a prepayment in full of the related Mortgage Loan. A Sub-Servicer or  
the Master Servicer may, from time to time, implement programs designed to      
encourage refinancing. Such programs may include, without limitation,           
modifications of existing loans, general or targeted solicitations, the offering
of pre-approved applications, reduced origination fees or closing costs, or     
other financial incentives. In addition, Sub-Servicers may encourage the        
refinancing of Mortgage Loans, including defaulted Mortgage Loans, that would   
permit creditworthy borrowers to assume the outstanding indebtedness of such    
Mortgage Loans.                                                                 

Due-on-Sale Clauses                                                             

 Acceleration of mortgage payments as a result of certain transfers of
underlying Mortgaged Property is another factor affecting prepayment rates that 
may not be reflected in the prepayment standards or models used in the relevant 
Prospectus Supplement. A number of the Mortgage Loans comprising or underlying  
the Assets may include "due-on-sale" clauses that allow the holder of the       
Mortgage Loans to demand payment in full of the remaining principal balance of  
the Mortgage Loans upon sale, transfer or conveyance of the related Mortgaged   
Property. With respect to any Mortgage Loans, the Master Servicer will generally
enforce any due-on-sale clause to the extent it has knowledge of the conveyance 
or proposed conveyance of the underlying Mortgaged Property and it is entitled  
to do so under applicable law; provided, however, that the Master Servicer will 
not take any action in relation to the enforcement of any due-on-sale provision 
which would adversely affect or jeopardize coverage under any                   

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applicable insurance policy. See "Certain Legal Aspects of Mortgage             
Loans--Due-on-Sale Clauses" and "Description of the Agreements--Due-on-Sale     
Provisions."                                                                    

THE DEPOSITOR 

Merrill Lynch Mortgage Investors, Inc., the Depositor, is a direct  
wholly-owned subsidiary of Merrill Lynch Mortgage Capital Inc. and was          
incorporated in the State of Delaware on June 13, 1986. The principal executive 
offices of the Depositor are located at 250 Vesey Street, World Financial       
Center, North Tower, 10th Floor, New York, New York 10218-1310. Its telephone   
number is (212) 449-0357.                                                       

 The Depositor's principal business is to acquire, hold and/or sell or
otherwise dispose of cash flow assets, usually in connection with the           
securitization of that asset. The Depositor does not have, nor is it expected in
the future to have, any significant assets.                                     

DESCRIPTION OF THE SECURITIES 

GENERAL                                                                         

    The certificates of each series (including any class of certificates not
offered hereby) (collectively, the "Certificates") will represent the entire    
beneficial ownership interest in the Trust Fund created pursuant to the related 
Agreement. If a series of Securities includes Notes, such Notes will represent  
indebtedness of the related Trust Fund and will be issued and secured pursuant  
to an indenture (an "Indenture"). Each series of Securities will consist of one 
or more classes of Securities that may:                                         

(i)     provide for the accrual of interest thereon based on fixed, 
variable or adjustable rates;                       

(ii)    be senior (collectively, "Senior Securities") or subordinate
         (collectively, "Subordinate Securities") to one or more other
            classes of Securities in respect of certain distributions on the
Securities;                                         

    (iii)    be entitled to principal distributions, with disproportionately
      low, nominal or no interest distributions (collectively,
"Stripped Principal Securities");                 

  (iv)    be entitled to interest distributions, with disproportionately
     low, nominal or no principal distributions (collectively,
"Stripped Interest Securities");                    

    (v)     provide for distributions of accrued interest thereon commencing
        only following the occurrence of certain events, such as the
         retirement of one or more other classes of Securities of such
series (collectively, "Accrual Securities");        

 (vi)    provide for payments of principal as described in the related
              Prospectus Supplement, from all or only a portion of the Assets in
              such Trust Fund, to the extent of available funds, in each case as
  described in the related Prospectus Supplement; and/or

   (vii)   provide for distributions based on a combination of two or more
      components thereof with one or more of the characteristics
      described in this paragraph including a Stripped Principal
          Security component and a Stripped Interest Security component.

      If so specified in the related Prospectus Supplement, distributions on one
or more classes of a series of Securities may be limited to collections from a  
designated portion of the Mortgage Loans in the related Mortgage Pool (each such
portion of Mortgage Loans, a "Mortgage Loan Group"). Any such classes may       
include classes of Offered Securities.                                          

  Each class of Offered Securities of a series will be issued in minimum
denominations corresponding to the Security Balances or, in case of Stripped    
Interest Securities, notional amounts or percentage interests specified in the  
related Prospectus Supplement. The transfer of any Offered Securities may be    
registered and such Securities may be exchanged without the payment of any      
service charge payable in connection with such registration of transfer or      
exchange, but the Depositor or the Trustee or any agent                         

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thereof may require payment of a sum sufficient to cover any tax or other       
governmental charge. One or more classes of Securities of a series may be issued
in definitive form ("Definitive Securities") or in book-entry form ("Book-Entry 
Securities"), as provided in the related Prospectus Supplement. See "Risk       
Factors--Book-Entry Registration" and "Description of the Securities--Book-Entry
Registration and Definitive Securities." Definitive Securities will be          
exchangeable for other Securities of the same class and series of a like        
aggregate Security Balance, notional amount or percentage interest but of       
different authorized denominations. See "Risk Factors--Limited Liquidity" and   
"--Limited Assets."                                                             

CATEGORIES OF CLASSES OF SECURITIES                                             

      The Securities of any series may be comprised of one or more classes. Such
classes, in general, fall into different categories. The following chart        
identifies and generally defines certain of the more typical categories. The    
Prospectus Supplement for a series of Securities may identify the classes which 
comprise such series by reference to the following categories or another        
category specified in the related Prospectus Supplement.                        

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CATEGORIES OF CLASSES                         DEFINITION                                            
---------------------                         ----------                                            
                                                                                                    
                                              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 Mortgage Loans for
                                              the related series.                                   

"Component Securities"....................... A class consisting of "Components." The Components of 
                                              a class of Component Securities may have different    
                                              principal and/or interest payment characteristics but 
                                              together constitute a single class and do not         
                                              represent severable interests. Each Component of a    
                                              class of Component Securities may be identified as    
                                              falling into one or more of the categories in this    
                                              chart.                                                

"Lockout Class" (sometimes also referred to                                                         
  as a "NAS Class").......................... A class that is designed to receive no principal      
                                              payments or a disproportionately small portion of     
                                              principal payments from the first Distribution Date   
                                              until a Distribution Date specified in the related    
                                              Prospectus Supplement.                                

"Notional Amount Class"...................... A class having no principal balance and bearing       
                                              interest on the related notional amount. The notional 
                                              amount is used for purposes of the determination of   
                                              interest distributions.                               

"Planned Amortization Class" (also sometimes                                                        
  referred to as a "PAC").................... A class that is designed to receive principal payments
                                              using a pre-determined principal balance schedule     
                                              derived by assuming two constant prepayment rates for 
                                              the underlying Mortgage Loans. These two rates are the
                                              endpoints for the "structuring range" for the Planned 
                                              Amortization Class. The Planned Amortization Classes  
                                              in any series of Securities may be subdivided into    
                                              different categories (e.g., Planned Amortization Class
                                              I ("PAC I") Planned Amortization Class II ("PAC II")  
                                              and so forth) derived using different structuring     
                                              ranges.                                               

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CATEGORIES OF CLASSES                         DEFINITION                                            
---------------------                         ----------                                            
                                                                                                    
"Scheduled Amortization Class"............... A class that is designed to receive principal payments
                                              using a pre-determined principal balance schedule but 
                                              is not designated as a Planned Amortization Class or  
                                              Targeted Amortization Class. The schedule is derived  
                                              by assuming either two constant prepayment rates or a 
                                              single constant prepayment rate for the underlying    
                                              Mortgage Loans. In the former case, the two rates are 
                                              the endpoints for the "structuring rate" for the      
                                              Scheduled Amortization Class and such range generally 
                                              is narrower than that for a Planned Amortization      
                                              Class. Typically, the Support Class for the applicable
                                              series of Securities generally will represent a       
                                              smaller percentage of the Scheduled Amortization Class
                                              than a Support Class generally would represent in     
                                              relation to a Planned Amortization Class or a Targeted
                                              Amortization Class.                                   

"Senior Securities".......................... A class that is entitled to receive payments of       
                                              principal and interest on each Distribution Date prior
                                              to the classes of Subordinate Securities.             

"Senior Support Securities".................. A class of Senior Securities that bears certain losses
                                              allocated to one or more classes of Senior Securities 
                                              after the classes of Subordinate Securities are no    
                                              longer outstanding.                                   

"Sequential Pay Class"....................... Classes that are entitled to receive principal        
                                              payments in a prescribed sequence, that do not have   
                                              predetermined principal balance schedules and that, in
                                              most cases, are entitled to receive payments of       
                                              principal continuously from the first Distribution    
                                              Date on which they receive principal until they are   
                                              retired. A single class that is entitled to receive   
                                              principal payments before or after other classes in   
                                              the same series of Securities may be identified as a  
                                              Sequential Pay class.                                 

"Strip Class"................................ A class that is entitled to receive a constant        
                                              proportion, or "strip," of the principal payments on  
                                              the underlying Mortgage Loans.                        

"Mezzanine Securities"....................... A class that is entitled to receive payments of       
                                              principal and interest on each Distribution Date after
                                              the Senior Securities have received their full        
                                              principal and interest entitlements and prior to any  
                                              distributions of principal and interest on the classes
                                              of Subordinate Securities.                            

"Subordinate Securities"..................... A class that is entitled to receive payments of       
                                              principal and interest on each Distribution Date only 
                                              after the Senior Securities and classes of Subordinate
                                              Securities with higher priority of distributions, if  
                                              any have received their full principal and interest   
                                              entitlements.                                         

"Super Senior Securities".................... A class of Senior Securities that will not bear its   
                                              share of certain losses after the class of Subordinate
                                              Securities are no longer outstanding for so long as   
                                              one or more other specified classes of Senior         
                                              Securities are outstanding.                           

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CATEGORIES OF CLASSES                         DEFINITION                                            
---------------------                         ----------                                            
                                                                                                    
"Support Class" (also sometimes referred to                                                         
  as a "Companion Class").................... A class that is entitled to receive principal payments
                                              on any Distribution Date only if scheduled payments   
                                              have been made on specified Planned Amortization      
                                              Classes, Targeted Amortization Classes and/or         
                                              Scheduled Amortization Classes.                       

Targeted Amortization Class" (also sometimes                                                        
  referred to as a "TAC").................... A class that is designed to receive principal payments
                                              using a pre-determined principal balance schedule     
                                              derived by assuming a single constant prepayment rate 
                                              for the underlying Mortgage Loans.                    

                                              INTEREST TYPES                                        

"Component Securities"....................... A class consisting of "Components." The components of 
                                              a class of Component Securities may have different    
                                              principal and/or interest payment characteristics but 
                                              together constitute a single class and do not         
                                              represent severable interests. Each Component of a    
                                              class of Component Securities may be identified as    
                                              falling into one or more of the categories in this    
                                              chart.                                                

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

"Floating Rate Class"........................ A class with an interest rate that resets periodically
                                              based upon a designated index and that varies directly
                                              with changes in such index.                           

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

"Variable Rate Class"........................ A class with an interest rate that resets periodically
                                              and is calculated by reference to the rate or rates of
                                              interest applicable to the Mortgage Loans.            

"Interest-Only Class"........................ A class that is entitled to receive some or all of the
                                              interest payments made on the Mortgage Loans 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 in respect of principal.

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CATEGORIES OF CLASSES                         DEFINITION                                            
---------------------                         ----------                                            
                                                                                                    
"Principal-Only Class"....................... A class that does not bear interest and is entitled to
                                              receive only distributions in respect of principal.   

"Accrual Class".............................. A class that accretes the amount of accrued interest  
                                              otherwise distributable on such class, which amount   
                                              will be added as principal to the principal balance of
                                              such class on each applicable Distribution Date. Such 
                                              accretion may continue until some specified event has 
                                              occurred or until such Accrual Class is retired.      

"Step-up Class".............................. A class that bears interest at one or more higher, or 
                                              "stepped-up" Pass-Through Rates or interest rates for 
                                              a period of time specified in the related Prospectus  
                                              Supplement before resetting to a lower Pass-Through   
                                              Rate or interest rate that will remain fixed          
                                              thereafter.                                           

"Exchangeable Class"......................... A class that may be exchanged for another class under 
                                              terms specified in the related Prospectus Supplement. 

     If the Interest Rate of a Floating Rate Class is determined based upon an
Index, the Index will be one of the following:                                  

-   CMT;                                                            

-   CODI;                                                           

-   COFI;                                                           

-   COSI;                                                           

-   CPI;                                                            

-   Fed Funds Rate;                                                 

-   FHLB Index;                                                     

-   GBP LIBOR;                                                      

-   LIBOR;                                                          

-   LIBORSWAP;                                                      

-   MTA;                                                            

-   National Average Contract Mortgage Rate;                        

-   National Monthly Median COFI;                                   

-   Prime Rate;                                                     

-   SIBOR;                                                          

-   SWAPLIBOR; and                                                  

-   T-Bill.                                                         

   Each of these indices is described in more detail under "Description of
the Trust Funds--The Mortgage Loans--General" above.                            

DISTRIBUTIONS                                                                   

Distributions on the Securities of each series will be made by or on
behalf of the Trustee on each Distribution Date as specified in the related     
Prospectus Supplement from the Available Distribution                           

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Amount for such series and such Distribution Date. Except as otherwise specified
in the related Prospectus Supplement, distributions (other than the final       
distribution) will be made to the persons in whose names the Securities are     
registered at the close of business on the last business day of the month       
preceding the month in which the Distribution Date occurs (the "Record Date"),  
and the amount of each distribution will be determined as of the close of       
business on the date specified in the related Prospectus Supplement (the        
"Determination Date"). All distributions with respect to each class of          
Securities on each Distribution Date will be allocated pro rata among the       
outstanding Securities in such class or by random selection, as described in the
related Prospectus Supplement or otherwise established by the related Trustee.  
Payments will be made either by wire transfer in immediately available funds to 
the account of a Securityholder at a bank or other entity having appropriate    
facilities therefor, if such Securityholder has so notified the Trustee or other
person required to make such payments no later than the date specified in the   
related Prospectus Supplement (and, if so provided in the related Prospectus    
Supplement, holds Securities in the requisite amount specified therein), or by  
check mailed to the address of the person entitled thereto as it appears on the 
Security Register; provided, however, that the final distribution in retirement 
of the Securities (whether Definitive Securities or Book-Entry Securities) will 
be made only upon presentation and surrender of the Securities at the location  
specified in the notice to Securityholders of such final distribution.          

AVAILABLE DISTRIBUTION AMOUNT                                                   

   All distributions on the Securities of each series on each Distribution
Date will be made from the Available Distribution Amount described below, in    
accordance with the terms described in the related Prospectus Supplement. Unless
provided otherwise in the related Prospectus Supplement, the "Available         
Distribution Amount" for each Distribution Date equals the sum of the following 
amounts:                                                                        

     (i)     the total amount of all cash on deposit in the related Collection
             Account as of the corresponding Determination Date, exclusive of:

            (a)   all scheduled payments of principal and interest collected
              but due on a date subsequent to the related Due Period
          (unless the related Prospectus Supplement provides
                  otherwise, a "Due Period" with respect to any Distribution
                  Date will commence on the second day of the month in which
                  the immediately preceding Distribution Date occurs, or the
               day after the Cut-off Date in the case of the first Due
                 Period, and will end on the first day of the month of the
related Distribution Date),             

              (b)   unless the related Prospectus Supplement provides otherwise,
              all prepayments, together with related payments of the
         interest thereon and related Prepayment Premiums,
          Liquidation Proceeds, Insurance Proceeds and other
                 unscheduled recoveries received subsequent to the related
Due Period, and                         

       (c)   all amounts in the Collection Account that are due or
                    reimbursable to the Depositor, the Trustee, an Asset Seller,
                  a Sub-Servicer, the Master Servicer or any other entity as
                  specified in the related Prospectus Supplement or that are
                   payable in respect of certain expenses of the related Trust
Fund;                                   

 (ii)    if the related Prospectus Supplement so provides, interest or
              investment income on amounts on deposit in the Collection Account,
          including any net amounts paid under any Cash Flow Agreements;

  (iii)    all advances made by a Master Servicer or any other entity as
            specified in the related Prospectus Supplement with respect to
such Distribution Date;                           

(iv)    if and to the extent the related Prospectus Supplement so   
              provides, amounts paid by a Master Servicer or any other entity as
          specified in the related Prospectus Supplement with respect to
             interest shortfalls resulting from prepayments during the related
Prepayment Period; and                              
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   (v)     unless the related Prospectus Supplement provides otherwise, to
             the extent not on deposit in the related Collection Account as of
              the corresponding Determination Date, any amounts collected under,
         from or in respect of any Credit Support with respect to such
Distribution Date.                                  

As described below, the entire Available Distribution Amount will be
distributed among the related Securities (including any Securities not offered  
hereby) on each Distribution Date, and accordingly will be released from the    
Trust Fund and will not be available for any future distributions.              

DISTRIBUTIONS OF INTEREST ON THE SECURITIES                                     

Each class of Securities (other than classes of Stripped Principal  
Securities that have no Pass-Through Rate or interest rate) may have a different
Pass-Through Rate or interest rate, which will be a fixed, variable or          
adjustable rate at which interest will accrue on such class or a component      
thereof (the "Pass-Through Rate" in the case of Certificates). The related      
Prospectus Supplement will specify the Pass-Through Rate or interest rate for   
each class or component or, in the case of a variable or adjustable Pass-Through
Rate or interest rate, the method for determining the Pass-Through Rate or      
interest rate. As set forth in the related Prospectus Supplement, interest on   
the Securities will be calculated on the basis of either a 360-day year         
consisting of twelve 30-day months or a 360-day year and the actual number of   
days elapsed in the accrual period for such Securities.                         

    Distributions of interest in respect of the Securities of any class will
be made on each Distribution Date (other than any class of Accrual Securities,  
which will be entitled to distributions of accrued interest commencing only on  
the Distribution Date, or under the circumstances, specified in the related     
Prospectus Supplement, and any class of Stripped Principal Securities that are  
not entitled to any distributions of interest) based on the Accrued Security    
Interest for such class and such Distribution Date, subject to the sufficiency  
of the portion of the Available Distribution Amount allocable to such class on  
such Distribution Date. Prior to the time interest is distributable on any class
of Accrual Securities, the amount of Accrued Security Interest otherwise        
distributable on such class will be added to the Security Balance thereof on    
each Distribution Date. With respect to each class of Securities and each       
Distribution Date (other than certain classes of Stripped Interest Securities), 
"Accrued Security Interest" will be equal to interest accrued for a specified   
period on the outstanding Security Balance thereof immediately prior to the     
Distribution Date, at the applicable Pass-Through Rate or interest rate, reduced
as described below. Accrued Security Interest on Stripped Interest Securities   
will be equal to interest accrued for a specified period on the outstanding     
notional amount thereof immediately prior to each Distribution Date, at the     
applicable Pass-Through Rate or interest rate, reduced as described below. The  
method of determining the notional amount for any class of Stripped Interest    
Securities will be described in the related Prospectus Supplement. Reference to 
notional amount is solely for convenience in certain calculations and does not  
represent the right to receive any distributions of principal.                  

      The Accrued Security Interest on a series of Securities will be reduced in
the event of prepayment interest shortfalls, which are shortfalls in collections
of interest for a full accrual period resulting from prepayments prior to the   
due date in such accrual period on the Mortgage Loans comprising or underlying  
the Assets in the Trust Fund for such series. The particular manner in which    
such shortfalls are to be allocated among some or all of the classes of         
Securities of that series will be specified in the related Prospectus           
Supplement. The related Prospectus Supplement will also describe the extent to  
which the amount of Accrued Certificate Interest that is otherwise distributable
on (or, in the case of Accrual Securities, that may otherwise be added to the   
Security Balance of) a class of Offered Securities may be reduced as a result of
any other contingencies, including delinquencies, losses and deferred interest  
on or in respect of the Mortgage Loans comprising or underlying the Assets in   
the related Trust Fund. Any reduction in the amount of Accrued Security Interest
otherwise distributable on a class of Securities by reason of the allocation to 
such class of a portion of any deferred interest on the Mortgage Loans          
comprising or underlying the Assets in the related Trust Fund will result in a  
corresponding increase in the Security Balance of such class. See "Risk         
Factors--Average Life of Securities; Prepayments; Yields" and "Yield            
Considerations."                                                                

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DISTRIBUTIONS OF PRINCIPAL OF THE SECURITIES                                    

 The Securities of each series, other than certain classes of Stripped
Interest Securities, will have a "Security Balance" which, at any time, will    
equal the then maximum amount that the holder will be entitled to receive in    
respect of principal out of the future cash flow on the Assets and other assets 
included in the related Trust Fund. The outstanding Security Balance of a       
Security will be reduced to the extent of distributions of principal thereon    
from time to time and, if and to the extent so provided in the related          
Prospectus Supplement, by the amount of losses incurred in respect of the       
related Assets, may be increased in respect of deferred interest on the related 
Mortgage Loans to the extent provided in the related Prospectus Supplement and, 
in the case of Accrual Securities prior to the Distribution Date on which       
distributions of interest are required to commence, will be increased by any    
related Accrued Security Interest. The initial aggregate Security Balance of all
classes of Securities of a series will not be greater than the outstanding      
aggregate principal balance of the related Assets as of the applicable Cut-off  
Date. The initial aggregate Security Balance of a series and each class thereof 
will be specified in the related Prospectus Supplement. Distributions of        
principal will be made on each Distribution Date to the class or classes of     
Securities entitled thereto in accordance with the provisions described in such 
Prospectus Supplement until the Security Balance of such class has been reduced 
to zero. Stripped Interest Securities with no Security Balance are not entitled 
to any distributions of principal.                                              

COMPONENTS                                                                      

      To the extent specified in the related Prospectus Supplement, distribution
on a class of Securities may be based on a combination of two or more different 
components as described under "--General" above. To such extent, the            
descriptions set forth under "--Distributions of Interests on the Securities"   
and "--Distributions of Principal of the Securities" above also relate to       
components of such a class of Securities. In such case, reference in such       
sections to Security Balance and Pass-Through Rate or interest rate refer to the
principal balance, if any, of any such component and the Pass-Through Rate or   
interest rate, if any, on any such component, respectively.                     

ALLOCATION OF LOSSES AND SHORTFALLS                                             

  If so provided in the Prospectus Supplement for a series of Securities
consisting of one or more classes of Subordinate Securities, on any Distribution
Date in respect of which losses or shortfalls in collections on the Assets have 
been incurred, the amount of such losses or shortfalls will be borne first by a 
class of Subordinate Securities in the priority and manner and subject to the   
limitations specified in such Prospectus Supplement. See "Description of Credit 
Support" for a description of the types of protection that may be included in a 
Trust Fund against losses and shortfalls on Assets comprising such Trust Fund.  

ADVANCES IN RESPECT OF DELINQUENCIES                                            

      With respect to any series of Securities evidencing an interest in a Trust
Fund, the Master Servicer or another entity described therein will be required  
as part of its servicing responsibilities to advance on or before each          
Distribution Date its own funds or funds held in the Collection Account that are
not included in the Available Distribution Amount for such Distribution Date, in
an amount equal to the aggregate of payments of principal (other than any       
balloon payments) and interest (net of related servicing fees and Retained      
Interest) that were due on the Mortgage Loans in such Trust Fund during the     
related Due Period and were delinquent on the related Determination Date,       
subject to the Master Servicer's (or another entity's) good faith determination 
that such advances will be reimbursable from Related Proceeds (as defined       
below). In the case of a series of Securities that includes one or more classes 
of Subordinate Securities and if so provided in the related Prospectus          
Supplement, the Master Servicer's (or another entity's) advance obligation may  
be limited only to the portion of such delinquencies necessary to make the      
required distributions on one or more classes of Senior Securities and/or may be
subject to the Master Servicer's (or another entity's) good faith determination 
that such advances will be reimbursable not only from Related Proceeds but also 
from collections on other Assets otherwise distributable on one or more classes 
of such Subordinate Securities. See "Description of Credit Support."            

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      Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates entitled  
thereto, rather than to guarantee or insure against losses. Advances of the     
Master Servicer's (or another entity's) funds will be reimbursable only out of  
related recoveries on the Mortgage Loans (including amounts received under any  
form of Credit Support) respecting which such advances were made (as to any     
Mortgage Loan, "Related Proceeds") and, if so provided in the Prospectus        
Supplement, out of any amounts otherwise distributable on one or more classes of
Subordinate Securities of such series; provided, however, that any such advance 
will be reimbursable from any amounts in the Collection Account prior to any    
distributions being made on the Securities to the extent that the Master        
Servicer (or such other entity) shall determine in good faith that such advance 
(a "Nonrecoverable Advance") is not ultimately recoverable from Related Proceeds
or, if applicable, from collections on other Assets otherwise distributable on  
such Subordinate Securities. If advances have been made by the Master Servicer  
from excess funds in the Collection Account, the Master Servicer is required to 
replace such funds in the Collection Account on any future Distribution Date to 
the extent that funds in the Collection Account on such Distribution Date are   
less than payments required to be made to Securityholders on such date. If so   
specified in the related Prospectus Supplement, the obligations of the Master   
Servicer (or another entity) to make advances may be secured by a cash advance  
reserve fund, a surety bond, a letter of credit or another form of limited      
guaranty. If applicable, information regarding the characteristics of, and the  
identity of any obligor on, any such surety bond, will be set forth in the      
related Prospectus Supplement.                                                  

      If and to the extent so provided in the related Prospectus Supplement, the
Master Servicer (or another entity) will be entitled to receive interest at the 
rate specified therein on its outstanding advances and will be entitled to pay  
itself such interest periodically from general collections on the Assets prior  
to any payment to Securityholders or as otherwise provided in the related       
Agreement and described in such Prospectus Supplement.                          

REPORTS TO SECURITYHOLDERS                                                      

     With each distribution to holders of any class of Securities of a series,
the Master Servicer or the Trustee, as provided in the related Prospectus       
Supplement, will forward or cause to be forwarded to each such holder, to the   
Depositor a statement setting forth, in each case the following information (but
not limited to the following information) to the extent applicable and          
available:                                                                      

      (i)       the amount of such distribution to holders of Securities of such
     class applied to reduce the Security Balance thereof;

      (ii)      the amount of such distribution to holders of Securities of such
class allocable to Accrued Security Interest;   

(iii)      the amount of such distribution allocable to Prepayment  
Premiums;                                     

(iv)      the amount of related servicing compensation received by a
            Master Servicer (and, if payable directly out of the related
         Trust Fund, by any Sub-Servicer) and such other customary
            information as any such Master Servicer or the Trustee deems
           necessary or desirable, or that a Securityholder reasonably
        requests, to enable Securityholders to prepare their tax
returns;                                        

    (v)      the aggregate amount of advances included in such distribution,
               and the aggregate amount of unreimbursed advances at the close of
business on such Distribution Date;               

   (vi)      the aggregate principal balance of the Assets at the close of
business on such Distribution Date;             

     (vii)     the number and aggregate principal balance of Mortgage Loans in
respect of which:                               

(a)   one scheduled payment is delinquent,      

(b)   two scheduled payments are delinquent,    

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          (c)   three or more scheduled payments are delinquent, and

  (d)   foreclosure proceedings have been commenced;

     (viii)    with respect to any Mortgage Loan liquidated during the related
               Due Period, the portion of such liquidation proceeds payable or
            reimbursable to the Master Servicer (or any other entity) in
            respect of such Mortgage Loan, and the amount of any loss to
Securityholders;                                

   (ix)      with respect to each REO Property relating to a Mortgage Loan
               and included in the Trust Fund as of the end of the related Due
            Period, the loan number of the related Mortgage Loan and the
date of acquisition;                            

   (x)      with respect to each REO Property relating to a Whole Loan and
         included in the Trust Fund as of the end of the related Due
Period:                                           

(a)   the book value,                             

      (b)   the principal balance of the related Mortgage Loan
                     immediately following such Distribution Date (calculated as
                  if such Mortgage Loan were still outstanding taking into
                    account certain limited modifications to the terms thereof
specified in the Agreement),          

             (c)   the aggregate amount of unreimbursed servicing expenses
             and unreimbursed advances in respect thereof, and

             (d)   if applicable, the aggregate amount of interest accrued
                 and payable on related servicing expenses and related
advances;                           

   (xi)      with respect to any such REO Property sold during the related
Due Period:                                     

(a)   the aggregate amount of sale proceeds,    

                (b)   the portion of such sales proceeds payable or reimbursable
                     to the Master Servicer in respect of such REO Property or
the related Mortgage Loan; and      

             (c)   the amount of any loss to Securityholders in respect of
the related Mortgage Loan;          

    (xii)     the aggregate Security Balance or notional amount, as the case
           may be, of each class of Securities (including any class of
               Securities not offered hereby) at the close of business on such
               Distribution Date, separately identifying any reduction in such
               Security Balance due to the allocation of any loss and increase
               in the Security Balance of a class of Accrual Securities in the
           event that Accrued Security Interest has been added to such
balance;                                        

   (xiii)    the aggregate amount of principal prepayments made during the
related Due Period;                             

(xiv)     the amount deposited in the reserve fund, if any, on such 
Distribution Date;                              

      (xv)     the amount remaining in the reserve fund, if any, as of the close
of business on such Distribution Date;            

     (xvi)     the aggregate unpaid Accrued Security Interest, if any, on each
    class of Securities at the close of business on such
Distribution Date;                              

    (xvii)    in the case of Securities with a variable Pass-Through Rate or
                interest rate, the Pass-Through Rate or interest rate applicable
             to such Distribution Date, and, if available, the immediately
              succeeding Distribution Date, as calculated in accordance with
          the method specified in the related Prospectus Supplement;

    (xviii)   in the case of Securities with an adjustable Pass-Through Rate
               or interest rate, for statements to be distributed in any month
               in which an adjustment date occurs, the adjustable Pass-Through
              Rate or interest rate applicable to such Distribution Date, if

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              available, and the immediately succeeding Distribution Date as
         calculated in accordance with the method specified in the
related Prospectus Supplement;                  

   (xix)     as to any series which includes Credit Support, the amount of
              coverage of each instrument of Credit Support included therein
          as of the close of business on such Distribution Date; and

(xx)     the aggregate amount of payments by the obligors of default
         interest, late charges and assumption and modification fees
collected during the related Due Period.          

In the case of information furnished pursuant to subclauses (i)-(iv)
above, the amounts shall be expressed as a dollar amount per minimum            
denomination of Securities or for such other specified portion thereof. In      
addition, in the case of information furnished pursuant to subclauses (i), (ii),
(xii), (xvi) and (xvii) above, such amounts shall also be provided with respect 
to each component, if any, of a class of Securities. The Prospectus Supplement  
for each series of Offered Securities will describe any additional information  
to be included in reports to the holders of such Securities.                    

   Within a reasonable period of time after the end of each calendar year,
the Master Servicer or the Trustee, as provided in the related Prospectus       
Supplement, shall furnish to each person who at any time during the calendar    
year was a holder of a Security a statement containing the information set forth
in subclauses (i)-(iv) above, aggregated for such calendar year or the          
applicable portion thereof during which such person was a Securityholder. Such  
obligation of the Master Servicer or the Trustee shall be deemed to have been   
satisfied to the extent that substantially comparable information shall be      
provided by the Master Servicer or the Trustee pursuant to any requirements of  
the Code as are from time to time in force. See "Description of the             
Securities--Registration and Definitive Securities."                            

TERMINATION                                                                     

The obligations created by the related Agreement for each series of 
Certificates will terminate upon the payment to Certificateholders of that      
series of all amounts held in the Collection Account or by the Master Servicer, 
if any, or the Trustee and required to be paid to them pursuant to such         
Agreement following the earlier of (i) the final payment or other liquidation of
the last Asset subject thereto or the disposition of all property acquired upon 
foreclosure of any Mortgage Loan subject thereto and (ii) the purchase of all of
the assets of the Trust Fund by the party entitled to effect such termination,  
under the circumstances and in the manner set forth in the related Prospectus   
Supplement. In no event, however, will the trust created by the Agreement       
continue beyond the date specified in the related Prospectus Supplement. Written
notice of termination of the Agreement will be given to each Securityholder, and
the final distribution will be made only upon presentation and surrender of the 
Securities at the location to be specified in the notice of termination.        

If so specified in the related Prospectus Supplement, a series of   
Securities may be subject to optional early termination through the repurchase  
of the assets in the related Trust Fund by a servicer of the transaction, under 
the circumstances and in the manner set forth therein. If so provided in the    
related Prospectus Supplement, upon the reduction of the Security Balance of a  
specified class or classes of Securities by a specified percentage or amount,   
the party specified therein will solicit bids for the purchase of all assets of 
the Trust Fund, or of a sufficient portion of such assets to retire such class  
or classes or purchase such class or classes at a price set forth in the related
Prospectus Supplement, in each case, under the circumstances and in the manner  
set forth therein.                                                              

BOOK-ENTRY REGISTRATION AND DEFINITIVE SECURITIES                               

    If so provided in the related Prospectus Supplement, one or more classes
of the Offered Securities of any series will be issued as Book-Entry Securities,
and each such class will be represented by one or more single Securities        
registered in the name of a nominee for the depository, The Depository Trust    
Company ("DTC").                                                                

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  DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing          
corporation" within the meaning of the Uniform Commercial Code ("UCC") and a    
"clearing agency" registered pursuant to the provisions of Section 17A of the   
Securities Exchange Act of 1934, as amended. DTC was created to hold securities 
for its participating organizations ("Participants") and facilitate the         
clearance and settlement of securities transactions between Participants through
electronic book-entry changes in their accounts, thereby eliminating the need   
for physical movement of certificates. Participants include Merrill Lynch,      
Pierce, Fenner & Smith Incorporated, securities brokers and dealers, banks,     
trust companies and clearing corporations and may include certain other         
organizations. Indirect access to the DTC system also is available to others    
such as banks, brokers, dealers and trust companies that clear through or       
maintain a custodial relationship with a Participant, either directly or        
indirectly ("Indirect Participants").                                           

      Investors that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in,       
Book-Entry Securities may do so only through Participants and Indirect          
Participants. In addition, such investors ("Security Owners") will receive all  
distributions on the Book-Entry Securities through DTC and its Participants.    
Under a book-entry format, Security Owners will receive payments after the      
related Distribution Date because, while payments are required to be forwarded  
to Cede & Co., as nominee for DTC ("Cede"), on each such date, DTC will forward 
such payments to its Participants which thereafter will be required to forward  
them to Indirect Participants or Security Owners. The only "Securityholder" (as 
such term is used in the Agreement) will be Cede, as nominee of DTC, and the    
Security Owners will not be recognized by the Trustee as Securityholders under  
the Agreement. Security Owners will be permitted to exercise the rights of      
Securityholders under the related Agreement, Trust Agreement or Indenture, as   
applicable, only indirectly through the Participants who in turn will exercise  
their rights through DTC.                                                       

      Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants 
on whose behalf it acts with respect to the Book-Entry Securities and is        
required to receive and transmit distributions of principal of and interest on  
the Book-Entry Securities. Participants and Indirect Participants with which    
Security Owners have accounts with respect to the Book-Entry Securities         
similarly are required to make book-entry transfers and receive and transmit    
such payments on behalf of their respective Security Owners.                    

  Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Security    
Owner to pledge its interest in the Book-Entry Securities to persons or entities
that do not participate in the DTC system, or otherwise take actions in respect 
of its interest in the Book-Entry Securities, may be limited due to the lack of 
a physical certificate evidencing such interest.                                

      DTC has advised the Depositor that it will take any action permitted to be
taken by a Securityholder under an Agreement only at the direction of one or    
more Participants to whose account with DTC interests in the Book-Entry         
Securities are credited.                                                        

 Cedelbank ("CEDEL") is incorporated under the laws of Luxembourg as a
professional depository. CEDEL holds securities for its participating           
organizations ("CEDEL Participants") and facilitates the clearance and          
settlement of securities transactions between CEDEL Participants through        
electronic book-entry changes in accounts of CEDEL Participants, thereby        
eliminating the need for physical movement of certificates. Transactions may be 
settled in CEDEL in any of 28 currencies, including United States dollars. CEDEL
provides to its CEDEL Participants, among other things, services for            
safekeeping, administration, clearance and settlement of internationally traded 
securities and securities lending and borrowing. CEDEL interfaces with domestic 
markets in several countries. As a professional depository, CEDEL is subject to 
regulation by the Luxembourg Monetary Institute. CEDEL Participants are         
recognized financial institutions around the world, including underwriters,     
securities brokers and dealers, banks, trust companies, clearing corporations   
and certain other organizations and may include the Underwriters. Indirect      
access to CEDEL is also available to others, such as banks, brokers, dealers and

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trust companies that clear through or maintain a custodial relationship with a  
CEDEL Participant, either directly or indirectly.                               

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

The Euroclear Operator is the Belgian branch of a New York banking  
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System  
and the New York State Banking Department, as well as the Belgian Banking       
Commission.                                                                     

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

    Distributions with respect to Securities held through CEDEL or Euroclear
will be credited to the cash accounts of CEDEL Participants or Euroclear        
Participants in accordance with the relevant system's rules and procedures, to  
the extent received by its Depositary. Such distributions will be subject to tax
reporting and may be subject to withholding in accordance with relevant United  
States tax laws and regulations. See "Material Federal Income Tax Consequences" 
in this Prospectus and "Global Clearance, Settlement and Tax Documentation      
Procedures" in Annex I to the related Prospectus Supplement. CEDEL or the       
Euroclear Operator, as the case may be, will take any other action permitted to 
be taken by a Security under the Indenture, Trust Agreement or Pooling and      
Servicing Agreement, as applicable, on behalf of a CEDEL Participant or         
Euroclear Participant only in accordance with its relevant rules and procedures 
and subject to its Depositary's ability to effect such actions on its behalf    
through DTC.                                                                    

   Cede, as nominee for DTC, will hold the Securities. CEDEL and Euroclear
will hold omnibus positions in the Securities on behalf of the CEDEL            
Participants and the Euroclear Participants, respectively, through customers'   
securities accounts in CEDEL's and Euroclear's names on the books of their      
respective depositaries (collectively, the "Depositaries"), which in turn will  
hold such positions in customers' securities accounts in the Depositaries' names
on the books of DTC.                                                            

    Transfers between DTC's participating organizations (the "Participants")
will occur in accordance with DTC rules. Transfers between CEDEL Participants   
and Euroclear Participants will occur in the ordinary way in accordance with    
their applicable rules and operating procedures.                                

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

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

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

   In the event that any of DTC, CEDEL or Euroclear should discontinue its
services, the Administrator would seek an alternative depository (if available) 
or cause the issuance of Definitive Securities to the owners thereof or their   
nominees in the manner described in the Prospectus under "Description of the    
Securities--Book Entry Registration and Definitive Securities".                 

  Securities initially issued in book-entry form will be issued in fully
registered certificated form to Security Owners or their nominees (the          
"Definitive Securities"), rather than to DTC or its nominee only if (i) the     
Depositor advises the Trustee in writing that DTC is no longer willing or able  
to properly discharge its responsibilities as depository with respect to the    
Securities and the Depositor is unable to locate a qualified successor or (ii)  
the Depositor, at its option, elects to terminate the book-entry system through 
DTC.                                                                            

    Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the          
availability through DTC of Definitive Securities for the Security Owners. Upon 
surrender by DTC of the certificate or certificates representing the Book-Entry 
Securities, together with instructions for reregistration, the Trustee will     
issue (or cause to be issued) to the Security Owners identified in such         
instructions the Definitive Securities to which they are entitled, and          
thereafter the Trustee will recognize the holders of such Definitive Securities 
as Securityholders under the Agreement.                                         

EXCHANGEABLE CERTIFICATES                                                       

GENERAL                                                                         

If specified in the related prospectus supplement, a Series of      
Certificates may include one or more classes that are exchangeable certificates 
("Exchangeable Certificates"). In any of theses series, the holders of one or   
more of the classes of Exchangeable Certificates will be entitled, after notice 
and payment to the trustee of an administrative fee, to exchange all or a       
portion of those classes for proportionate interests in one or more of the other
classes of Exchangeable Certificates.                                           

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      If a series includes Exchangeable Certificates as described in the related
prospectus supplement, all of these classes of Exchangeable Certificates will be
listed in the prospectus supplement. The Classes of Certificates that are       
exchangeable for one another will be referred to in the related prospectus      
supplement as "related" to each other, and each related grouping of Exchangeable
Certificates will be referred to as a "combination." Each combination of        
Exchangeable Certificates will be issued by the related issuing entity and, in  
the aggregate, will represent a distinct combination of uncertificated interests
in the issuing entity. At any time after their initial issuance, any class of   
Exchangeable Certificates may be exchanged for the related class or classes of  
Exchangeable Certificates. In some cases, multiple classes of Exchangeable      
Certificates may be exchanged for one or more classes of related Exchangeable   
Certificates.                                                                   

     The descriptions in the related prospectus supplement of the Certificates
of a Series that includes Exchangeable Certificates, including descriptions of  
principal and interest distributions, registration and denomination of          
Certificates, credit enhancement, yield and prepayment considerations and tax,  
ERISA and legal investment considerations, also will apply to each class of     
Exchangeable Certificates. The related prospectus supplement will separately    
describe the yield and prepayment considerations applicable to, and the risks of
investment in, each class of Exchangeable Certificates in a combination. For    
example, separate decrement tables and yield tables, if applicable, will be     
included for each class of a combination of Exchangeable Certificates.          

