Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-2 – ‘FWP’ on 4/12/07 re: Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-2

On:  Thursday, 4/12/07, at 8:43pm ET   ·   As of:  4/13/07   ·   Accession #:  950123-7-5372   ·   File #:  333-140436-08

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Free Writing Prospectus   —   Rule 163/433
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                              192   1.08M 

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                                                         FREE WRITING PROSPECTUS
                                                      FILED PURSUANT TO RULE 433
                                                  REGISTRATION NO. 333-140436-08

(MERRILL LYNCH LOGO