EXCHANGES                                                                       

    If a holder elects to exchange its Exchangeable Certificates for related
Exchangeable Certificates, the following three conditions must be satisfied:    

-   the aggregate principal balance of the Exchangeable Certificates
        received in the exchange, immediately after the exchange, must equal
          the aggregate principal balance, immediately prior to the exchange, of
  the exchanged certificates (for purposes of this condition, an
interest-only class will have a principal balance of zero); 

  -   the aggregate amount of interest payable on each Distribution Date
          with respect to the Exchangeable Certificates received in the exchange
must equal the aggregate amount of interest payable on that 
   Distribution Date with respect to the exchanged securities; and

      -   the class or classes of Exchangeable Certificates must be exchanged in
the applicable proportions, if any, described in the related
         prospectus supplement. There are different types of combinations that
          can exist. Any individual series of securities may have multiple types
  of combinations. Some examples of combinations of Exchangeable
       Certificates that differ in their interest characteristics include:

      -   A class of Exchangeable Certificates with an interest rate that varies
 directly with changes in an index and a class of Exchangeable
          Certificates with an interest rate that varies indirectly with changes
in an index may be exchangeable for a class of Exchangeable 
      Certificates with a fixed interest rate. In this case, the classes
     with interest rates that vary with an index would produce, in the
       aggregate, an annual interest amount equal to that generated by the
          class with a fixed interest rate. In addition, the aggregate principal
          balance of the two classes with interest rates that vary with an index
          would equal the principal balance of the class with the fixed interest
rate.                                                       

 -   An interest-only class and a principal only class of Exchangeable
   Certificates may be exchangeable, together, for a class that is
   entitled to both principal and interest payments. The principal
     balance of the principal and interest class would be equal to the
       principal balance of the exchangeable principal only class, and the
      interest rate on the principal and interest class would be a fixed
         rate that, when applied to the principal balance of this class, would
          generate an annual interest amount equal to the annual interest amount
of the exchangeable interest-only class.                    

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  -   Two classes of principal and interest classes with different fixed
     interest rates may be exchangeable, together, for a class that is
      entitled to both principal and interest payments, with a principal
         balance equal to the aggregate principal balance of the tow exchanged
          classes, and a fixed interest rate that, when applied to the principal
  balance of the exchanged for classes, would generate an annual
       interest amount equal to the aggregate amount of annual interest of
the two exchanged classes.                                  

In some series, a Certificateholder may be able to exchange its     
Exchangeable Certificates for other Exchangeable Certificates that have         
different principal payment characteristics. Examples of these types of         
combinations include:                                                           

      -   A class of Exchangeable Certificates that accretes all of its interest
 for a specified period, with the accreted amount added to the
         principal balance of the accreting class, and a class of Exchangeable
       Certificates that receives principal payments from these accretions
     may be exchangeable, together, for a single class of Exchangeable
         Certificates that receives payments of interest continuously from the
     first distribution date on which it receives interest until it is
retired.                                                    

     -   A class of Exchangeable Certificates that is a Scheduled Amortization
         Class, Planned Amortization Class or Targeted Amortization Class, and
     a class of Exchangeable Certificates that only receives principal
        payments on a distribution date if scheduled payments have been made
      on the Scheduled Amortization Class, Planned Amortization Class or
    Targeted Amortization Class, as applicable, may be exchangeable,
   together for a class of Exchangeable Certificates that receives
    principal payments without regard to the schedule from the first
         distribution date on which it receives principal until it is retired.

A number of factors may limit the ability of an Exchangeable        
Certificateholder to effect an exchange. For example, the Certificateholder must
own, at the time of the proposed exchange, the class or classes necessary to    
make the exchange in the necessary proportions. If a Certificateholder does not 
own the necessary classes or does not own the necessary classes in the proper   
proportions, the Certificateholder may not be able to obtain the desired class  
of Exchangeable Certificates. The Certificateholder desiring to make the        
exchange may not be able to purchase the necessary class from the then-current  
owner at a reasonable price, or the necessary proportion of the needed class may
no longer be available due to principal payments or prepayments that have been  
applied to that class.                                                          

PROCEDURES                                                                      

    The related prospectus supplement will describe the procedures that must
be followed to make an exchange. A Certificateholder will be required to provide
notice to the trustee five business days prior to the proposed exchange date or 
as otherwise specified in the related prospectus supplement. The notice must    
include the outstanding principal or notional amount of the securities to be    
exchanged and to be received, and the proposed exchange date. When the trustee  
receives this notice, it will provide instructions to the Certificateholder     
regarding delivery of the securities and payment of the administrative fee. A   
Certificateholder's notice to the trustee will become irrevocable on the second 
business day prior to the proposed exchange date. Any Exchangeable Certificates 
in book-entry form will be subject to the rules, regulations and procedures     
applicable to DTC's book-entry securities.                                      

     If the related prospectus supplement describes exchange proportions for a
combination of classes of Exchangeable Certificates, these proportions will be  
based on the original, rather than the outstanding, principal or notional       
amounts of these classes.                                                       

      The first payment on an exchangeable security received in an exchange will
be made on the Distribution Date in the month following the month of the        
exchange or as otherwise described in the related prospectus supplement. This   
payment will be made to the Certificateholder of record as of the applicable    
record date.                                                                    

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DESCRIPTION OF THE AGREEMENTS 

AGREEMENTS APPLICABLE TO A SERIES                                               

 REMIC Certificates, Grantor Trust Certificates. Certificates that are
REMIC Certificates, Grantor Trust Certificates or indebtedness for tax purposes 
will be issued, and the related Trust Fund will be created, pursuant to a       
pooling and servicing agreement (a "Pooling and Servicing Agreement") among the 
Depositor, the Master Servicer and the Trustee. The Assets of such Trust Fund   
will be transferred to the Trust Fund and thereafter serviced in accordance with
the terms of the Pooling and Servicing Agreement. In the context of the         
conveyance and servicing of the related Assets, the Pooling and Servicing       
Agreement or the Trust Agreement, as applicable, may be referred to herein as   
the "Agreement". If specified in the related Prospectus Supplement, certificates
that are REMIC Certificates, Grantor Trust Certificates or indebtedness for tax 
purposes will be issued, and the related Trust Fund will be created, pursuant to
a Trust Agreement (a "Trust Agreement") between the Depositor and the Trustee.  
The Assets of such Trust Fund will be serviced by one or more Master Servicers  
or servicers pursuant to one or more servicing agreements between the Trustee   
and the Master Servicer or servicer, as applicable (each, a "Servicing          
Agreement"), each of which may also be referred to herein as the "Agreement". If
the Assets of the Trust Fund for such a series consists only of Government      
Securities, such Assets will be conveyed to the Trust Fund and administered     
pursuant to a Trust Agreement between the Depositor and the Trustee, which may  
also be referred to herein as the "Agreement".                                  

Certificates That Are Partnership Interests for Tax Purposes and    
Notes.  Certificates that are partnership interests for tax purposes will be    
issued, and the related Trust Fund will be created, pursuant to a Trust         
Agreement between the Depositor and the Trustee. The Assets of the related Trust
Fund will be transferred to the Trust Fund and thereafter serviced in accordance
with a servicing agreement (a "Servicing Agreement") among the Depositor, the   
Servicer and the Trustee. In the context of the conveyance and servicing of the 
related Assets, a Servicing Agreement may be referred to herein as the          
"Agreement".                                                                    

   A series of Notes issued by a Trust Fund will be issued pursuant to the
indenture (the "Indenture") between the related Trust Fund and an indenture     
trustee (the "Indenture Trustee") named in the related Prospectus Supplement.   

     Notwithstanding the foregoing, if the Assets of a Trust Fund consist only
of Government Securities, such Assets will be conveyed to the Trust Fund and    
administered in accordance with the terms of the Trust Agreement, which in such 
context may be referred to herein as the Agreement.                             

      General. Any Master Servicer and the Trustee with respect to any series of
Securities will be named in the related Prospectus Supplement. In any series of 
Securities for which there are multiple Master Servicers, there may also be     
multiple Mortgage Loan Groups, each corresponding to a particular Master        
Servicer; and, if the related Prospectus Supplement so specifies, the servicing 
obligations of each such Master Servicer will be limited to the Whole Loans in  
such corresponding Mortgage Loan Group. In lieu of appointing a Master Servicer,
a servicer may be appointed pursuant to the Agreement for any Trust Fund. Such  
servicer will service all or a significant number of Mortgage Loans directly    
without a Sub-Servicer. The obligations of any such servicer shall be           
commensurate with those of the Master Servicer described herein. References in  
this Prospectus to Master Servicer and its rights and obligations shall be      
deemed to also be references to any servicer servicing Mortgage Loans directly  
without a Master Servicer. A manager or administrator may be appointed pursuant 
to the Trust Agreement for any Trust Fund to administer such Trust Fund. The    
provisions of each Agreement will vary depending upon the nature of the         
Securities to be issued thereunder and the nature of the related Trust Fund.    
Forms of a Pooling and Servicing Agreement, a Sale and Servicing Agreement and a
Trust Agreement have been filed as exhibits to the Registration Statement of    
which this Prospectus is a part.                                                

  The following summaries describe certain provisions that may appear in
each Agreement. The Prospectus Supplement for a series of Securities will       
describe any provision of the Agreement relating to such series that materially 
differs from the description thereof contained in this Prospectus. The summaries
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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 Agreement for each Trust 
Fund and the description of such provisions in the related Prospectus           
Supplement. As used herein with respect to any series, the term "Security"      
refers to all of the Securities of that series, whether or not offered hereby   
and by the related Prospectus Supplement, unless the context otherwise requires.
The Depositor will provide a copy of the Agreement (without exhibits) relating  
to any series of Securities without charge upon written request of a holder of a
Security of such series addressed to Merrill Lynch Mortgage Investors, Inc., 250
Vesey Street, World Financial Center, North Tower, 10th Floor, New York, New    
York 10281-1310. Attention: Jack Ross.                                          

ASSIGNMENT OF ASSETS; REPURCHASES                                               

   At the time of issuance of any series of Securities, the Depositor will
assign (or cause to be assigned) to the designated Trustee the Assets to be     
included in the related Trust Fund, together with all principal and interest to 
be received on or with respect to such Assets after the Cut-off Date, other than
principal and interest due on or before the Cut-off Date and other than any     
Retained Interest. The Trustee will, concurrently with such assignment, deliver 
the Securities to the Depositor in exchange for the Assets and the other assets 
comprising the Trust Fund for such series. Each Asset will be identified in a   
schedule appearing as an exhibit to the related Agreement. Such schedule will   
include detailed information in respect of each Loan included in the related    
Trust Fund.                                                                     

    With respect to each Mortgage Loan, except as otherwise specified in the
related Prospectus Supplement, the Depositor will deliver or cause to be        
delivered to the Trustee (or to the custodian hereinafter referred to) certain  
loan documents, which will include the original Mortgage Note endorsed, without 
recourse, in blank or to the order of the Trustee, the original Mortgage (or a  
certified copy thereof) with evidence of recording indicated thereon and an     
assignment of the Mortgage to the Trustee in recordable form. Notwithstanding   
the foregoing, a Trust Fund may include Mortgage Loans where the original       
Mortgage Note is not delivered to the Trustee if the Depositor delivers to the  
Trustee or the custodian a copy or a duplicate original of the Mortgage Note,   
together with an affidavit certifying that the original thereof has been lost or
destroyed. With respect to such Mortgage Loans, the Trustee (or its nominee) may
not be able to enforce the Mortgage Note against the related borrower. The Asset
Seller will be required to agree to repurchase, or substitute for (or cause     
another party to repurchase or substitute for), each such Mortgage Loan that is 
subsequently in default if the enforcement thereof or of the related Mortgage is
materially adversely affected by the absence of the original Mortgage Note. The 
related Prospectus Supplement will specify whether the related Agreement will   
require the Depositor or another party specified therein to promptly cause each 
such assignment of Mortgage to be recorded in the appropriate public office for 
real property records, except in the State of California or in other states     
where, in the opinion of counsel acceptable to the Trustee, such recording is   
not required to protect the Trustee's interest in the related Mortgage Loan     
against the claim of any subsequent transferee or any successor to or creditor  
of the Depositor, the Master Servicer, the relevant Asset Seller or any other   
prior holder of the Mortgage Loan.                                              

 The Trustee (or a custodian) will review such Mortgage Loan documents
within a specified period of days after receipt thereof, and the Trustee (or a  
custodian) will hold such documents in trust for the benefit of the             
Certificateholders. If any such document is found to be missing or defective in 
any material respect, the Trustee (or such custodian) shall notify the Master   
Servicer and the Depositor, and the Master Servicer shall notify the relevant   
Asset Seller. If the Asset Seller cannot cure the omission or defect within a   
specified number of days after receipt of such notice, then the Asset Seller    
will be obligated, within a specified number of days of receipt of such notice, 
to repurchase the related Mortgage Loan from the Trustee at the Purchase Price  
or substitute for such Mortgage Loan. There can be no assurance that an Asset   
Seller will fulfill this repurchase or substitution obligation, and neither the 
Master Servicer nor the Depositor will be obligated to repurchase or substitute 
for such Mortgage Loan if the Asset Seller defaults on its obligation. This     
repurchase or substitution obligation constitutes the sole remedy available to  
the Certificateholders or the Trustee for omission of, or a material defect in, 
a constituent document. To the extent specified in the related Prospectus       
Supplement, in lieu of curing any                                               

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omission or defect in the Asset or repurchasing or substituting for such Asset, 
the Asset Seller may agree to cover any losses suffered by the Trust Fund as a  
result of such breach or defect.                                                

Notwithstanding the preceding two paragraphs, the related Prospectus
Supplement will specify whether the documents with respect to Home Equity Loans,
Home Improvement Contracts and Manufactured Housing Contracts will be delivered 
to the Trustee (or a custodian), or whether they will be retained by the Master 
Servicer, which may also be the Asset Seller. The related Prospectus Supplement 
will specify whether assignments of the related Mortgages to the Trustee will be
recorded.                                                                       

With respect to each Government Security in certificated form, the  
Depositor will deliver or cause to be delivered to the Trustee (or the          
custodian) the original certificate or other definitive evidence of such        
Government Security, together with bond power or other instruments,             
certifications or documents required to transfer fully such Government Security,
to the Trustee for the benefit of the Certificateholders. With respect to each  
Government Security in uncertificated or book-entry form or held through a      
"clearing corporation" within the meaning of the UCC, the Depositor and the     
Trustee will cause such Government Security to be registered directly or on the 
books of such clearing corporation or of one or more securities intermediaries  
in the name of the Trustee for the benefit of the Securityholders. The related  
Prospectus Supplement will specify whether the related Agreement will require   
that either the Depositor or the Trustee promptly cause any Government          
Securities in certificated form not registered in the name of the Trustee to be 
re-registered, with the applicable persons, in the name of the Trustee.         

REPRESENTATIONS AND WARRANTIES; REPURCHASES                                     

  The Depositor will, with respect to each Mortgage Loan, assign certain
representations and warranties, as of a specified date (the person making such  
representations and warranties, the "Warranting Party") covering, by way of     
example, the following types of matters:                                        

      (i)    the accuracy of the information set forth for such Mortgage Loan on
       the schedule of Assets appearing as an exhibit to the related
Agreement;                                            

      (ii)    the existence of title insurance insuring the lien priority of the
Mortgage Loan;                                      

    (iii)   the authority of the Warranting Party to sell the Mortgage Loan;

(iv)    the payment status of the Mortgage Loan;                    

(v)    in the case of a Mortgage Loan, the existence of customary   
        provisions in the related Mortgage Note and Mortgage to permit
          realization against the Mortgaged Property of the benefit of the
security of the Mortgage; and                         

     (vi)    the existence of hazard and extended perils insurance coverage on
the Mortgaged Property.                             

    Any Warranting Party shall be an Asset Seller or an affiliate thereof or
such other person acceptable to the Depositor and shall be identified in the    
related Prospectus Supplement.                                                  

      Representations and warranties made in respect of a Mortgage Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial      
period of time may have elapsed between such date and the date of initial       
issuance of the related series of Certificates evidencing an interest in such   
Mortgage Loan. In the event of a breach of any such representation or warranty, 
the Warranting Party will be obligated to reimburse the Trust Fund for losses   
caused by any such breach or either cure such breach or repurchase or replace   
the affected Mortgage Loan as described below. Since the representations and    
warranties may not address events that may occur following the date as of which 
they were made, the Warranting Party will have a reimbursement, cure, repurchase
or substitution obligation in connection with a breach of such a representation 
and warranty only if the relevant event that causes such breach occurs prior to 
such date. Such party would have no such obligations if the relevant event that 
causes such breach occurs after such date.                                      

    Each Agreement will provide that the Master Servicer and/or Trustee will
be required to notify promptly the relevant Warranting Party of any breach of   
any representation or warranty made by it in                                    
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respect of a Mortgage Loan that materially and adversely affects the value of   
such Mortgage Loan or the interests therein of the Securityholders. If such     
Warranting Party cannot cure such breach within a specified period following the
date on which such party was notified of such breach, then such Warranting Party
will be obligated to repurchase such Mortgage Loan from the Trustee within a    
specified period from the date on which the Warranting Party was notified of    
such breach, at the Purchase Price therefor. As to any Mortgage Loan, the       
"Purchase Price" is at least equal to the sum of the unpaid principal balance   
thereof, plus unpaid accrued interest thereon at the Mortgage Rate from the date
as to which interest was last paid to the due date in the Due Period in which   
the relevant purchase is to occur, plus certain servicing expenses that are     
reimbursable to the Master Servicer. If so provided in the Prospectus Supplement
for a series, a Warranting Party, rather than repurchase a Mortgage Loan as to  
which a breach has occurred, will have the option, within a specified period    
after initial issuance of such series of Certificates, to cause the removal of  
such Mortgage Loan from the Trust Fund and substitute in its place one or more  
other Mortgage Loans in accordance with the standards described in the related  
Prospectus Supplement. If so provided in the Prospectus Supplement for a series,
a Warranting Party, rather than repurchase or substitute a Mortgage Loan as to  
which a breach has occurred, will have the option to reimburse the Trust Fund or
the Securityholders for any losses caused by such breach. This reimbursement,   
repurchase or substitution obligation will constitute the sole remedy available 
to holders of Securities or the Trustee for a breach of representation by a     
Warranting Party.                                                               

 Neither the Depositor (except to the extent that it is the Warranting
Party) nor the Master Servicer will be obligated to purchase or substitute for a
Mortgage Loan if a Warranting Party defaults on its obligation to do so, and no 
assurance can be given that Warranting Parties will carry out such obligations  
with respect to Mortgage Loans.                                                 

 The Warranting Party will, with respect to a Trust Fund that includes
Government Securities, make or assign certain representations or warranties, as 
of a specified date, with respect to such Government Securities, covering the   
accuracy of the information set forth therefor on the schedule of Assets        
appearing as an exhibit to the related Agreement and covering the authority of  
the Warranting Party to sell such Assets. The related Prospectus Supplement will
describe the remedies for a breach thereof.                                     

A Master Servicer will make certain representations and warranties  
regarding its authority to enter into, and its ability to perform its           
obligations under, the related Agreement. A breach of any such representation of
the Master Servicer which materially and adversely affects the interests of the 
Certificateholders and which continues unremedied for the number of days        
specified in the Agreement after the giving of written notice of such breach to 
the Master Servicer by the Trustee or the Depositor, or to the Master Servicer, 
the Depositor and the Trustee by the holders of Certificates evidencing not less
than 25% of the Voting Rights (or a higher percentage set forth in the related  
Prospectus Supplement), will constitute an Event of Default under such Pooling  
and Servicing Agreement. See "Events of Default" and "Rights Upon Event of      
Default".                                                                       

COLLECTION ACCOUNT AND RELATED ACCOUNTS                                         

General                                                                         

The Master Servicer and/or the Trustee will, as to each Trust Fund, 
establish and maintain or cause to be established and maintained one or more    
separate accounts for the collection of payments on the related Assets          
(collectively, the "Collection Account"), which must be either                  

 (i)   an account or accounts the deposits in which are insured by the
     Federal Deposit Insurance Corporation ("FDIC") (to the limits
    established by the FDIC) and, if so specified in the related
            Prospectus Supplement, the uninsured deposits in which are otherwise
            secured such that the Trustee have a claim with respect to the funds
        in the Collection Account or a perfected first priority security
            interest against any collateral securing such funds that is superior
         to the claims of any other depositors or general creditors of the
      institution with which the Collection Account is maintained or

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      (ii)   otherwise maintained with a bank or trust company, and in a manner,
           satisfactory to the Rating Agency or Agencies rating any class of
Securities of such series.                            

  The collateral eligible to secure amounts in the Collection Account is
limited to United States government securities and other investment grade       
obligations specified in the Agreement ("Permitted Investments"). A Collection  
Account may be maintained as an interest bearing or a non-interest bearing      
account and the funds held therein may be invested pending each succeeding      
Distribution Date in certain short-term Permitted Investments. Any interest or  
other income earned on funds in the Collection Account will be paid to a Master 
Servicer or its designee as additional servicing compensation. The Collection   
Account may be maintained with an institution that is an affiliate of the Master
Servicer, if applicable, provided that such institution meets the standards     
imposed by the Rating Agency or Agencies. If permitted by the Rating Agency or  
Agencies and so specified in the related Prospectus Supplement, a Collection    
Account may contain funds relating to more than one series of mortgage          
pass-through certificates and may contain other funds respecting payments on    
mortgage loans belonging to the Master Servicer or serviced or master serviced  
by it on behalf of others.                                                      

Deposits                                                                        

     A Master Servicer or the Trustee will deposit or cause to be deposited in
the Collection Account for one or more Trust Funds as frequently as required in 
the related Agreement, the following payments and collections received, or      
advances made, by the Master Servicer or the Trustee or on its behalf subsequent
to the Cut-off Date (other than payments due on or before the Cut-off Date, and 
exclusive of any amounts representing a Retained Interest):                     

(i)     all payments on account of principal, including principal   
prepayments, on the Assets;                         

    (ii)    all payments on account of interest on the Assets, including any
       default interest collected, in each case net of any portion
          thereof retained by a Master Servicer or a Sub-Servicer as its
    servicing compensation and net of any Retained Interest;

      (iii)    all proceeds of the hazard insurance policies to be maintained in
            respect of each Mortgaged Property securing a Mortgage Loan in
            the Trust Fund (to the extent such proceeds are not applied to
             the restoration of the property or released to the mortgagor in
         accordance with the normal servicing procedures of a Master
            Servicer or the related Sub-Servicer, subject to the terms and
   conditions of the related Mortgage and Mortgage Note)
        (collectively, "Insurance Proceeds") and all other amounts
         received and retained in connection with the liquidation of
           defaulted Mortgage Loans in the Trust Fund, by foreclosure or
       otherwise ("Liquidation Proceeds"), together with the net
       proceeds on a monthly basis with respect to any Mortgaged
       Properties acquired for the benefit of Securityholders by
         foreclosure or by deed in lieu of foreclosure or otherwise;

     (iv)    any amounts paid under any instrument or drawn from any fund that
              constitutes Credit Support for the related series of Securities as
described under "Description of Credit Support";    

(v)     any advances made as described under "Description of the    
Securities--Advances in Respect of Delinquencies";  

      (vi)    any amounts paid under any Cash Flow Agreement, as described under
   "Description of the Trust Funds--Cash Flow Agreements";

   (vii)    all proceeds of any Asset or, with respect to a Mortgage Loan,
              property acquired in respect thereof purchased by the Depositor,
               any Asset Seller or any other specified person as described under
          "Assignment of Assets; Repurchases" and "Representations and
              Warranties; Repurchases," all proceeds of any defaulted Mortgage
           Loan purchased as described under "Realization Upon Defaulted
Mortgage Loans," and all proceeds of any Asset    

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purchased as described under "Description of the  
      Securities--Termination" (also, "Liquidation Proceeds");

    (viii)   any amounts paid by a Master Servicer to cover certain interest
               shortfalls arising out of the prepayment of Mortgage Loans in the
Trust Fund as described under "Description of the 
               Agreements--Retained Interest; Servicing Compensation and Payment
of Expenses";                                     

   (ix)    to the extent that any such item does not constitute additional
        servicing compensation to a Master Servicer, any payments on
            account of modification or assumption fees, late payment charges
or prepayment premiums on the Mortgage Loans;       

   (x)     all payments required to be deposited in the Collection Account
          with respect to any deductible clause in any blanket insurance
policy described under "Hazard Insurance Policies"; 

   (xi)    any amount required to be deposited by a Master Servicer or the
             Trustee in connection with losses realized on investments for the
              benefit of the Master Servicer or the Trustee, as the case may be,
of funds held in the Collection Account; and        

 (xii)    any other amounts required to be deposited in the Collection
               Account as provided in the related Agreement and described in the
related Prospectus Supplement.                    

Withdrawals                                                                     

     A Master Servicer or the Trustee may, from time to time, make withdrawals
from the Collection Account for each Trust Fund for any of the following        
purposes:                                                                       

      (i)      to make distributions to the Securityholders on each Distribution
Date;                                             

      (ii)      to reimburse a Master Servicer for unreimbursed amounts advanced
              as described under "Description of the Securities--Advances in
               Respect of Delinquencies," such reimbursement to be made out of
                amounts received which were identified and applied by the Master
        Servicer as late collections of interest (net of related
             servicing fees and Retained Interest) on and principal of the
            particular Mortgage Loans with respect to which the advances
          were made or out of amounts drawn under any form of Credit
Support with respect to such Mortgage Loans;    

     (iii)     to reimburse a Master Servicer for unpaid servicing fees earned
         and certain unreimbursed servicing expenses incurred with
            respect to Mortgage Loans and properties acquired in respect
          thereof, such reimbursement to be made out of amounts that
               represent Liquidation Proceeds and Insurance Proceeds collected
               on the particular Mortgage Loans and properties, and net income
             collected on the particular properties, with respect to which
              such fees were earned or such expenses were incurred or out of
              amounts drawn under any form of Credit Support with respect to
such Mortgage Loans and properties;             

 (iv)     to reimburse a Master Servicer for any advances described in
              clause (ii) above and any servicing expenses described in clause
              (iii) above which, in the Master Servicer's good faith judgment,
           will not be recoverable from the amounts described in clauses
              (ii) and (iii), respectively, such reimbursement to be made from
           amounts collected on other Assets or, if and to the extent so
            provided by the related Agreement and described in the related
      Prospectus Supplement, just from that portion of amounts
              collected on other Assets that is otherwise distributable on one
      or more classes of Subordinate Securities, if any remain
             outstanding, and otherwise any outstanding class of Securities,
of the related series;                            

(v)      if and to the extent described in the related Prospectus   
          Supplement, to pay a Master Servicer interest accrued on the
       advances described in clause (ii) above and the servicing
        expenses described in clause (iii) above while such remain
outstanding and unreimbursed;                     

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   (vi)     to reimburse a Master Servicer, the Depositor, or any of their
               respective directors, officers, employees and agents, as the case
          may be, for certain expenses, costs and liabilities incurred
            thereby, as and to the extent described under "Certain Matters
Regarding a Master Servicer and the Depositor";   

(vii)    if and to the extent described in the related Prospectus   
          Supplement, to pay (or to transfer to a separate account for
           purposes of escrowing for the payment of) the Trustee's fees;

 (viii)    to reimburse the Trustee or any of its directors, officers,
               employees and agents, as the case may be, for certain expenses,
            costs and liabilities incurred thereby, as and to the extent
        described under "Certain Matters Regarding the Trustee";

    (ix)     to pay a Master Servicer, as additional servicing compensation,
              interest and investment income earned in respect of amounts held
in the Collection Account;                        

    (x)      to pay the person entitled thereto any amounts deposited in the
               Collection Account that were identified and applied by the Master
Servicer as recoveries of Retained Interest;      

(xi)     to pay for costs reasonably incurred in connection with the
         proper management and maintenance of any Mortgaged Property
              acquired for the benefit of Securityholders by foreclosure or by
           deed in lieu of foreclosure or otherwise, such payments to be
made out of income received on such property;     

    (xii)    if one or more elections have been made to treat the Trust Fund
            or designated portions thereof as a REMIC, to pay any federal,
             state or local taxes imposed on the Trust Fund or its assets or
          transactions, as and to the extent described under "Material
              Federal Income Tax Consequences--REMICs--Prohibited Transactions
Tax and Other Taxes";                             

     (xiii)    to pay for the cost of an independent appraiser or other expert
              in real estate matters retained to determine a fair sale price
               for a defaulted Mortgage Loan or a property acquired in respect
                thereof in connection with the liquidation of such Mortgage Loan
or property;                                    

(xiv)    to pay for the cost of various opinions of counsel obtained
  pursuant to the related Agreement for the benefit of
Securityholders;                                  

    (xv)     to pay for the costs of recording the related Agreement if such
              recordation materially and beneficially affects the interests of
              Securityholders, provided that such payment shall not constitute
             a waiver with respect to the obligation of the Warranting Party
          to remedy any breach of representation or warranty under the
Agreement;                                        

    (xvi)    to pay the person entitled thereto any amounts deposited in the
            Collection Account in error, including amounts received on any
              Asset after its removal from the Trust Fund whether by reason of
        purchase or substitution as contemplated by "Assignment of
      Assets; Repurchase" and "Representations and Warranties;
Repurchases" or otherwise;                        

(xvii)    to make any other withdrawals permitted by the related    
Agreement; and                                  

      (xviii)   to clear and terminate the Collection Account at the termination
of the Trust Fund.                              

Other Collection Accounts                                                       

    Notwithstanding the foregoing, if so specified in the related Prospectus
Supplement, the Agreement for any series of Securities may provide for the      
establishment and maintenance of a separate collection account into which the   
Master Servicer or any related Sub-Servicer will deposit on a daily basis the   
amounts described under "--Deposits" above for one or more series of Securities.
Any amounts on deposit in any such collection account will be withdrawn         
therefrom and deposited into the appropriate Collection Account by a time       
specified in the related Prospectus Supplement. To the extent specified in the  
related Prospectus Supplement, any amounts which could be withdrawn from the    
Collection Account as described                                                 

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under "--Withdrawals" above, may also be withdrawn from any such collection     
account. The Prospectus Supplement will set forth any restrictions with respect 
to any such collection account, including investment restrictions and any       
restrictions with respect to financial institutions with which any such         
collection account may be maintained.                                           

COLLECTION AND OTHER SERVICING PROCEDURES                                       

  The Master Servicer, directly or through Sub-Servicers, is required to
make reasonable efforts to collect all scheduled payments under the Mortgage    
Loans and will follow or cause to be followed such collection procedures as it  
would follow with respect to mortgage loans that are comparable to the Mortgage 
Loans and held for its own account, provided such procedures are consistent     
with:                                                                           

      (i)    the terms of the related Agreement and any related hazard insurance
         policy or instrument of Credit Support, if any, included in the
             related Trust Fund described herein or under "Description of Credit
Support,"                                             

(ii)    applicable law and                                          

      (iii)   the general servicing standard specified in the related Prospectus
          Supplement or, if no such standard is so specified, its normal
           servicing practices (in either case, the "Servicing Standard").

In connection therewith, the Master Servicer will be permitted in its discretion
to waive any late payment charge or penalty interest in respect of a late       
payment on a Mortgage Loan.                                                     

 Each Master Servicer will also be required to perform other customary
functions of a servicer of comparable loans, including maintaining hazard       
insurance policies as described herein and in any related Prospectus Supplement,
and filing and settling claims thereunder; maintaining escrow or impoundment    
accounts of mortgagors for payment of taxes, insurance and other items required 
to be paid by any mortgagor pursuant to a Mortgage Loan; processing assumptions 
or substitutions in those cases where the Master Servicer has determined not to 
enforce any applicable due-on-sale clause; attempting to cure delinquencies;    
supervising foreclosures or repossessions; inspecting and managing Mortgaged    
Properties under certain circumstances; and maintaining accounting records      
relating to the Mortgage Loans. The Master Servicer (or another party specified 
in the related Prospectus Supplement), will be responsible for filing and       
settling claims in respect of particular Mortgage Loans under any applicable    
instrument of Credit Support. See "Description of Credit Support."              

   The Master Servicer may agree to modify, waive or amend any term of any
Mortgage Loan in a manner consistent with the Servicing Standard so long as the 
modification, waiver or amendment will not affect the amount or timing of any   
scheduled payments of principal or interest on the Mortgage Loan or, in its     
judgment, materially impair the security for the Mortgage Loan or reduce the    
likelihood of timely payment of amounts due thereon. The Master Servicer also   
may agree to any modification, waiver or amendment that would so affect or      
impair the payments on, or the security for, a Mortgage Loan if, in its         
judgment, a material default on the Mortgage Loan has occurred or a payment     
default is imminent, and in its judgment, such modification, waiver or amendment
is reasonably likely to produce a greater recovery with respect to the Mortgage 
Loan on a present value basis than would liquidation. The Master Servicer is    
required to notify the Trustee in the event of any modification, waiver or      
amendment of any Mortgage Loan.                                                 

SUB-SERVICERS                                                                   

      A Master Servicer may delegate its servicing obligations in respect of the
Mortgage Loans to third-party servicers (each, a "Sub-Servicer"), but such      
Master Servicer will remain obligated under the related Agreement. Each         
sub-servicing agreement between a Master Servicer and a Sub-Servicer (a "Sub-   
Servicing Agreement") must be consistent with the terms of the related Agreement
and must provide that, if for any reason the Master Servicer for the related    
series of Securities is no longer acting in such                                

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capacity, the Trustee or any successor Master Servicer may assume the Master    
Servicer's rights and obligations under such Sub-Servicing Agreement.           

    The Master Servicer will be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Master Servicer's compensation        
pursuant to the related Agreement is sufficient to pay such fees. Each          
Sub-Servicer will be reimbursed by the Master Servicer for certain expenditures 
which it makes, generally to the same extent the Master Servicer would be       
reimbursed under an Agreement. See "Retained Interest; Servicing Compensation   
and Payment of Expenses."                                                       

REALIZATION UPON DEFAULTED MORTGAGE LOANS                                       

    The Master Servicer is required to monitor any Mortgage Loan which is in
default, initiate corrective action in cooperation with the mortgagor or obligor
if cure is likely, inspect the Mortgaged Property and take such other actions as
are consistent with the Servicing Standard. A significant period of time may    
elapse before the Master Servicer is able to assess the success of such         
corrective action or the need for additional initiatives.                       

   Any Agreement relating to a Trust Fund that includes Mortgage Loans may
grant to the Master Servicer and/or the holder or holders of certain classes of 
Securities a right of first refusal to purchase from the Trust Fund at a        
predetermined purchase price any such Mortgage Loan as to which a specified     
number of scheduled payments thereunder are delinquent. Any such right granted  
to the holder of an Offered Security will be described in the related Prospectus
Supplement. The related Prospectus Supplement will also describe any such right 
granted to any person if the predetermined purchase price is less than the      
Purchase Price described under "Representations and Warranties; Repurchases."   

     If so specified in the related Prospectus Supplement, the Master Servicer
may offer to sell any defaulted Mortgage Loan described in the preceding        
paragraph and not otherwise purchased by any person having a right of first     
refusal with respect thereto, if and when the Master Servicer determines,       
consistent with the Servicing Standard, that such a sale would produce a greater
recovery on a present value basis than would liquidation through foreclosure,   
repossession or similar proceedings. The related Agreement will provide that any
such offering be made in a commercially reasonable manner for a specified period
and that the Master Servicer accept the highest cash bid received from any      
person (including itself, an affiliate of the Master Servicer or any            
Securityholder) that constitutes a fair price for such defaulted Mortgage Loan. 
In the absence of any bid determined in accordance with the related Agreement to
be fair, the Master Servicer shall proceed with respect to such defaulted       
Mortgage Loan as described below. Any bid in an amount at least equal to the    
Purchase Price described under "Representations and Warranties; Repurchases"    
will in all cases be deemed fair.                                               

    The Master Servicer, on behalf of the Trustee, may at any time institute
foreclosure proceedings, exercise any power of sale contained in any mortgage,  
obtain a deed in lieu of foreclosure, or otherwise acquire title to a Mortgaged 
Property securing a Mortgage Loan by operation of law or otherwise, if such     
action is consistent with the Servicing Standard and a default on such Mortgage 
Loan has occurred or, in the Master Servicer's judgment, is imminent.           

      If title to any Mortgaged Property is acquired by a Trust Fund as to which
a REMIC election has been made, the Master Servicer, on behalf of the Trust     
Fund, will be required to sell the Mortgaged Property within three years of     
acquisition, unless the Internal Revenue Service grants an extension of time to 
sell such property, or unless the Trustee receives an opinion of independent    
counsel to the effect that the holding of the property by the Trust Fund        
subsequent to three years after its acquisition will not result in the          
imposition of a tax on the Trust Fund or cause the Trust Fund to fail to qualify
as a REMIC under the Code at any time that any Security is outstanding. Subject 
to the foregoing, the Master Servicer will be required to solicit bids for any  
Mortgaged Property so acquired in such a manner as will be reasonably likely to 
realize a fair price for such property and accept the first (and, if multiple   
bids are contemporaneously received, the highest) cash bid received from any    
person that constitutes a fair price.                                           

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     The limitations imposed by the related Agreement and the REMIC provisions
of the Code (if a REMIC election has been made with respect to the related Trust
Fund) on the ownership and management of any Mortgaged Property acquired on     
behalf of the Trust Fund may result in the recovery of an amount less than the  
amount that would otherwise be recovered. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure."                                                            

    If recovery on a defaulted Mortgage Loan under any related instrument of
Credit Support is not available, the Master Servicer nevertheless will be       
obligated to follow or cause to be followed such normal practices and procedures
as it deems necessary or advisable to realize upon the defaulted Mortgage Loan. 
If the proceeds of any liquidation of the property securing the defaulted       
Mortgage Loan are less than the outstanding principal balance of the defaulted  
Mortgage Loan plus interest accrued thereon at the Mortgage Rate, as applicable,
plus the aggregate amount of expenses incurred by the Master Servicer in        
connection with such proceedings and which are reimbursable under the Agreement,
the Trust Fund will realize a loss in the amount of such difference. The Master 
Servicer will be entitled to withdraw or cause to be withdrawn from the         
Collection Account out of the Liquidation Proceeds recovered on any defaulted   
Mortgage Loan, prior to the distribution of such Liquidation Proceeds to        
Securityholders, amounts representing its normal servicing compensation on the  
Mortgage Loan, unreimbursed servicing expenses incurred with respect to the     
Mortgage Loan and any unreimbursed advances of delinquent payments made with    
respect to the Mortgage Loan.                                                   

     If any property securing a defaulted Mortgage Loan is damaged, the Master
Servicer is not required to expend its own funds to restore the damaged property
unless it determines (i) that such restoration will increase the proceeds to    
Securityholders on liquidation of the Mortgage Loan after reimbursement of the  
Master Servicer for its expenses and (ii) that such expenses will be recoverable
by it from related Insurance Proceeds or Liquidation Proceeds.                  

      As servicer of the Mortgage Loans, a Master Servicer, on behalf of itself,
the Trustee and the Securityholders, will present claims to the obligor under   
each instrument of Credit Support, and will take such reasonable steps as are   
necessary to receive payment or to permit recovery thereunder with respect to   
defaulted Mortgage Loans.                                                       

If a Master Servicer or its designee recovers payments under any    
instrument of Credit Support with respect to any defaulted Mortgage Loan, the   
Master Servicer will be entitled to withdraw or cause to be withdrawn from the  
Collection Account out of such proceeds, prior to distribution thereof to       
Certificateholders, amounts representing its normal servicing compensation on   
such Mortgage Loan, unreimbursed servicing expenses incurred with respect to the
Mortgage Loan and any unreimbursed advances of delinquent payments made with    
respect to the Mortgage Loan. See "Hazard Insurance Policies" and "Description  
of Credit Support."                                                             

PRIMARY MORTGAGE INSURANCE POLICIES                                             

    The Master Servicer will maintain or cause to be maintained, as the case
may be and as permitted by law, in full force and effect, to the extent         
specified in the prospectus supplement, a primary mortgage insurance policy     
(each, a "Primary Mortgage Insurance Policy") with regard to each Mortgage Loan 
for which that coverage is required. Unless required by law, 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 securities that is    
required to be kept in force under the applicable 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 securities of that series that 
have been rated.                                                                

     Although the terms and conditions 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 loan and accrued and unpaid interest on the     
Mortgage Loan and reimbursement of certain expenses, less:                      

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     - 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 property;                                    

   - hazard insurance proceeds in excess of the amount required to restore
  the property and which have not been applied to the payment of the
Mortgage Loan;                                                  

     - amounts expended but not approved by the insurer of the related primary
mortgage insurance policy;                                      

- claim payments previously made by the insurer; and                

- unpaid premiums.                                                  

     Primary Mortgage Insurance Policies reimburse certain losses sustained by
reason of default in payments by borrowers. Primary Mortgage Insurance Policies 
will not insure against, and exclude from coverage, losses sustained by reason  
of 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 obligor) or
other persons involved in the origination of the Mortgage Loan; 

- failure to construct the property subject to the Mortgage Loan in 
accordance with specified plans;                                

- physical damage to the property; and                              

    - the related Master Servicer not being approved as a Master Servicer by
the insurer.                                                    

      Evidence of each Primary Mortgage Insurance Policy will be provided to the
Trustee simultaneously with the transfer to the Trustee of the Mortgage Loan.   
The Master Servicer, on behalf of itself, the Trustee and the securityholders,  
is required to present claims to the insurer under any Primary Mortgage         
Insurance Policy and to take reasonable steps that are necessary to permit      
recovery thereunder with respect to defaulted Mortgage Loans. Amounts collected 
by the Master Servicer on behalf of itself, the Trustee and the securityholders 
shall be deposited in the related Collection Account for distribution as set    
forth above.                                                                    

HAZARD INSURANCE POLICIES                                                       

  Generally, each Agreement for a Trust Fund comprised of Mortgage Loans
will require the Master Servicer to cause the mortgagor on each Mortgage Loan to
maintain a hazard insurance policy providing for such coverage as is required   
under the related mortgage or, if any mortgage permits the holder thereof to    
dictate to the mortgagor the insurance coverage to be maintained on the related 
Mortgaged Property, then such coverage as is consistent with the Servicing      
Standard. Such coverage will be in general in an amount equal to the lesser of  
the principal balance owing on such Mortgage Loan and the amount necessary to   
fully compensate for any damage or loss to the improvements on the Mortgaged    
Property on a replacement cost basis, but in either case not less than the      
amount necessary to avoid the application of any co-insurance clause contained  
in the hazard insurance policy. The ability of the Master Servicer to assure    
that hazard insurance proceeds are appropriately applied may be dependent upon  
its being named as an additional insured under any hazard insurance policy and  
under any other insurance policy referred to below, or upon the extent to which 
information in this regard is furnished by mortgagors. All amounts collected by 
the Master Servicer under any such 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, subject to
the terms and conditions of the related mortgage and Mortgage Note) will be     
deposited in the Collection Account. The Agreement will provide that the Master 
Servicer may satisfy its obligation to cause each mortgagor to maintain such a  
hazard insurance policy by the Master Servicer's maintaining a blanket policy   
insuring against hazard losses on the Mortgage Loans. If such blanket policy    
contains a deductible clause, the Master Servicer will be required to deposit in
the Collection Account all sums that would have been deposited therein but for  
such clause.                                                                    

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     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements on the property by fire,  
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil     
commotion, subject to the conditions and exclusions specified in each policy.   
Although the policies relating to the Mortgage Loans will be underwritten by    
different insurers under different state laws in accordance with different      
applicable state forms, and therefore will not contain identical terms and      
conditions, the basic terms thereof are dictated by respective state laws, and  
most such 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 mudflows), wet or dry rot,
vermin, domestic animals and certain other kinds of uninsured risks.            

    The hazard insurance policies covering the Mortgaged Properties securing
the Mortgage Loans will typically contain a co-insurance 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 improvements on the 
property in order to recover the full amount of any partial loss. If the        
insured's coverage falls below this specified percentage, such clause generally 
provides that the insurer's liability in the event of partial loss does not     
exceed the lesser of (i) the replacement cost of the improvements less physical 
depreciation and (ii) such proportion of the loss as the amount of insurance    
carried bears to the specified percentage of the full replacement cost of such  
improvements.                                                                   

    Each Agreement for a Trust Fund comprised of Mortgage Loans will require
the Master Servicer to cause the mortgagor on each Mortgage Loan to maintain all
such other insurance coverage with respect to the related Mortgaged Property as 
is consistent with the terms of the related mortgage and the Servicing Standard,
which insurance may typically include flood insurance (if the related Mortgaged 
Property was located at the time of origination in a federally designated flood 
area).                                                                          

      Any cost incurred by the Master Servicer in maintaining any such insurance
policy will be added to the amount owing under the Mortgage Loan where the terms
of the Mortgage Loan so permit; provided, however, that the addition of such    
cost will not be taken into account for purposes of calculating the distribution
to be made to Certificateholders. Such costs may be recovered by the Master     
Servicer or Sub-Servicer, as the case may be, from the Collection Account, with 
interest thereon, as provided by the Agreement.                                 

Under the terms of the Mortgage Loans, mortgagors will generally be 
required to present claims to insurers under hazard insurance policies          
maintained on the related Mortgaged Properties. The Master Servicer, on behalf  
of the Trustee and Certificateholders, is obligated to present or cause to be   
presented claims under any blanket insurance policy insuring against hazard     
losses on Mortgaged Properties securing the Mortgage Loans. However, the ability
of the Master Servicer to present or cause to be presented such claims is       
dependent upon the extent to which information in this regard is furnished to   
the Master Servicer by mortgagors.                                              

FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE                               

    Each Agreement will require that the Master Servicer obtain and maintain
in effect a fidelity bond or similar form of insurance coverage (which may      
provide blanket coverage) or any combination thereof insuring against loss      
occasioned by fraud, theft or other intentional misconduct of the officers,     
employees and agents of the Master Servicer. The related Agreement will allow   
the Master Servicer to self-insure against loss occasioned by the errors and    
omissions of the officers, employees and agents of the Master Servicer so long  
as certain criteria set forth in the Agreement are met.                         

DUE-ON-SALE PROVISIONS                                                          

The Mortgage Loans may contain clauses requiring the consent of the 
mortgagee to any sale or other transfer of the related Mortgaged Property, or   
due-on-sale clauses entitling the mortgagee to accelerate payment of the        
Mortgage Loan upon any sale, transfer or conveyance of the related Mortgaged    
Property. The Master Servicer will generally enforce any due-on-sale clause to  
the extent it has knowledge of the conveyance or proposed conveyance of the     
underlying Mortgaged Property and it is entitled to do so                       
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under applicable law; provided, however, that the Master Servicer will not take 
any action in relation to the enforcement of any due-on-sale provision which    
would adversely affect or jeopardize coverage under any applicable insurance    
policy. The related Prospectus Supplement will specify whether 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.                                                                   

RETAINED INTEREST; SERVICING COMPENSATION AND PAYMENT OF EXPENSES               

The Prospectus Supplement for a series of Certificates will specify 
whether there will be any Retained Interest in the Assets, and, if so, the      
initial owner thereof. If so, the Retained Interest will be established on a    
loan-by-loan basis and will be specified on an exhibit to the related Agreement.
A "Retained Interest" in an Asset represents a specified portion of the interest
payable thereon. The Retained Interest will be deducted from mortgagor payments 
as received and will not be part of the related Trust Fund.                     

  The Master Servicer's primary servicing compensation with respect to a
series of Securities will be set forth in the related Prospectus Supplement.    
Since any Retained Interest and a Master Servicer's primary compensation are    
percentages of the principal balance of each Asset, such amounts will decrease  
in accordance with the amortization of the Assets. The Prospectus Supplement    
with respect to a series of Securities evidencing interests in a Trust Fund that
includes Mortgage Loans may provide that, as additional compensation, the Master
Servicer or the Sub-Servicers may retain all or a portion of assumption fees,   
modification fees, late payment charges or Prepayment Premiums collected from   
mortgagors and any interest or other income which may be earned on funds held in
the Collection Account or any account established by a Sub-Servicer pursuant to 
the Agreement.                                                                  

     The Master Servicer may, to the extent provided in the related Prospectus
Supplement, pay from its servicing compensation certain expenses incurred in    
connection with its servicing and managing of the Assets, including, without    
limitation, payment of the fees and disbursements of the Trustee and independent
accountants, payment of expenses incurred in connection with distributions and  
reports to Securityholders, and payment of any other expenses described in the  
related Prospectus Supplement. Certain other expenses, including certain        
expenses relating to defaults and liquidations on the Mortgage Loans and, to the
extent so provided in the related Prospectus Supplement, interest thereon at the
rate specified therein may be borne by the Trust Fund.                          

   If and to the extent provided in the related Prospectus Supplement, the
Master Servicer may be required to apply a portion of the servicing compensation
otherwise payable to it in respect of any Due Period to certain interest        
shortfalls resulting from the voluntary prepayment of any Mortgage Loans in the 
related Trust Fund during such period prior to their respective due dates       
therein.                                                                        

EVIDENCE AS TO COMPLIANCE                                                       

   The related Prospectus Supplement will identify each party that will be
required to deliver annually to the Trustee, Master Servicer or us, as          
applicable, on or before the date specified in the applicable agreement, an     
officer's certificate stating that (i) a review of that party's servicing       
activities during the preceding calendar year and of performance under the      
agreement has been made under the officer's supervision, and (ii) to the best of
the officer's knowledge, based on the review, such party has fulfilled all its  
obligations under the agreement throughout the year, or, if there has been a    
failure to fulfill any obligation in any material respect, specifying the       
failure known to the officer and the nature and status of the failure.          

    In addition, for each year in which a Report on Form 10-K is required to
be filed, each party that participates in the servicing and administration of   
more than 5% of the mortgage loans and other assets comprising a trust for any  
series will be required to deliver annually to us and/or the Trustee, a report  
(an                                                                             

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"Assessment of Compliance") that assesses compliance by that party with the     
servicing criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) 
that contains the following:                                                    

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

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

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

  -   a statement that a registered public accounting firm has issued an
       attestation report on the party's assessment of compliance with the
applicable servicing criteria.                              

   Each party that is required to deliver an Assessment of Compliance will
also be required to deliver a report (an "Attestation Report") of a registered  
public accounting firm, prepared in accordance with the standards for           
attestation engagements issued or adopted by the Public Company Accounting      
Oversight Board, that expresses an opinion, or states that an opinion cannot be 
expressed, concerning the party's assessment of compliance with the applicable  
servicing criteria.                                                             

     For each year in which a Report on Form 10-K is required to be filed, the
Depositor will cause all such items to be filed on a Form 10-K.                 

CERTAIN MATTERS REGARDING A MASTER SERVICER AND THE DEPOSITOR                   

The Master Servicer, if any, or a servicer for substantially all the
Mortgage Loans under each Agreement will be named in the related Prospectus     
Supplement. The entity serving as Master Servicer (or as such servicer) may be  
an affiliate of the Depositor and may have other normal business relationships  
with the Depositor or the Depositor's affiliates. Reference herein to the Master
Servicer shall be deemed to be to the servicer of substantially all of the      
Mortgage Loans.                                                                 

  The related Agreement will provide that the Master Servicer may resign
from its obligations and duties thereunder only upon a determination that its   
duties under the Agreement are no longer permissible under applicable law or are
in material conflict by reason of applicable law with any other activities      
carried on by it, the other activities of the Master Servicer so causing such a 
conflict being of a type and nature carried on by the Master Servicer at the    
date of the Agreement. No such resignation will become effective until the      
Trustee or a successor servicer has assumed the Master Servicer's obligations   
and duties under the Agreement.                                                 

     Each Agreement will further provide that neither any Master Servicer, the
Depositor nor any director, officer, employee, or agent of a Master Servicer or 
the Depositor will be under any liability to the related Trust Fund or          
Securityholders for any action taken, or for refraining from the taking of any  
action, in good faith pursuant to the Agreement; provided, however, that neither
a Master Servicer, the Depositor nor any such person will be protected against  
any breach of a representation, warranty or covenant made in such Agreement, or 
against any liability specifically imposed thereby, or against any liability    
which would otherwise be imposed by reason of willful misfeasance, bad faith or 
gross negligence in the performance of obligations or duties thereunder or by   
reason of reckless disregard of obligations and duties thereunder.              

Each Agreement will further provide that any Master Servicer, the   
Depositor and any director, officer, employee or agent of a 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 Agreement or the Securities;   
provided, however, that such indemnification will not extend to any loss,       
liability or expense:                                                           

     (i)     specifically imposed by such Agreement or otherwise incidental to
            the performance of obligations and duties thereunder, including,
in the case of a Master Servicer, the               

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           prosecution of an enforcement action in respect of any specific
     Mortgage Loan or Mortgage Loans (except as any such loss,
            liability or expense shall be otherwise reimbursable pursuant to
such Agreement);                                    

(ii)    incurred in connection with any breach of a representation, 
warranty or covenant made in such Agreement;        

    (iii)   incurred by reason of misfeasance, bad faith or gross negligence
         in the performance of obligations or duties thereunder, or by
       reason of reckless disregard of such obligations or duties;

    (iv)   incurred in connection with any violation of any state or federal
securities law; or                                    

     (v)    imposed by any taxing authority if such loss, liability or expense
       is not specifically reimbursable pursuant to the terms of the
related Agreement.                                    

     In addition, each Agreement will provide that neither any Master Servicer
nor the Depositor will be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its respective responsibilities     
under the Agreement and which in its opinion may involve it in any expense or   
liability. Any such Master Servicer or the Depositor may, however, in its       
discretion undertake any such action which it may deem necessary or desirable   
with respect to the Agreement and the rights and duties of the parties thereto  
and the interests of the Securityholders thereunder. In such event, the legal   
expenses and costs of such action and any liability resulting therefrom will be 
expenses, costs and liabilities of the Securityholders, and the Master Servicer 
or the Depositor, as the case may be, will be entitled to be reimbursed therefor
and to charge the Collection Account.                                           

    Any person into which the Master Servicer or the Depositor may be merged
or consolidated, or any person resulting from any merger or consolidation to    
which the Master Servicer or the Depositor is a party, or any person succeeding 
to the business of the Master Servicer or the Depositor, will be the successor  
of the Master Servicer or the Depositor, as the case may be, under the related  
Agreement.                                                                      

EVENTS OF DEFAULT UNDER THE AGREEMENT                                           

  Generally, Events of Default under the related Agreement will include:

   (i)     any failure by the Master Servicer to distribute or cause to be
         distributed to Securityholders, or to remit to the Trustee or
 Indenture Trustee, as applicable, for distribution to
              Securityholders, any required payment that continues after a grace
period, if any;                                     

    (ii)    any failure by the Master Servicer duly to observe or perform in
          any material respect any of its other covenants or obligations
              under the Agreement which continues unremedied for thirty days (or
             such other period specified in the related Prospectus Supplement)
             after written notice of such failure has been given to the Master
      Servicer by the Trustee or the Depositor, or to the Master
     Servicer, the Depositor and the Trustee by the holders of
         Securities evidencing not less than 25% of the Voting Rights;

 (iii)   any breach of a representation or warranty made by the Master
       Servicer under the Agreement which materially and adversely
        affects the interests of Securityholders and which continues
              unremedied for thirty days (or such longer period specified in the
              related Prospectus Supplement) after written notice of such breach
       has been given to the Master Servicer by the Trustee or the
       Depositor, or to the Master Servicer, the Depositor and the
             Trustee by the holders of Securities evidencing not less than 25%
of the Voting Rights; and                           

     (iv)   certain events of insolvency, readjustment of debt, marshalling of
           assets and liabilities or similar proceedings and certain actions
             by or on behalf of the Master Servicer indicating its insolvency or
inability to pay its obligations.                     

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Material variations to the foregoing Events of Default (other than to shorten   
cure periods or eliminate notice requirements) and additions to the foregoing   
Events of Default will be specified in the related Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, the Trustee shall, not
later than the later of 60 days after the occurrence of any event which         
constitutes or, with notice or lapse of time or both, would constitute an Event 
of Default and five days after certain officers of the Trustee become aware of  
the occurrence of such an event, transmit by mail to the Depositor and all      
Securityholders of the applicable series notice of such occurrence, unless such 
default shall have been cured or waived.                                        

   The manner of determining the "Voting Rights" of a Security or class or
classes of Securities will be specified in the related Prospectus Supplement.   

RIGHTS UPON EVENT OF DEFAULT UNDER THE AGREEMENT                                

     So long as an Event of Default under an Agreement remains unremedied, the
Trustee may, and if specified in the related Prospectus Supplement, at the      
direction of holders of Securities evidencing a percentage set forth in the     
related Prospectus Supplement of the Voting Rights, the Trustee shall, terminate
all of the rights and obligations of the Master Servicer under the Agreement and
in and to the Mortgage Loans (other than as a Securityholder or as the owner of 
any Retained Interest), whereupon the Trustee will succeed to all of the        
responsibilities, duties and liabilities of the Master Servicer under the       
Agreement (except that if the Trustee is prohibited by law from obligating      
itself to make advances regarding delinquent Mortgage Loans, or if the related  
Prospectus Supplement so specifies, then the Trustee will not be obligated to   
make such advances) and will be entitled to similar compensation arrangements.  
Unless otherwise specified in the related Prospectus Supplement, in the event   
that the Trustee is unwilling or unable so to act, it may or, if specified in   
the related Prospectus Supplement, at the written request of the holders of     
Securities entitled to a percentage set forth in the related Prospectus         
Supplement of the Voting Rights, it shall appoint, or petition a court of       
competent jurisdiction for the appointment of, a loan servicing institution     
acceptable to the Rating Agency with a net worth at the time of such appointment
of at least $15,000,000 (or such other amount specified in the related          
Prospectus Supplement) to act as successor to the Master Servicer under the     
Agreement. Pending such appointment, the Trustee is obligated to act in such    
capacity. The Trustee and any such successor may agree upon the servicing       
compensation to be paid, which in no event may be greater than the compensation 
payable to the Master Servicer under the Agreement.                             

    If specified in the related Prospectus Supplement, holders of Securities
representing a percentage set forth in the related Prospectus Supplement of the 
Voting Rights allocated to the respective classes of Securities affected by any 
Event of Default will be entitled to waive such Event of Default; provided,     
however, that an Event of Default involving a failure to distribute a required  
payment to Securityholders described in clause (i) under "Events of Default" may
be waived only by all of the Securityholders. Upon any such waiver of an Event  
of Default, such Event of Default shall cease to exist and shall be deemed to   
have been remedied for every purpose under the Agreement.                       

      No Securityholder will have the right under any Agreement to institute any
proceeding with respect thereto unless such holder previously has given to the  
Trustee written notice of default and unless the holders of Securities          
evidencing a percentage set forth in the related Prospectus Supplement of the   
Voting Rights have made written request upon the Trustee to institute such      
proceeding in its own name as Trustee thereunder and have offered to the Trustee
reasonable indemnity, and the Trustee for the number of days set forth in the   
related Prospectus Supplement has neglected or refused to institute any such    
proceeding. The Trustee, however, is under no obligation to exercise any of the 
trusts or powers vested in it by any Agreement or to make any investigation of  
matters arising thereunder or to institute, conduct or defend any litigation    
thereunder or in relation thereto at the request, order or direction of any of  
the holders of Securities covered by such Agreement, unless such Securityholders
have offered to the Trustee reasonable security or indemnity against the costs, 
expenses and liabilities which may be incurred therein or thereby.              

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AMENDMENT                                                                       

     Each Agreement may be amended by the parties thereto, without the consent
of any of the holders of Securities covered by the Agreement:                   

(i)    to cure any ambiguity or correct any mistake,                

    (ii)    to correct, modify or supplement any provision therein which may
        be inconsistent with any other provision therein or with the
related Prospectus Supplement,                      

     (iii)   to make any other provisions with respect to matters or questions
             arising under the Agreement which are not materially inconsistent
with the provisions thereof,                        

  (iv)    to modify, alter, amend, add to or rescind any of the terms or
provisions contained in the Agreement, or           

 (v)    to comply with any requirements imposed by the Code; provided,
    however, that, in the case of clauses (iii) and (iv), such
           amendment will not, as evidenced by an opinion of counsel to such
           affect, adversely affect in any material respect the interests of
             any Securityholder; provided, further, however, that such amendment
            will be deemed to not adversely affect in any material respect the
      interest of any Securityholder if the Person requesting such
       amendment obtains a letter from each applicable Rating Agency
       stating that such amendment will not result in a reduction or
        withdrawal of its rating of any class of the related Security.

 Unless otherwise specified in the related Prospectus Supplement, each
Agreement may also be amended by the Depositor, the Master Servicer, if any, and
the Trustee, with the consent of the percentage of holders of Securities        
specified in the related Prospectus Supplement affected thereby of the Voting   
Rights, for any purpose; provided, however, no such amendment may:              

(i)    reduce in any manner the amount of, or delay the timing of,  
            payments received or advanced on Mortgage Loans which are required
             to be distributed on any Security without the consent of the holder
of such Security or                                   

      (ii)    reduce the consent percentages described in this paragraph without
        the consent of the holders of all Securities covered by such
Agreement then outstanding.                         

 However, with respect to any series of Securities as to which a REMIC
election is to be made, the Trustee will not consent to any amendment of the    
Agreement unless it shall first have received an opinion of counsel to the      
effect that such amendment will not result in the imposition of a tax on the    
related Trust Fund or cause the related Trust Fund to fail to qualify as a REMIC
at any time that the related Securities are outstanding.                        

THE TRUSTEE                                                                     

    The Trustee under each Agreement or Trust Agreement will be named in the
related Prospectus Supplement. The commercial bank, national banking            
association, banking corporation or trust company serving as Trustee may have a 
banking relationship with the Depositor and its affiliates and with any Master  
Servicer and its affiliates.                                                    

DUTIES OF THE TRUSTEE                                                           

      The Trustee will make no representations as to the validity or sufficiency
of any Agreement or Trust Agreement, the Securities or any Asset or related     
document and is not accountable for the use or application by or on behalf of   
any Master Servicer of any funds paid to the Master Servicer or its designee in 
respect of the Securities or the Assets, or deposited into or withdrawn from the
Collection Account or any other account by or on behalf of the Master Servicer. 
If no Event of Default has occurred and is continuing, the Trustee is required  
to perform only those duties specifically required under the related Agreement  
or Trust Agreement, as applicable. However, upon receipt of the various         
certificates, reports or                                                        

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other instruments required to be furnished to it, the Trustee is required to    
examine such documents and to determine whether they conform to the requirements
of the Agreement or Trust Agreement, as applicable.                             

CERTAIN MATTERS REGARDING THE TRUSTEE                                           

   The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to indemnification out of the Collection Account for any loss,
liability or expense (including costs and expenses of litigation, and of        
investigation, counsel fees, damages, judgments and amounts paid in settlement) 
incurred in connection with the Trustee's:                                      

   (i)   enforcing its rights and remedies and protecting the interests of
          the Securityholders during the continuance of an Event of Default,

      (ii)   defending or prosecuting any legal action in respect of the related
Agreement or series of Securities,                    

    (iii)   being the mortgagee of record with respect to the Mortgage Loans
       in a Trust Fund and the owner of record with respect to any
             Mortgaged Property acquired in respect thereof for the benefit of
Securityholders, or                                 

     (iv)   acting or refraining from acting in good faith at the direction of
         the holders of the related series of Securities entitled to the
             percentage as is specified in the related Agreement with respect to
      any particular matter) of the Voting Rights for such series;
             provided, however, that such indemnification will not extend to any
             loss, liability or expense that constitutes a specific liability of
        the Trustee pursuant to the related Agreement, or to any loss,
             liability or expense incurred by reason of willful misfeasance, bad
           faith or negligence on the part of the Trustee in the performance
       of its obligations and duties thereunder, or by reason of its
           reckless disregard of such obligations or duties, or as may arise
          from a breach of any representation, warranty or covenant of the
Trustee made therein.                                 

RESIGNATION AND REMOVAL OF THE TRUSTEE                                          

    The Trustee may at any time resign from its obligations and duties under
an Agreement by giving written notice thereof to the Depositor, the Master      
Servicer, if any, and all Securityholders. Upon receiving such notice of        
resignation, the Depositor is required promptly to appoint a successor trustee  
acceptable to the Master Servicer, if any. If no successor trustee shall have   
been so appointed and have accepted appointment within 30 days after the giving 
of such notice of resignation, the resigning Trustee may petition any court of  
competent jurisdiction for the appointment of a successor trustee.              

     If at any time the Trustee shall cease to be eligible to continue as such
under the related Agreement, or if at any time the Trustee shall become         
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver  
of the Trustee or of its property shall be appointed, or any public officer     
shall take charge or control of the Trustee or of its property or affairs for   
the purpose of rehabilitation, conservation or liquidation, or if a change in   
the financial condition of the Trustee has adversely affected or will adversely 
affect the rating on any class of the Securities, then the Depositor may remove 
the Trustee and appoint a successor trustee acceptable to the Master Servicer,  
if any. Holders of the Securities of any series entitled to at least 51% (or    
such other percentage specified in the related Prospectus Supplement) of the    
Voting Rights for such series may at any time remove the Trustee without cause  
and appoint a successor trustee.                                                

    Any resignation or removal of the Trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the       
successor trustee.                                                              

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CERTAIN TERMS OF THE INDENTURE                                                  

     Events of Default.  Events of Default under the Indenture for each series
of Notes include:                                                               

(i)   default for thirty (30) days (or such other number of days  
            specified in such Prospectus Supplement) or more in the payment of
  any principal of or interest on any Note of such series;

  (ii)   failure to perform any other covenant of the Depositor or the
             Trust Fund in the Indenture which continues for a period of sixty
     (60) days (or such other number of days specified in such
              Prospectus Supplement) after notice thereof is given in accordance
   with the procedures described in the related Prospectus
Supplement;                                         

     (iii)   any representation or warranty made by the Depositor or the Trust
        Fund in the Indenture or in any certificate or other writing
              delivered pursuant thereto or in connection therewith with respect
           to or affecting such series having been incorrect in a material
            respect as of the time made, and such breach is not cured within
           sixty (60) days (or such other number of days specified in such
              Prospectus Supplement) after notice thereof is given in accordance
   with the procedures described in the related Prospectus
Supplement;                                         

(iv)    certain events of bankruptcy, insolvency, receivership or   
liquidation of the Depositor or the Trust Fund; or  

    (v)    any other Event of Default provided with respect to Notes of that
series.                                               

 Material variations to the foregoing Events of Default (other than to
shorten cure periods or eliminate notice requirements) and additions to the     
foregoing Events of Default will be specified in the related Prospectus         
Supplement. If an Event of Default with respect to the Notes of any series at   
the time outstanding occurs and is continuing, either the Indenture Trustee or  
the holders of a majority of the then aggregate outstanding amount of the Notes 
of such series may declare the principal amount (or, if the Notes of that series
are Accrual Securities, such portion of the principal amount as may be specified
in the terms of that series, as provided in the related Prospectus Supplement)  
of all the Notes of such series to be due and payable immediately. Such         
declaration may, under certain circumstances, be rescinded and annulled by the  
holders of a majority in aggregate outstanding amount of the Notes of such      
series.                                                                         

      If, following an Event of Default with respect to any series of Notes, the
Notes of such series have been declared to be due and payable, the Indenture    
Trustee may, in its discretion, notwithstanding such acceleration, elect to     
maintain possession of the collateral securing the Notes of such series and to  
continue to apply distributions on such collateral as if there had been no      
declaration of acceleration if such collateral continues to provide sufficient  
funds for the payment of principal of and interest on the Notes of such series  
as they would have become due if there had not been such a declaration. In      
addition, the Indenture Trustee may not sell or otherwise liquidate the         
collateral securing the Notes of a series following an Event of Default, other  
than a default in the payment of any principal or interest on any Note of such  
series for thirty (30) days or more, unless:                                    

(a)   the holders of 100% (or such other percentage specified in the
        related Prospectus Supplement) of the then aggregate outstanding
amount of the Notes of such series consent to such sale,

   (b)   the proceeds of such sale or liquidation are sufficient to pay in
          full the principal of and accrued interest, due and unpaid, on the
    outstanding Notes of such series at the date of such sale or

    (c)   the Indenture Trustee determines that such collateral would not be
            sufficient on an ongoing basis to make all payments on such Notes as
      such payments would have become due if such Notes had not been
       declared due and payable, and the Indenture Trustee obtains the
            consent of the holders of 66% (or such other percentage specified in
            the related Prospectus Supplement) of the then aggregate outstanding
amount of the Notes of such series.                     

In the event that the Indenture Trustee liquidates the collateral in
connection with an Event of Default involving a default for thirty (30) days (or
such other number of days specified in the related                              

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Prospectus Supplement) or more in the payment of principal of or interest on the
Notes of a series, the Indenture provides that the Indenture Trustee will have a
prior lien on the proceeds of any such liquidation for unpaid fees and expenses.
As a result, upon the occurrence of such an Event of Default, the amount        
available for distribution to the Noteholders would be less than would otherwise
be the case. However, the Indenture Trustee may not institute a proceeding for  
the enforcement of its lien except in connection with a proceeding for the      
enforcement of the lien of the Indenture for the benefit of the Noteholders     
after the occurrence of such an Event of Default.                               

   In the event the principal of the Notes of a series is declared due and
payable, as described above, the holders of any such Notes issued at a discount 
from par may be entitled to receive no more than an amount equal to the unpaid  
principal amount thereof less the amount of such discount which is unamortized. 

    Subject to the provisions of the Indenture relating to the duties of the
Indenture Trustee, in case an Event of Default shall occur and be continuing    
with respect to a series of Notes, the Indenture Trustee shall be under no      
obligation to exercise any of the rights or powers under the Indenture at the   
request or direction of any of the holders of Notes of such series, unless such 
holders offered to the Indenture Trustee security or indemnity satisfactory to  
it against the costs, expenses and liabilities which might be incurred by it in 
complying with such request or direction. Subject to such provisions for        
indemnification and certain limitations contained in the Indenture, the holders 
of a majority of the then aggregate outstanding amount of the Notes of such     
series shall have the right to direct the time, method and place of conducting  
any proceeding for any remedy available to the Indenture Trustee or exercising  
any trust or power conferred on the Indenture Trustee with respect to the Notes 
of such series, and the holders of a majority of the then aggregate outstanding 
amount of the Notes of such series may, in certain cases, waive any default with
respect thereto, except a default in the payment of principal or interest or a  
default in respect of a covenant or provision of the Indenture that cannot be   
modified without the waiver or consent of all the holders of the outstanding    
Notes of such series affected thereby.                                          

     Discharge of the Indenture. The Indenture will be discharged with respect
to a series of Notes (except with respect to certain continuing rights specified
in the Indenture) upon the delivery to the Indenture Trustee for cancellation of
all the Notes of such series or, with certain limitations, upon deposit with the
Indenture Trustee of funds sufficient for the payment in full of all of the     
Notes of such series.                                                           

      In addition to such discharge with certain limitations, the Indenture will
provide that, if so specified with respect to the Notes of any series, the      
related Trust Fund will be discharged from any and all obligations in respect of
the Notes of such series (except for certain obligations relating to temporary  
Notes and exchange of Notes, to register the transfer of or exchange Notes of   
such series, to replace stolen, lost or mutilated Notes of such series, to      
maintain paying agencies and to hold monies for payment in trust) upon the      
deposit with the Indenture Trustee, in trust, of money and/or direct obligations
of or obligations guaranteed by the United States of America which through the  
payment of interest and principal in respect thereof in accordance with their   
terms will provide money in an amount sufficient to pay the principal of and    
each installment of interest on the Notes of such series on the maturity date   
for such Notes and any installment of interest on such Notes in accordance with 
the terms of the Indenture and the Notes of such series. In the event of any    
such defeasance and discharge of Notes of such series, holders of Notes of such 
series would be able to look only to such money and/or direct obligations for   
payment of principal and interest, if any, on their Notes until maturity.       

    Indenture Trustee's Annual Report. The Indenture Trustee for each series
of Notes will be required to mail each year to all related Noteholders a brief  
report relating to its eligibility and qualification to continue as Indenture   
Trustee under the related Indenture, any amounts advanced by it under the       
Indenture, the amount, interest rate and maturity date of certain indebtedness  
owing by such Trust to the applicable Indenture Trustee in its individual       
capacity, the property and funds physically held by such Indenture Trustee as   
such and any action taken by it that materially affects such Notes and that has 
not been previously reported.                                                   

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      The Indenture Trustee. The Indenture Trustee for a series of Notes will be
specified in the related Prospectus Supplement. The Indenture Trustee for any   
series may resign at any time, in which event the Depositor will be obligated to
appoint a successor trustee for such series. The Depositor may also remove any  
such Indenture Trustee if such Indenture Trustee ceases to be eligible to       
continue as such under the related Indenture or if such Indenture Trustee       
becomes insolvent. In such circumstances the Depositor will be obligated to     
appoint a successor trustee for the applicable series of Notes. Any resignation 
or removal of the Indenture Trustee and appointment of a successor trustee for  
any series of Notes does not become effective until acceptance of the           
appointment by the successor trustee for such series.                           

     The bank or trust company serving as Indenture Trustee may have a banking
relationship with the Depositor or any of its affiliates or the Master Servicer 
or any of its affiliates.                                                       

DESCRIPTION OF CREDIT SUPPORT 

GENERAL                                                                         

    For any series of Securities Credit Support may be provided with respect
to one or more classes thereof or the related Assets. Credit Support may be in  
the form of the subordination of one or more classes of Securities, letters of  
credit, insurance policies, surety bonds, guarantees, the establishment of one  
or more reserve funds or any combination of the foregoing. If so provided in the
related Prospectus Supplement, any form of Credit Support may be structured so  
as to be drawn upon by more than one series to the extent described therein.    

    The Credit Support will not provide protection against all risks of loss
and will not guarantee repayment of the entire Security Balance of the          
Securities and interest thereon. If losses or shortfalls occur that exceed the  
amount covered by Credit Support or that are not covered by Credit Support,     
Securityholders will bear their allocable share of deficiencies. Moreover, if a 
form of Credit Support covers more than one series of Securities (each, a       
"Covered Trust"), holders of Securities evidencing interests in any of such     
Covered Trusts will be subject to the risk that such Credit Support will be     
exhausted by the claims of other Covered Trusts prior to such Covered Trust     
receiving any of its intended share of such coverage.                           

If Credit Support is provided with respect to one or more classes of
Securities of a series, or the related Assets, the related Prospectus Supplement
will include a description of:                                                  

(a)   the nature and amount of coverage under such Credit Support,  

      (b)   any conditions to payment thereunder not otherwise described herein,

  (c)   the conditions (if any) under which the amount of coverage under
      such Credit Support may be reduced and under which such Credit
Support may be terminated or replaced, and              

(d)   the material provisions relating to such Credit Support.      
      Additionally, the related Prospectus Supplement will set forth
            certain information with respect to the obligor under any instrument
of Credit Support, including                            

      (i)    a brief description of its principal business activities,

         (ii)    its principal place of business, place of incorporation and
                 the jurisdiction under which it is chartered or licensed to
do business,                              

     (iii)   if applicable, the identity of regulatory agencies that
           exercise primary jurisdiction over the conduct of its
business and                              

       (iv)    its total assets, and its stockholders' or policyholders'
             surplus, if applicable, as of the date specified in the
Prospectus Supplement.                    

See "Risk Factors--Credit Support Limitations--Risk That Credit Support Will Not
Cover All Losses."                                                              

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SUBORDINATE SECURITIES                                                          

     If so specified in the related Prospectus Supplement, one or more classes
of Securities of a series may be Subordinate Securities. To the extent specified
in the related Prospectus Supplement, the rights of the holders of Subordinate  
Securities to receive distributions of principal and interest from the          
Collection Account on any Distribution Date will be subordinated to such rights 
of the holders of Senior Securities. If so provided in the related Prospectus   
Supplement, the subordination of a class may apply only in the event of (or may 
be limited to) certain types of losses or shortfalls. The related Prospectus    
Supplement will set forth information concerning the amount of subordination of 
a class or classes of Subordinate Securities in a series, the circumstances in  
which such subordination will be applicable and the manner, if any, in which the
amount of subordination will be effected.                                       

CROSS-SUPPORT PROVISIONS                                                        

If the Assets for a series are divided into separate groups, each   
supporting a separate class or classes of Securities of a series, credit support
may be provided by cross-support provisions requiring that distributions be made
on Senior Securities evidencing interests in one group of Assets prior to       
distributions on Subordinate Securities evidencing interests in a different     
group of Assets within the Trust Fund. The Prospectus Supplement for a series   
that includes a cross-support provision will describe the manner and conditions 
for applying such provisions.                                                   

INSURANCE OR GUARANTEES                                                         

   If so provided in the Prospectus Supplement for a series of Securities,
the Mortgage Loans in the related Trust Fund will be covered for various default
risks by insurance policies or guarantees.                                      

LETTER OF CREDIT                                                                

   If so provided in the Prospectus Supplement for a series of Securities,
deficiencies in amounts otherwise payable on such Securities or certain classes 
thereof will be covered by one or more letters of credit, issued by a bank or   
financial institution specified in such Prospectus Supplement (the "L/C Bank"). 
Under a letter of credit, the L/C Bank will be obligated to honor draws         
thereunder in an aggregate fixed dollar amount, net of unreimbursed payments    
thereunder, generally equal to a percentage specified in the related Prospectus 
Supplement of the aggregate principal balance of the Assets on the related      
Cut-off Date or of the initial aggregate Security Balance of one or more classes
of Securities. If so specified in the related Prospectus Supplement, the letter 
of credit may permit draws in the event of only certain types of losses and     
shortfalls. The amount available under the letter of credit will, in all cases, 
be reduced to the extent of the unreimbursed payments thereunder and may        
otherwise be reduced as described in the related Prospectus Supplement. The     
obligations of the L/C Bank under the letter of credit for each series of       
Securities will expire at the earlier of the date specified in the related      
Prospectus Supplement or the termination of the Trust Fund.                     

INSURANCE POLICIES AND SURETY BONDS                                             

   If so provided in the Prospectus Supplement for a series of Securities,
deficiencies in amounts otherwise payable on such Securities or certain classes 
thereof will be covered by insurance policies and/or surety bonds provided by   
one or more insurance companies or sureties. Such instruments may cover, with   
respect to one or more classes of Securities of the related series, timely      
distributions of interest and/or full distributions of principal on the basis of
a schedule of principal distributions set forth in or determined in the manner  
specified in the related Prospectus Supplement.                                 

RESERVE FUNDS                                                                   

   If so provided in the Prospectus Supplement for a series of Securities,
deficiencies in amounts otherwise payable on such Securities or certain classes 
thereof will be covered by one or more reserve funds in which cash, a letter of 
credit, Permitted Investments, a demand note or a combination thereof           
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will be deposited, in the amounts so specified in such Prospectus Supplement.   
The reserve funds for a series may also be funded over time by depositing       
therein a specified amount of the distributions received on the related Assets  
as specified in the related Prospectus Supplement.                              

  Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the   
manner, and to the extent specified in the related Prospectus Supplement. A     
reserve fund may be provided to increase the likelihood of timely distributions 
of principal of and interest on the Certificates. If so specified in the related
Prospectus Supplement, reserve funds may be established to provide limited      
protection against only certain types of losses and shortfalls. Following each  
Distribution Date, amounts in a reserve fund in excess of any amount required to
be maintained therein may be released from the reserve fund under the conditions
and to the extent specified in the related Prospectus Supplement and will not be
available for further application to the Securities.                            

Generally, moneys deposited in any Reserve Funds will be invested in
Permitted Investments. If specified in the related Prospectus Supplement, any   
reinvestment income or other gain from such investments will be credited to the 
related Reserve Fund for such series, and any loss resulting from such          
investments will be charged to such Reserve Fund. However, such income may be   
payable to any related Master Servicer or another service provider as additional
compensation. The related Prospectus Supplement will specify whether the Reserve
Fund, if any, for a series will not be a part of the Trust Fund.                

   Additional information concerning any Reserve Fund will be set forth in
the related Prospectus Supplement, including the initial balance of such Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in  
which such required balance will decrease over time, the manner of funding such 
Reserve Fund, the purposes for which funds in the Reserve Fund may be applied to
make distributions to Securityholders and use of investment earnings from the   
Reserve Fund, if any.                                                           

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS 

     The following discussion contains summaries, which are general in nature,
of certain state law legal aspects of loans secured by single-family or         
multi-family residential properties. Because such legal aspects are governed    
primarily by the applicable laws of the state in which the related Mortgaged    
Property is located (which laws may differ substantially), the summaries do not 
purport to be complete nor to reflect the laws of any particular state, nor to  
encompass the laws of all states in which the security for the Mortgage Loans is
situated. The summaries are qualified in their entirety by reference to the     
applicable federal and state laws governing the Mortgage Loans. See "Description
of the Trust Funds--Assets."                                                    

GENERAL                                                                         

All of the Mortgage Loans are loans evidenced by a note or bond and 
secured by instruments granting a security interest in real property which may  
be mortgages, deeds of trust, security deeds or deeds to secure debt, depending 
upon the prevailing practice and law in the state in which the Mortgaged        
Property is located. Mortgages, deeds of trust and deeds to secure debt are     
herein collectively referred to as "mortgages." Any of the foregoing types of   
mortgages will create a lien upon, or grant a title interest in, the subject    
property, the priority of which will depend on the terms of the particular      
security instrument, as well as separate, recorded, contractual arrangements    
with others holding interests in the mortgaged property, the knowledge of the   
parties to such instrument as well as the order of recordation of the instrument
in the appropriate public recording office. However, recording does not         
generally establish priority over governmental claims for real estate taxes and 
assessments and other charges imposed under governmental police powers.         

TYPES OF MORTGAGE INSTRUMENTS                                                   

   A mortgage either creates a lien against or constitutes a conveyance of
real property between two parties--a mortgagor (the borrower and usually the    
owner of the subject property) and a mortgagee (the                             

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lender). In contrast, a deed of trust is a three-party instrument, among a      
trustor (the equivalent of a mortgagor), a trustee to whom the mortgaged        
property is conveyed, and a beneficiary (the lender) for whose benefit the      
conveyance is made. As used in this Prospectus, unless the context otherwise    
requires, "mortgagor" includes the trustor under a deed of trust and a grantor  
under a security deed or a deed to secure debt. Under a deed of trust, the      
mortgagor grants the property, irrevocably until the debt is paid, in trust,    
generally with a power of sale as security for the indebtedness evidenced by the
related note. A deed to secure debt typically has two parties. By executing a   
deed to secure debt, the grantor conveys title to, as opposed to merely creating
a lien upon, the subject property to the grantee until such time as the         
underlying debt is repaid, generally with a power of sale as security for the   
indebtedness evidenced by the related mortgage note. In case the mortgagor under
a mortgage is a land trust, there would be an additional party because legal    
title to the property is held by a land trustee under a land trust agreement for
the benefit of the mortgagor. At origination of a mortgage loan involving a land
trust, the mortgagor executes a separate undertaking to make payments on the    
mortgage note. The mortgagee's authority under a mortgage, the trustee's        
authority under a deed of trust and the grantee's authority under a deed to     
secure debt are governed by the express provisions of the mortgage, the law of  
the state in which the real property is located, certain federal laws           
(including, without limitation, the Service Members Civil Relief Act) and, in   
some cases, in deed of trust transactions, the directions of the beneficiary.   

INTEREST IN REAL PROPERTY                                                       

    The real property covered by a mortgage, deed of trust, security deed or
deed to secure debt is most often the fee estate in land and improvements.      
However, such an instrument may encumber other interests in real property such  
as a tenant's interest in a lease of land or improvements, or both, and the     
leasehold estate created by such lease. An instrument covering an interest in   
real property other than the fee estate requires special provisions in the      
instrument creating such interest or in the mortgage, deed of trust, security   
deed or deed to secure debt, to protect the mortgagee against termination of    
such interest before the mortgage, deed of trust, security deed or deed to      
secure debt is paid. Unless otherwise specified in the Prospectus Supplement,   
the Depositor or the Asset Seller will make certain representations and         
warranties in the Agreement with respect to any Mortgage Loans that are secured 
by an interest in a leasehold estate. Such representations and warranties, if   
applicable, will be set forth in the Prospectus Supplement.                     

COOPERATIVE LOANS                                                               

     If specified in the Prospectus Supplement relating to a series of Offered
Securities, the Mortgage Loans may also consist of cooperative apartment loans  
("Cooperative Loans") secured by security interests in shares issued by a       
cooperative housing corporation (a "Cooperative") and in the related proprietary
leases or occupancy agreements granting exclusive rights to occupy specific     
dwelling units in the Cooperatives' buildings. The security agreement will      
create a lien upon, or grant a title interest in, the property which it covers, 
the priority of which will depend on the terms of the particular security       
agreement as well as the order of recordation of the agreement in the           
appropriate recording office. Such a lien or title interest is not prior to the 
lien for real estate taxes and assessments and other charges imposed under      
governmental police powers.                                                     

    Each Cooperative owns in fee or has a leasehold interest in all the real
property and owns in fee or leases the building and all separate dwelling units 
therein. The Cooperative is directly responsible for property management and, in
most cases, payment of real estate taxes, other governmental impositions and    
hazard and liability insurance. If there is a blanket mortgage or mortgages on  
the Cooperative apartment building or underlying land, as is generally the case,
or an underlying lease of the land, as is the case in some instances, the       
Cooperative, as property mortgagor, or lessee, as the case may be, is also      
responsible for meeting these mortgage or rental obligations. A blanket mortgage
is ordinarily incurred by the Cooperative in connection with either the         
construction or purchase of the Cooperative's apartment building or obtaining of
capital by the Cooperative. The interest of the occupant under proprietary      
leases or occupancy agreements as to which that Cooperative is the landlord are 
generally subordinate to the                                                    

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interest of the holder of a blanket mortgage and to the interest of the holder  
of a land lease. If the Cooperative is unable to meet the payment obligations   
(i) arising under a blanket mortgage, the mortgagee holding a blanket mortgage  
could foreclose on that mortgage and terminate all subordinate proprietary      
leases and occupancy agreements or (ii) arising under its land lease, the holder
of the landlord's interest under the land lease could terminate it and all      
subordinate proprietary leases and occupancy agreements. Also, a 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 final payment at maturity. The inability of the Cooperative to refinance a  
mortgage and its consequent inability to make such final payment could lead to  
foreclosure by the mortgagee. Similarly, a land lease has an expiration date and
the inability of the Cooperative to extend its term or, in the alternative, to  
purchase the land could lead to termination of the Cooperative's interest in the
property and termination of all proprietary leases and occupancy agreement. In  
either event, a foreclosure by the holder of a blanket mortgage or the          
termination of the underlying lease could eliminate or significantly diminish   
the value of any collateral held by the lender that financed the purchase by an 
individual tenant stockholder of Cooperative shares or, in the case of the      
Mortgage Loans, the collateral securing the Cooperative Loans.                  

     The Cooperative is owned by tenant-stockholders who, through ownership of
stock or shares in the corporation, receive proprietary lease 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 such 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 occupancy rights are financed through
a cooperative share loan evidenced by a promissory note and secured by an       
assignment of and a security interest in the occupancy agreement or proprietary 
lease and a security interest in the related cooperative shares. The lender     
generally 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. See "Foreclosure--Cooperatives" 
below.                                                                          

FORECLOSURE                                                                     

General                                                                         

     Foreclosure is a legal procedure that allows the mortgagee to recover its
mortgage debt by enforcing its rights and available legal remedies under the    
mortgage. If the mortgagor defaults in payment or performance of its obligations
under the note or mortgage, the mortgagee has the right to institute foreclosure
proceedings to sell the mortgaged property at public auction to satisfy the     
indebtedness.                                                                   

     Foreclosure procedures with respect to the enforcement of a mortgage vary
from state to state. Two primary methods of foreclosing a mortgage are judicial 
foreclosure and non-judicial foreclosure pursuant to a power of sale granted in 
the mortgage instrument. There are several other foreclosure procedures         
available in some states that are either infrequently used or available only in 
certain limited circumstances, such as strict foreclosure.                      

Judicial Foreclosure                                                            

A judicial foreclosure proceeding is conducted in a court having    
jurisdiction over the mortgaged property. Generally, the action is initiated by 
the service of legal pleadings upon all parties having an interest of record in 
the real property. Delays in completion of the foreclosure may occasionally     
result from difficulties in locating defendants. When the lender's right to     
foreclose is contested, the legal proceedings can be time-consuming. Upon       
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generally issues a judgment of foreclosure and appoints a referee or other      
officer to conduct a public sale of the mortgaged property, the proceeds of     
which are used to satisfy the judgment. Such sales are made in accordance with  
procedures that vary from state to state.                                       

Equitable Limitations on Enforceability of Certain Provisions                   

United States courts have traditionally imposed general equitable   
principles to limit the remedies available to a mortgagee in connection with    
foreclosure. These equitable principles are generally designed to relieve the   
mortgagor from the legal effect of mortgage defaults, to the extent that such   
effect is perceived as harsh or unfair. Relying on such principles, a court may 
alter the specific terms of a loan to the extent it considers necessary to      
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative and expensive actions to determine the cause
of the mortgagor's default and the likelihood that the mortgagor will be able to
reinstate the loan. In some cases, courts have substituted their judgment for   
the lender's and have required that lenders reinstate loans or recast payment   
schedules in order to accommodate mortgagors who are suffering from a temporary 
financial disability. In other cases, courts have limited the right of the      
lender to foreclose if the default under the mortgage is not monetary, e.g., the
mortgagor failed to maintain the mortgaged property adequately or the mortgagor 
executed a junior mortgage on the mortgaged property. The exercise by the court 
of its equity powers will depend on the individual circumstances of each case   
presented to it. Finally, some courts have been faced with the issue of whether 
federal or state constitutional provisions reflecting due process concerns for  
adequate notice require that a mortgagor receive notice in addition to          
statutorily-prescribed minimum notice. For the most part, these cases have      
upheld the reasonableness of the notice provisions or have found that a public  
sale under a mortgage providing for a power of sale does not involve sufficient 
state action to afford constitutional protections to the mortgagor.             

Non-Judicial Foreclosure/Power of Sale                                          

      Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale pursuant to the power of sale granted in the deed of trust. A    
power of sale is typically granted in a deed of trust. It may also be contained 
in any other type of mortgage instrument. A power of sale allows a non-judicial 
public sale to be conducted generally following a request from the              
beneficiary/lender to the trustee to sell the property upon any default by the  
mortgagor under the terms of the mortgage note or the mortgage instrument and   
after notice of sale is given in accordance with the terms of the mortgage      
instrument, as well as applicable state law. In some states, prior to such sale,
the trustee under a deed of trust must record a notice of default and notice of 
sale and send a copy to the mortgagor and to any other party who has recorded a 
request for a copy of a notice of default and notice of sale. In addition, in   
some states the trustee must provide notice to any other party having an        
interest of record in the real property, including junior lienholders. A notice 
of sale must be posted in a public place and, in most states, published for a   
specified period of time in one or more newspapers. The mortgagor or junior     
lienholder may then have the right, during a reinstatement period required in   
some states, to cure the default by paying the entire actual amount in arrears  
(without acceleration) plus the expenses incurred in enforcing the obligation.  
In other states, the mortgagor or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to     
prevent the foreclosure sale. Generally, the procedure for public sale, the     
parties entitled to notice, the method of giving notice and the applicable time 
periods are governed by state law and vary among the states. Foreclosure of a   
deed to secure debt is also generally accomplished by a non-judicial sale       
similar to that required by a deed of trust, except that the lender or its      
agent, rather than a trustee, is typically empowered to perform the sale in     
accordance with the terms of the deed to secure debt and applicable law.        

Public Sale                                                                     

A third party may be unwilling to purchase a mortgaged property at a
public sale because of the difficulty in determining the value of such property 
at the time of sale, due to, among other things, redemption rights which may    
exist and the possibility of physical deterioration of the property during the  

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foreclosure proceedings. For these reasons, it is common for the lender to      
purchase the mortgaged property for an amount equal to or less than the         
underlying debt and accrued and unpaid interest plus the expenses of            
foreclosure. Generally, state law controls the amount of foreclosure costs and  
expenses which may be recovered by a lender. Thereafter, subject to the         
mortgagor's right in some states to remain in possession during a redemption    
period, if applicable, the lender will become the owner of the property and have
both the benefits and burdens of ownership of the mortgaged property. For       
example, the lender will become obligated to pay taxes, obtain casualty         
insurance and to make such repairs at its own expense as are 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.     
Moreover, a lender commonly incurs substantial legal fees and court costs in    
acquiring a mortgaged property through contested foreclosure and/or bankruptcy  
proceedings. Generally, state law controls the amount of foreclosure expenses   
and costs, including attorneys' fees, that may be recovered by a lender.        

    A junior mortgagee may not foreclose on the property securing the junior
mortgage unless it forecloses subject to senior mortgages and any other prior   
liens, in which case it may be obliged to make payments on the senior mortgages 
to avoid their foreclosure. In addition, in the event that the foreclosure of a 
junior mortgage triggers the enforcement of a "due-on-sale" clause contained in 
a senior mortgage, the junior mortgagee may be required to pay the full amount  
of the senior mortgage to avoid its foreclosure. Accordingly, with respect to   
those Mortgage Loans, if any, that are junior mortgage loans, if the lender     
purchases the property the lender's title will be subject to all senior         
mortgages, prior liens and certain governmental liens.                          

     The proceeds received by the referee or trustee from the sale are applied
first to the costs, fees and expenses of sale and then in satisfaction of the   
indebtedness secured by the mortgage under which the sale was conducted. Any    
proceeds remaining after satisfaction of senior mortgage debt are generally     
payable to the holders of junior mortgages and other liens and claims in order  
of their priority, whether or not the mortgagor is in default. Any additional   
proceeds are generally payable to the mortgagor. The payment of the proceeds to 
the holders of junior mortgages may occur in the foreclosure action of the      
senior mortgage or a subsequent ancillary proceeding or may require the         
institution of separate legal proceedings by such holders.                      

Rights of Redemption                                                            

The purposes of a foreclosure action are to enable the mortgagee to 
realize upon its security and to bar the mortgagor, and all persons who have an 
interest in the property which is subordinate to the mortgage being foreclosed, 
from exercise of their "equity of redemption." The doctrine of equity of        
redemption provides that, until the property covered by a mortgage has been sold
in accordance with a properly conducted foreclosure and foreclosure sale, those 
having an interest which is subordinate to that of the foreclosing mortgagee    
have an equity of redemption and may redeem the property by paying the entire   
debt with interest. In addition, in some states, when a foreclosure action has  
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the 
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.                                                                     

The equity of redemption is a common-law (non-statutory) right which
exists prior to completion of the foreclosure, is not waivable by the mortgagor,
must be exercised prior to foreclosure sale and should be distinguished from the
post-sale statutory rights of redemption. In some states, after sale pursuant to
a deed of trust or foreclosure of a mortgage, the mortgagor and foreclosed      
junior lienors are given a statutory period in which to redeem the property from
the foreclosure sale. In some states, statutory redemption may occur only upon  
payment of the foreclosure sale price. In other states, redemption may be       
authorized if the former mortgagor pays only a portion of the sums due. The     
effect of a statutory 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 from a foreclosure sale or sale under a 
deed of trust. Consequently,                                                    
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the practical effect of the redemption right is to force the lender to maintain 
the property and pay the expenses of ownership until the redemption period has  
expired. In some states, a post-sale statutory right of redemption may exist    
following a judicial foreclosure, but not following a trustee's sale under a    
deed of trust.                                                                  

Under the REMIC Provisions currently in effect, property acquired by
foreclosure generally must not be held for more than three years. With respect  
to a series of Securities for which an election is made to qualify the Trust    
Fund or a part thereof as a REMIC, the Agreement will permit foreclosed property
to be held for more than three years if the Internal Revenue Service grants an  
extension of time within which to sell such property or independent counsel     
renders an opinion to the effect that holding such property for such additional 
period is permissible under the REMIC Provisions.                               

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 By-laws, 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 such tenant-stockholder, including mechanics'    
liens against the Cooperative apartment building incurred by such               
tenant-stockholder. The proprietary lease or occupancy agreement generally      
permits the Cooperative to terminate such lease or agreement in the event an    
obligor fails to make payments or defaults in the performance of covenants      
required thereunder. Typically, the lender and the Cooperative enter into a     
recognition agreement which establishes the rights and obligations of both      
parties in the event of a default by the tenant-stockholder. Under the          
proprietary lease or occupancy agreement such a default will usually constitute 
a default under the security agreement between the lender and the               
tenant-stockholder.                                                             

    The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the Cooperative will take no action to terminate such 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 such 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       
thereon. Recognition agreements also provide that in the event of a foreclosure 
on a Cooperative Loan, the lender must obtain the approval or consent of the    
Cooperative as required by the proprietary lease before transferring the        
cooperative shares or assigning the proprietary lease. Generally, the lender is 
not limited in any rights it may have to dispossess the tenant-stockholders.    

      In some states, 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 Cooperatives 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.                                                 

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      In the case of foreclosure on a building which was 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 which apply to certain tenants who  
elected to remain in the building when it was so converted.                     

JUNIOR MORTGAGES                                                                

     Some of the Mortgage Loans may be secured by junior mortgages or deeds of
trust, which are subordinate to first or other senior mortgages or deeds of     
trust held by other lenders. The rights of the Trust Fund as the holder of a    
junior deed of trust or a junior mortgage are subordinate in lien and in payment
to those of the holder of the senior mortgage or deed of trust, including the   
prior rights of the senior mortgagee or beneficiary to receive and apply hazard 
insurance and condemnation proceeds and, upon default of the mortgagor, to cause
a foreclosure on the property. Upon completion of the foreclosure proceedings by
the holder of the senior mortgage or the sale pursuant to the deed of trust, the
junior mortgagee's or junior beneficiary's lien will be extinguished unless the 
junior lienholder satisfies the defaulted senior loan or asserts its subordinate
interest in a property in foreclosure proceedings. See "--Foreclosure" herein.  

      Furthermore, because the terms of the junior mortgage or deed of trust are
subordinate to the terms of the first mortgage or deed of trust, in the event of
a conflict between the terms of the first mortgage or deed of trust and the     
junior mortgage or deed of trust, the terms of the first mortgage or deed of    
trust will generally govern. Upon a failure of the mortgagor or trustor to      
perform any of its obligations, the senior mortgagee or beneficiary, subject to 
the terms of the senior mortgage or deed of trust, may have the right to perform
the obligation itself. Generally, all sums so expended by the mortgagee or      
beneficiary become part of the indebtedness secured by the mortgage or deed of  
trust. To the extent a first mortgagee expends such sums, such sums will        
generally have priority over all sums due under the junior mortgage.            

ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS                    

    Statutes in some states limit the right of a beneficiary under a deed of
trust or a mortgagee under a mortgage to obtain a deficiency judgment against   
the mortgagor following foreclosure or sale under a deed of trust. A deficiency 
judgment would be a personal judgment against the former mortgagor equal to the 
difference between the net amount realized upon the public sale of the real     
property and the amount due to the lender. Some states require the lender to    
exhaust the security afforded under a mortgage by foreclosure in an attempt to  
satisfy the full debt before bringing a personal action against the mortgagor.  
In certain other states, the lender has the option of bringing a personal action
against the mortgagor on the debt without first exhausting such security;       
however, in some of these states, the lender, following judgment on such        
personal action, may be deemed to have elected a remedy and may be precluded    
from exercising remedies with respect to the security. In some cases, a lender  
will be precluded from exercising any additional rights under the note or       
mortgage if it has taken any prior enforcement action. Consequently, the        
practical effect of the election requirement, in those states permitting such   
election, is that lenders will usually proceed against the security first rather
than bringing a personal action against the mortgagor. Finally, other statutory 
provisions limit any deficiency judgment against the former mortgagor following 
a judicial sale to the excess of the outstanding debt over the fair market value
of the property at the time of the public sale. The purpose of these statutes is
generally to prevent a lender from obtaining a large deficiency judgment against
the former mortgagor as a result of low or no bids at the judicial sale.        

      In addition to laws limiting or prohibiting deficiency judgments, numerous
other federal and state statutory provisions, including the federal bankruptcy  
laws and state laws affording relief to debtors, may interfere with or affect   
the ability of the secured mortgage lender to realize upon collateral or enforce
a deficiency judgment. For example, with respect to federal bankruptcy law, a   
court with federal bankruptcy jurisdiction may permit a debtor through his or   
her Chapter 11 or Chapter 13 rehabilitative plan to cure a monetary default in  
respect of a mortgage loan on a debtor's residence by paying arrearages within a
reasonable time period and reinstating the original mortgage loan payment       
schedule even though the lender accelerated the mortgage loan and final judgment
of foreclosure had been entered in state court                                  
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(provided no sale of the residence had yet occurred) prior to the filing of the 
debtor's petition. Some courts with federal bankruptcy jurisdiction have        
approved plans, based on the particular facts of the reorganization case, that  
effected the curing of a mortgage loan default by paying arrearages over a      
number of years.                                                                

    Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan secured by property of the debtor may be modified.     
These courts have allowed modifications that include reducing the amount of each
monthly payment, changing the rate of interest, altering the repayment schedule,
forgiving all or a portion of the debt and reducing the lender's security       
interest to the value of the residence, thus leaving the lender a general       
unsecured creditor for the difference between the value of the residence and the
outstanding balance of the loan. Generally, however, the terms of a mortgage    
loan secured only by a mortgage on real property that is the debtor's principal 
residence may not be modified pursuant to a plan confirmed pursuant to Chapter  
11 or Chapter 13 except with respect to mortgage payment arrearages, which may  
be cured within a reasonable time period.                                       

 Certain tax liens arising under the Internal Revenue Code of 1986, as
amended, may in certain circumstances provide priority over the lien of a       
mortgage or deed of trust. In addition, substantive requirements are imposed    
upon mortgage lenders in connection with the origination and the servicing of   
mortgage loans by numerous federal and some state consumer protection laws.     
These laws include the federal Truth-in-Lending Act, Real Estate Settlement     
Procedures Act, Equal Credit Opportunity Act, Fair Credit Billing Act, Fair     
Credit Reporting Act and related statutes. These federal laws impose specific   
statutory liabilities upon lenders who originate mortgage loans and who fail to 
comply with the provisions of the law. In some cases this liability may affect  
assignees of the mortgage loans.                                                

     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 LEGISLATION                                                       

   Certain states impose a statutory lien for associated costs on property
that is the subject of a cleanup action by the state on account of hazardous    
wastes or hazardous substances released or disposed of on the property. Such a  
lien will generally have priority over all subsequent liens on the property and,
in certain of these states, will have priority over prior recorded liens        
including the lien of a mortgage. In addition, under federal environmental      
legislation and under state law in a number of states, a secured party that     
takes a deed in lieu of foreclosure or acquires a mortgaged property at a       
foreclosure sale or becomes involved in the operation or management of a        
property so as to be deemed an "owner" or "operator" of the property may be     
liable for the costs of cleaning up a contaminated site. Although such costs    
could be substantial, it is unclear whether they would be imposed on a lender   
(such as a Trust Fund) secured by residential real property. In the event that  
title to a Mortgaged Property securing a Mortgage Loan in a Trust Fund was      
acquired by the Trust Fund and cleanup costs were incurred in respect of the    
Mortgaged Property, the holders of the related series of Securities might       
realize a loss if such costs were required to be paid by the Trust Fund.        

DUE-ON-SALE CLAUSES                                                             

      Unless the related Prospectus Supplement indicates otherwise, the Mortgage
Loans will contain due-on-sale clauses. These clauses generally provide that the
lender may accelerate the maturity of the loan if the mortgagor sells, transfers
or conveys the related Mortgaged Property. The enforceability of due-on-sale    
clauses has been the subject of legislation or litigation in many states and, in
some cases, the enforceability of these clauses was limited or denied. However, 
with respect to certain loans the Garn-St Germain Depository Institutions Act of
1982 preempts state constitutional, statutory and case law that prohibits the   
enforcement of due-on-sale clauses and permits lenders to enforce these clauses 
in                                                                              

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accordance with their terms, subject to certain limited exceptions. Due-on-sale 
clauses contained in mortgage loans originated by federal savings and loan      
associations or federal savings banks are fully enforceable pursuant to         
regulations of the United States Federal Home Loan Bank Board, as succeeded by  
the Office of Thrift Supervision, which preempt state law restrictions on the   
enforcement of such clauses. Similarly, "due-on-sale" clauses in mortgage loans 
made by national banks and federal credit unions are now fully enforceable      
pursuant to preemptive regulations of the Comptroller of the Currency and the   
National Credit Union Administration, respectively.                             

      The Garn-St Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the act (including federal savings and loan          
associations and federal savings banks) may not exercise a "due-on-sale" clause,
notwithstanding the fact that a transfer of the property may have occurred.     
These include intra-family transfers, certain transfers by operation of law,    
leases of fewer than three years and the creation of a junior encumbrance.      
Regulations promulgated under the Garn-St Germain Act also prohibit the         
imposition of a prepayment penalty upon the acceleration of a loan pursuant to a
due-on-sale clause. The inability to enforce a "due-on-sale" clause may result  
in a mortgage that bears an interest rate below the current market rate being   
assumed by a new home buyer rather than being paid off, which may affect the    
average life of the Mortgage Loans and the number of Mortgage Loans which may   
extend to maturity.                                                             

SUBORDINATE FINANCING                                                           

  Where a mortgagor encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the mortgagor  
may have difficulty servicing and repaying multiple loans. In addition, if the  
junior loan permits recourse to the mortgagor (as junior loans often do) and the
senior loan does not, a mortgagor may be more likely to repay sums due on the   
junior loan than those on the senior loan. Second, acts of the senior lender    
that prejudice the junior lender or impair the junior lender's security may     
create a superior equity in favor of the junior lender. For example, if the     
mortgagor and the senior lender agree to an increase in the principal amount of 
or the interest rate payable on the senior loan, the senior lender may lose its 
priority to the extent any existing junior lender is harmed or the mortgagor is 
additionally burdened. Third, if the mortgagor defaults on the senior loan      
and/or any junior loan or loans, the existence of junior loans and actions taken
by junior lenders can impair the security available to the senior lender and can
interfere with or delay the taking of action by the senior lender. Moreover, the
bankruptcy of a junior lender may operate to stay foreclosure or similar        
proceedings by the senior lender.                                               

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. A similar federal statute   
was in effect with respect to mortgage loans made during the first three months 
of 1980. The Office of Thrift Supervision is authorized to issue rules and      
regulations and to publish interpretations governing implementation of Title V. 
The statute authorized any state to reimpose interest rate limits by adopting,  
before April 1, 1983, a law or constitutional provision that expressly rejects  
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 and/or to limit       
discount points or other charges.                                               

    The Depositor believes that a court interpreting Title V would hold that
residential first mortgage loans that are originated on or after January 1, 1980
are subject to federal preemption. Therefore, in a state that has not taken the 
requisite action to reject application of Title V or to adopt a provision       
limiting discount points or other charges prior to origination of such mortgage 
loans, any such limitation under such state's usury law would not apply to such 
mortgage loans.                                                                 

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    In any state in which application of Title V has been expressly rejected
or a provision limiting discount points or other charges is adopted, no mortgage
loan originated after the date of such state action will be eligible for        
inclusion in a Trust Fund unless (i) such mortgage loan provides for such       
interest rate, discount points and charges as are permitted in such state or    
(ii) such mortgage loan provides that the terms thereof shall be construed in   
accordance with the laws of another state under which such interest rate,       
discount points and charges would not be usurious and the mortgagor's counsel   
has rendered an opinion that such choice of law provision would be given effect.

    Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due     
above the applicable limit or impose a specified penalty. Under this statutory  
scheme, the mortgagor may cancel the recorded mortgage or deed of trust upon    
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A     
violation of this type of usury law results in the invalidation of the          
transaction, thereby permitting the mortgagor to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.   

ALTERNATIVE MORTGAGE INSTRUMENTS                                                

      Alternative mortgage instruments, including adjustable rate mortgage loans
and early ownership mortgage loans, originated by non-federally chartered       
lenders have historically been subject to a variety of restrictions. Such       
restrictions differed from state to state, resulting in difficulties in         
determining whether a particular alternative mortgage instrument originated by a
state-chartered lender was in compliance with applicable law. These difficulties
were alleviated substantially as a result of the enactment of Title VIII of the 
Garn-St Germain Act ("Title VIII"). Title VIII provides that, notwithstanding   
any state law to the contrary, state-chartered banks may originate alternative  
mortgage instruments in accordance with regulations promulgated by the          
Comptroller of the Currency with respect to origination of alternative mortgage 
instruments by national banks; state-chartered credit unions may originate      
alternative mortgage instruments in accordance with regulations promulgated by  
the National Credit Union Administration with respect to origination of         
alternative mortgage instruments by federal credit unions; and all other non-   
federally chartered housing creditors, including state-chartered savings and    
loan associations, state-chartered savings banks and mutual savings banks and   
mortgage banking companies, may originate alternative mortgage instruments in   
accordance with the regulations promulgated by the Federal Home Loan Bank Board,
predecessor to the Office of Thrift Supervision, with respect to origination of 
alternative mortgage instruments by federal savings and loan associations. Title
VIII provides that any state may reject applicability of the provisions of Title
VIII by adopting, prior to October 15, 1985, a law or constitutional provision  
expressly rejecting the applicability of such provisions. Certain states have   
taken such action.                                                              

SERVICEMEMBERS CIVIL RELIEF ACT                                                 

      The Servicemembers Civil Relief Act was recently signed into law, revising
the Soldiers' and Sailors' Civil Relief Act of 1940 (the "Relief Act"). Under   
the terms of the Relief Act, a mortgagor who enters military service after the  
origination of such mortgagor's Mortgage Loan (including a mortgagor who was in 
reserve status and is called to active duty after origination of the Mortgage   
Loan), may not be charged interest (including fees and charges) above an annual 
rate of 6% (and all interest in excess of 6% shall be forgiven) during the      
period of such mortgagor's active duty status, unless a court orders otherwise  
upon application of the lender. The Relief Act applies to mortgagors who are    
members of all branches of the military (including draftees and reservists in   
military service called to active duty). Because the Relief Act applies to      
mortgagors who enter military service (including reservists who are called to   
active duty) after origination of the related Mortgage Loan, no information can 
be provided as to the number of loans that may be affected by the Relief Act.   
Application of the Relief Act would adversely affect, for an indeterminate      
period of time, the ability of any servicer to collect full amounts of interest 
on certain of the Mortgage Loans. Any shortfalls in interest collections        
resulting from the application of the Relief Act would result in a reduction of 
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and would not be covered by advances and may not be covered by any form of      
Credit Support provided in connection with such Certificates. In addition, the  
Relief Act imposes limitations that would impair the ability of the servicer to 
foreclose on an affected Mortgage Loan during the mortgagor's period of active  
duty status, and, under certain circumstances, during an additional three month 
period thereafter. Thus, in the event that such a Mortgage Loan goes into       
default, there may be delays and losses occasioned thereby.                     

FORFEITURES IN DRUG AND RICO PROCEEDINGS                                        

Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission  
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,  
among others, violations of the Racketeer Influenced and Corrupt Organizations  
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,      
including the USA Patriot Act of 2001 and the regulations issued pursuant to    
that Act, as well as the narcotic drug laws. In many instances, the United      
States may seize the property even before a conviction occurs.                  

  In the event of a forfeiture proceeding, a lender may be able to avoid
forfeiture of its interest in the property by proving that (1) its mortgage was 
executed and recorded before the commission of the illegal conduct from which   
the assets used to purchase or improve the property were derived or before the  
commission of any other crime upon which the forfeiture is based, or (2) the    
lender, at the time of the execution of the mortgage, "did not know or was      
reasonably without cause to believe that the property was subject to            
forfeiture." However, there is no assurance that such a defense will be         
successful.                                                                     

THE CONTRACTS                                                                   

General.  The manufactured housing contracts and home improvement   
contracts, other than those that are unsecured or are secured by mortgages on   
real estate generally, are "chattel paper" or constitute "purchase money        
security interests" each as defined in the UCC. Pursuant to the UCC, the sale of
chattel paper is treated in a manner similar to perfection of a security        
interest in chattel paper. Under the related agreement, the Depositor or the    
seller will transfer physical possession of the contracts to the trustee or a   
designated custodian or may retain possession of the contracts as custodian for 
the trustee. In addition, the Depositor will make an appropriate filing of a    
UCC-1 financing statement in the appropriate states to, among other things, give
notice of the trust fund's ownership of the contracts. The contracts will not be
stamped or otherwise marked to reflect their assignment from the Depositor or   
the trustee unless the related prospectus supplement states that they will be so
stamped. With respect to each transaction, a decision will be made as to whether
or not the contracts will be stamped or otherwise marked to reflect their       
assignment from the Depositor to the trustee, based upon, among other things,   
the practices and procedures of the related originator and servicer and after   
consultation with the applicable rating agency or rating agencies. Therefore, if
the contracts are not stamped or otherwise marked to reflect their assignment   
from the Depositor to the trustee and through negligence, fraud or otherwise, a 
subsequent purchaser were able to take physical possession of the contracts     
without notice of the assignment, the trust fund's interest in the contracts    
could be defeated.                                                              

    Security Interests in Home Improvements.  The contracts that are secured
by home improvements grant to the originator of those contracts a purchase money
security interest in the home improvements to secure all or part of the purchase
price of the home improvements and related services. A financing statement      
generally is not required to be filed to perfect a purchase money security      
interest in consumer goods. The purchase money security interests are           
assignable. In general, a purchase money security interest grants to the holder 
a security interest that has priority over a conflicting security interest in   
the same collateral and the proceeds of that collateral. However, to the extent 
that the collateral subject to a purchase money security interest becomes a     
fixture, in order for the related purchase money security interest to take      
priority over a conflicting interest in the fixture, the holder's interest in   
that home improvement must generally be perfected by a timely fixture filing. In
general, a security interest does not exist under the UCC in ordinary building  
material incorporated into an improvement on land. Home improvement contracts   
that finance lumber, bricks, other types of ordinary building materials or other
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goods that are deemed to lose that characterization upon incorporation of those 
materials into the related property, will not be secured by a purchase money    
security interest in the home improvement being financed.                       

  Enforcement of Security Interest in Home Improvements.  So long as the
home improvement is not governed by real estate law, a creditor can repossess a 
home improvement securing a contract by voluntary surrender, by "self-help"     
repossession that is "peaceful"--i.e., without breach of the peace--or, in the  
absence of voluntary surrender and the ability to repossess without breach of   
the peace, by judicial process. The holder of a contract must give the debtor a 
number of days' notice, which varies from 10 to 30 days depending on the state, 
prior to commencement of any repossession. The UCC and consumer protection laws 
in most states place restrictions on repossession sales, including requiring    
prior notice to the debtor and commercial reasonableness in effecting a         
repossession sale. The law in most states also requires that the debtor be given
notice of any sale prior to resale of the unit that the debtor may redeem at or 
before the resale.                                                              

Under the laws of most states, a creditor is entitled to obtain a   
deficiency judgment from a debtor for any deficiency on repossession and resale 
of the property securing the debtor's mortgage loan. However, some states impose
prohibitions or limitations on deficiency judgments, and in many cases the      
defaulting borrower would have no assets with which to pay a judgment. Other    
statutory provisions, including federal and state bankruptcy and insolvency laws
and general equitable principles, may limit or delay the ability of a lender to 
repossess and resell collateral or enforce a deficiency judgment.               

 Security Interests in the Manufactured Homes.  The manufactured homes
securing the manufactured housing contracts may be located in all 50 states and 
the District of Columbia. Security interests in manufactured homes may be       
perfected either by notation of the secured party's lien on the certificate of  
title or by delivery of the required documents and payment of a fee to the state
motor vehicle authority, depending on state law. The security interests of the  
related trustee in the manufactured homes will not be noted on the certificates 
of title or by delivery of the required documents and payment of fees to the    
applicable state motor vehicle authorities unless the related prospectus        
supplement so states. With respect to each transaction, a decision will be made 
as to whether or not the security interests of the related trustee in the       
manufactured homes will be noted on the certificates of title and the required  
documents and fees will be delivered to the applicable state motor vehicle      
authorities based upon, among other things, the practices and procedures of the 
related originator and servicer and after consultation with the applicable      
rating agency or rating agencies. In some nontitle states, perfection pursuant  
to the provisions of the UCC is required. As manufactured homes have become     
large and often have been attached to their sites without any apparent intention
to move them, courts in many states have held that manufactured homes, under    
particular circumstances, may become governed by real estate title and recording
laws. As a result, a security interest in a manufactured home could be rendered 
subordinate to the interests of other parties claiming an interest in the       
manufactured home under applicable state real estate law. In order to perfect a 
security interest in a manufactured home under real estate laws, the secured    
party must file either a "fixture filing" under the provisions of the UCC or a  
real estate mortgage under the real estate laws of the state where the home is  
located. These filings must be made in the real estate records office of the    
county where the manufactured home is located. If so specified in the related   
prospectus supplement, the manufactured housing contracts may contain provisions
prohibiting the borrower from permanently attaching the manufactured home to its
site. So long as the borrower does not violate this agreement, a security       
interest in the manufactured home will be governed by the certificate of title  
laws or the UCC, and the notation of the security interest on the certificate of
title or the filing of a UCC financing statement will be effective to maintain  
the priority of the security interest in the manufactured home. If, however, a  
manufactured home is permanently attached to its site, the related lender may be
required to perfect a security interest in the manufactured home under          
applicable real estate laws.                                                    

  In the event that the owner of a manufactured home moves it to a state
other than the state in which the manufactured home initially is registered,    
under the laws of most states the perfected security interest in the            
manufactured home would continue for four months after that relocation and,     
after expiration of the four months, only if and after the owner re-registers   
the manufactured home in that state.                                            
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If the owner were to relocate a manufactured home to another state and not      
re-register a security interest in that state, the security interest in the     
manufactured home would cease to be perfected. A majority of states generally   
require surrender of a certificate of title to re-register a manufactured home; 
accordingly, the secured party must surrender possession if it holds the        
certificate of title to that manufactured home or, in the case of manufactured  
homes registered in states which provide for notation of lien on the certificate
of title, notice of surrender would be given to the secured party noted on the  
certificate of title. In states that do not require a certificate of title for  
registration of a manufactured home, re-registration could defeat perfection of 
the security interest.                                                          

Under the laws of most states, liens for repairs performed on a     
manufactured home and liens for personal property taxes take priority over a    
perfected security interest in the manufactured home.                           

   Consumer Protection Laws.  The so-called "Holder-in-Due Course" rule of
the FTC is intended to defeat the ability of the transferor of a consumer credit
contract who is the seller of goods which gave rise to the transaction, and     
particular, related lenders and assignees, to transfer that contract free of    
notice of claims by the contract debtor. The effect of this rule is to subject  
the assignee of a contract of this type to all claims and defenses that the     
debtor under the contract could assert against the seller of goods. Liability   
under this rule is limited to amounts paid under a contract; however, the       
obligor also may be able to assert the rule to set off remaining amounts due as 
a defense against a claim brought by the trustee against that obligor. Numerous 
other federal and state consumer protection laws impose requirements applicable 
to the origination and lending pursuant to the contracts, including the Truth in
Lending Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the 
Fair Credit Reporting Act, the Equal Credit Opportunity Act, the Fair Debt      
Collection Practices Act and the Uniform Consumer Credit Code. In the case of   
some of these laws, the failure to comply with their provisions may affect the  
enforceability of the related contract.                                         

Applicability of Usury Laws.  Title V provides that state usury     
limitations shall not apply to any contract that is secured by a first lien on  
particular kinds of consumer goods, unless it is covered by any of the following
conditions. The contracts would be covered if they satisfy conditions governing,
among other things, the terms of any prepayments, late charges and deferral fees
and requiring a 30-day notice period prior to instituting any action leading to 
repossession of the related unit.                                               

      Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional        
provision which expressly rejects application of the federal law. Fifteen states
adopted a similar law prior to the April 1, 1983 deadline. In addition, even    
where Title V was not 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.                                                                        

      Installment Contracts.  The Mortgage Loans may also consist of installment
contracts. Under an installment contract the property seller, as lender under   
the contract, retains legal title to the property and enters into an agreement  
with the purchaser, as borrower under the contract, for the payment of the      
purchase price, plus interest, over the term of that contract. Only after full  
performance by the borrower of the contract is the lender obligated to convey   
title to the property to the purchaser. As with mortgage or deed of trust       
financing, during the effective period of the installment contract, the borrower
is generally responsible for maintaining the property in good condition and for 
paying real estate taxes, assessments and hazard insurance premiums associated  
with the property.                                                              

 The method of enforcing the rights of the lender under an installment
contract varies on a state-by-state basis depending upon the extent to which    
state courts are willing, or able pursuant to state statute, to enforce the     
contract strictly according to its terms. The terms of installment contracts    
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property, the entire indebtedness is accelerated, and   
the buyer's equitable interest in the property is forfeited. The lender in that 
type of situation does not have to foreclose in order to obtain title to the    
property, although in some cases a quiet title action is in order if the        
borrower has filed the installment contract in local land records and an        
ejectment action may be necessary to recover possession. In a few states,       
particularly in cases of borrower default during the early years of an          
installment contract, the courts will permit ejectment of the buyer and a       
forfeiture of his or her interest in the property. However, most state          
legislatures have enacted                                                       
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provisions by analogy to mortgage law protecting borrowers under installment    
contracts from the harsh consequences of forfeiture. Under those statutes, a    
judicial or nonjudicial foreclosure may be required, the lender may be required 
to give notice of default and the borrower may be granted some grace period     
during which the installment contract may be reinstated upon full payment of the
default amount and the borrower may have a post-foreclosure statutory redemption
right. In other states, courts in equity may permit a borrower with significant 
investment in the property under an installment contract for the sale of real   
estate to share in the proceeds of sale of the property after the indebtedness  
is repaid or may otherwise refuse to enforce the forfeiture clause. Nevertheless
generally speaking, the lender's procedures for obtaining possession and clear  
title under an installment contract in a given state are simpler and less       
time-consuming and costly than are the procedures for foreclosing and obtaining 
clear title to a property that is encumbered by one or more liens.              

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The following summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of Offered Certificates 
represents the opinion of Dechert LLP, counsel to the Depositor, as of the date 
of this Prospectus. This summary is based on the Internal Revenue Code of 1986, 
as amended (the "Code"), laws, regulations, including the REMIC regulations     
promulgated by the Treasury Department (the "REMIC Regulations"), rulings and   
decisions now in effect or (with respect to regulations) proposed, all of which 
are subject to change either prospectively or retroactively. This summary does  
not address the federal income tax consequences of an investment in Securities  
applicable to all categories of investors, some of which (for example, banks and
insurance companies) may be subject to special rules. 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    
Securities.                                                                     

      The term "U.S. Person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the   
laws of the United States or any state thereof or the District of Columbia      
(other than a partnership that is not treated as a United States person under   
any applicable Treasury regulations), an estate whose income is subject to U.S. 
federal income tax regardless of its source, or a trust if a court within the   
United States is able to exercise primary supervision of the administration of  
the trust and one or more United States persons have the authority to control   
all substantial decisions of the trust. Notwithstanding the preceding sentence, 
to the extent provided in regulations, certain trusts in existence on August 20,
1996 and treated as United States persons prior to such date that elect to      
continue to be treated as United States persons shall be considered U.S. Persons
as well.                                                                        

GENERAL                                                                         

      The federal income tax consequences to Securityholders will vary depending
on whether an election is made to treat the Trust Fund relating to a particular 
series of Securities as a REMIC under the Code. The Prospectus Supplement for   
each series of Securities will specify whether a REMIC election will be made.   

GRANTOR TRUST FUNDS                                                             

      If the related Prospectus Supplement indicates that the Trust Fund will be
treated as a grantor trust, then Dechert LLP will deliver its opinion that the  
Trust Fund will not be classified as an association taxable as a corporation and
that each such Trust Fund will be classified as a grantor trust under subpart E,
Part I of subchapter J of the Code. In this case, owners of Certificates will be
treated for federal income tax purposes as owners of a portion of the Trust     
Fund's assets as described below.                                               

1.     Single Class of Grantor Trust Certificates                   

      Characterization.  The Trust Fund may be created with one class of Grantor
Trust Certificates. In this case, each Grantor Trust Certificateholder will be  
treated as the owner of a pro rata undivided interest                           

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in the interest and principal portions of the Trust Fund represented by the     
Grantor Trust Certificates and will be considered the equitable owner of a pro  
rata undivided interest in each of the Mortgage Loans in the Pool. Any amounts  
received by a Grantor Trust Certificateholder in lieu of amounts 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  
payments they replace.                                                          

  Each Grantor Trust Certificateholder will be required to report on its
federal income tax return in accordance with such Grantor Trust                 
Certificateholder's method of accounting its pro rata share of the entire income
from the Mortgage Loans in the Trust Fund represented by Grantor Trust          
Certificates, including interest, original issue discount ("OID"), if any,      
prepayment fees, assumption fees, any gain recognized upon an assumption and    
late payment charges received by the Master Servicer. Under Code Sections 162 or
212 each Grantor Trust Certificateholder will be entitled to deduct its pro rata
share of servicing fees, prepayment fees, assumption fees, any loss recognized  
upon an assumption and late payment charges retained by the Master Servicer,    
provided that such amounts are reasonable compensation for services rendered to 
the Trust Fund. Grantor Trust Certificateholders that are individuals, estates  
or trusts will be entitled to deduct their share of expenses as itemized        
deductions only to the extent such expenses plus all other Code Section 212     
expenses exceed two percent of its adjusted gross income. In addition, the      
amount of itemized deductions otherwise allowable for the taxable year for an   
individual whose adjusted gross income exceeds the applicable amount (which     
amount will be adjusted for inflation) will be reduced by the lesser of (i) 3%  
of the excess of adjusted gross income over the applicable amount and (ii) 80%  
of the amount of itemized deductions otherwise allowable for such taxable year. 
This reduction is currently scheduled to be phased-out over a five-year period  
beginning in 2006. A Grantor Trust Certificateholder using the cash method of   
accounting must take into account its pro rata share of income and deductions as
and when collected by or paid to the Master Servicer. A Grantor Trust           
Certificateholder using an accrual method of accounting must take into account  
its pro rata share of income and deductions as they become due or are paid to   
the Master Servicer, whichever is earlier. If the servicing fees paid to the    
Master Servicer are deemed to exceed reasonable servicing compensation, the     
amount of such 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 would then be subject to the 
"coupon stripping" rules of the Code discussed below.                           

    Generally, as to each series of Certificates evidencing an interest in a
Trust Fund comprised of Mortgage Loans, Dechert LLP will have advised the       
Depositor that:                                                                 

     (i)    a Grantor Trust Certificate owned by a "domestic building and loan
     association" within the meaning of Code Section 7701(a)(19)
             representing principal and interest payments on Mortgage Loans will
           be considered to represent "loans . . . secured by an interest in
       real property which is . . . residential property" within the
           meaning of Code Section 7701(a)(19)(C)(v), to the extent that the
             Mortgage Loans represented by that Grantor Trust Certificate are of
a type described in such Code section;                

 (ii)    a Grantor Trust Certificate owned by a real estate investment
    trust representing an interest in Mortgage Loans will be
              considered to represent "real estate assets" within the meaning of
          Code Section 856(c)(4)(A), and interest income on the Mortgage
        Loans will be considered "interest on obligations secured by
          mortgages on real property" within the meaning of Code Section
              856(c)(3)(B), to the extent that the Mortgage Loans represented by
          that Grantor Trust Certificate are of a type described in such
Code section;                                       

(iii)   a Grantor Trust Certificate owned by a REMIC will represent 
      "obligation[s] . . . which [are] principally secured by an
         interest in real property" within the meaning of Code Section
860G(a)(3); and                                     

     (iv)    a Grantor Trust Certificate representing interests in obligations
      secured by manufactured housing treated as a single-family
 residence under Section 25(e)(10) of the Code will be

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       considered interests in "qualified mortgages" as defined in
Section 860G(a)(3) of the Code.                     

   The Small Business Job Protection Act of 1996, as part of the repeal of
the bad debt reserve method for thrift institutions, repealed the application of
Code Section 593(d) to any taxable year beginning after December 31, 1995.      

      Stripped Bonds and Coupons.  Certain Trust Funds may consist of Government
Securities which constitute "stripped bonds" or "stripped coupons" as those     
terms are defined in Code Section 1286, and, as a result, such assets would be  
subject to the stripped bond provisions of the Code. Under these rules, such    
Government Securities are treated as having OID based on the purchase price and 
the stated redemption price at maturity of each Security. As such, Grantor Trust
Certificateholders would be required to include in income their pro rata share  
of the OID on each Government Security recognized in any given year on an       
economic accrual basis even if the Grantor Trust Certificateholder is a cash    
method taxpayer. Accordingly, the sum of the income includible to the Grantor   
Trust Certificateholder in any taxable year may exceed amounts actually received
during such year.                                                               

   Buydown Loans.  The assets constituting certain Trust Funds may include
Buydown Loans. The characterization of any investment in Buydown Loans will     
depend upon the precise terms of the related buydown agreement, but to the      
extent that such Buydown Loans are secured in part by a bank account or other   
personal property, they may not be treated in their entirety as assets described
in the foregoing sections of the Code. There are no directly applicable         
precedents with respect to the federal income tax treatment or the              
characterization of investments in Buydown Loans. Accordingly, Grantor Trust    
Certificateholders should consult their own tax advisors with respect to the    
characterization of investments in Grantor Trust Certificates representing an   
interest in a Trust Fund that includes Buydown Loans.                           

     Premium.  The price paid for a Grantor Trust Certificate by a holder will
be allocated to such holder's undivided interest in each Mortgage Loan based on 
each Mortgage Loan's relative fair market value, so that such holder's undivided
interest in each Mortgage Loan will have its own tax basis. A Grantor Trust     
Certificateholder that acquires an interest in Mortgage Loans at a premium may  
elect to amortize such premium under a constant interest method, provided that  
the underlying mortgage loans with respect to such Mortgage Loans were          
originated after September 27, 1985. Premium allocable to mortgage loans        
originated on or before September 27, 1985 should be allocated among the        
principal payments on such mortgage loans and allowed as an ordinary deduction  
as principal payments are made. Amortizable bond premium will be treated as an  
offset to interest income on such Grantor Trust Certificate. The basis for such 
Grantor Trust Certificate will be reduced to the extent that amortizable premium
is applied to offset interest payments. It is not clear whether a reasonable    
prepayment assumption should be used in computing amortization of premium       
allowable under Code Section 171. A Certificateholder that makes this election  
for a Certificate that is acquired at a premium will be deemed to have made an  
election to amortize bond premium with respect to all debt instruments having   
amortizable bond premium that such Certificateholder acquires during the year of
the election or thereafter.                                                     

     If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a Grantor Trust Certificate acquired at a premium     
should recognize a loss if a Mortgage Loan (or an underlying mortgage loan with 
respect to a Mortgage Loan) prepays in full, equal to the difference between the
portion of the prepaid principal amount of such Mortgage Loan (or underlying    
mortgage loan) that is allocable to the Certificate and the portion of the      
adjusted basis of the Certificate that is allocable to such Mortgage Loan (or   
underlying mortgage loan). If a reasonable prepayment assumption is used to     
amortize such premium, it appears that such a loss would be available, if at    
all, only if prepayments have occurred at a rate faster than the reasonable     
assumed prepayment rate. It is not clear whether any other adjustments would be 
required to reflect differences between an assumed prepayment rate and the      
actual rate of prepayments.                                                     

   On December 30, 1997 the IRS issued final regulations (the "Amortizable
Bond Premium Regulations") dealing with amortizable bond premium. These         
regulations specifically do not apply to prepayable debt instruments subject to 
Code Section 1272(a)(6) such as the Certificates. Absent further                
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guidance from the IRS, the Trustee intends to account for amortizable bond      
premium in the manner described above. Prospective Certificateholders should    
consult their tax advisors regarding the possible application of the amortizable
Bond Premium Regulations.                                                       

      Original Issue Discount.  The IRS has stated in published rulings that, in
circumstances similar to those described herein, the special rules of the Code  
relating to original issue discount ("OID")(currently Code Sections 1271 through
1273 and 1275) and Treasury regulations issued on January 27, 1994, as amended  
on June 11, 1996, under such Sections (the "OID Regulations"), will be          
applicable to a Grantor Trust Certificateholder's interest in those Mortgage    
Loans meeting the conditions necessary for these Sections to apply. Rules       
regarding periodic inclusion of OID income are applicable to mortgages of       
corporations originated after May 27, 1969, mortgages of noncorporate mortgagors
(other than individuals) originated after July 1, 1982, and mortgages of        
individuals originated after March 2, 1984. Such OID could arise by the         
financing of points or other charges by the originator of the mortgages in an   
amount greater than a statutory de minimis exception to the extent that the     
points are not currently deductible under applicable Code provisions or are not 
for services provided by the lender. OID generally must be reported as ordinary 
gross income as it accrues under a constant interest method. See "--Multiple    
Classes of Grantor Trust Certificates--Accrual of Original Issue Discount"      
below.                                                                          

Market Discount.  A Grantor Trust Certificateholder that acquires an
undivided interest in Mortgage Loans may be subject to the market discount rules
of Code Sections 1276 through 1278 to the extent an undivided interest in a     
Mortgage Loan is considered to have been purchased at a "market discount."      
Generally, the amount of market discount is equal to the excess of the portion  
of the principal amount of such Mortgage Loan allocable to such holder's        
undivided interest over such holder's tax basis in such interest. Market        
discount with respect to a Grantor Trust Certificate will be considered to be   
zero if the amount allocable to the Grantor Trust Certificate is less than 0.25%
of the Grantor Trust 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 should consult their own tax advisors     
regarding the application of these rules and the advisability of making any of  
the elections allowed under Code Sections 1276 through 1278.                    

     The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired  
by the taxpayer after October 22, 1986 shall be treated as ordinary income to   
the extent that it does not exceed the accrued market discount at the time of   
such payment. The amount of accrued market discount for purposes of determining 
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.     

The Code also grants the Treasury Department authority to issue     
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
While the Treasury Department has not yet issued regulations, rules described in
the relevant legislative history will apply. Under those rules, the holder of a 
market discount bond may elect to accrue market discount either on the basis of 
a constant interest rate or according to one of the following methods. If a     
Grantor Trust Certificate is issued with OID, the amount of market discount that
accrues during any accrual period would be equal to the product of:             

(i)   the total remaining market discount and                       

    (ii)   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.                  

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   For Grantor Trust Certificates issued without OID, the amount of market
discount that accrues during a period is equal to the product of:               

(i)   the total remaining market discount and                       

      (ii)   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 the above methods
in the case of instruments (such as the Grantor Trust Certificates) that provide
for payments that may be accelerated by reason of prepayments of other          
obligations securing such instruments, the same prepayment assumption applicable
to calculating the accrual of OID will apply. Because the regulations described 
above have not been issued, it is impossible to predict what effect those       
regulations might have on the tax treatment of a Grantor Trust Certificate      
purchased at a discount or premium in the secondary market.                     

  A holder who acquired a Grantor Trust Certificate at a market discount
also may be required to defer a portion of its interest deductions for the      
taxable year attributable to any indebtedness incurred or continued to purchase 
or carry such Grantor Trust Certificate purchased with market discount. For     
these purposes, the de minimis rule referred to above applies. Any such deferred
interest expense would not exceed the market discount that accrues during such  
taxable year and is, in general, allowed as a deduction not later than the year 
in which such market discount is includible in income. If such holder elects to 
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the     
interest deferral rule described above will not apply.                          

Election to Treat All Interest as OID.  The OID Regulations permit a
Certificateholder to elect to accrue all interest, discount (including de       
minimis market or original issue discount) and premium in income as interest,   
based on a constant yield method for Certificates acquired on or after April 4, 
1994. If such an election were to be made with respect to a Grantor Trust       
Certificate with market discount, the Certificateholder would be deemed to have 
made an election to include in income currently market discount with respect to 
all other debt instruments having market discount that such Certificateholder   
acquires during the year of the election or thereafter. Similarly, a            
Certificateholder that makes this election for a Certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with 
respect to all debt instruments having amortizable bond premium that such       
Certificateholder owns or acquires. See "--Premium" herein. The election to     
accrue interest, discount and premium on a constant yield method with respect to
a Certificate is irrevocable.                                                   

2.     Multiple Classes of Grantor Trust Certificates               

a.     Stripped Bonds and Stripped Coupons                          

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

      Servicing fees in excess of reasonable servicing fees ("excess servicing")
will be treated under the stripped bond rules. If the excess servicing fee is   
less than 100 basis points (i.e., 1% interest on the Mortgage Loan principal    
balance) or the Certificates are initially sold with a de minimis discount      
(assuming no prepayment assumption is required), any non-de minimis discount    
arising from a subsequent                                                       

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transfer of the Certificates should be treated as market discount. The IRS      
appears to require that reasonable servicing fees be calculated on a Mortgage   
Loan by Mortgage Loan basis, which could result in some Mortgage Loans being    
treated as having more than 100 basis points of interest stripped off.          

     Although not entirely clear, a Stripped Bond Certificate generally should
be treated as an in interest in Mortgage Loans issued on the day such           
Certificate is purchased for purposes of calculating any OID. Generally, if the 
discount on a Mortgage Loan is larger than a de minimis amount (as calculated   
for purposes of the OID rules) a purchaser of such a Certificate will be        
required to accrue the discount under the OID rules of the Code. See "--Single  
Class of Grantor Trust Certificates--Original Issue Discount" herein. However, a
purchaser of a Stripped Bond Certificate will be required to account for any    
discount on the Mortgage Loans as market discount rather than OID if either:    

    (i)   the amount of OID with respect to the Mortgage Loans is treated as
            zero under the OID de minimis rule when the Certificate was stripped
or                                                      

   (ii)   no more than 100 basis points (including any amount of servicing
             fees in excess of reasonable servicing fees) is stripped off of the
Trust Fund's Mortgage Loans.                          

     Pursuant to Revenue Procedure 91-49, issued on August 8, 1991, purchasers
of Stripped Bond Certificates using an inconsistent method of accounting must   
change their method of accounting and request the consent of the IRS to the     
change in their accounting method on a statement attached to their first timely 
tax return filed after August 8, 1991.                                          

      The precise tax treatment of Stripped Coupon Certificates is substantially
uncertain. The Code could be read literally to require that OID computations be 
made for each payment from each Mortgage Loan. However, based on the recent IRS 
guidance, it appears that all payments from a Mortgage Loan underlying a        
Stripped Coupon Certificate should be treated as a single installment obligation
subject to the OID rules of the Code, in which case, all payments from such     
Mortgage Loan would be included in the Mortgage Loan's stated redemption price  
at maturity for purposes of calculating income on such certificate under the OID
rules of the Code.                                                              

      It is unclear under what circumstances, if any, the prepayment of Mortgage
Loans will give rise to a loss to the holder of a Stripped Bond Certificate     
purchased at a premium or a Stripped Coupon Certificate. If such 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 such Grantor Trust Certificate, it appears that no loss will be 
available as a result of any particular prepayment unless prepayments occur at a
rate faster than the assumed prepayment rate. However, if such Certificate is   
treated as an interest in discrete Mortgage Loans, or if no prepayment          
assumption is used, then when a Mortgage Loan is prepaid, the holder of such    
Certificate should be able to recognize a loss equal to the portion of the      
adjusted issue price of such Certificate that is allocable to such Mortgage     
Loan.                                                                           

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

  Treatment of Certain Owners.  Several Code sections provide beneficial
treatment to certain taxpayers that invest in Mortgage Loans of the type that   
make up the Trust Fund. With respect to these Code sections, no specific legal  
authority exists regarding whether the character of the Grantor Trust           
Certificates, for federal income tax purposes, will be the same as that of the  
underlying Mortgage Loans. While Code Section 1286 treats a stripped obligation 
as a separate obligation for purposes of the Code provisions addressing OID, it 
is not clear whether such characterization would apply with regard to these     
other Code sections. Although the issue is not free from doubt, based on policy 
considerations, each class of Grantor Trust Certificates should be considered to
represent "real estate assets" within the meaning of Code Section 856(c)(4)(A)  
and "loans . . . secured by, an interest in real property which is . . .        
residential real property" within the meaning of Code Section 7701(a)(19)(C)(v),
and interest income attributable to Grantor Trust Certificates should be        
considered to represent "interest on obligations secured by mortgages on real   
property" within the meaning of Code Section 856(c)(3)(B), provided that in each
case the underlying Mortgage Loans and interest on such Mortgage Loans qualify  
for such treatment.                                                             
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Prospective purchasers to which such characterization of an investment in       
Certificates is material should consult their own tax advisors regarding the    
characterization of the Grantor Trust Certificates and the income therefrom.    
Grantor Trust Certificates will be "obligation[s] . . . which [are] principally 
secured, directly or indirectly, by an interest in real property" within the    
meaning of Code Section 860G(a)(3).                                             

   b.     Grantor Trust Certificates Representing Interests in Loans other
than ARM Loans                                                                  

    The OID rules of Code Sections 1271 through 1275 will be applicable to a
Certificateholder's interest in those Mortgage Loans as to which the conditions 
for the application of those sections are met. Rules regarding periodic         
inclusion of OID in income are applicable to mortgages of corporations          
originated after May 27, 1969, mortgages of noncorporate mortgagors (other than 
individuals) originated after July 1, 1982, and mortgages of individuals        
originated after March 2, 1984. Under the OID Regulations, such OID could arise 
by the charging of points by the originator of the mortgage in an amount greater
than the statutory de minimis exception, including a payment of points that is  
currently deductible by the borrower under applicable Code provisions, or under 
certain circumstances, by the presence of "teaser" rates on the Mortgage Loans. 
OID on each Grantor Trust Certificate must be included in the owner's ordinary  
income for federal income tax purposes as it accrues, in accordance with a      
constant interest method that takes into account the compounding of interest, in
advance of receipt of the cash attributable to such income. The amount of OID   
required to be included in an owner's income in any taxable year with respect to
a Grantor Trust 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 below under "--Accrual of Original Issue   
Discount." The following discussion is based in part on the OID Regulations and 
in part on the provisions of the Tax Reform Act of 1986 (the "1986 Act"). The   
OID Regulations generally are effective for debt instruments issued on or after 
April 4, 1994, but may be relied upon as authority with respect to debt         
instruments, such as the Grantor Trust Certificates, issued after December 21,  
1992. Alternatively, proposed Treasury regulations issued December 21, 1992 may 
be treated as authority for debt instruments issued after December 21, 1992 and 
prior to April 4, 1994, and proposed Treasury regulations issued in 1986 and    
1991 may be treated as authority for instruments issued before December 21,     
1992. In applying these dates, the issue date of the Mortgage Loans should be   
used, or, in the case of Stripped Bond Certificates or Stripped Coupon          
Certificates, the date such Certificates are acquired. The holder of a          
Certificate should be aware, however, that neither the proposed OID Regulations 
nor the OID Regulations adequately address certain issues relevant to prepayable
securities.                                                                     

Under the Code, the Mortgage Loans underlying the Grantor Trust     
Certificate will be treated as having been issued on the date they were         
originated with an amount of OID equal to the excess of such 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 such Mortgage Loan other than payments that are treated as qualified    
stated interest payments. The accrual of this OID, as described below under     
"--Accrual of Original Issue Discount," will generally utilize the original     
yield to maturity of the Grantor Trust Certificate calculated based on a        
reasonable assumed prepayment rate for the mortgage loans underlying the Grantor
Trust Certificates (the "Prepayment Assumption"), and will take into account    
events that occur during the calculation period. The Prepayment Assumption will 
be determined in the manner prescribed by regulations that have not yet been    
issued. The legislative history of the 1986 Act (the "Legislative History")     
provides, however, that the regulations will require that the Prepayment        
Assumption be the prepayment assumption that is used in determining the offering
price of such Certificate. No representation is made that any Certificate will  
prepay at the Prepayment Assumption or at any other rate. The prepayment        
assumption contained in the Code literally only applies to debt instruments     
collateralized by other debt instruments that are subject to prepayment rather  
than direct ownership interests in such debt instruments, such as the           
Certificates represent. 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 below.                   

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  Accrual of Original Issue Discount.  Generally, the owner of a Grantor
Trust Certificate must include in gross income the sum of the "daily portions," 
as defined below, of the OID on such Grantor Trust Certificate for each day on  
which it owns such Certificate, including the date of purchase but excluding the
date of disposition. In the case of an original owner, the daily portions of OID
with respect to each component generally will be determined as set forth under  
the OID Regulations. A calculation will be made by the Master Servicer or such  
other entity specified in the related Prospectus Supplement of the portion of   
OID that accrues during each successive monthly accrual period (or shorter      
period from the date of original issue) that ends on the day in the calendar    
year corresponding to each of the Distribution Dates on the Grantor Trust       
Certificates (or the day prior to each such date). This will be done, in the    
case of each full month accrual period, by:                                     

(i)    adding                                                       

          (a)   the present value at the end of the accrual period (determined
                 by using as a discount factor the original yield to maturity of
              the respective component under the Prepayment Assumption) of
            all remaining payments to be received under the Prepayment
Assumption on the respective component and    

           (b)   any payments included in the state redemption price at maturity
received during such accrual period, and      

(ii)   subtracting from that total the "adjusted issue price" of the
       respective component at the beginning of such accrual period.

    The adjusted issue price of a Grantor Trust Certificate at the beginning
of the first accrual period is its issue price; the adjusted issue price of a   
Grantor Trust 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 a payment of qualified stated interest made at 
the end of or during that accrual period. The OID accruing during such 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.                                                              

 OID generally must be reported as ordinary gross income as it accrues
under a constant interest method that takes into account the compounding of     
interest as it accrues rather than when received. However, the amount of OID    
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 OID, less prior      
payments of principal. Accordingly, if such Mortgage Loans acquired by a        
Certificateholder are purchased at a price equal to the then unpaid principal   
amount of such Mortgage Loan, no OID attributable to the difference between the 
issue price and the original principal amount of such Mortgage Loan (i.e.       
points) will be includible by such holder. Other OID on the Mortgage Loans      
(e.g., that arising from a "teaser" rate) would still need to be accrued.       

 c.     Grantor Trust Certificates Representing Interests in ARM Loans

    The OID Regulations do not address the treatment of instruments, such as
the Grantor Trust Certificates, which represent interests in ARM Loans.         
Additionally, the IRS has not issued guidance under the Code's coupon stripping 
rules with respect to such instruments. In the absence of any authority, the    
Master Servicer will report OID on Grantor Trust Certificates attributable to   
ARM Loans ("Stripped ARM Obligations") to holders in a manner it believes is    
consistent with the rules described above under the heading "--Grantor Trust    
Certificates Representing Interests in Loans Other Than ARM Loans" and with the 
OID Regulations. In general, application of these rules may require inclusion of
income on a Stripped ARM Obligation in advance of the receipt of cash           
attributable to such income. Further, the addition of interest deferred by      
reason of negative amortization ("Deferred Interest") to the principal balance  
of an ARM Loan may require the inclusion of such amount in the income of the    
Grantor Trust Certificateholder when such amount accrues. Furthermore, the      
addition of Deferred Interest to the                                            
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Grantor Trust Certificate's principal balance will result in additional income  
(including possibly OID income) to the Grantor Trust Certificateholder over the 
remaining life of such Grantor Trust Certificates.                              

     Because the treatment of Stripped ARM Obligations is uncertain, investors
are urged to consult their tax advisors regarding how income will be includible 
with respect to such Certificates.                                              

3.     Sale or Exchange of a Grantor Trust Certificate              

      Sale or exchange of a Grantor Trust Certificate prior to its maturity will
result in gain or loss equal to the difference, if any, between the amount      
received and the owner's adjusted basis in the Grantor Trust Certificate. Such  
adjusted basis generally will equal the seller's purchase price for the Grantor 
Trust Certificate, increased by the OID included in the seller's gross income   
with respect to the Grantor Trust Certificate, and reduced by principal payments
on the Grantor Trust Certificate previously received by the seller. Such gain or
loss will be capital gain or loss to an owner for which a Grantor Trust         
Certificate is a "capital asset" within the meaning of Code Section 1221, and   
will be long-term or short-term depending on whether the Grantor Trust          
Certificate has been owned for the long-term capital gain holding period        
(generally more than one year). Long-term capital gains of non-corporate        
taxpayers are subject to reduced maximum rates while short-term capital gains   
are taxable at ordinary rates. The use of capital losses is subject to          
limitations.                                                                    

      Prospective investors should consult their own tax advisors concerning the
treatment of capital gains.                                                     

     Grantor Trust 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 Grantor Trust Certificate by a bank or a thrift institution to which such  
section applies will be treated as ordinary income or loss.                     

4.     Non-U.S. Persons                                             

Generally, to the extent that a Grantor Trust Certificate evidences 
ownership in underlying Mortgage Loans that were issued on or before July 18,   
1984, interest or OID paid by the person required to withhold tax under Code    
Section 1441 or 1442 to (i) an owner that is not a U.S. Person or (ii) a Grantor
Trust Certificateholder holding on behalf of an owner that is not a U.S. Person 
will be subject to federal income tax, collected by withholding, at a rate of   
30% or such lower rate as may be provided for interest by an applicable tax     
treaty. Accrued OID recognized by the owner on the sale or exchange of such a   
Grantor Trust Certificate also will be subject to federal income tax at the same
rate. Generally, such payments would not be subject to withholding to the extent
that a Grantor Trust Certificate evidences ownership in Mortgage Loans issued   
after July 18, 1984, by natural persons if such Grantor Trust Certificateholder 
complies with certain identification requirements (including delivery of a      
statement, signed by the Grantor Trust Certificateholder under penalties of     
perjury, certifying that such Grantor Trust Certificateholder is not a U.S.     
Person and providing the name and address of such Grantor Trust                 
Certificateholder). Additional restrictions apply to Mortgage Loans where the   
mortgagor is not a natural person in order to qualify for the exemption from    
withholding.                                                                    

5.     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 such year, such information as may be      
deemed necessary or desirable to assist Certificateholders in preparing their   
federal income tax returns, or to enable holders to make such information       
available to beneficial owners or financial intermediaries that hold such       
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 such 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 on account of backup withholding from a           
distribution to a recipient would be                                            

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allowed as a credit against such recipient's federal income tax liability. The  
backup withholding rate is currently 28%. This rate is scheduled to adjust for  
tax years after 2010.                                                           

NEW WITHHOLDING REGULATIONS                                                     

On January 1, 2001 new regulations (the "New Regulations") became   
effective (subject to certain transition rules) which make certain modifications
to the withholding, backup withholding and information reporting rules described
above. The New Regulations attempt to unify certification requirements and      
modify reliance standards. Prospective investors are urged to consult their own 
tax advisors regarding the New Regulations.                                     

REMICS                                                                          

The Trust Fund relating to a series of Certificates may elect to be 
treated as a REMIC. Qualification as a REMIC requires ongoing compliance with   
certain conditions. Although a REMIC is not generally subject to federal income 
tax (see, however "--Taxation of Owners of REMIC Residual Certificates" and     
"--Prohibited Transactions Tax and Other Taxes" below), if a Trust Fund with    
respect to which a REMIC election is made fails to comply with one or more of   
the ongoing requirements of the Code for REMIC status during any taxable year,  
including the implementation of restrictions on the purchase and transfer of the
residual interests in a REMIC as described below under "Taxation of Owners of   
REMIC Residual Certificates," the Code provides that a Trust Fund will not be   
treated as a REMIC for such year and thereafter. In that event, such 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 in the event of an inadvertent termination of the  
status of a trust fund as a REMIC, no such regulations have been issued. Any    
such 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 such status are not satisfied. With respect to each  
Trust Fund that elects REMIC status, Dechert LLP will deliver its opinion       
generally to the effect that, under then existing law and assuming compliance   
with all provisions of the related Pooling and Servicing Agreement, such Trust  
Fund will qualify as a REMIC, and the related Certificates will be considered to
be regular interests ("REMIC Regular Certificates") or a sole class of residual 
interests ("REMIC Residual Certificates") in the REMIC. The related Prospectus  
Supplement for each series of Certificates will indicate whether the Trust Fund 
will make a REMIC election and whether a class of Certificates will be treated  
as a regular or residual interest in the REMIC.                                 

     In general, with respect to each series of Certificates for which a REMIC
election is made, (i) such 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); (ii) such Certificates held by a real estate       
investment trust will constitute "real estate assets" within the meaning of Code
Section 856(c)(4)(A); and (iii) interest on such 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 the      
foregoing Code sections, the Certificates will be qualifying assets only to the 
extent that the REMIC's assets are qualifying assets. In addition, payments on  
Mortgage Loans held pending distribution on the REMIC Certificates will be      
considered to be real estate assets for purposes of Code Section 856(c). The    
Small Business Job Protection Act of 1996, as part of the repeal of the bad debt
reserve method for thrift institutions, repealed the application of Code Section
593(d) to any taxable year beginning after December 31, 1995.                   

      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 "--Single Class of Grantor Trust Certificates" above.
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                                                  

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the meaning of Code Section 851(b)(3)(A)(ii). REMIC Certificates held by certain
financial institutions will constitute "evidences of indebtedness" within the   
meaning of Code Section 582(c)(1).                                              

  A "qualified mortgage" for REMIC purposes is any obligation (including
certificates of participation in such an obligation) that is principally secured
by an interest in real property and that is transferred to the REMIC within a   
prescribed time period in exchange for regular or residual interests in the     
REMIC. The REMIC Regulations provide that obligations secured by manufactured   
housing that qualify as "single-family residences" within the meaning of Code   
Section 25(e)(10) may be treated as "qualified mortgages" of a REMIC. Under Code
Section 25(e)(10), the term "single-family residence" includes any manufactured 
home which has a minimum of 400 square feet of living space, a minimum width in 
excess of 102 inches and which is of a kind customarily used at a fixed         
location.                                                                       

      Tiered REMIC Structures.  For certain series of Certificates, two separate
elections may be made to treat designated portions of the related Trust Fund as 
REMICs (respectively, the "Subsidiary REMIC" and the "Master REMIC") for federal
income tax purposes. Upon the issuance of any such series of Certificates,      
Dechert LLP, counsel to the Depositor, will deliver its opinion generally to the
effect that, assuming compliance with all provisions of the related Agreement,  
the Master REMIC as well as any Subsidiary REMIC will each qualify as a REMIC,  
and the REMIC Certificates issued by the Master REMIC and the Subsidiary REMIC, 
respectively, will be considered to evidence ownership of REMIC Regular         
Certificates or REMIC Residual Certificates in the related REMIC within the     
meaning of the REMIC provisions.                                                

Only REMIC Certificates, other than the residual interest in the    
Subsidiary REMIC, issued by the Master REMIC will be offered hereunder. The     
Subsidiary REMIC and the Master REMIC will be treated as one REMIC solely for   
purposes of determining whether the REMIC Certificates will be (i) "real estate 
assets" within the meaning of Code Section 856(c)(4)(A); (ii) "loans secured by 
an interest in real property" under Code Section 7701(a)(19)(C); and (iii)      
whether the income on such Certificates is interest described in Code Section   
856(c)(3)(B).                                                                   

1.     Taxation of Owners of REMIC Regular Certificates             

  General.  Except as otherwise stated in this discussion, REMIC 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 REMIC Regular Certificates that otherwise report income    
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.                          

    Original Issue Discount and Premium.  The REMIC Regular Certificates may
be issued with OID. Generally, such OID, if any, will equal the difference      
between the "stated redemption price at maturity" of a REMIC Regular Certificate
and its "issue price." Holders of any class of Certificates issued with OID will
be required to include such OID in gross income for federal income tax purposes 
as it accrues, in accordance with a constant interest method based on the       
compounding of interest as it accrues rather than in accordance with receipt of 
the interest payments. The following discussion is based in part on the OID     
Regulations and in part on the provisions of the 1986 Act. Holders of REMIC     
Regular Certificates (the "REMIC Regular Certificateholders") should be aware,  
however, that the OID Regulations do not adequately address certain issues      
relevant to prepayable securities, such as the REMIC 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 REMIC Regular Certificates and prescribe a method 
for adjusting the amount and rate of accrual of such discount where the actual  
prepayment rate differs from the Prepayment Assumption. Under the Code, the     
Prepayment Assumption must be determined in the manner prescribed by            
regulations, which regulations 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                                                            

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price of such REMIC Regular Certificates. The Prospectus Supplement for each    
series of REMIC 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 REMIC Regular Certificates will prepay at the   
Prepayment Assumption or at any other rate.                                     

  In general, each REMIC 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 REMIC Regular Certificate is the first price at which a substantial amount of 
REMIC Regular Certificates of that class are first sold to the public (excluding
bond houses, brokers, underwriters or wholesalers). If less than a substantial  
amount of a particular class of REMIC Regular Certificates is sold for cash on  
or prior to the date of their initial issuance (the "Closing Date"), the issue  
price for such class will be treated as the fair market value of such class on  
the Closing Date. The issue price of a REMIC Regular Certificate also includes  
the amount paid by an initial Certificateholder for accrued interest that       
relates to a period prior to the issue date of the REMIC Regular Certificate.   
The stated redemption price at maturity of a REMIC Regular Certificate includes 
the original principal amount of the REMIC Regular Certificate, but generally   
will not include distributions of interest if such distributions constitute     
"qualified stated interest." Qualified stated interest generally means interest 
payable at a single fixed rate or qualified variable rate (as described below)  
provided that such interest payments are unconditionally payable at intervals of
one year or less during the entire term of the REMIC 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 REMIC Regular Certificates with respect to which Deferred Interest  
will accrue will not constitute qualified stated interest payments, and the     
stated redemption price at maturity of such REMIC Regular Certificates includes 
all distributions of interest as well as principal thereon.                     

     Where the interval between the issue date and the first Distribution Date
on a REMIC Regular Certificate is longer than the interval between subsequent   
Distribution Dates, the greater of any original issue discount (disregarding the
rate in the first period) and any interest foregone during the first period is  
treated as the amount by which the stated redemption price at maturity of the   
Certificate exceeds its issue price for purposes of the de minimis rule         
described below. The OID Regulations suggest that all interest on a long first  
period REMIC Regular Certificate that is issued with non-de minimis OID, as     
determined under the foregoing rule, will be treated as OID. Where the interval 
between the issue date and the first Distribution Date on a REMIC Regular       
Certificate is shorter than the interval between subsequent Distribution Dates, 
interest due on the first Distribution Date in excess of the amount that accrued
during the first period would be added to the Certificate's stated redemption   
price at maturity. REMIC Regular Certificateholders should consult their own tax
advisors to determine the issue price and stated redemption price at maturity of
a REMIC Regular Certificate.                                                    

 Under the de minimis rule, OID on a REMIC Regular Certificate will be
considered to be zero if such OID is less than 0.25% of the stated redemption   
price at maturity of the REMIC Regular Certificate multiplied by the weighted   
average maturity of the REMIC Regular Certificate. For this purpose, the        
weighted average maturity of the REMIC Regular Certificate is computed as the   
sum of the amounts determined by multiplying the number of full years (i.e.,    
rounding down partial years) from the issue date until each distribution in     
reduction of stated redemption price at maturity is scheduled to be made by a   
fraction, the numerator of which is the amount of each distribution included in 
the stated redemption price at maturity of the REMIC Regular Certificate and the
denominator of which is the stated redemption price at maturity of the REMIC    
Regular Certificate. Although currently unclear, it appears that the schedule of
such distributions should be determined in accordance with the Prepayment       
Assumption. The Prepayment Assumption with respect to a series of REMIC 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 such income will be capital gain if the REMIC Regular Certificate 
is held as a capital asset. However, accrual method holders may elect to accrue 
all de minimis OID as well as market discount under a constant interest method. 

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  The Prospectus Supplement with respect to a Trust Fund may provide for
certain REMIC 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 such REMIC Regular   
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 such REMIC Regular Certificates is the sum of all payments to be    
made on such REMIC Regular Certificates determined under the Prepayment         
Assumption, with the result that such REMIC Regular Certificates would be issued
with OID. The calculation of income in this manner could result in negative     
original issue discount (which delays future accruals of OID rather than being  
immediately deductible) when prepayments on the Mortgage Loans exceed those     
estimated under the Prepayment Assumption. The IRS might contend, however, that 
certain contingent payment rules contained in regulations, with respect to OID, 
should apply to such Certificates. Although such rules are not applicable to    
instruments governed by Code Section 1272(a)(6), they represent the only        
guidance regarding the current views of the IRS with respect to contingent      
payment instruments. In the alternative, the IRS could assert that the stated   
redemption price at maturity of such REMIC Regular Certificates should be       
limited to their principal amount (subject to the discussion below under        
"--Accrued Interest Certificates"), so that such REMIC Regular Certificates     
would be considered for federal income tax purposes to be issued at a premium.  
If such a position were to prevail, the rules described below under "--Taxation 
of Owners of REMIC Regular Certificates--Premium" would apply. It is unclear    
when a loss may be claimed for any unrecovered basis for a Super-Premium        
Certificate. It is possible that a holder of a Super-Premium Certificate may    
only claim a loss when its remaining basis exceeds the maximum amount of future 
payments, assuming no further prepayments or when the final payment is received 
with respect to such Super-Premium Certificate.                                 

Under the REMIC Regulations, if the issue price of a REMIC Regular  
Certificate (other than a REMIC Regular Certificate based on a notional amount) 
does not exceed 125% of its actual principal amount, the interest rate is not   
considered disproportionately high. Accordingly, such REMIC Regular Certificate 
generally should not be treated as a Super-Premium Certificate and the rules    
described below under "--Taxation of Owners of REMIC Regular                    
Certificates--Premium" should apply. However, it is possible that holders of    
REMIC Regular Certificates issued at a premium, even if the premium is less than
25% of such 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 such  
premium.                                                                        

     Generally, a REMIC Regular Certificateholder must include in gross income
the "daily portions," as determined below, of the OID that accrues on a REMIC   
Regular Certificate for each day a Certificateholder holds the REMIC Regular    
Certificate, including the purchase date but excluding the disposition date. In 
the case of an original holder of a REMIC Regular Certificate, a calculation    
will be made of the portion of the OID that accrues during each successive      
period ("an accrual period") that ends on the day in the calendar year          
corresponding to a Distribution Date (or if Distribution Dates are on the first 
day or first business day of the immediately preceding month, interest may be   
treated as payable on the last day of the immediately preceding month) and      
begins on the day after the end of the immediately preceding accrual period (or 
on the issue date in the case of the first accrual period). This will be done,  
in the case of each full accrual period, by:                                    

(i)   adding                                                      

          (a)   the present value at the end of the accrual period (determined
                 by using as a discount factor the original yield to maturity of
        the REMIC Regular Certificates as calculated under the
                 Prepayment Assumption) of all remaining payments to be received
        on the REMIC Regular Certificates under the Prepayment
Assumption, and                               

   (b)   any payments included in the stated redemption price at
   maturity received during such accrual period, and

    (ii)   subtracting from that total the adjusted issue price of the REMIC
       Regular Certificates at the beginning of such accrual period.
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The adjusted issue price of a REMIC Regular Certificate at the beginning of the 
first accrual period is its issue price; the adjusted issue price of a REMIC    
Regular Certificate at the beginning of a subsequent accrual period is the      
adjusted issue price at the beginning of the immediately preceding accrual      
period plus the amount of OID allocable to that accrual period and reduced by   
the amount of any payment other than a payment of qualified stated interest made
at the end of or during that accrual period. The OID accrued during an accrual  
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the accrual period. The calculation of OID 
under the method described above will cause the accrual of OID to either        
increase or decrease (but never below zero) in a given accrual period to reflect
the fact that prepayments are occurring faster or slower than under the         
Prepayment Assumption. With respect to an initial accrual period shorter than a 
full accrual period, the daily portions of OID may be determined according to an
appropriate allocation under any reasonable method.                             

     A subsequent purchaser of a REMIC Regular Certificate issued with OID who
purchases the REMIC 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 REMIC Regular Certificate. In      
computing the daily portions of OID for such a purchaser (as well as an initial 
purchaser that purchases at a price higher than the adjusted issue price but    
less than the stated redemption price at maturity), however, the daily portion  
is reduced by the amount that would be the daily portion for such day (computed 
in accordance with the rules set forth above) multiplied by a fraction, the     
numerator of which is the amount, if any, by which the price paid by such holder
for that REMIC Regular Certificate exceeds the following amount:                

  (a)   the sum of the issue price plus the aggregate amount of OID that
           would have been includible in the gross income of an original REMIC
  Regular Certificateholder (who purchased the REMIC Regular
Certificate at its issue price), less                   

(b)   any prior payments included in the stated redemption price at 
      maturity, and the denominator of which is the sum of the daily
          portions for that REMIC Regular Certificate for all days beginning
           on the date after the purchase date and ending on the maturity date
      computed under the Prepayment Assumption. A holder who pays an
           acquisition premium instead may elect to accrue OID by treating the
purchase as a purchase at original issue.               

     Variable Rate REMIC Regular Certificates.  REMIC Regular Certificates may
provide for interest based on a variable rate. Interest based on a variable rate
will constitute qualified stated interest and not contingent interest if,       
generally,                                                                      

(i)    such interest is unconditionally payable at least annually,  

    (ii)    the issue price of the debt instrument does not exceed the total
noncontingent principal payments, and               

   (iii)   interest is based on a "qualified floating rate," an "objective
       rate," a combination of a single fixed rate and one or more
              "qualified floating rates," one "qualified inverse floating rate,"
              or a combination of "qualified floating rates" that do not operate
         in a manner that significantly accelerates or defers interest
payments on such REMIC Regular Certificate.         

   The amount of OID with respect to a REMIC Regular Certificate bearing a
variable rate of interest will accrue in the manner described above under       
"--Original Issue Discount and Premium" by assuming generally that the index    
used for the variable rate will remain fixed throughout the term of the         
Certificate. Appropriate adjustments are made for the actual variable rate.     

     Although unclear at present, the Depositor intends to treat interest on a
REMIC Regular Certificate that is a weighted average of the net interest rates  
on Mortgage Loans as qualified stated interest. In such case, the weighted      
average rate used to compute the initial pass-through rate on the REMIC Regular 
Certificates will be deemed to be the index in effect through the life of the   
REMIC Regular Certificates. It is possible, however, that the IRS may treat some
or all of the interest on REMIC                                                 

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Regular Certificates with a weighted average rate as taxable under the rules    
relating to obligations providing for contingent payments. Such treatment may   
effect the timing of income accruals on such REMIC Regular Certificates.        

Election to Treat All Interest as OID. The OID Regulations permit a 
Certificateholder to elect to accrue all interest, discount (including de       
minimis market or original issue discount) and premium in income as interest,   
based on a constant yield method. If such an election were to be made with      
respect to a REMIC Regular Certificate with market discount, the                
Certificateholder would be deemed to have made an election to include in income 
currently market discount with respect to all other debt instruments having     
market discount that such Certificateholder acquires during the year of the     
election and thereafter. Similarly, a Certificateholder that makes this election
for a Certificate that is acquired at a premium will be deemed to have made an  
election to amortize bond premium with respect to all debt instruments having   
amortizable bond premium that such Certificateholder owns or acquires. See      
"--Taxation of Owners of REMIC Regular Certificates--Premium" herein. The       
election to accrue interest, discount and premium on a constant yield method    
with respect to a Certificate is irrevocable.                                   

    Market Discount.  A purchaser of a REMIC 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                                                              

     (i)    the REMIC Regular Certificate's stated principal amount or, in the
          case of a REMIC Regular Certificate with OID, the adjusted issue
    price (determined for this purpose as if the purchaser had
           purchased such REMIC Regular Certificate from an original holder)
over                                                  

      (ii)   the price for such REMIC Regular Certificate paid by the purchaser.

      A Certificateholder that purchases a REMIC Regular Certificate at a market
discount will recognize income upon receipt of each distribution representing   
amounts included in such certificate's stated redemption price at maturity. In  
particular, under Code Section 1276 such a holder generally will be required to 
allocate each such 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, such election will apply to all market discount bonds       
acquired by such Certificateholder on or after the first day of the first       
taxable year to which such election applies.                                    

Market discount with respect to a REMIC Regular Certificate will be 
considered to be zero if the amount allocable to the REMIC Regular Certificate  
is less than 0.25% of such REMIC Regular Certificate's stated redemption price  
at maturity multiplied by such REMIC Regular Certificate's weighted average     
maturity remaining after the date of purchase. If market discount on a REMIC    
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 
REMIC Regular Certificate, and gain equal to such allocated amount will be      
recognized when the corresponding principal payment is made. Treasury           
regulations implementing the market discount rules have not yet been issued;    
therefore, investors should consult their own tax advisors regarding the        
application of these rules and the advisability of making any of the elections  
allowed under Code Sections 1276 through 1278.                                  

     The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired  
by the taxpayer after October 22, 1986, shall be treated as ordinary income to  
the extent that it does not exceed the accrued market discount at the time of   
such payment. The amount of accrued market discount for purposes of determining 
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.     

The Code also grants authority to the Treasury Department to issue  
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
Until such time as 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                                               
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market discount either on the basis of a constant interest method rate or       
according to one of the following methods. For REMIC Regular Certificates issued
with OID, the amount of market discount that accrues during a period is equal to
the product of:                                                                 

(i)    the total remaining market discount and                      

    (ii)   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 REMIC Regular Certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of:                        

(a)   the total remaining market discount and                       

     (b)   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 REMIC Regular Certificates) that provide   
for payments that may be accelerated by reason of prepayments of other          
obligations securing such instruments, the same Prepayment Assumption applicable
to calculating the accrual of OID will apply.                                   

  A holder who acquired a REMIC Regular Certificate at a market discount
also may be required to defer a portion of its interest deductions for the      
taxable year attributable to any indebtedness incurred or continued to purchase 
or carry such Certificate purchased with market discount. For these purposes,   
the de minimis rule referred to above applies. Any such deferred interest       
expense would not exceed the market discount that accrues during such taxable   
year and is, in general, allowed as a deduction not later than the year in which
such market discount is includible in income. If such holder elects to include  
market discount in income currently as it accrues on all market discount        
instruments acquired by such holder in that taxable year or thereafter, the     
interest deferral rule described above will not apply.                          

   Premium.  A purchaser of a REMIC Regular Certificate that purchases the
REMIC 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 REMIC Regular Certificate at a premium and may 
elect to amortize such premium under a constant yield method. A                 
Certificateholder that makes this election for a Certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with 
respect to all debt instruments having amortizable bond premium that such       
Certificateholder acquires during the year of the election or thereafter. It is 
not clear whether the Prepayment Assumption would be taken into account in      
determining the life of the REMIC Regular Certificate for this purpose. However,
the Legislative History states that the same rules that apply to accrual of     
market discount (which rules require use of a Prepayment Assumption in accruing 
market discount with respect to REMIC Regular Certificates without regard to    
whether such 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 such REMIC Regular Certificates and    
will be applied as an offset against such interest payment. On December 30,     
1997, the IRS issued final regulations (the "Amortizable Bond Premium           
Regulations") dealing with amortizable bond premium. These regulations          
specifically do not apply to prepayable debt instruments subject to Code Section
1272(a)(6). Absent further guidance from the IRS the Trust intends to account   
for amortizable bond premium in the manner described above. Certificateholders  
should consult their tax advisors regarding the possibility of making an        
election to amortize any such bond premium.                                     

 Deferred Interest.  Certain classes of REMIC Regular Certificates may
provide for the accrual of Deferred Interest with respect to one or more ARM    
Loans. Any Deferred Interest that accrues with respect to a class of REMIC      
Regular Certificates will constitute income to the holders of such Certificates 
prior to the time distributions of cash with respect to such Deferred Interest  
are made. It is unclear, under the OID Regulations, whether any of the interest 
on such Certificates will constitute qualified stated                           

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interest or whether all or a portion of the interest payable on such            
Certificates must be included in the stated redemption price at maturity of the 
Certificates and accounted for as OID (which could accelerate such inclusion).  
Interest on REMIC Regular Certificates must in any event be accounted for under 
an accrual method by the holders of such Certificates and, therefore, applying  
the latter analysis may result only in a slight difference in the timing of the 
inclusion in income of interest on such REMIC Regular Certificates.             

      Effects of Defaults and Delinquencies.  Certain series of Certificates may
contain one or more classes of Subordinated Certificates, and in the event there
are defaults or delinquencies on the Mortgage Loans, amounts that would         
otherwise be distributed on the Subordinated Certificates may instead be        
distributed on the Senior Certificates. Subordinated Certificateholders         
nevertheless will be required to report income with respect to such Certificates
under an accrual method without giving effect to delays and reductions in       
distributions on such Subordinated Certificates attributable to defaults and    
delinquencies on the Mortgage Loans, except to the extent that it can be        
established that such 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 such 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. Timing and characterization of such    
losses is discussed in "--Taxation of Owners of REMIC Regular                   
Certificates--Treatment of Realized Losses" below.                              

  Sale, Exchange or Redemption.  If a REMIC 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 REMIC Regular Certificate.    
Such adjusted basis generally will equal the cost of the REMIC Regular          
Certificate to the seller, increased by any OID and market discount included in 
the seller's gross income with respect to the REMIC Regular Certificate, and    
reduced (but not below zero) by payments included in the stated redemption price
at maturity previously received by the seller and by any amortized premium.     
Similarly, a holder who receives a payment that is part of the stated redemption
price at maturity of a REMIC Regular Certificate will recognize gain equal to   
the excess, if any, of the amount of the payment over the holder's adjusted     
basis in the REMIC Regular Certificate. A REMIC Regular Certificateholder who   
receives a final payment that is less than the holder's adjusted basis in the   
REMIC Regular Certificate will generally recognize a loss. Except as provided in
the following paragraph and as provided under "--Market Discount" above, any    
such gain or loss will be capital gain or loss, provided that the REMIC Regular 
Certificate is held as a "capital asset" (generally, property held for          
investment) within the meaning of Code Section 1221. Such gain or loss generally
will be long-term capital gain or loss if the Note were held for more than one  
year. Long-term capital gains of non-corporate taxpayers are subject to reduced 
maximum rates while short-term capital gains are taxable at ordinary rates. The 
use of capital losses is subject to limitations. Prospective investors should   
consult their own tax advisors concerning the treatment of capital gains.       

  Gain from the sale or other disposition of a REMIC Regular Certificate
that might otherwise be capital gain will be treated as ordinary income to the  
extent that such gain does not exceed the excess, if any, of (i) the amount that
would have been includible in such holder's income with respect to the REMIC    
Regular Certificate had income accrued thereon at a rate equal to 110% of the   
AFR as defined in Code Section 1274(d) determined as of the date of purchase of 
such REMIC Regular Certificate, over (ii) the amount actually includible in such
holder's income.                                                                

      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 REMIC
Regular Certificate by a bank or a thrift institution to which such section     
applies will be ordinary income or loss.                                        

      The REMIC Regular Certificate information reports will include a statement
of the adjusted issue price of the REMIC 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               

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secondary trading of REMIC Regular Certificates. Because exact computation of   
the accrual of market discount on a constant yield method would require         
information relating to the holder's purchase price which the REMIC may not     
have, it appears that the information reports will only require information     
pertaining to the appropriate proportionate method of accruing market discount. 

     Accrued Interest Certificates.  Certain of the REMIC Regular Certificates
("Payment Lag Certificates") may provide for payments of interest based on a    
period that corresponds to the interval between Distribution Dates but that ends
prior to each such Distribution Date. The period between the Closing Date for   
Payment Lag Certificates and their first Distribution Date may or may not exceed
such interval. Purchasers of Payment Lag Certificates for which the period      
between the Closing Date and the first Distribution Date does not exceed such   
interval could pay upon purchase of the REMIC Regular Certificates accrued      
interest in excess of the accrued interest that would be paid if the interest   
paid on the Distribution Date were interest accrued from Distribution Date to   
Distribution Date. If a portion of the initial purchase price of a REMIC Regular
Certificate is allocable to interest that has accrued prior to the issue date   
("pre-issuance accrued interest") and the REMIC Regular Certificate provides for
a payment of stated interest on the first payment date (and the first payment   
date is within one year of the issue date) that equals or exceeds the amount of 
the pre-issuance accrued interest, then the REMIC Regular Certificates' issue   
price may be computed by subtracting from the issue price the amount of         
pre-issuance accrued interest, rather than as an amount payable on the REMIC    
Regular Certificate. However, it is unclear under this method how the OID       
Regulations treat interest on Payment Lag Certificates. Therefore, in the case  
of a Payment Lag Certificate, the Trust Fund intends to include accrued interest
in the issue price and report interest payments made on the first Distribution  
Date as interest to the extent such payments represent interest for the number  
of days that the Certificateholder has held such Payment Lag Certificate during 
the first accrual period.                                                       

    Investors should consult their own tax advisors concerning the treatment
for federal income tax purposes of Payment Lag Certificates.                    

      Non-Interest Expenses of the REMIC.  Under temporary Treasury regulations,
if the REMIC is considered to be a "single-class REMIC," a portion of the       
REMIC's servicing, administrative and other non-interest expenses will be       
allocated as a separate item to those REMIC Regular Certificateholders that are 
"pass-through interest holders." Certificateholders that are pass-through       
interest holders should consult their own tax advisors about the impact of these
rules on an investment in the REMIC Regular Certificates. See "Taxation of      
Owners of REMIC Residual Certificates--Pass-Through Non-Interest Expenses of the
REMIC" below.                                                                   

  Treatment of Realized Losses.  Although not entirely clear, it appears
that holders of REMIC 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 any such 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 any such Certificates becoming  
wholly worthless. Although the matter is not entirely clear, non-corporate      
holders of Certificates may be allowed a bad debt deduction at such time that   
the principal balance of any such Certificate is reduced to reflect realized    
losses resulting from any liquidated Mortgage Loans. The Internal Revenue       
Service, however, could take the position that non-corporate holders will be    
allowed a bad debt deduction to reflect realized losses only after all Mortgage 
Loans remaining in the related Trust Fund have been liquidated or the           
Certificates of the related series have been otherwise retired. Potential       
investors and holders of the Certificates are urged to consult their own tax    
advisors regarding the appropriate timing, amount and character of any loss     
sustained with respect to such Certificates, including any loss resulting from  
the failure to recover previously accrued interest or discount income. Special  
loss rules are applicable to banks and thrift institutions, including rules     
regarding reserves for bad debts. Such taxpayers are advised to consult their   
tax advisors regarding the treatment of losses on Certificates.                 

     Non-U.S. Persons.  Generally, payments of interest (including any payment
with respect to accrued OID) on the REMIC Regular Certificates to a REMIC       
Regular Certificateholder who is not a                                          

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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 (i) such REMIC Regular        
Certificateholder does not actually or constructively own 10 percent or more of 
the combined voting power of all classes of equity in the Issuer; (ii) such     
REMIC Regular Certificateholder is not a controlled foreign corporation (within 
the meaning of Code Section 957) related to the Issuer; and (iii) such REMIC    
Regular Certificateholder complies with certain identification requirements     
(including delivery of a statement, signed by the REMIC Regular                 
Certificateholder under penalties of perjury, certifying that such REMIC Regular
Certificateholder is a foreign person and providing the name and address of such
REMIC Regular Certificateholder). If a REMIC Regular Certificateholder is not   
exempt from withholding, distributions of interest to such holder, including    
distributions in respect of accrued OID, may be subject to a 30% withholding    
tax, subject to reduction under any applicable tax treaty.                      

      Further, a REMIC Regular Certificate will not be included in the estate of
a non-resident alien individual and will not be subject to United States estate 
taxes; provided that the REMIC Regular Certificate is not held in connection    
with the conduct of a United States trade or business. However,                 
Certificateholders who are non-resident alien individuals should consult their  
tax advisors concerning this question.                                          

 REMIC Regular Certificateholders who are not U.S. Persons and persons
related to such holders should not acquire any REMIC Residual Certificates, and 
holders of REMIC Residual Certificates (the "REMIC Residual Certificateholder") 
and persons related to REMIC Residual Certificateholders should not acquire any 
REMIC 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 REMIC Regular Certificateholder at any  
time during such year, such information as may be deemed necessary or desirable 
to assist REMIC Regular Certificateholders in preparing their federal income tax
returns, or to enable holders to make such information available to beneficial  
owners or financial intermediaries that hold such REMIC 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 such 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 on account of backup withholding
would be allowed as a credit against such recipient's federal income tax        
liability.                                                                      

New Withholding Regulations.  On January 1, 2001 the New Regulations
became effective (subject to certain transition rules) which make certain       
modifications to the withholding, backup withholding and information reporting  
rules described above. The New Regulations attempt to unify certification       
requirements and modify reliance standards. Prospective investors are urged to  
consult their own tax advisors regarding the New Regulations.                   

2.     Taxation of Owners of REMIC Residual Certificates            

Allocation of the Income of the REMIC to the REMIC 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 Tax and Other Taxes" below. Instead, each        
original holder of a REMIC 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 such holder owns any REMIC  
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. Such a holder's share of the taxable
income of the REMIC for each day will be based on the portion of the outstanding
REMIC Residual Certificates that such 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 REMIC Residual Certificates without regard to the     
timing or amounts of cash distributions by                                      
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the REMIC. Ordinary income derived from REMIC 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
REMIC Residual Certificates will be subject to tax rules, described below, that 
differ from those that would apply if the REMIC Residual Certificates were      
treated for federal income tax purposes as direct ownership interests in the    
Certificates or as debt instruments issued by the REMIC.                        

 A REMIC Residual Certificateholder may be required to include taxable
income from the REMIC Residual Certificate in excess of the cash distributed.   
For example, a structure where principal distributions are made serially on     
regular interests (that is, a fast-pay, slow-pay structure) may generate such a 
mismatching of income and cash distributions (that is, "phantom income"). This  
mismatching may be caused by the use of certain required tax accounting methods 
by the REMIC, variations in the prepayment rate of the underlying Mortgage Loans
and certain other factors. Depending upon the structure of a particular         
transaction, the aforementioned factors may significantly reduce the after-tax  
yield of a REMIC Residual Certificate to a REMIC Residual Certificateholder.    
Investors should consult their own tax advisors concerning the federal income   
tax treatment of a REMIC Residual Certificate and the impact of such tax        
treatment on the after-tax yield of a REMIC Residual Certificate.               

 A subsequent REMIC 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 such REMIC Residual Certificateholder owns
such REMIC Residual Certificate. Those daily amounts generally would equal the  
amounts that would have been reported for the same days by an original REMIC    
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 REMIC Residual Certificate that purchased
such REMIC Residual Certificate at a price greater than (or less than) the      
adjusted basis such REMIC Residual Certificate would have in the hands of an    
original REMIC Residual Certificateholder. See "--Sale or Exchange of REMIC     
Residual Certificates" below. It is not clear, however, whether such adjustments
will in fact be permitted or required and, if so, how they would be made. The   
REMIC Regulations do not provide for any such adjustments.                      

Taxable Income of the REMIC Attributable to Residual Interests.  The
taxable income of the REMIC will reflect a netting of (i) the income from the   
Mortgage Loans and the REMIC's other assets and (ii) the deductions allowed to  
the REMIC for interest and OID on the REMIC Regular Certificates and, except as 
described above under "--Taxation of Owners of REMIC 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:                            

      (i)    the limitations on deductibility of investment interest expense and
expenses for the production of income do not apply,   

(ii)    all bad loans will be deductible as business bad debts, and 

(iii)   organizational expenses are not deductible.                 

The REMIC's gross income includes interest, original issue discount 
income, and market discount income, if any, on the Mortgage Loans, reduced by   
amortization of any premium on the Mortgage Loans, plus income on reinvestment  
of cash flows and reserve assets, plus any cancellation of indebtedness income  
upon allocation of realized losses to the REMIC Regular Certificates. Note that 
the timing of cancellation of indebtedness income recognized by REMIC Residual  
Certificateholders resulting from defaults and delinquencies on Mortgage Loans  
may differ from the time of the actual loss on the Mortgage Loan. The REMIC's   
deductions include interest and original issue discount expense on the REMIC    
Regular Certificates, servicing fees on the Mortgage Loans, other administrative
expenses of the REMIC and realized losses on the Mortgage Loans. The requirement
that REMIC Residual Certificateholders report their pro rata share of taxable   
income or net loss of the REMIC will continue until there are no Certificates of
any class of the related series outstanding.                                    

  For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices  
of the REMIC Regular Certificates and the REMIC                                 
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Residual Certificates (or, if a class of Certificates is not sold initially, its
fair market value). Such aggregate basis will be allocated among the Mortgage   
Loans and other assets of the REMIC in proportion to their respective fair      
market value. A Mortgage Loan will be deemed to have been acquired with discount
or premium to the extent that the REMIC's basis therein is less than or greater 
than its principal balance, respectively. Any such 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 such income, under a method      
similar to the method described above for accruing OID on the REMIC 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 such       
election applies would be amortized under a constant yield method. It is not    
clear whether the yield of a Mortgage Loan would be calculated for this purpose 
based on scheduled payments or taking account of the Prepayment Assumption.     
Additionally, such an election would not apply to the yield with respect to any 
underlying mortgage loan originated on or before September 27, 1985. Instead,   
premium with respect to such a mortgage loan would be allocated among the       
principal payments thereon and would be deductible by the REMIC as those        
payments become due.                                                            

   The REMIC will be allowed a deduction for interest and OID on the REMIC
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 REMIC    
Regular Certificates except that the 0.25% per annum de minimis rule and        
adjustments for subsequent holders described therein will not apply.            

    A REMIC Residual Certificateholder will not be permitted to amortize the
cost of the REMIC Residual Certificate as an offset to its share of the REMIC's 
taxable income. However, REMIC 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 REMIC Residual Certificates will be     
added to the issue price of the REMIC Regular Certificates in determining the   
REMIC's initial basis in its assets. See "--Sale or Exchange of REMIC Residual  
Certificates" below. For a discussion of possible adjustments to income of a    
subsequent holder of a REMIC Residual Certificate to reflect any difference     
between the actual cost of such REMIC Residual Certificate to such holder and   
the adjusted basis such REMIC Residual Certificate would have in the hands of an
original REMIC Residual Certificateholder, see "--Allocation of the Income of   
the REMIC to the REMIC Residual Certificates" above.                            

     Net Losses of the REMIC.  The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. Such net loss would be 
allocated among the REMIC Residual Certificateholders in the same manner as the 
REMIC's taxable income. The net loss allocable to any REMIC Residual Certificate
will not be deductible by the holder to the extent that such net loss exceeds   
such holder's adjusted basis in such REMIC Residual Certificate. Any net loss   
that is not currently deductible by reason of this limitation may only be used  
by such REMIC Residual Certificateholder to offset its share of the REMIC's     
taxable income in future periods (but not otherwise). The ability of REMIC      
Residual Certificateholders that are individuals or closely held corporations to
deduct net losses may be subject to additional limitations under the Code.      

  Mark to Market Rules. A Residual Certificate acquired after January 3,
1995 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 REMIC Residual Certificates. In the case of a "single class REMIC," however,
the expenses and a matching amount of additional income will be allocated, under
temporary Treasury regulations, among the REMIC Regular Certificateholders and  
the REMIC 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 (i) would qualify, under 
existing Treasury regulations, 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 (ii) is similar to such a trust and 
is structured with the principal purpose of avoiding the single class REMIC     
rules. The expenses of the REMIC will be allocated to holders of the related    
REMIC Residual Certificates in their entirety and not to holders of the related 
REMIC Regular Certificates.                                                     

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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
REMIC Regular Certificate or a REMIC Residual Certificate directly or through a 
pass-through interest holder that is required to pass miscellaneous itemized    
deductions through to its owners or beneficiaries (e.g. a partnership, an S     
corporation or a grantor trust), such expenses will be deductible under Code    
Section 67 only to the extent that such expenses, plus other "miscellaneous     
itemized deductions" of the individual, exceed 2% of such 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 (i) 3% of the excess of the individual's adjusted gross income over the      
Applicable Amount or (ii) 80% of the amount of itemized deductions otherwise    
allowable for the taxable year. This reduction is currently scheduled to be     
phased-out over a five-year period beginning in 2006. The amount of additional  
taxable income recognized by REMIC Residual Certificateholders who are subject  
to the limitations of either Code Section 67 or Code Section 68 may be          
substantial. Further, holders (other than corporations) subject to the          
alternative minimum tax may not deduct miscellaneous itemized deductions in     
determining such holders' alternative minimum taxable income. The REMIC is      
required to report to each pass-through interest holder and to the              

  IRS such 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. REMIC Residual              
Certificateholders that are pass-through interest holders should consult their  
own tax advisors about the impact of these rules on an investment in the REMIC  
Residual Certificates.                                                          

Excess Inclusions.  A portion of the income on a REMIC Residual     
Certificate (referred to in the Code as an "excess inclusion") for any calendar 
quarter will be subject to federal income tax in all events. Thus, for example, 
an excess inclusion (i) may not, except as described below, be offset by any    
unrelated losses, deductions or loss carryovers of a REMIC Residual             
Certificateholder; (ii) will be treated as "unrelated business taxable income"  
within the meaning of Code Section 512 if the REMIC Residual Certificateholder  
is subject to tax only on its unrelated business taxable income (see            
"--Tax-Exempt Investors" below); and (iii) is not eligible for any reduction in 
the rate of withholding tax in the case of a REMIC Residual Certificateholder   
that is a foreign investor. See "--Non-U.S. Persons" below. An exception to the 
excess inclusion rules that applied to thrifts holding certain residuals was    
repealed by the Small Business Tax Act of 1996.                                 

     Except as discussed in the following paragraph, with respect to any REMIC
Residual Certificateholder, the excess inclusions for any calendar quarter is   
the excess, if any, of (i) the income of such REMIC Residual Certificateholder  
for that calendar quarter from its REMIC Residual Certificate over (ii) the sum 
of the "daily accruals" (as defined below) for all days during the calendar     
quarter on which the REMIC Residual Certificateholder holds such REMIC Residual 
Certificate. For this purpose, the daily accruals with respect to a REMIC       
Residual Certificate are determined by allocating to each day in the calendar   
quarter its ratable portion of the product of the "adjusted issue price" (as    
defined below) of the REMIC Residual Certificate at the beginning of the        
calendar quarter and 120 percent of the "Federal long-term rate" in effect at   
the time the REMIC Residual Certificate is issued. For this purpose, the        
"adjusted issue price" of a REMIC Residual Certificate at the beginning of any  
calendar quarter equals the issue price of the REMIC 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 REMIC      
Residual Certificate before the beginning of such 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 any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC    
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    
such trust in proportion to the dividends received by such shareholders from    
such trust, and any amount so allocated will be treated as an                   
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excess inclusion with respect to a REMIC Residual Certificate as if held        
directly by such shareholder. Regulated investment companies, common trust funds
and certain Cooperatives are subject to similar rules.                          

 Fees Paid to Transferee of a REMIC Residual Certificate.  The federal
income tax consequences of any consideration paid to a transferee on a transfer 
of a REMIC Residual Certificate are unclear. Recently issued regulations require
a transferee of a noneconomic residual interest to recognize any fee received to
induce such transferee to become a holder of such interest over a period        
reasonably related to the period during which the applicable REMIC is expected  
to generate taxable income or net loss in a manner that reasonably reflects the 
after-tax costs and benefits (without regard to such fee) of holding such       
interest. The regulations provide two safe harbor methods that would satisfy    
this requirement. Under one method, the fee is recognized in accordance with the
method of accounting, and over the same period, that the taxpayer uses for      
financial reporting purposes, provided that the fee is included in income for   
financial reporting purposes over a period that is not shorter than the period  
during which the applicable REMIC is expected to generate taxable income. Under 
a second method, the fee is recognized ratably over the anticipated weighted    
average life of the applicable REMIC (as determined under applicable Treasury   
regulations) remaining as of the date of acquisition of the noneconomic residual
interest. The IRS may provide additional safe harbor methods in future guidance.
Once a taxpayer adopts a particular method of accounting for such fees, the     
taxpayer generally may not change to a different method without consent of the  
IRS. Under the regulations, if any portion of such a fee has not been recognized
in full by the time the holder of a noneconomic residual interest disposes of   
such interest, then the holder must include the unrecognized portion in income  
at that time. The regulations also provide that such a fee shall be treated as  
income from sources within the United States. Any transferee receiving          
consideration with respect to a REMIC Residual Certificate should consult its   
tax advisors.                                                                   

 Payments.  Any distribution made on a REMIC Residual Certificate to a
REMIC Residual Certificateholder will be treated as a non-taxable return of     
capital to the extent it does not exceed the REMIC Residual Certificateholder's 
adjusted basis in such REMIC Residual Certificate. To the extent a distribution 
exceeds such adjusted basis, it will be treated as gain from the sale of the    
REMIC Residual Certificate.                                                     

 Sale or Exchange of REMIC Residual Certificates.  If a REMIC 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 REMIC Residual Certificate (except that the       
recognition of loss may be limited under the "wash sale" rules described below).
A holder's adjusted basis in a REMIC Residual Certificate generally equals the  
cost of such REMIC Residual Certificate to such REMIC Residual                  
Certificateholder, increased by the taxable income of the REMIC that was        
included in the income of such REMIC Residual Certificateholder with respect to 
such REMIC Residual Certificate, and decreased (but not below zero) by the net  
losses that have been allowed as deductions to such REMIC Residual              
Certificateholder with respect to such REMIC Residual Certificate and by the    
distributions received thereon by such REMIC Residual Certificateholder. In     
general, any such gain or loss will be capital gain or loss provided the REMIC  
Residual Certificate is held as a capital asset. However, REMIC 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 REMIC Residual
Certificate by a bank or thrift institution to which such section applies would 
be ordinary income or loss.                                                     

      Except as provided in Treasury regulations yet to be issued, if the seller
of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or  
acquires any other REMIC Residual Certificate, any residual interest in another 
REMIC or similar interest in a "taxable mortgage pool" (as defined in Code      
Section 7701(i)) during the period beginning six months before, and ending six  
months after, the date of such sale, such sale will be subject to the "wash     
sale" rules of Code Section 1091. In that event, any loss realized by the REMIC 
Residual Certificateholder on the sale will not be deductible, but, instead,    
will increase such REMIC Residual Certificateholder's adjusted basis in the     
newly acquired asset.                                                           

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3.     Prohibited Transactions Tax and Other Taxes                  

    The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions" (the "Prohibited Transactions Tax"). In general, 
subject to certain specified exceptions, a prohibited transaction means the     
disposition of a Mortgage Loan, the receipt of income from a source other than a
Mortgage Loan or certain other permitted investments, the receipt of            
compensation for services, or gain from the disposition of an asset purchased   
with the payments on the Mortgage Loans for temporary investment pending        
distribution on the Certificates. It is not anticipated that the Trust Fund for 
any series of Certificates will engage in any prohibited transactions in which  
it would recognize a material amount of net income.                             

      In addition, certain contributions to a Trust Fund as to which an election
has been made to treat such Trust Fund as a REMIC made after the day on which   
such Trust Fund issues all of its interests 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 such tax.                         

    In addition, a Trust Fund as to which an election has been made to treat
such Trust Fund as a REMIC may also be subject to federal income tax at the     
highest corporate rate on "net income from foreclosure property," determined by 
reference to the rules applicable to real estate investment trusts. "Net income 
from foreclosure property" generally means income from foreclosure property     
other than qualifying income for a real estate investment trust.                

Where any Prohibited Transactions Tax, Contributions Tax, tax on net
income from foreclosure property or state or local income or franchise tax that 
may be imposed on a REMIC relating to any series of Certificates arises out of  
or results from (i) a breach of the related Master Servicer's, Trustee's or     
Asset Seller's obligations, as the case may be, under the related Agreement for 
such series, such tax will be borne by such Master Servicer, Trustee or Asset   
Seller, as the case may be, out of its own funds or (ii) the Asset Seller's     
obligation to repurchase a Mortgage Loan, such tax will be borne by the Asset   
Seller. In the event that such Master Servicer, Trustee or Asset Seller, as the 
case may be, fails to pay or is not required to pay any such tax as provided    
above, such tax will be payable out of the Trust Fund for such series and will  
result in a reduction in amounts available to be distributed to the             
Certificateholders of such series.                                              

4.     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 such adoption is deemed to occur, and  
sells all of its assets (other than cash) within a 90-day period beginning on   
such date, the REMIC will not be subject to any Prohibited Transaction 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 REMIC Residual Certificates within the 90-day period.    

  The REMIC will terminate shortly following the retirement of the REMIC
Regular Certificates. If a REMIC Residual Certificateholder's adjusted basis in 
the REMIC Residual Certificate exceeds the amount of cash distributed to such   
REMIC Residual Certificateholder in final liquidation of its interest, then it  
would appear that the REMIC Residual Certificateholder would be entitled to a   
loss equal to the amount of such excess. It is unclear whether such a loss, if  
allowed, will be a capital loss or an ordinary loss.                            

5.     Administrative Matters                                       

    Solely for the purpose of the administrative provisions of the Code, the
REMIC generally will be treated as a partnership and the REMIC Residual         
Certificateholders will be treated as the partners. Certain information will be 
furnished quarterly to each REMIC Residual Certificateholder who held a REMIC   
Residual Certificate on any day in the previous calendar quarter.               

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   Each REMIC Residual Certificateholder is required to treat items on its
return consistently with their treatment on the REMIC's return, unless the REMIC
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 REMIC 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 such person and other information.                                   

6.     Tax-Exempt Investors                                         

Any REMIC 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 such tax on that portion of the distributions received on a REMIC Residual   
Certificate that is considered an excess inclusion. See "--Taxation of Owners of
REMIC Residual Certificates--Excess Inclusions" above.                          

7.     Residual Certificate Payments--Non-U.S. Persons              

      Amounts paid to REMIC Residual Certificateholders who are not 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 REMIC Residual        
Certificates should qualify as "portfolio interest," subject to the conditions  
described in "--Taxation of Owners of REMIC Regular Certificates--Non U.S.      
Persons" above, but only to the extent that the underlying mortgage loans were  
originated after July 18, 1984. Furthermore, the rate of withholding on any     
income on a REMIC Residual Certificate that is excess inclusion income will not 
be subject to reduction under any applicable tax treaties or the "portfolio     
interest" exemption. See "--Taxation of Owners of REMIC Residual                
Certificates--Excess Inclusions" above. If the portfolio interest exemption is  
unavailable, such amount will be subject to United States withholding tax when  
paid or otherwise distributed (or when the REMIC 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 REMIC Residual Certificates do not have
significant value). See "--Taxation of Owners of REMIC Residual                 
Certificates--Excess Inclusions" above. If the amounts paid to REMIC 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 such      
non-U.S. Person will be subject to U.S. federal income taxation at regular      
graduated rates. For special restrictions on the transfer of REMIC Residual     
Certificates, see "--Tax-Related Restrictions on Transfers of REMIC Residual    
Certificates" below.                                                            

REMIC Regular Certificateholders and persons related to such holders
should not acquire any REMIC Residual Certificates, and REMIC Residual          
Certificateholders and persons related to REMIC Residual Certificateholders     
should not acquire any REMIC Regular Certificates, without consulting their tax 
advisors as to the possible adverse tax consequences of such acquisition.       

TAX-RELATED RESTRICTIONS ON TRANSFERS OF REMIC RESIDUAL CERTIFICATES            

   Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in 
such entity are not held by "disqualified organizations" (as defined below).    
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 (i) an 
amount (as determined under the REMIC Regulations) equal to the present value of
the total anticipated "excess inclusions" with respect to such interest for     
periods after the transfer and (ii) the highest marginal federal income tax rate
applicable to corporations. The tax is imposed on the transferor unless the     
transfer is                                                                     
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through an agent (including a broker or other middleman) for a disqualified     
organization, in which 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 such person an affidavit that the transferee is not a   
disqualified organization and, at the time of the transfer, such person does not
have actual knowledge that the affidavit is false. A "disqualified organization"
means (A) the United States, any State, possession or political subdivision     
thereof, any foreign government, any international organization or any agency or
instrumentality of any of the foregoing (provided that such 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 any    
such governmental agency), (B) any organization (other than certain farmers'    
Cooperatives) generally exempt from federal income taxes unless such            
organization is subject to the tax on "unrelated business taxable income" and   
(C) a rural electric or telephone Cooperative.                                  

    A tax is imposed on a "pass-through entity" (as defined below) 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 such entity. The amount of the tax is equal to the product of (A)   
the amount of excess inclusions for the taxable year allocable to the interest  
held by the disqualified organization and (B) 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 such entity, will be relieved of liability  
for the tax if such record holder furnishes to such entity an affidavit that    
such record holder is not a disqualified organization and, for such period, the 
pass-through entity does not have actual knowledge that the affidavit is false. 
For this purpose, a "pass-through entity" means (i) a regulated investment      
company, real estate investment trust or common trust fund, (ii) a partnership, 
trust or estate and (iii) certain Cooperatives. Except as may be provided in    
Treasury regulations not yet issued, any person holding an interest in a        
pass-through entity as a nominee for another will, with respect to such         
interest, be treated as a pass-through entity. The tax on pass-through entities 
is generally effective for periods after March 31, 1988, except that in the case
of regulated investment companies, real estate investment trusts, common trust  
funds and publicly-traded partnerships the tax shall apply only to taxable years
of such entities beginning after December 31, 1988. Under the Taxpayer Relief   
Act of 1997, large partnerships (generally with 250 or more partners) will be   
taxable on excess inclusion income as if all partners were disqualified         
organizations.                                                                  

   In order to comply with these rules, the Agreement will provide that no
record or beneficial ownership interest in a REMIC Residual Certificate may be  
purchased, transferred or sold, directly or indirectly, unless the Master       
Servicer receives the following: (i) an affidavit from the proposed transferee  
to the effect that it is not a disqualified organization and is not acquiring   
the REMIC Residual Certificate as a nominee or agent for a disqualified         
organization and (ii) 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 REMIC Residual Certificate.                      

     Noneconomic REMIC Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic REMIC Residual   
Certificate unless no significant purpose of the transfer is to impede the      
assessment or collection of tax. If a transfer of a Noneconomic REMIC Residual  
Certificate is disregarded, the transferor would continue to be treated as the  
owner of the REMIC Residual Certificate and would continue to be subject to tax 
on its allocable portion of the net income of the REMIC. A Noneconomic REMIC    
Residual Certificate is any REMIC Residual Certificate (including a REMIC       
Residual Certificate with a positive value at issuance) unless, at the time of  
transfer, taking into account the Prepayment Assumption and any required or     
permitted clean up calls or required liquidation provided for in the REMIC's    
organizational documents, (i) the present value of the expected future          
distributions on the REMIC Residual Certificate at least equals the product of  
the present value of the anticipated excess inclusions and the highest corporate
income tax rate in effect for the year in which the transfer occurs and (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       
significant purpose to impede the assessment or collection of tax exists if the 
transferor, at the time of the transfer, either knew or should                  

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have known that the transferee would be unwilling or unable to pay taxes due on 
its share of the taxable income of the REMIC.                                   

    The Treasury Department recently adopted final regulations setting forth
the requirements of a safe harbor under which a transfer of a noneconomic REMIC 
Residual Certificate is presumed to be a valid transfer that will be respected  
for federal income tax purposes. To be respected under the safe harbor:         

     - the transferor must perform a reasonable investigation of the financial
status of the transferee and determine that the transferee has historically paid
its debts when they become due and find no significant evidence to indicate that
the transferee will not continue to pay its debts as they come due (the         
"reasonable investigation requirement");                                        

    - the transferor must obtain a representation from the transferee to the
effect that the transferee understands that as the holder of the REMIC Residual 
Certificate the transferee may incur tax liabilities in excess of the cash flow 
from the REMIC Residual Certificate and that the transferee intends to pay taxes
associated with holding the Residual Certificate as they become due;            

  - the transferee must represent that it will not cause income from the
REMIC Residual Certificate to be attributable to a foreign permanent            
establishment or fixed base (within the meaning of an applicable income tax     
treaty) of the transferee or another U.S. taxpayer (together with the           
representation described in the preceding bullet point, the "transferee         
representation requirement"); and                                               

    the transfer must satisfy either the "asset test" or the "formula test".

   A transfer satisfies the "asset test" if the following three conditions
are satisfied:                                                                  

  for financial reporting purposes, the transferee's gross assets exceed
$100 million and its net assets exceed $10 million at the time of the transfer  
and at the close of both of the transferee's two preceding fiscal years,        
excluding certain related party obligations and certain assets held with a      
principal purpose of satisfying this requirement;                               

the transferee is a domestic C corporation (other than a tax-exempt 
corporation, regulated investment company, real estate investment trust, REMIC  
or Cooperative) that will not hold the REMIC Residual Certificate through a     
foreign permanent establishment (an "Eligible C Corporation") and agrees in     
writing that any subsequent transfer of the REMIC Residual Certificate will be  
to an Eligible C Corporation and will satisfy the asset test and the other      
requirements for the subsequent transfer to satisfy the safe harbor; and        

a reasonable person would not conclude, based on the facts and      
circumstances known to the transferor (including any payment made to the        
transferee), that the taxes associated with the REMIC Residual Certificate will 
not be paid.                                                                    

      A transfer satisfies the "formula test" if the transfer is not a direct or
indirect transfer of the REMIC Residual Certificate to a foreign permanent      
establishment or fixed based (within the meaning of an applicable income tax    
treaty) of a domestic transferee, and if the present value of the anticipated   
tax liabilities associated with holding the noneconomic REMIC Residual          
Certificate does not exceed the sum of:                                         

     the present value of any consideration given to the transferee to acquire
the interest;                                                                   

   the present value of the expected future distributions on the interest;
and                                                                             

    the present value of the anticipated tax savings associated with holding
the interest as the REMIC generates losses.                                     

   For purposes of the computations under the formula test, the transferee
generally is assumed to pay tax at the highest rate of tax specified in Code    
Section 11(b)(1). However, if the transferee has been subject to the alternative
minimum tax under Code Section 55 in the preceding two years and will compute   
its taxable income in the current year using the alternative minimum tax rate,  
then the tax rate specified in Code Section 55(b)(1)(B) may be used in lieu of  
the highest rate specified in Code                                              
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Section 11(b)(1). Further, present values generally 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. In some situations, satisfaction of the formula test would require  
the transferor of a noneconomic REMIC Residual Certificate to pay more          
consideration to the transferee than would otherwise be the case.               

   All transfers of REMIC Residual Certificates will be subject to certain
restrictions that are intended to reduce the possibility of any such transfer   
being disregarded. Such restrictions will include requirements that (i) the     
transferor represent to the Master Servicer or the Trustee that it has conducted
an investigation of the transferee and made the findings needed to satisfy the  
reasonable investigation requirement, (ii) the proposed transferee provides to  
the Master Servicer or the Trustee the representations needed to satisfy the    
transferee representation requirement and (iii) the proposed transferee agrees  
that it will not transfer the REMIC Residual Certificate to any person unless   
that person agrees to comply with the same restrictions on future transfers.    
Prior to purchasing a REMIC Residual Certificate, prospective purchasers should 
consider the possibility that a purported transfer of such REMIC Residual       
Certificate by such a purchaser to another purchaser at some future date may be 
disregarded in accordance with the foregoing rules, which would result in the   
retention of tax liability by such purchaser.                                   

    Foreign Investors.  The REMIC Regulations provide that the transfer of a
REMIC 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 such transferee's      
income in respect of the REMIC Residual Certificate is effectively connected    
with the conduct of a United Sates trade or business. A REMIC Residual          
Certificate is deemed to have a tax avoidance potential unless, at the time of  
transfer, the transferor reasonably expect that the REMIC will distribute to the
transferee amounts that will equal at least 30 percent of each excess inclusion,
and that such 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 REMIC 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          
provisions in the REMIC Regulations regarding transfers of REMIC Residual       
Certificates that have tax avoidance potential to foreign persons are effective 
for all transfers after June 30, 1992. The Agreement will provide that no record
or beneficial ownership interest in a REMIC Residual Certificate may be         
transferred, directly or indirectly, to a non-U.S. Person unless such person    
provides the Trustee with a duly completed IRS Form W-8ECI.                     

      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 REMIC Residual Certificates are advised to consult     
their own tax advisors with respect to transfers of the REMIC Residual          
Certificates and, in addition, pass-through entities are advised to consult     
their own tax advisors with respect to any tax which may be imposed on a        
pass-through entity.                                                            

TAX CHARACTERIZATION OF A TRUST FUND AS A PARTNERSHIP                           

   Dechert LLP, special counsel to the Depositor, will deliver its opinion
that a Trust Fund for which a partnership election is made will not be an       
association (or publicly traded partnership) taxable as a corporation for       
federal income tax purposes. This opinion will be based on the assumption that  
the terms of the Trust Agreement and related documents will be complied with,   
and on counsel's conclusions that (1) the nature of the income of the Trust Fund
will exempt it from the rule that certain publicly traded partnerships are      
taxable as corporations or (2) the issuance of the Certificates has been        
structured as a private placement under an IRS safe harbor, so that the Trust   
Fund will not be characterized as a publicly traded partnership taxable as a    
corporation.                                                                    

  If the Trust Fund were taxable as a corporation for federal income tax
purposes, the Trust Fund would be subject to corporate income tax on its taxable
income. The Trust Fund's taxable income would include all its income, possibly  
reduced by its interest expense on the Notes. Any such corporate income         

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tax could materially reduce cash available to make payments on the Notes and    
distributions on the Certificates, and Certificateholders could be liable for   
any such tax that is unpaid by the Trust Fund.                                  

1.     Tax Consequences to Holders of the Notes                     

   Treatment of the Notes as Indebtedness.  The Trust Fund will agree, and
the Noteholders will agree by their purchase of Notes, to treat the Notes as    
debt for federal income tax purposes. Special counsel to the Depositor will,    
except as otherwise provided in the related Prospectus Supplement, advise the   
Depositor that the Notes will be classified as debt for federal income tax      
purposes. The discussion below assumes this characterization of the Notes is    
correct.                                                                        

      OID, etc.  The discussion below assumes that all payments on the Notes are
denominated in U.S. dollars. Moreover, the discussion assumes that the interest 
formula for the Notes meets the requirements for "qualified stated interest"    
under the OID regulations, and that any OID on the Notes (i.e., any excess of   
the principal amount of the Notes over their issue price) does not exceed a de  
minimis amount (i.e., 1/4% of their principal amount multiplied by the number of
full years included in their term), all within the meaning of the OID           
regulations. If these conditions are not satisfied with respect to any given    
series of Notes, additional tax considerations with respect to such Notes will  
be disclosed in the related Prospectus Supplement.                              

    Interest Income on the Notes.  Based on the above assumptions, except as
discussed in the following paragraph, the Notes will not be considered issued   
with OID. The stated interest thereon will be taxable to a Noteholder as        
ordinary interest income when received or accrued in accordance with such       
Noteholder's method of tax accounting. Under the OID regulations, a holder of a 
Note issued with a de minimis amount of OID must include such OID in income, on 
a pro rata basis, as principal payments are made on the Note. It is believed    
that any prepayment premium paid as a result of a mandatory redemption will be  
taxable as contingent interest when it becomes fixed and unconditionally        
payable. A purchaser who buys a Note for more or less than its principal amount 
will generally be subject, respectively, to the premium amortization or market  
discount rules of the Code.                                                     

  A holder of a Note that has a fixed maturity date of not more than one
year from the issue date of such Note (a "Short-Term Note") may be subject to   
special rules. An accrual basis holder of a Short-Term Note (and certain cash   
method holders, including regulated investment companies, as set forth in Code  
Section 1281) generally would be required to report interest income as interest 
accrues on a straight-line basis over the term of each interest period. Other   
cash basis holders of a Short-Term Note would, in general, be required to report
interest income as interest is paid (or, if earlier, upon the taxable           
disposition of the Short-Term Note). However, a cash basis holder of a          
Short-Term Note reporting interest income as it is paid may be required to defer
a portion of any interest expense otherwise deductible on indebtedness incurred 
to purchase or carry the Short-Term Note until the taxable disposition of the   
Short-Term Note. A cash basis taxpayer may elect under Code Section 1281 to     
accrue interest income on all nongovernment debt obligations with a term of one 
year or less, in which case the taxpayer would include interest on the          
Short-Term Note in income as it accrues, but would not be subject to the        
interest expense deferral rule referred to in the preceding sentence. Certain   
special rules apply if a Short-Term Note is purchased for more or less than its 
principal amount.                                                               

     Sale or Other Disposition.  If a Noteholder sells a Note, the holder will
recognize gain or loss in an amount equal to the difference between the amount  
realized on the sale and the holder's adjusted tax basis in the Note.           

      The adjusted tax basis of a Note to a particular Noteholder will equal the
holder's cost for the Note, increased by any market discount, acquisition       
discount, OID and gain previously included by such Noteholder in income with    
respect to the Note and decreased by the amount of bond premium (if any)        
previously amortized and by the amount of principal payments previously received
by such Noteholder with respect to such Note. Any such gain or loss will be     
capital gain or loss if the Note was held as a capital asset, except for gain   
representing accrued interest and accrued market discount not previously        
included in income. Capital losses generally may be used only to offset capital 
gains.                                                                          

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     Such gain or loss generally will be long-term capital gain or loss if the
Note were held for more than one year. Long-term capital gains of non-corporate 
taxpayers are subject to reduced maximum rates while short-term capital gains   
are taxable at ordinary rates. The use of capital losses is subject to          
limitations. Prospective investors should consult their own tax advisors        
concerning the treatment of capital gains.                                      

     Foreign Holders.  Interest payments made (or accrued) to a Noteholder who
is a nonresident alien, foreign corporation or other non-United States person (a
"foreign person") generally will be considered "portfolio interest", and        
generally will not be subject to United States federal income tax and           
withholding tax, if the interest is not effectively connected with the conduct  
of a trade or business within the United States by the foreign person and the   
foreign person (i) is not actually or constructively a "10 percent shareholder" 
of the Trust or the Depositor (including a holder of 10% of the outstanding     
Certificates) or a "controlled foreign corporation" with respect to which the   
Trust Fund or the Asset Seller is a "related person" within the meaning of the  
Code and (ii) provides the Owner Trustee or other person who is otherwise       
required to withhold U.S. tax with respect to the Notes with an appropriate     
statement (on Form W-8BEN or a similar form), signed under penalties of perjury,
certifying that the beneficial owner of the Note is a foreign person and        
providing the foreign person's name and address. If a Note 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 a Form W-8BEN or substitute form provided by the foreign person  
that owns the Note. If such interest is not portfolio interest, then it will be 
subject to United States federal income and withholding tax at a rate of 30     
percent, unless reduced or eliminated pursuant to an applicable tax treaty.     

  Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a foreign person will be exempt from United    
States federal income and withholding tax, provided that (i) such gain is not   
effectively connected with the conduct of a trade or business in the United     
States by the foreign person and (ii) in the case of an individual foreign      
person, the foreign person is not present in the United States for 183 days or  
more in the taxable year.                                                       

   Backup Withholding.  Each holder of a Note (other than an exempt holder
such as a corporation, tax-exempt organization, qualified pension and           
profit-sharing trust, individual retirement account or nonresident alien who    
provides certification as to status as a nonresident) will be required to       
provide, under penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a statement that the
holder is not subject to backup withholding. Should a nonexempt Noteholder fail 
to provide the required certification, the Trust Fund will be required to       
withhold a portion of the amount otherwise payable to the holder, and remit the 
withheld amount to the IRS as a credit against the holder's federal income tax  
liability. The backup withholding rate is currently 28%. This rate is scheduled 
to adjust for tax years after 2010.                                             

      Possible Alternative Treatments of the Notes.  If, contrary to the opinion
of special counsel to the Depositor, the IRS successfully asserted that one or  
more of the Notes did not represent debt for federal income tax purposes, the   
Notes might be treated as equity interests in the Trust Fund. If so treated, the
Trust Fund would likely be treated as a publicly traded partnership that would  
not be taxable as a corporation because it would meet certain qualifying income 
tests. Nonetheless, treatment of the Notes as equity interests in such a        
publicly traded partnership could have adverse tax consequences to certain      
holders. For example, income to certain tax-exempt entities (including pension  
funds) would be "unrelated business taxable income", income to foreign holders  
generally would be subject to U.S. tax and U.S. tax return filing and           
withholding requirements, and individual holders might be subject to certain    
limitations on their ability to deduct their share of the Trust Fund's expenses.

2.     Tax Consequences to Holders of the Certificates              

    Treatment of the Trust Fund as a Partnership.  The Depositor will agree,
and the Certificateholders will agree by their purchase of Certificates, to     
treat the Trust Fund as a partnership for purposes of federal and state income  
tax, franchise tax and any other tax measured in whole or in part by income,    
with                                                                            
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the assets of the partnership being the assets held by the Trust Fund, the      
partners of the partnership being the Certificateholders, and the Notes being   
debt of the partnership. However, the proper characterization of the arrangement
involving the Trust Fund, the Certificates, the Notes, the Trust Fund and the   
Master Servicer is not clear because there is no authority on transactions      
closely comparable to that contemplated herein.                                 

 A variety of alternative characterizations are possible. For example,
because the Certificates have certain features characteristic of debt, the      
Certificates might be considered debt of the Trust Fund. Any such               
characterization would not result in materially adverse tax consequences to     
Certificateholders as compared to the consequences from treatment of the        
Certificates as equity in a partnership, described below. The following         
discussion assumes that the Certificates represent equity interests in a        
partnership.                                                                    

Indexed Securities, etc.  The following discussion assumes that all 
payments on the Certificates are denominated in U.S. dollars, none of the       
Certificates are Indexed Securities or Strip Certificates, and that a series of 
Securities includes a single class of Certificates. If these conditions are not 
satisfied with respect to any given series of Certificates, additional tax      
considerations with respect to such Certificates will be disclosed in the       
related Prospectus Supplement.                                                  

Partnership Taxation.  As a partnership, the Trust Fund will not be 
subject to federal income tax. Rather, each Certificateholder will be required  
to separately take into account such holder's allocated share of income, gains, 
losses, deductions and credits of the Trust Fund. The Trust Fund's income will  
consist primarily of interest and finance charges earned on the Mortgage Loans  
(including appropriate adjustments for market discount, OID and bond premium)   
and any gain upon collection or disposition of Mortgage Loans. The Trust Fund's 
deductions will consist primarily of interest accruing with respect to the      
Notes, servicing and other fees, and losses or deductions upon collection or    
disposition of Mortgage Loans.                                                  

      The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the    
Trust Agreement and related documents). The Trust Agreement will provide, in    
general, that the Certificateholders will be allocated taxable income of the    
Trust Fund for each month equal to the sum of (i) the interest that accrues on  
the Certificates in accordance with their terms for such month, including       
interest accruing at the Pass-Through Rate for such month and interest on       
amounts previously due on the Certificates but not yet distributed; (ii) any    
Trust Fund income attributable to discount on the Mortgage Loans that           
corresponds to any excess of the principal amount of the Certificates over their
initial issue price; (iii) prepayment premiums payable to the Certificateholders
for such month; and (iv) any other amounts of income payable to the             
Certificateholders for such month. Such allocation will be reduced by any       
amortization by the Trust Fund of premium on Mortgage Loans that corresponds to 
any excess of the issue price of Certificates over their principal amount. All  
remaining taxable income of the Trust Fund will be allocated to the Company.    
Based on the economic arrangement of the parties, this approach for allocating  
Trust Fund income should be permissible under applicable treasury regulations,  
although no assurance can be given that the IRS would not require a greater     
amount of income to be allocated to Certificateholders. Moreover, even under the
foregoing method of allocation, Certificateholders may be allocated income equal
to the entire Pass-Through Rate plus the other items described above even though
the Trust Fund might not have sufficient cash to make current cash distributions
of such amount. Thus, cash basis holders will in effect be required to report   
income from the Certificates on the accrual basis and Certificateholders may    
become liable for taxes on Trust Fund income even if they have not received cash
from the Trust Fund to pay such taxes. In addition, because tax allocations and 
tax reporting will be done on a uniform basis for all Certificateholders but    
Certificateholders may be purchasing Certificates at different times and at     
different prices Certificateholders may be required to report on their tax      
returns taxable income that is greater or less than the amount reported to them 
by the Trust Fund.                                                              

All of the taxable income allocated to a Certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity     
(including an individual retirement account) will constitute "unrelated business
taxable income" generally taxable to such a holder under the Code.              

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   An individual taxpayer's share of expenses of the Trust Fund (including
fees to the Master Servicer but not interest expense) would be miscellaneous    
itemized deductions. Such deductions might be disallowed to the individual in   
whole or in part and might result in such holder being taxed on an amount of    
income that exceeds the amount of cash actually distributed to such holder over 
the life of the Trust Fund.                                                     

      The Trust Fund intends to make all tax calculations relating to income and
allocations to Certificateholders on an aggregate basis. If the IRS were to     
require that such calculations be made separately for each Mortgage Loan, the   
Trust Fund might be required to incur additional expense but it is believed that
there would not be a material adverse effect on Certificateholders.             

     Discount and Premium.  It is believed that the Loans were not issued with
OID, and, therefore, the Trust should not have OID income. However, the purchase
price paid by the Trust Fund for the Mortgage Loans may be greater or less than 
the remaining principal balance of the Loans at the time of purchase. If so, the
Loan will have been acquired at a premium or discount, as the case may be. (As  
indicated above, the Trust Fund will make this calculation on an aggregate      
basis, but might be required to recompute it on a Mortgage Loan by Mortgage Loan
basis.)                                                                         

 If the Trust Fund acquires the Mortgage Loans at a market discount or
premium, the Trust Fund will elect to include any such discount in income       
currently as it accrues over the life of the Mortgage Loans or to offset any    
such premium against interest income on the Mortgage Loans. As indicated above, 
a portion of such market discount income or premium deduction may be allocated  
to Certificateholders.                                                          

    Section 708 Termination.  Under Code Section 708, the Trust Fund will be
deemed to terminate for federal income tax purposes if 50% or more of the       
capital and profits interests in the Trust Fund are sold or exchanged within a  
12-month period. Pursuant to formal Treasury regulations issued May 8, 1997     
under Code Section 708, if such a termination occurs, the Trust Fund (the "old  
partnership") would be deemed to contribute its assets to a new partnership (the
"new partnership") in exchange for interests in the new partnership. Such       
interests would be deemed distributed to the partners of the old partnership in 
liquidation thereof, which would not constitute a sale or exchange.             

 Disposition of Certificates.  Generally, capital gain or loss will be
recognized on a sale of Certificates in an amount equal to the difference       
between the amount realized and the seller's tax basis in the Certificates sold.
A Certificateholder's tax basis in a Certificate will generally equal the       
holder's cost increased by the holder's share of Trust Fund income (includible  
in income) and decreased by any distributions received with respect to such     
Certificate. In addition, both the tax basis in the Certificates and the amount 
realized on a sale of a Certificate would include the holder's share of the     
Notes and other liabilities of the Trust Fund. A holder acquiring Certificates  
at different prices may be required to maintain a single aggregate adjusted tax 
basis in such Certificates, and, upon sale or other disposition of some of the  
Certificates, allocate a portion of such aggregate tax basis to the Certificates
sold (rather than maintaining a separate tax basis in each Certificate for      
purposes of computing gain or loss on a sale of that Certificate).              

    Any gain on the sale of a Certificate attributable to the holder's share
of unrecognized accrued market discount on the Mortgage Loans would generally be
treated as ordinary income to the holder and would give rise to special tax     
reporting requirements. The Trust Fund does not expect to have any other assets 
that would give rise to such special reporting requirements. Thus, to avoid     
those special reporting requirements, the Trust Fund will elect to include      
market discount in income as it accrues.                                        

  If a Certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions     
described above) over the life of the Certificates that exceeds the aggregate   
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the Certificates.                         

   Allocations Between Transferors and Transferees.  In general, the Trust
Fund's taxable income and losses will be determined monthly and the tax items   
for a particular calendar month will be apportioned among the Certificateholders
in proportion to the principal amount of Certificates owned by them as of the   
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close of the last day of such month. As a result, a holder purchasing           
Certificates may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.               

 The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to         
transfers of less than all of the partner's interest), taxable income or losses 
of the Trust Fund might be reallocated among the Certificateholders. The Trust  
Fund's method of allocation between transferors and transferees may be revised  
to conform to a method permitted by future regulations.                         

  Section 754 Election.  In the event that a Certificateholder sells its
Certificates at a profit (loss), the purchasing Certificateholder will have a   
higher (lower) basis in the Certificates than the selling Certificateholder had.
The tax basis of the Trust Fund's assets will not be adjusted to reflect that   
higher (or lower) basis unless the Trust Fund were to file an election under    
Code Section 754. In order to avoid the administrative complexities that would  
be involved in keeping accurate accounting records, as well as potentially      
onerous information reporting requirements, the Trust Fund will not make such   
election. As a result, Certificateholders might be allocated a greater or lesser
amount of Trust Fund income than would be appropriate based on their own        
purchase price for Certificates.                                                

 Administrative Matters.  The Trustee is required to keep or have kept
complete and accurate books of the Trust Fund. Such books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year of 
the Trust will be the calendar year. The Trustee will file a partnership        
information return (IRS Form 1065) with the IRS for each taxable year of the    
Trust Fund and will report each Certificateholder's allocable share of items of 
Trust Fund income and expense to holders and the IRS on Schedule K-1. The Trust 
Fund will provide the Schedule K-1 information to nominees that fail to provide 
the Trust Fund with the information statement described below and such nominees 
will be required to forward such information to the beneficial owners of the    
Certificates. Generally, holders must file tax returns that are consistent with 
the information return filed by the Trust Fund or be subject to penalties unless
the holder notifies the IRS of all such inconsistencies.                        

    Under Code Section 6031, any person that holds Certificates as a nominee
at any time during a calendar year is required to furnish the Trust Fund with a 
statement containing certain information on the nominee, the beneficial owners  
and the Certificates so held. Such information includes (i) the name, address   
and taxpayer identification number of the nominee and (ii) as to each beneficial
owner (x) the name, address and identification number of such person, (y)       
whether such person is a United States person, a tax-exempt entity or a foreign 
government, an international organization, or any wholly owned agency or        
instrumentality of either of the foregoing, and (z) certain information on      
Certificates that were held, bought or sold on behalf of such person throughout 
the year. In addition, brokers and financial institutions that hold Certificates
through a nominee are required to furnish directly to the Trust Fund information
as to themselves and their ownership of Certificates. A clearing agency         
registered under Section 17A of the Exchange Act is not required to furnish any 
such information statement to the Trust Fund. The information referred to above 
for any calendar year must be furnished to the Trust Fund on or before the      
following January 31. Nominees, brokers and financial institutions that fail to 
provide the Trust Fund with the information described above may be subject to   
penalties.                                                                      

    The Company will be designated as the tax matters partner in the related
Trust Agreement and, as such, will be responsible for representing the          
Certificateholders in any dispute with the IRS. The Code provides for           
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of limitations for       
partnership items does not expire before three years after the date on which the
partnership information return is filed. Any adverse determination following an 
audit of the return of the Trust Fund by the appropriate taxing authorities     
could result in an adjustment of the returns of the Certificateholders, and,    
under certain circumstances, a Certificateholder may be precluded from          
separately litigating a proposed adjustment to the items of the Trust Fund. An  
adjustment could also result in an audit of a Certificateholder's returns and   
adjustments of items not related to the income and losses of the Trust Fund.    

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    Tax Consequences to Foreign Certificateholders.  It is not clear whether
the Trust Fund would be considered to be engaged in a trade or business in the  
United States for purposes of federal withholding taxes with respect to non-U.S.
Persons because there is no clear authority dealing with that issue under facts 
substantially similar to those described herein. Although it is not expected    
that the Trust Fund would be engaged in a trade or business in the United States
for such purposes, the Trust Fund will withhold as if it were so engaged in     
order to protect the Trust Fund from possible adverse consequences of a failure 
to withhold. The Trust Fund expects to withhold on the portion of its taxable   
income that is allocable to foreign Certificateholders pursuant to Code Section 
1446, as if such income were effectively connected to a U.S. trade or business, 
at a rate equal to the highest rate of tax specified in Code Section 11(b)(i) in
the case of foreign holders that are taxable as corporations and equal to the   
highest rate of tax specified in Code Section 1 in the case of all other foreign
holders. Subsequent adoption of Treasury regulations or the issuance of other   
administrative pronouncements may require the Trust Fund to change its          
withholding procedures. In determining a holder's withholding status, the Trust 
Fund may rely on IRS Form W-8BEN, IRS Form W-9 or the holder's certification of 
nonforeign status signed under penalties of perjury.                            

Each foreign holder might be required to file a U.S. individual or  
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the Trust Fund's income. Each foreign holder must  
obtain a taxpayer identification number from the IRS and submit that number to  
the Trust Fund on Form W-8BEN in order to assure appropriate crediting of the   
taxes withheld. A foreign holder generally would be entitled to file with the   
IRS a claim for refund with respect to taxes withheld by the Trust Fund taking  
the position that no taxes were due because the Trust Fund was not engaged in a 
U.S. trade or business. However, interest payments made (or accrued) to a       
Certificateholder who is a foreign person generally will be considered          
guaranteed payments to the extent such payments are determined without regard to
the income of the Trust Fund. If these interest payments are properly           
characterized as guaranteed payments, then the interest will not be considered  
"portfolio interest." As a result, Certificateholders will be subject to United 
States federal income tax and withholding tax at a rate of 30 percent, unless   
reduced or eliminated pursuant to an applicable treaty. In such case, a foreign 
holder would only be enticed to claim a refund for that portion of the taxes in 
excess of the taxes that should be withheld with respect to the guaranteed      
payments.                                                                       

    Backup Withholding.  Distributions made on the Certificates and proceeds
from the sale of the Certificates will be subject to backup withholding tax if, 
in general, the Certificateholder fails to comply with certain identification   
procedures, unless the holder is an exempt recipient under applicable provisions
of the Code.                                                                    

New Withholding Regulations.  On January 1, 2001 the New Regulations
became effective (subject to certain transition rules) which make certain       
modifications to the withholding, backup withholding and information reporting  
rules described above. The New Regulations attempt to unify certification       
requirements and modify reliance standards. Prospective investors are urged to  
consult their own tax advisors regarding the New Regulations.                   

TAX TREATMENT OF CERTIFICATES AS DEBT FOR TAX PURPOSES                          

1.     Characterization of the Certificates as Indebtedness         

     If the related Prospectus Supplement indicates that the Certificates will
be treated as indebtedness for federal income tax purposes, then based on the   
application of existing law to the facts as set forth in the Trust Agreement and
other relevant documents and assuming compliance with the terms of the Trust    
Agreement as in effect on the date of issuance of the Certificates, Dechert LLP,
special tax counsel to the Depositor ("Tax Counsel"), will deliver its opinion  
that the Certificates will be treated as debt instruments for federal income tax
purposes as of such date.                                                       

      The Depositor and the Certificateholders will express in the related Trust
Agreement their intent that, for applicable tax purposes, the Certificates will 
be indebtedness secured by the related Assets. The Depositor and the            
Certificateholders, by accepting the Certificates, and each Certificate Owner by
its                                                                             
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acquisition of a beneficial interest in a Certificate, have agreed to treat the 
Certificates as indebtedness for U.S. federal income tax purposes. However,     
because different criteria are used to determine the non-tax accounting         
characterization of the transaction, the Depositor may treat this transaction as
a sale of an interest in the related Assets for financial accounting and certain
regulatory purposes.                                                            

  In general, whether for U.S. federal income tax purposes a transaction
constitutes a sale of property or a loan, the repayment of which is secured by  
property, is a question of fact, the resolution of which is based upon the      
economic substance of the transaction rather than its form or the manner in     
which it is labeled. While the IRS and the courts have set forth several factors
to be take into account in determining whether the substance of a transaction is
a sale of property or a secured loan, the primary factor in making this         
determination is whether the transferee has assumed the risk of loss or other   
economic burdens relating to the property and has obtained the benefits of      
ownership thereof. Tax Counsel will analyze and rely on several factors in      
reaching its opinion that the weight of the benefits and burdens of ownership of
the Mortgage Loans will be retained by the Depositor and not transferred to the 
Certificate Owners.                                                             

In some instances, courts have held that a taxpayer is bound by the 
particular form it has chosen for a transaction, even if the substance of the   
transaction does not accord with its form. Tax Counsel will advise that the     
rationale of those cases will not apply to this transaction, because the form of
the transaction as reflected in the operative provisions of the documents either
accords with the characterization of the Certificates as debt or otherwise makes
the rationale of those cases inapplicable to this situation.                    

2.     Taxation of Interest Income of Certificate Owners            

    Assuming that the Certificate Owners are holders of debt obligations for
U.S. federal tax purposes, the Certificates generally will be taxable in the    
following manner. While it is not anticipated that the Certificates will be     
issued at a greater than de minimis discount, under the OID Regulations it is   
possible that the Certificates could nevertheless be deemed to have been issued 
with OID if the interest were not treated as "unconditionally payable" under the
OID Regulations. If such regulations were to apply, all of the taxable income to
be recognized with respect to the Certificates would be includible in income of 
Certificate owners as OID, but would not be includible again when the interest  
is actually received.                                                           

3.     Possible Classification of the Trust Fund as a Partnership or
Association Taxable as a Corporation                                            

  Based on application of existing laws to the facts as set forth in the
Trust Agreement and other relevant documents and assuming compliance with the   
terms of the Trust Agreement, Tax Counsel will deliver its opinion that the     
transaction will not be treated as a partnership or an association taxable as a 
corporation. The opinion of Tax Counsel is not binding on the courts or the IRS.
It is possible that the IRS could assert that, for purposes of the Code, the    
transaction contemplated by this Prospectus Supplement with respect to the      
Certificates constitutes a sale of the Mortgage Loans (or an interest therein)  
to the Certificate Owners and that the proper classification of the legal       
relationship between the Depositor and the Certificate Owners resulting form    
this transaction is that of a partnership (including a publicly traded          
partnership treated as a corporation), or an association taxable as a           
corporation. Since Tax Counsel will advise that the Certificates will be treated
as indebtedness in the hands of the Certificateholders for U.S. federal income  
tax purposes and that the entity constituted by the Trust will not be a publicly
traded partnership treated as a corporation or an association taxable as a      
corporation, the Depositor will not attempt to comply with U.S. federal income  
tax reporting requirements applicable to partnerships or corporations as such   
requirements would apply if the Certificates were treated as indebtedness.      

    If it were determined that this transaction created an entity classified
as a corporation (including a publicly traded partnership taxable as a          
corporation), the Trust Fund would be subject to U.S. federal income tax at     
corporate income tax rates on the income it derives form the Mortgage Loans,    
which would reduce the amounts available for distribution to the Certificate    
Owners. Cash distributions to the                                               

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Certificate Owners generally would be treated as dividends for tax purposes to  
the extent of such corporation's earnings and profits.                          

 If the transaction were treated as creating a partnership between the
Certificate Owners and the Transferor, the partnership itself would not be      
subject to U.S. federal income tax (unless it were to be characterized as a     
publicly traded partnership taxable as a corporation); rather, the Depositor and
each Certificate Owner would be taxed individually on their respective          
distributive shares of the partnership's income, gain, loss, deductions and     
credits. The amount and timing of items of income and deductions of the         
Certificate Owner could differ if the Certificates were held to constitute      
partnership interests rather than indebtedness.                                 

4.     Possible Classification as a Taxable Mortgage Pool           

In relevant part, Code Section 7701(i) provides that any entity (or 
portion of an entity) that is a "taxable mortgage pool" will be classified as a 
taxable corporation and will not be permitted to file a consolidated U.S.       
federal income tax return with another corporation. Any entity (or portion of   
any entity) will be a taxable mortgage pool if (i) substantially all of its     
assets consist of debt instruments, more than 50% of which are real estate      
mortgages, (ii) the entity is the obligor under debt obligations with two or    
more maturities, and (iii) under the terms of the entity's debt obligations (or 
an underlying arrangement), payments on such debt obligations bear a            
relationship to the debt instruments held by the entity.                        

    In the case of a Trust Fund containing Mortgage Loans, assuming that all
of the provisions of the Trust Agreement, as in effect on the date of issuance, 
will be complied with, Tax Counsel will deliver its opinion that the arrangement
created by the Agreement will not be a taxable mortgage pool under Code Section 
7701(i) because only one class of indebtedness secured by the Mortgage Loans    
will be issued.                                                                 

      The opinion of Tax Counsel is not binding on the IRS or the courts. If the
IRS were to contend successfully (or future regulations were to provide) that   
the arrangement created by the Trust Agreement is a taxable mortgage pool, such 
arrangement would be subject to U.S. federal corporate income tax on its taxable
income generated by ownership of the Mortgage Loans. Such a tax might reduce    
amounts available for distributions to Certificate Owners. The amount of such a 
tax would depend upon whether distributions to Certificate Owners would be      
deductible as interest expense in computing the taxable income of such an       
arrangement as a taxable mortgage pool.                                         

5.     Foreign Investors                                            

      In general, subject to certain exception, interest (including OID) paid on
a Certificate to a nonresident alien individual, foreign corporation or other   
non-United States person is not subject to U.S. federal income tax, provided    
that such interest is not effectively connected with a trade or business of the 
recipient in the United sates and the Certificate Owner provides the required   
foreign person information certification.                                       

   If the interest of the Certificate Owners were deemed to be partnership
interest, the partnership would be required, on a quarterly basis, to pay       
withholding tax equal to the product, for each foreign partner, of such foreign 
partner's distributive share of "effectively connected" income of the           
partnership multiplied by the highest rate of tax applicable to that foreign    
partner. In addition, such foreign partner would be subject to branch profits   
tax. Each non-foreign partner would be required to certify to the partnership   
that it is not a foreign person. The tax withheld from each foreign partner     
would be credited against such foreign partner's U.S. income tax liability.     

If the Trust were taxable as a corporation, distributions to foreign
persons, to the extent treated as dividends, would generally be subject to      
withholding at the rate of 30%, unless such rate were reduced by an applicable  
tax treaty.                                                                     

6.     Backup Withholding                                           

Certain Certificate Owners may be subject to backup withholding with
respect to interest paid on the Certificates if the Certificate Owners, upon    
issuance of the Certificates, fail to supply the Trustee or                     

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the Certificate Owners' brokers with their respective taxpayer identification   
numbers, furnish an incorrect taxpayer identification number, fail to report    
interest, dividends, or other "reportable payments" (as defined in the Code)    
properly, or, under certain circumstances, fail to provide the Trustee of the   
Certificate Owners' brokers with certified statements, under penalty of perjury,
that they are not subject to backup withholding. The backup withholding rate is 
currently 28%. This rate is scheduled to adjust for tax years after 2010.       

   The Trustee will be required to report annually to the IRS, and to each
Certificateholder of record, the amount of interest paid (and OID accrued, if   
any) on the Certificates (and the amount of interest withheld for U.S. federal  
income taxes, if any) for each calendar year, except as to exempt holders       
(generally, holders that are corporations, certain tax-exempt organizations or  
nonresident aliens who provide certification as to their status as              
nonresidents). As long as the only "Certificateholder" of record is Cede, as    
nominee for DTC, Certificate Owners and the IRS will receive tax and other      
information including the amount of interest paid on the Certificates owned from
Participants and Indirect Participants rather than from the Trustee. (The       
Trustee, however, will respond to requests for necessary information to enable  
Participants, Indirect Participants and certain other persons to complete their 
reports.) Each non-exempt Certificate Owner will be required to provide, under  
penalty of perjury, a certificate on IRS Form W-9 containing his or her name,   
address, correct federal taxpayer identification number and a statement that he 
or she is not to subject to backup withholding. Should a non-exempt Certificate 
Owner fail to provide the required certification, the Participants or Indirect  
Participants (or the Paying Agent) will be required to backup withhold from     
interest (and principal) otherwise payable to the holder, and remit the withheld
amount to the IRS as a credit against the holder's federal income tax liability.

7.     New Withholding Regulations                                  

On January 1, 2001, the New Regulations became effective (subject to
certain transition rules) which make certain modifications to the withholding,  
backup withholding and information reporting rules described above. The New     
Regulations attempt to unify certification requirements and modify reliance     
standards. Prospective investors are urged to consult their own tax advisors    
regarding the New Regulations.                                                  

TAXATION OF CLASSES OF EXCHANGEABLE SECURITIES

GENERAL                                                                         

     The arrangement pursuant to which the exchangeable securities of a series
are created, sold and administered (an "Exchangeable Pool") will be classified  
as a grantor trust under subpart E, part I of subchapter J of the Code. The     
interests in the classes of securities that have been exchanged for exchangeable
securities will be the assets of the Exchangeable Pool and the classes of       
exchangeable securities represent beneficial ownership of these interests in the
classes of securities.                                                          

TAX STATUS                                                                      

    The classes of exchangeable securities should be considered to represent
"real estate assets" within the meaning of Code Section 856(c)(5)(B) and assets 
described in Code Section 7701(a)(19)(C), and original issue discount and       
interest accruing on classes of exchangeable securities should be considered to 
represent "interest on obligations secured by mortgages on real property" within
the meaning of Code Section 856(c)(3)(B) in each case to the extent the         
securities or income on the securities would be qualifying if held directly     
(although the matter is not entirely clear for Strips, defined below). The      
classes of exchangeable securities will be "qualified mortgages" under Code     
Section 860G(a)(3) for a REMIC.                                                 

TAX ACCOUNTING FOR EXCHANGEABLE SECURITIES                                      

    A class of exchangeable securities represents beneficial ownership of an
interest in one or more classes of securities on deposit in a exchangeable      
security trust fund, as specified in the related prospectus supplement. If it   
represents an interest in more than one class of securities, a purchaser must   
allocate its basis in the class of exchangeable securities among the interests  
in the classes of securities in accordance                                      
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with their relative fair market values as of the time of acquisition. Similarly,
on the sale of such exchangeable securities, the holder must allocate the amount
received on the sale among the interests in the classes of securities in        
accordance with their relative fair market values as of the time of sale.       

  The holder of a exchangeable security must account separately for each
interest in a class of securities (there may be only one such interest). Where  
the interest represents a pro rata portion of a class of securities that are    
REMIC regular securities, the holder of the exchangeable securities should      
account for such interest as described under "Material Federal Income Tax       
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" above.  
Where the interest represents beneficial ownership of a disproportionate part of
the principal and interest payments on a class of securities (a "Strip"), the   
holder is treated as owning, pursuant to Code Section 1286, "stripped bonds" to 
the extent of its share of principal payments and "stripped coupons" to the     
extent of its share of interest payments on such class of securities. We intend 
to treat each Strip as a single debt instrument for purposes of information     
reporting. The Internal Revenue Service, however, could take a different        
position. For example, the Internal Revenue Service could contend that a Strip  
should be treated as a pro rata part of the class of securities to the extent   
that the Strip represents a pro rata portion thereof, and "stripped bonds" or   
"stripped coupons" with respect to the remainder. An investor should consult its
tax advisor regarding this matter.                                              

A holder of a exchangeable security should calculate original issue 
discount with respect to each Strip and include it in ordinary income as it     
accrues, which may be before the receipt of cash attributable to such income, in
accordance with a constant interest method that takes into account the          
compounding of interest. The holder should determine its yield to maturity based
on its purchase price allocated to the Strip and on a schedule of payments      
projected using a prepayment assumption, and then make periodic adjustments to  
take into account actual prepayment experience. With respect to a particular    
holder, Treasury regulations do not address whether the prepayment assumption   
used to calculate original issue discount would be determined at the time of    
purchase of the Strip or would be the original prepayment assumption with       
respect to the related class of securities. Further, if the related class of    
securities is subject to redemption as described in the related prospectus      
supplement, Treasury regulations do not address the extent to which such        
prepayment assumption should take into account the possibility of the retirement
of the Strip concurrently with the redemption of such class of securities. An   
investor should consult its tax advisor regarding these matters. For purposes of
information reporting relating to original issue discount, the original yield to
maturity of the Strip, determined as of the date of issuance of the series, will
be calculated based on the original prepayment assumption.                      

    If original issue discount accruing with respect to a Strip, computed as
described above, is negative for any period, the holder may be entitled to      
offset such amount only against future positive original issue discount accruing
from such Strip, and income is reported in all cases in this manner. Although   
not entirely free from doubt, such a holder may be entitled to deduct a loss to 
the extent that its remaining basis would exceed the maximum amount of future   
payments to which the holder is entitled with respect to such Strip, assuming no
further prepayments of the Mortgages (or, perhaps, assuming prepayments at a    
rate equal to the prepayment assumption). Although the issue is not free from   
doubt, all or a portion of such loss may be treated as a capital loss if the    
Strip is a capital asset in the hands of the holder.                            

    A holder realizes gain or loss on the sale of a Strip in an amount equal
to the difference between the amount realized and its adjusted basis in such    
Strip. The holder's adjusted basis generally is equal to the holder's allocated 
cost of the Strip, increased by income previously included, and reduced (but not
below zero) by distributions previously received. Except as described below, any
gain or loss on such sale generally is capital gain or loss if the holder has   
held its interest as a capital asset and is long-term if the interest has been  
held for the long-term capital gain holding period (more than one year). Such   
gain or loss will be ordinary income or loss (1) for a bank or thrift           
institution or (2) if the securities are REMIC regular securities to the extent 
income recognized by the holder is less than the income that would have been    
recognized if the yield on such interest were 110% of the applicable federal    
rate under Code Section 1274(d).                                                

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If a holder exchanges a single class of exchangeable securities (an 
"Exchanged Class") for several classes of recombinable securities (each, a      
"Received Class") and then sells one of the Received Classes, the sale may be   
subject the investor to the coupon stripping rules of Code Section 1286. The    
holder must allocate its basis in the Exchanged Class between the part of such  
class underlying the Received Class that was sold and the part of the Exchanged 
Class underlying the Received Classes that was retained, in proportion to their 
relative fair market values as of the date of such sale. The holder is treated  
as purchasing the interest retained for the amount of basis allocated to such   
interest. The holder must calculate original issue discount with respect to the 
retained interest as described above.                                           

     Although the matter is not free from doubt, a holder that acquires in one
transaction a Combination of classes of exchangeable securities that may be     
exchanged for a single class of exchangeable securities that is identical to a  
class of securities that is on deposit in the related exchangeable security     
trust fund should be treated as owning the relevant class of securities.        

EXCHANGES OF EXCHANGEABLE SECURITIES                                            

An exchange of an interest in one or more classes of exchangeable   
securities for an interest in one or more other related classes of exchangeable 
securities that are part of the same combination, or vice versa, will not be a  
taxable exchange. After the exchange, the holder is treated as continuing to own
the interests in the class or classes of exchangeable securities that it owned  
immediately before the exchange.                                                

TAX TREATMENT OF FOREIGN INVESTORS                                              

A foreign holder of a class of exchangeable securities is subject to
taxation in the same manner as foreign holders of REMIC regular securities. Such
manner of taxation is discussed under the heading "Material Federal Income Tax  
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates."        

BACKUP WITHHOLDING                                                              

A holder of a class of exchangeable securities is subject to backup 
withholding rules similar to those applicable to REMIC regular securities. Such 
manner of taxation is discussed under the heading "Material Federal Income Tax  
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates."        

REPORTING AND ADMINISTRATIVE MATTERS                                            

  Reports will be made to the Internal Revenue Service and to holders of
record of the classes of recombinable securities that are not excepted from the 
reporting requirements.                                                         

DUE TO THE COMPLEXITY OF THE FEDERAL INCOME TAX RULES APPLICABLE TO 
SECURITYHOLDERS AND THE CONSIDERABLE UNCERTAINTY THAT EXISTS WITH RESPECT TO    
MANY ASPECTS OF THOSE RULES, POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN TAX   
ADVISORS REGARDING THE TAX TREATMENT OF THE ACQUISITION, OWNERSHIP, AND         
DISPOSITION OF THE SECURITIES.                                                  

STATE TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Material
Federal Income Tax Considerations," potential investors should consider the     
state and local income tax consequences of the acquisition, ownership, and      
disposition of the Offered Securities. State and local income tax law may differ
substantially from the corresponding federal law, and this discussion does not  
purport to describe any aspect of the income tax laws of any state or locality. 
Therefore, potential investors should consult their own tax advisors with       
respect to the various state and local tax consequences of an investment in the 
Offered Securities.                                                             

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ERISA CONSIDERATIONS

GENERAL                                                                         

     The Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), 
impose certain restrictions on employee benefit plans, individual retirement    
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which those plans, accounts or arrangements are invested            
(collectively, "Plans"), and on persons who are parties in interest or          
disqualified persons ("Parties In Interest") with respect to such Plans. Certain
employee benefit plans, such as governmental plans and church plans (if no      
election has been made under Code Section 410(d)), are not subject to the       
restrictions of ERISA and Code Section 4975, and assets of such plans may be    
invested in the Securities without regard to the considerations described below,
subject to other applicable federal, state and local law ("Similar Law").       
However, any such governmental or church plan which is qualified under Code     
Section 401(a) and exempt from taxation under Code Section 501(a) is subject to 
the prohibited transaction rules set forth in Code Section 503.                 

Investments by Plans are subject to 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.                               

PROHIBITED TRANSACTIONS                                                         

General                                                                         

    ERISA prohibits Parties in Interest with respect to a Plan from engaging
in certain transactions involving a Plan and its assets unless a statutory,     
regulatory or administrative exemption applies to the transaction. Code Section 
4975 imposes certain excise taxes and other sanctions (or, in some cases, a     
civil penalty may be assessed pursuant to Section 502 of ERISA) on Parties in   
Interest which engage in non-exempt prohibited transactions.                    

Plan Asset Regulations                                                          

      The United States Department of Labor ("Labor") has issued regulations (29
C.F.R. Section 2510.3-101) containing rules for determining what constitutes the
assets of a Plan (the "Plan Asset Regulations"). The Plan Asset Regulations     
provide that, as a general rule, the underlying assets and properties of        
corporations, partnerships, trusts and certain other entities in which a Plan   
acquires an "equity interest" will be deemed for purposes of ERISA to be assets 
of the Plan unless certain exceptions apply.                                    

Under the terms of the Plan Asset Regulations, the Trust Fund may be
deemed to hold plan assets by reason of a Plan's investment in a Security; such 
plan assets would include an undivided interest in the Mortgage Assets and any  
other assets held by the Trust Fund. In such an event, the Asset Seller, the    
Master Servicer, the Trustee, any insurer of the Loans and other persons, in    
providing services with respect to the assets of the Trust Fund, may be Parties 
in Interest, subject to the prohibited transaction provisions of Section 406 of 
ERISA, Code Section 4975 or Similar Law, with respect to transactions involving 
such assets unless such transactions are subject to a statutory, regulatory or  
administrative exemption.                                                       

 The Plan Asset Regulations contain a de minimis safe-harbor rule that
exempts an entity from being deemed to hold plan assets if the aggregate equity 
investment in such entity by Plans is not significant. Pursuant to Section 3(42)
of ERISA, equity investment in the entity will not be significant if immediately
after the most recent acquisition of any equity interest in the entity, less    
than 25% of the total value of each class of equity interest in the entity is   
held by "benefit plan investors." The 25% limitation must be met with respect to
each class of certificates, regardless of the portion of total equity value     
represented by such class, on an ongoing basis. However, pursuant to Section    
3(42) of ERISA, an entity shall be considered to hold plan assets only to the   
extent of the percentage of the equity interest in the entity held by benefit   
plan investors. "Benefit Plan Investor" means an employee benefit plan subject  
to Part 4 of Title I of ERISA, a plan to which Section 4975 of the Code applies,
and any entity whose underlying assets include assets of any such plan by reason
of a plan's investment in the entity.                                           

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     An exception applies if the interest described is treated as indebtedness
under applicable local law and has no substantial equity features. Generally, a 
profits interest in a partnership, an undivided ownership interest in property  
and a beneficial ownership interest in a trust are deemed to be "equity         
interests" under the Plan Asset Regulations. If Notes of a particular series are
deemed to be indebtedness under applicable local law without any substantial    
equity features, an investing Plan's assets would include such Notes, but not,  
by reason of such purchase, the underlying assets of the Trust Fund.            

Labor has issued final regulations under Section 401(c) of ERISA    
describing a safe harbor for insurers that issued certain nonguaranteed policies
supported by their general accounts to Plans on or before December 31, 1998, and
under which an insurer would not be considered an ERISA fiduciary with respect  
to its general account by virtue of a Plan's investment in such a policy. In    
general, to meet the safe harbor, an insurer must (i) disclose certain specified
information to investing Plan fiduciaries initially and on an annual basis, (ii)
allow Plans to terminate or discontinue a policy on 90 days' notice to the      
insurer, and to elect, without penalty, either a lump-sum payment or annual     
installment payments over a ten-year period, with interest, and (iii) give Plans
written notice of "insurer-initiated amendments" over 60 days before the        
amendments take effect.                                                         

AVAILABILITY OF UNDERWRITER'S EXEMPTION FOR CERTIFICATES                        

   Labor has granted to Merrill Lynch, Pierce, Fenner & Smith Incorporated
Prohibited Transaction Exemption ("PTE") 90-29, Exemption Application No.       
D-8012, 55 Fed. Reg. 21459 (1990), as amended (the "Exemption"), which exempts  
from the application of certain of the prohibited transaction rules transactions
relating to: (1) the acquisition, sale and holding by Plans of certain          
certificates representing an undivided interest in certain asset-backed         
pass-through trusts, with respect to which Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of its affiliates is the sole underwriter or the manager or 
co-manager of the underwriting syndicate; and (2) the servicing, operation and  
management of such asset-backed pass-through trusts, provided that the general  
conditions and certain other conditions set forth in the Exemption are          
satisfied. With respect to a series of Notes, the related Prospectus Supplement 
will discuss whether the Exemption may be applicable to such Notes.             

   Section II of the Exemption sets forth the following general conditions
which must be satisfied before a transaction involving the acquisition, sale and
holding of the Certificates or a transaction in connection with the servicing,  
operation and management of the Trust may be eligible for exemptive relief      
thereunder:                                                                     

    -   The acquisition of the Certificates by a Plan is on terms (including
          the price for such Certificates) that are at least as favorable to the
          Plan as they would be in an arm's-length transaction with an unrelated
party;                                                      

      -   The rights and interests evidenced by the Certificates acquired by the
      Plan are not subordinated to the rights and interests evidenced by
          other certificates of the Trust, unless the Certificates are backed by
         Trust Fund assets which are residential, home equity, multi-family or
        commercial loans which are described and defined in the Exemption as
designated transactions ("Designated Transactions");        

   -   The Certificates acquired by the Plan have received a rating at the
        time of such acquisition that is in one of the three (or in the case
        of a Designated Transaction, four) highest generic rating categories
          from any of Fitch Inc., Moody's Investors Service, Inc. and Standard &
          Poor's, a division of The McGraw-Hill Companies, Inc. (each, a "Rating
Agency");                                                   

     -   The Trustee is not an affiliate of any member of the Restricted Group
          (consisting of the Underwriter, the Asset Seller, the Master Servicer,
     any insurer of the Mortgage Loans, any borrower whose obligations
     under one or more Assets constitute more than 5% of the aggregate
         unamortized principal balance of the assets in the Trust Fund, or any
of their respective affiliates), other than the Underwriter;

  -   The sum of all payments made to and retained by the Underwriter in
     connection with the distribution or placement of the Certificates
represents not more than reasonable compensation            

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          for underwriting or placing such Certificates; the sum of all payments
        made to and retained by the Asset Seller pursuant to the sale of the
     Assets to the Trust Fund represents not more than the fair market
         value of such Assets; the sum of all payments made to and retained by
       the Master Servicer represent not more than reasonable compensation
for the Master Servicer's services under the Agreement and  
 reimbursement of the Master Servicer's reasonable expenses in
connection therewith; and                                   

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

The Exemption was amended by PTE 97-34 to extend exemptive relief to
Certificates issued in transactions using pre-funding accounts whereby a portion
of the loans backing the Certificates are transferred to the Trust Fund within a
specified period following the closing date (the "Pre-Funding Period") instead  
of requiring that all such loans be either identified or transferred on or      
before the closing date. The relief is available provided that the following    
conditions are met:                                                             

   -   The ratio of the amount allocated to the pre-funding account to the
     total principal amount of the certificates being offered must not
exceed twenty-five percent (25%);                           

-   All loans transferred after the closing date (referred to as    
   "additional loans") must meet the same terms and conditions for
          eligibility as the original loans used to create the Trust Fund, which
terms and conditions have been approved by a Rating Agency; 

  -   The transfer of such additional loans to the Trust Fund during the
      Pre-Funding Period must not result in the Certificates receiving a
    lower credit rating from a Rating Agency upon termination of the
       Pre-Funding Period than the rating that was obtained at the time of
the initial issuance of the Certificates by the Trust Fund; 

  -   Solely as a result of the use of pre-funding, the weighted average
         annual percentage interest rate (the "Average Interest Rate") for all
       of the loans in the Trust Fund at the end of the Pre-Funding Period
          must not be more than 100 basis points lower than the Average Interest
      Rate for the loans which were transferred to the Trust Fund on the
closing date;                                               

-   Either (i) the characteristics of the additional loans must be  
     monitored by an insurer or other credit support provider which is
     independent of the Asset Seller or (ii) an independent accountant
     retained by the Asset Seller must provide the Asset Seller with a
          letter (with copies provided to the Rating Agency, the Underwriter and
  the Trustee) stating whether or not the characteristics of the
    additional loans conform to the characteristics described in the
      offering documents or the agreement. In preparing such letter, the
       independent accountant must use the same type of procedures as were
          applicable to the loans which were transferred as of the closing date;

     -   The Pre-Funding Period must end no later than three months or 90 days
       after the closing date or earlier, in certain circumstances, if the
     amount on deposit in the pre-funding account is reduced below the
          minimum level specified in the agreement or an event of default occurs
under the agreement;                                        

 -   Amounts transferred to any pre-funding account and/or capitalized
   interest account used in connection with the pre-funding may be
        invested only in investments which are permitted by a Rating Agency,
         and (i) are direct obligations of, or obligations fully guaranteed as
        to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof (provided that such obligations
         are backed by the full faith and credit of the United States) or (ii)
       have been rated (or the obligor has been rated) in one of the three
highest generic rating categories by a Rating Agency; and   

-   Certain disclosure requirements must be met.                    

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   PTE 2000-58 further amended the Exemption to provide that one subset of
Designated Transactions, residential (one-to-four family) and home equity loans 
and manufactured housing loans, may be less than fully secured, provided that   
(a) the rights and interests evidenced by Certificates issued in such Designated
Transactions are not subordinated to the rights and interests evidenced by      
securities of the same Trust Fund, (b) such Certificates have received a rating 
from a Rating Agency at the time of such acquisition that is in one of the two  
highest generic rating categories, and (c) any loan included in the corpus or   
assets of the Trust Fund is secured by collateral whose fair market value on the
closing date of the Designated Transaction is at least equal to 80% of the sum  
of (i) the outstanding principal balance due under the loan which is held by the
Trust Fund and (ii) the outstanding principal balance(s) of any other loan(s) of
higher priority (whether or not held by the Trust Fund) which are secured by the
same collateral.                                                                

    PTE 2000-58 also permits an interest-rate swap to be an asset of a Trust
Fund which issues Certificates acquired by Plans in an initial offering or in   
the secondary market and clarifies the requirements regarding yield supplement  
agreements. An interest-rate swap or, if purchased by or on behalf of the Trust 
Fund, an interest-rate cap contract (collectively, a "Swap" or "Swap Agreement")
is a permitted Trust Fund asset if it (a) is an "eligible Swap," (b) is with an 
"eligible counterparty," (c) is purchased by a "qualified plan investor," (d)   
meets certain additional specific conditions which depend on whether the Swap is
a "ratings dependent Swap" or a "non-ratings dependent Swap" and (e) permits the
Trust Fund to make termination payments to the Swap (other than currently       
scheduled payments) solely from excess spread or amounts otherwise payable to   
the Master Servicer or Asset Seller.                                            

   An "eligible Swap" is one which (a) is denominated in U.S. dollars, (b)
pursuant to which the Trust Fund pays or receives, on or immediately prior to   
the respective payment or distribution date for the class of Certificates to    
which the Swap relates, a fixed rate of interest or a floating rate of interest 
based on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve's  
Cost of Funds Index), with the Trust Fund receiving such payments on at least a 
quarterly basis and obligated to make separate payments no more frequently than 
the counterparty, with all simultaneous payments being netted ("Allowable       
Interest Rate"), (c) has a notional amount that does not exceed either: (i) the 
principal balance of the class of Certificates to which the Swap relates; or    
(ii) the portion of the principal balance of such class represented by          
obligations ("Allowable Notional Amount"), (d) is not leveraged (i.e., payments 
are based on the applicable notional amount, the day count fractions, the fixed 
or floating rates permitted above, and the difference between the products      
thereof, calculated on a one-to-one ratio and not on a multiplier of such       
difference) ("Leveraged"), (e) has a final termination date that is either the  
earlier of the date on which the Trust Fund terminates or the related class of  
Certificates are fully repaid and (f) does not incorporate any provision which  
could cause a unilateral alteration in the interest rate requirement described  
above or the prohibition against leveraging.                                    

  An "eligible counterparty" means a bank or other financial institution
which has a rating at the date of issuance of the Certificates, which is one of 
the three highest long-term credit rating categories or one of the two highest  
short-term credit rating categories, utilized by at least one of the Rating     
Agencies rating the Certificates; provided, that if a counterparty is relying on
its short-term rating to establish eligibility hereunder, such counterparty must
either have a long-term rating in one of the three highest long-term rating     
categories or not have a long-term rating from the applicable Rating Agency.    

      A "qualified plan investor" is a Plan where the decision to buy such class
of Certificates is made on behalf of the Plan by an independent fiduciary       
qualified to understand the Swap transaction and the effect the Swap would have 
on the rating of the Certificates, and such fiduciary either (i) is a "qualified
professional asset manager" under Prohibited Transaction Class Exemption        
("PTCE") 84-14, (ii) is an "in-house asset manager" under PTCE 96-23 or (iii)   
has total assets (both Plan and non-Plan) under management of at least $100     
million at the time the Certificates are acquired by the Plan.                  

    In "rating dependent Swaps" (where the rating of a class of Certificates
is dependent on the terms and conditions of the Swap), the Swap Agreement must  
provide that if the credit rating of the counterparty is withdrawn or reduced by
any Rating Agency below a level specified by the Rating Agency,                 

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the Master Servicer must, within the period specified under the Swap Agreement: 
(a) obtain a replacement Swap Agreement with an eligible counterparty which is  
acceptable to the Rating Agency and the terms of which are substantially the    
same as the current Swap Agreement (at which time the earlier Swap Agreement    
must terminate); or (b) cause the Swap counterparty to establish any            
collateralization or other arrangement satisfactory to the Rating Agency such   
that the then current rating by the Rating Agency of the particular class of    
Certificates will not be withdrawn or reduced (and the terms of the Swap        
Agreement must specifically obligate the counterparty to perform these duties   
for any class of Certificates with a term of more than one year). In the event  
that the Master Servicer fails to meet these obligations, Plan                  
certificateholders must be notified in the immediately following periodic report
which is provided to certificateholders but in no event later than the end of   
the second month beginning after the date of such failure. Sixty days after the 
receipt of such report, the relief provided under the Exemption will            
prospectively cease to be applicable to any class of Certificates held by a Plan
which involves such a ratings dependent Swap.                                   

     "Non-ratings dependent Swaps" (those where the rating of the Certificates
does not depend on the terms and conditions of the Swap) are subject to the     
following conditions. If the credit rating of the counterparty is withdrawn or  
reduced below the lowest level permitted above, the Master Servicer will, within
a specified period after such rating withdrawal or reduction: (a) obtain a      
replacement Swap Agreement with an eligible counterparty, the terms of which are
substantially the same as the current Swap Agreement (at which time the earlier 
Swap Agreement must terminate); (b) cause the counterparty to post collateral   
with the Trust Fund in an amount equal to all payments owed by the counterparty 
if the Swap transaction were terminated; or (c) terminate the Swap Agreement in 
accordance with its terms.                                                      

      An "eligible yield supplement agreement" is any yield supplement agreement
or similar arrangement (or if purchased by or on behalf of the Trust Fund, an   
interest rate cap contract) to supplement the interest rates otherwise payable  
on obligations held by the Trust Fund ("EYS Agreement"). If the EYS Agreement   
has a notional principal amount and/or is written on an International Swaps and 
Derivatives Association, Inc. form, the EYS Agreement may only be held as an    
asset of the Trust Fund with respect to Certificates purchased by Plans on or   
after April 7, 1998 if it meets the following conditions: (a) it is denominated 
in U.S. dollars; (b) it pays an Allowable Interest Rate; (c) it is not          
Leveraged; (d) it does not allow any of the three preceding requirements to be  
unilaterally altered without the consent of the Trustee; (e) it is entered into 
between the Trust Fund and an eligible counterparty and (f) it has an Allowable 
Notional Amount.                                                                

   If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by ERISA and the Code in 
connection with the initial acquisition, transfer or holding, and the           
acquisition or disposition in the secondary market, of Certificates by a Plan.  
However, no exemption is provided from the restrictions of ERISA for the        
acquisition or holding of a Certificate on behalf of an "Excluded Plan" by any  
person who is a fiduciary with respect to the assets of such Excluded Plan. For 
these purposes, an Excluded Plan is a Plan sponsored by any member of the       
Restricted Group. Exemptive relief may also be provided for the acquisition,    
holding and disposition of Certificates by Plans if the fiduciary or its        
affiliate is the obligor with respect to 5% or less of the fair market value of 
the loans in the Trust Fund provided that (i) the Plan is not an Excluded Plan, 
(ii) each Plan's investment in each class of Certificates does not exceed 25% of
the outstanding Certificates in the class, (iii) after the Plan's acquisition of
the Certificates, no more than 25% of the assets over which the fiduciary has   
investment authority are invested in Certificates of a Trust Fund containing    
assets which are sold or serviced by the same entity, and (iv) in the case of   
initial issuance (but not secondary market transactions), at least 50% of each  
class of Certificates and at least 50% of the aggregate interests in the Trust  
Fund are acquired by persons independent of the Restricted Group.               

In the event that Offered Certificates (other than REMIC residual   
Certificates) do not meet the requirements of the Exemption solely because they 
are subordinated Certificates or fail to meet a minimum rating requirement under
the Exemption, insurance companies may be eligible to purchase                  

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Certificates pursuant to Section III of PTCE 95-60 which permits insurance      
company general accounts (as defined in PTCE 95-60) to purchase such            
Certificates if they otherwise meet all of the other requirements of the        
Exemption.                                                                      

Before purchasing a Certificate, a fiduciary of a Plan should itself
confirm (a) that the Certificates constitute "certificates" for purposes of the 
Exemption and (b) that the specific and general conditions set forth in the     
Exemption and the other requirements set forth in the Exemption would be        
satisfied.                                                                      

Prohibited Transaction Class Exemption 83-1                                     

Labor has issued an administrative exemption, PTCE 83-1, which under
certain conditions exempts from the application of certain of the prohibited    
transaction rules of ERISA and the excise tax provisions of Code Section 4975   
transactions involving a Plan in connection with the operation of a "mortgage   
pool" and the purchase, sale and holding of Certificates which are "mortgage    
pool pass-through certificates." A "mortgage pool" is defined as a fixed        
investment pool consisting solely of interest-bearing obligations secured by    
first or second mortgages or deeds of trust on single-family residential        
property, property acquired in foreclosure and undistributed cash. A "mortgage  
pool pass-through certificate" is defined as a Certificate which represents a   
beneficial undivided interest in a mortgage pool which entitles the holder to   
pass through payments of principal and interest from the mortgage loans. PTCE   
83-1 requires that: (i) the Asset Seller and the Trustee maintain a system of   
insurance or other protection for the mortgage loans, the property securing such
mortgage loans and for indemnifying holders of Certificates against reductions  
in pass-through payments due to defaults in loan payments or property damage in 
an amount at least equal to the greater of (x) 1% of the aggregate principal    
balance of the mortgage loans or (y) 1% of the principal balance of the largest 
covered pooled mortgage loans; (ii) the Trustee may not be an affiliate of the  
Asset Seller; and (iii) the payments made to, and retained by, the Asset Seller 
in connection with the Trust Fund, together with all funds inuring to its       
benefit for administering the Trust Fund, represent no more than "adequate      
consideration" for selling the mortgage loans, plus reasonable compensation for 
services provided to the Trust Fund. In addition, PTCE 83-1 exempts the initial 
sale of Certificates to a Plan with respect to which the Asset Seller, the      
insurer, the Master Servicer or other servicer or the Trustee is a Party In     
Interest if the Plan does not pay more than fair market value for such          
Certificates and the rights and interests evidenced by such Certificates are not
subordinated to the rights and interests evidenced by other Certificates of the 
same pool.                                                                      

PTCE 83-1 also exempts from the prohibited transaction rules any    
transactions in connection with the servicing and operation of the mortgage     
pool, provided that any payments made to the Master Servicer in connection with 
the servicing of the Trust Fund are made in accordance with a binding agreement,
copies of which must be made available to prospective Plan investors. In the    
case of any Plan with respect to which the Asset Seller, the Master Servicer,   
the insurer or the Trustee is a fiduciary, PTCE 83-1 will only apply if, in     
addition to the other requirements: (i) the initial sale, exchange or transfer  
of Certificates is expressly approved by an independent fiduciary who has       
authority to manage and control those Plan assets being invested in             
Certificates; (ii) the Plan pays no more for the Certificates than would be paid
in an arm's length transaction; (iii) no investment management, advisory or     
underwriting fee, sales transfer commission or similar compensation is paid to  
the Asset Seller with regard to the sale, exchange or transfer of Certificates  
to the Plan; (iv) the total value of the Certificates purchased by such Plan    
does not exceed 25% of the amount issued; and (v) at least 50% of the aggregate 
amount of Certificates is acquired by persons independent of the Asset Seller,  
the Trustee, the Master Servicer and the insurer. Before purchasing Certificates
in reliance on PTCE 83-1, a fiduciary of a Plan should confirm that the Trust   
Fund is a "mortgage pool," that the Certificates constitute "mortgage pool      
pass-through certificates" and that the conditions set forth in PTCE 83-1 would 
be satisfied. In addition to making its own determination as to the availability
of the exemptive relief provided in PTCE 83-1, the fiduciary should consider the
availability of any other prohibited transaction exemptions. The fiduciary      
should also consider its general fiduciary obligations under ERISA in           
determining whether to purchase any Certificates on behalf of a Plan pursuant to
PTCE 83-1.                                                                      

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Investor-Based Exemptions                                                       

Even if Securities issued pursuant to an offering are not treated as
equity investments for purposes of the Plan Asset Regulations, the acquisition  
or holding of such Securities by or on behalf of a Plan could still be          
considered to give rise to a prohibited transaction if the Issuers, the         
Depositor, the Indenture Trustee or any of their respective affiliates is or    
becomes a party in interest or disqualified person with respect to a Plan or    
related investment vehicle unless such transaction is subject to one or more    
statutory or administrative exemptions such as: Section 408(b)(17) of ERISA and 
Section 4975(d)(20) of the Code, which exempt certain transactions with persons 
who provide services to Plans, PTCE 90-1, which exempts certain transactions    
involving insurance company pooled separate accounts; PTCE 95-60, which exempts 
certain transactions involving insurance company general accounts; PTCE 91-38,  
which exempts certain transactions involving bank collective investment funds;  
PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a
"qualified professional asset manager;" or PTCE 96-23, which exempts certain    
transactions effected on behalf of a Plan by certain "in-house" asset managers  
(collectively, the "Investor-Based Exemptions"). It should be noted, however,   
that even if the conditions specified in one or more of the Investor-Based      
Exemptions are met, the scope of relief provided by such exemption may not      
necessarily cover all acts that might be construed as prohibited transactions.  

 Nevertheless, a Plan generally should not purchase such Securities in
reliance on any of the Investor-Based Exemptions if the Issuers, the Depositor, 
the Indenture Trustee or any of their respective affiliates: (a) has investment 
discretion with respect to the investment of assets of such Plan; (b) has       
authority or responsibility to give or regularly gives investment advise with   
respect to assets of such Plan for a fee and pursuant to an agreement or        
understanding that such advice will serve as a primary basis for investment     
decisions with respect to such assets and that such advice will be based on the 
particular investment needs of such Plan; or (c) is an employer maintaining or  
contributing to such Plan. A party that is described in the preceding sentence  
will generally be construed to be a fiduciary under ERISA with respect to the   
Plan and any such purchase might result in a non-exempt "prohibited transaction"
under ERISA, the Code or Similar Law.                                           

REVIEW BY PLAN FIDUCIARIES                                                      

Any Plan fiduciary considering whether to purchase any Securities on
behalf of a Plan should consult with its counsel regarding the applicability of 
the fiduciary responsibility and prohibited transaction provisions of ERISA, and
the Code and Similar Law to such investment. Among other things, before         
purchasing any Securities, a fiduciary of a Plan subject to the fiduciary       
responsibility provisions of ERISA or an employee benefit plan subject to the   
prohibited transaction provisions of the Code should make its own determination 
as to the availability of the exemptive relief provided in the Exemption, and   
also consider the availability of any other prohibited transaction exemptions.  
In particular, in connection with a contemplated purchase of Securities         
representing a beneficial ownership interest in a pool of single-family         
residential first mortgage loans, such Plan fiduciary should consider the       
availability of the Exemption or PTCE 83-1 for certain transactions involving   
mortgage pool investment trusts.                                                

     Purchasers that are insurance companies should consult with their counsel
with respect to the United States Supreme Court case interpreting the fiduciary 
responsibility rules of ERISA, John Hancock Mutual Life Insurance Co. v. Harris 
Trust & Savings Bank (decided December 13, 1993). In John Hancock, the Supreme  
Court ruled that assets held in an insurance company's general account may be   
deemed to be "plan assets" for ERISA purposes under certain circumstances.      
Prospective purchasers should determine whether the decision affects their      
ability to make purchases of the Securities. In particular, such an insurance   
company should consider the exemptive relief granted by Labor for transactions  
involving insurance company general accounts in Prohibited Transaction Exemption
95-60 and under Section 401(c) of ERISA.                                        

LEGAL INVESTMENT

     Each class of Offered Securities will be rated at the date of issuance in
one of the four highest rating categories by at least one Rating Agency. The    
related Prospectus Supplement will specify which                                

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classes of the Securities, if any, will constitute "mortgage related securities"
("SMMEA Securities") for purposes of the Secondary Mortgage Market Enhancement  
Act of 1984 ("SMMEA"). SMMEA Securities will constitute legal investments for   
persons, trusts, corporations, partnerships, associations, business trusts and  
business entities (including, but not limited to, state chartered savings banks,
commercial banks, savings and loan associations and insurance companies, as well
as trustees and state government employee retirement systems) created pursuant  
to or existing under the laws of the United States or of any state (including   
the District of Columbia and Puerto Rico) whose authorized investments are      
subject to state regulation to the same extent that, under applicable law,      
obligations issued by or guaranteed as to principal and interest by the United  
States or any agency or instrumentality thereof constitute legal investments for
such entities. Alaska, Arkansas, Colorado, Connecticut, Delaware, Florida,      
Georgia, Illinois, Kansas, Maryland, Michigan, Missouri, Nebraska, New          
Hampshire, New York, North Carolina, Ohio, South Dakota, Utah, Virginia and West
Virginia enacted legislation before the October 4, 1991 cutoff established by   
SMMEA for such enactments, limiting to varying extents the ability of certain   
entities (in particular, insurance companies) to invest in mortgage related     
securities, in most cases by requiring the affected investors to rely solely    
upon existing state law, and not SMMEA. Investors affected by such legislation  
will be authorized to invest in SMMEA Certificates only to the extent provided  
in such legislation. SMMEA provides, however, that in no event will the         
enactment of any such legislation affect the validity of any contractual        
commitment to purchase, hold or invest in "mortgage related securities," or     
require the sale or other disposition of such securities, so long as such       
contractual commitment was made or such securities acquired prior to the        
enactment of such legislation.                                                  

    SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and   
federal savings banks may invest in, sell or otherwise deal with "mortgage      
related securities" without limitation as to the percentage of their assets     
represented thereby, federal credit unions may invest in such securities, and   
national banks may purchase such securities for their own account without regard
to the limitations generally applicable to investment securities set forth in 12
U.S.C. 24 (Seventh), subject in each case to such regulations as the applicable 
federal regulatory authority may prescribe. In this connection, federal credit  
unions should review the National Credit Union Administration ("NCUA") Letter to
Credit Unions No. 96, as modified by Letter to Credit Unions No. 108, which     
includes guidelines to assist federal credit unions in making investment        
decisions for mortgage related securities, and the NCUA's regulation "Investment
and Deposit Activities" (12 C.F.R. Part 703), which sets forth certain          
restrictions on investment by federal credit unions in mortgage related         
securities.                                                                     

    Institutions whose investment activities are subject to legal investment
laws or regulations or review by certain regulatory authorities may be subject  
to restrictions on investment in certain classes of Offered Securities. Any     
financial institution which is subject to the jurisdiction of the Comptroller of
the Currency, the Board of Governors of the Federal Reserve System, the FDIC,   
the Office of Thrift Supervision ("OTS"), the NCUA or other federal or state    
agencies with similar authority should review any applicable rules, guidelines  
and regulations prior to purchasing any Offered Security. The Federal Financial 
Institutions Examination Council, for example, has issued a Supervisory Policy  
Statement on Securities Activities effective February 10, 1992 (the "Policy     
Statement") setting forth guidelines for and significant restrictions on        
investments in "high-risk mortgage securities." The Policy Statement has been   
adopted by the Comptroller of the Currency, the Federal Reserve Board, the FDIC,
the OTS and the NCUA (with certain modifications), with respect to the          
depository institutions that they regulate. The Policy Statement generally      
indicates that a mortgage derivative product will be deemed to be high risk if  
it exhibits greater price volatility than a standard fixed rate thirty-year     
mortgage security. According to the Policy Statement, prior to purchase, a      
depository institution will be required to determine whether a mortgage         
derivative product that it is considering acquiring is high-risk, and if so that
the proposed acquisition would reduce the institution's overall interest rate   
risk. Reliance on analysis and documentation obtained from a securities dealer  
or other outside party without internal analysis by the institution would be    
unacceptable. There can be no assurance that any classes of Offered Securities  
will not be treated as high-risk under the Policy Statement.                    

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The predecessor to the OTS issued a bulletin, entitled, "Mortgage   
Derivative Products and Mortgage Swaps", which is applicable to thrift          
institutions regulated by the OTS. The bulletin established guidelines for the  
investment by savings institutions in certain "high-risk" mortgage derivative   
securities and limitations on the use of such securities by insolvent,          
undercapitalized or otherwise "troubled" institutions. According to the         
bulletin, such "high-risk" mortgage derivative securities include securities    
having certain specified characteristics, which may include certain classes of  
Securities. In accordance with Section 402 of the Financial Institutions Reform,
Recovery and Enhancement Act of 1989, the foregoing bulletin will remain in     
effect unless and until modified, terminated, set aside or superseded by the    
FDIC. Similar policy statements have been issued by regulators having           
jurisdiction over the types of depository institutions.                         

 In September 1993 the National Association of Insurance Commissioners
released a draft model investment law (the "Model Law") which sets forth model  
investment guidelines for the insurance industry. Institutions subject to       
insurance regulatory authorities may be subject to restrictions on investment   
similar to those set forth in the Model Law and other restrictions.             

If specified in the related Prospectus Supplement, other classes of 
Offered Securities offered pursuant to this Prospectus will not constitute      
"mortgage related securities" under SMMEA. The appropriate characterization of  
this Offered Security under various legal investment restrictions, and thus the 
ability of investors subject to these restrictions to purchase such Offered     
Securities, may be subject to significant interpretive uncertainties.           

The Depositor will make no representations as to the proper         
characterization of the Offered Certificates for legal investment or financial  
institution regulatory purposes, or as to the ability of particular investors to
purchase any Offered Certificates under applicable legal investment             
restrictions. The uncertainties described above (and any unfavorable future     
determinations concerning legal investment or financial institution regulatory  
characteristics of the Offered Securities) may adversely affect the liquidity of
the Offered Securities.                                                         

The foregoing does not take into consideration the applicability of 
statutes, rules, regulations, orders, guidelines or agreements generally        
governing investments made by a particular investor, including, but not limited 
to, "prudent investor" provisions, percentage-of-assets limits and provisions   
which may restrict or prohibit investment in securities which are not "interest 
bearing" or "income paying."                                                    

There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase Offered Securities or to  
purchase Offered Securities representing more than a specified percentage of the
investor's assets. Accordingly, all investors whose investment activities are   
subject to legal investment laws and regulations, regulatory capital            
requirements or review by regulatory authorities should consult with their own  
legal advisors in determining whether and to what extent the Offered Securities 
of any class constitute legal investments or are subject to investment, capital 
or other restrictions.                                                          

PLAN OF DISTRIBUTION

The Offered Securities offered hereby and by the Supplements to this
Prospectus will be offered in series. The distribution of the Securities may be 
effected from time to time in one or more transactions, including negotiated    
transactions, at a fixed public offering price or at varying prices to be       
determined at the time of sale or at the time of commitment therefor. If so     
specified in the related Prospectus Supplement, the Offered Securities will be  
distributed in a firm commitment underwriting, subject to the terms and         
conditions of the underwriting agreement, by Merrill Lynch, Pierce, Fenner &    
Smith Incorporated ("Merrill Lynch") acting as underwriter with other           
underwriters, if any, named therein. Merrill Lynch is an affiliate of the       
Depositor. In such event, the Prospectus Supplement may also specify that the   
underwriters will not be obligated to pay for any Offered Securities agreed to  
be purchased by purchasers pursuant to purchase agreements acceptable to the    
Depositor. In connection with the sale of Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of                   

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Offered Securities in the form of discounts, concessions or commissions. The    
Prospectus Supplement will describe any such compensation paid by the Depositor.

Alternatively, the Prospectus Supplement may specify that Offered   
Securities will be distributed by Merrill Lynch and/or any other person or      
persons named therein acting as agent or in some cases as principal with respect
to Offered Securities that it has previously purchased or agreed to purchase. If
Merrill Lynch or such persons act as agents in the sale of Offered Securities,  
they will receive a selling commission with respect to such Offered Securities, 
depending on market conditions, expressed as a percentage of the aggregate      
principal balance or notional amount of such Offered Securities as of the Cut-  
off Date. The exact percentage for each series of Securities will be disclosed  
in the related Prospectus Supplement. To the extent that Merrill Lynch or such  
persons elect to purchase Offered Securities as principal, they may realize     
losses or profits based upon the difference between its purchase price and the  
sales price. The Prospectus Supplement with respect to any series offered other 
than through underwriters will contain information regarding the nature of such 
offering and any agreements to be entered into between the Depositor and        
purchasers of Offered Securities of such series.                                

    This Prospectus may be used, to the extent required, by Merrill Lynch or
any other Underwriter in connection with offers and sales related to market     
making transactions.                                                            

   The Depositor will indemnify Merrill Lynch and any underwriters against
certain civil liabilities, including liabilities under the Securities Act of    
1933, or will contribute to payments Merrill Lynch and any underwriters may be  
required to make in respect thereof.                                            

    In the ordinary course of business, Merrill Lynch and its affiliates may
engage in various securities and financing transactions, including repurchase   
agreements to provide interim financing of the Depositor's or Asset Seller's    
Assets pending the sale of such Assets or interests therein, including the      
Securities.                                                                     

      As to each series of Securities, only those classes rated in an investment
grade rating category by any Rating Agency will be offered hereby. Any          
non-investment-grade class may be initially retained by the Depositor or Asset  
Seller, and may be sold by the Depositor or Asset Seller at any time.           

   Upon receipt of a request by an investor who has received an electronic
Prospectus Supplement and Prospectus from the Underwriter or a request by such  
investor's representative within the period during which there is an obligation 
to deliver a Prospectus Supplement and Prospectus, the Depositor or the         
Underwriter will promptly deliver, or cause to be delivered, without charge, a  
paper copy of the Prospectus Supplement and Prospectus.                         

LEGAL MATTERS 

      Certain legal matters in connection with the Securities, including certain
federal income tax consequences, will be passed upon for the Depositor by       
Dechert LLP, New York, New York. Certain matters with respect to Delaware law   
will be passed upon for the Depositor by Richards, Layton & Finger, P.A.,       
Wilmington, Delaware.                                                           

FINANCIAL INFORMATION 

     A new Trust Fund will be formed with respect to each series of Securities
and no Trust Fund will engage in any business activities or have any assets or  
obligations prior to the issuance of the related series of Securities.          
Accordingly, no financial statements with respect to any Trust Fund will be     
included in this Prospectus or in the related Prospectus Supplement.            

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

     This Prospectus incorporates by reference all documents and reports filed
on behalf of the Depositor with respect to a Trust Fund pursuant to Section     
13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to 
the termination of the offering the related Securities. Upon request by         
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any person to whom this prospectus is delivered in connection with the offering 
of one or more Classes of Offered Securities, the Depositor will provide or     
cause to be provided without charge a copy of any of the documents and/or       
reports incorporated herein by reference, in each case to the extent the        
documents or reports relate to such Classes of Offered Securities, other than   
the exhibits to such documents (unless those exhibits are specifically          
incorporated by reference in such documents). Requests to the Depositor should  
be directed in writing to: Merrill Lynch Mortgage Investors, Inc., 250 Vesey    
Street, World Financial Center-North Tower, 10th Floor, New York, New York      
10281-1310, Attention: Secretary, telephone number (212) 449-0357. The Depositor
has determined that its financial statements are not material to the offering of
any Offered Securities.                                                         

 Investors may read and copy the documents and/or reports incorporated
herein by reference at the Public Reference Room of the Securities and Exchange 
Commission at 100 F Street, NE, Washington, D.C. 20549. Investors may obtain    
information on the operation of the Public Reference Room by calling the SEC at 
1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov  
containing reports, proxy and information statements and other information      
regarding issuers, including each Trust Fund, that file electronically with the 
SEC.                                                                            

RATINGS 

     It is a condition to the issuance of any class of Offered Securities that
they shall have been rated not lower than investment grade, that is, in one of  
the four highest rating categories, by a Rating Agency.                         

   Ratings on asset backed securities address the likelihood of receipt by
securityholders of all distributions on the underlying assets. These ratings    
address the structural, legal and issuer-related aspects associated with such   
certificates, the nature of the underlying assets and the credit quality of the 
guarantor, if any. Ratings on asset backed securities do not represent any      
assessment of the likelihood of principal prepayments by borrowers or of the    
degree by which such prepayments might differ from those originally anticipated.
As a result, securityholders might suffer a lower than anticipated yield, and,  
in addition, holders of stripped interest certificates in extreme cases might   
fail to recoup their initial 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.                                                          

    Although we anticipate that the Rating Agencies will continue to monitor
the rating on any Securities while they are outstanding, there can be no        
assurance that they will continue to do so.                                     

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INDEX OF DEFINED TERMS

                                                                [Download Table]
                                          
1986 Act............................    74
Accretion Directed..................    18
Accrual Class.......................    21
Accrual Securities..................    17
Accrued Security Interest...........    23
Agreement...........................    33
Allowable Interest Rate.............   110
Allowable Notional Amount...........   110
Amortizable Bond Premium                  
  Regulations.......................    70
Applicable Amount...................    88
ARM Loans...........................     8
Assets..............................     7
Asset Seller........................     7
Attestation Report..................    46
Available Distribution Amount.......    22
Average Interest Rate...............   109
Book-Entry Securities...............    18
Buydown Mortgage Loans..............    15
Buydown Period......................    15
Cash Flow Agreement.................    12
Cede................................    28
CEDEL...............................    28
CEDEL Participants..................    28
Certificates........................    17
Closing Date........................    78
CMT.................................     8
Code................................    68
CODI................................     9
COFI................................     8
Collection Account..................    36
Companion Class.....................    20
Component...........................    18
Component Securities................    18
Cooperative Loans...................    56
Cooperatives........................     7
Contributions Tax...................    91
COSI................................     9
Covered Trust.......................    53
CPI.................................     9
CPR.................................    14
Credit Support......................    12
Deferred Interest...................    75
Definitive Securities...............    18
Depositaries........................    29
Depositor...........................     7
Designated Transactions.............   108
Determination Date..................    22
DTC.................................    27
Due Period..........................    22
Eligible C Corporation..............    94
ERISA...............................   106
EURIBOR.............................     8
Euroclear...........................    29
Euroclear Cooperative...............    29
Euroclear Operator..................    29
Euroclear Participants..............    29
Exemption...........................   108
Exchangeable Certificates...........    30
Exchangeable Pool...................   102
Exchanged Class.....................   106
EYS Agreement.......................   111
FDIC................................    36
Fed Funds Rate......................     8
FHLB Index..........................     9
Fixed Rate Class....................    20
Floating Rate Class.................    20
GBP LIBOR...........................     8
Government Securities...............     7
Home Equity Loans...................    10
Home Improvement Contracts..........    10
Indenture...........................    17
Indenture Trustee...................    33
Indirect Participants...............    28
Insurance Proceeds..................    37
Interest-Only Class.................    20
Inverse Floating Rate Class.........    20
Investor Based Exemptions...........   113
L/C Bank............................    52
Labor...............................   107
Legislative History.................    72
Leveraged...........................   110
LIBOR...............................     8
LIBORSWAP...........................     8
Liquidation Proceeds................    37
Loan-to-Value Ratio.................     9
Lockout Class.......................    18
Manufactured Housing Contracts......    10
Master REMIC........................    77
Merrill Lynch.......................   115
Mezzanine Securities................    19
Model Law...........................   115
Mortgage Loan Group.................    17
Mortgage Loans......................     7
Mortgage Notes......................     8
Mortgage Rate.......................    11
Mortgages...........................     8
MTA.................................     8
NAS Class...........................    18
National Average Contract Mortgage        
  Rate..............................     9
National Monthly Median COFI........     8
NCUA................................   114
New Regulations.....................    76
Nonrecoverable Advance..............    25
Notional Amount Class...............    18
OID.................................    68
OID Regulations.....................    70
Originator..........................     8
OTS.................................   114
PAC.................................    18
Participants........................    28
Parties In Interest.................   106
Pass-Through Rate...................    23
Payment Lag Certificates............    84
Permitted Investments...............    34
Plan Asset Regulations..............   107
Planned Amortization Class..........    18
Plans...............................   106
Policy Statement....................   114
Pooling and Servicing Agreement.....    33
Pre-Funded Amount...................    11
Pre-Funding Period..................   109

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Prepayment Assumption........................         74
Primary Mortgage Insurance Policy............         42
Prime Rate...................................          8
Principal-Only Class.........................         21
Prohibited Transactions Tax..................         91
Purchase Price...............................         36
PTCE.........................................        110
PTE..........................................        108
Rating Agency................................        108
Received Class...............................        106
Record Date..................................         22
Refinance Loans..............................          9
Related Proceeds.............................         25
Relief Act...................................         64
REMIC Certificates...........................         77
REMIC Regular Certificateholders.............         78
REMIC Regular Certificates...................         77
REMIC Regulations............................         68
REMIC Residual Certificateholder.............         86
REMIC Residual Certificates..................         77
Retained Interest............................         45
Scheduled Amortization Class.................         19
Security.....................................         34
Security Balance.............................         24
Security Owners..............................         28
Senior Securities............................         17
Senior Support Securities....................         19
Sequential Pay Class.........................         19
Servicing Agreement..........................         33
Servicing Standard...........................         40
Short-Term Note..............................         96
SIBOR........................................          8
Similar Law..................................        107
Single Family Mortgage Loan..................          7
Single Family Property.......................          7
SMMEA........................................        113
SMMEA Securities.............................        113
SPA..........................................         14
Step-up Class................................         21
Strip........................................        105
Strip Class..................................         19
Stripped ARM Obligations.....................         75
Stripped Bond Certificates...................         72
Stripped Coupon Certificates.................         72
Stripped Interest Securities.................         17
Stripped Principal Securities................         17
Subordinate Securities.......................         17
Subsequent Assets............................         11
Sub-Servicer.................................         40
Sub-Servicing Agreement......................         40
Subsidiary REMIC.............................         77
Super-Premium Certificates...................         79
Super Senior Securities......................         19
Support Class................................         20
Swap.........................................        110
Swap Agreement...............................        110
TAC..........................................         20
T-Bill.......................................          8
Targeted Amortization Class..................         20
Tax Counsel..................................        101
Terms and Conditions.........................         29
Title V......................................         63
Title VIII...................................         64
Trust Agreement..............................         33
U.S. Person..................................         68
UCC..........................................         28
Value........................................          9
Variable Rate Class..........................         20
Voting Rights................................         48
Warranting Party.............................         35

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$2,185,364,100 (APPROXIMATE)

MERRILL LYNCH FIRST FRANKLIN MORTGAGE LOAN TRUST

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2007-1

MERRILL LYNCH MORTGAGE INVESTORS, INC.

 DEPOSITOR

----------

 PROSPECTUS SUPPLEMENT

----------

 MERRILL LYNCH & CO.

   You should rely on the information contained or incorporated by reference
in this prospectus supplement and the attached prospectus. We have not          
authorized anyone to provide you with different information.                    

    We are not offering these certificates in any state where the offer is not
permitted.                                                                      

    We represent the accuracy of the information in this prospectus supplement
and the attached prospectus only as of the dates stated on their respective     
covers.                                                                         

    Dealers will be required to deliver a prospectus supplement and prospectus
when acting as underwriters of these certificates and with respect to their     
unsold allotments or subscriptions. In addition, all dealers selling these      
certificates will deliver a prospectus supplement and prospectus until ninety   
days after the date of this prospectus supplement.                              

March 26, 2007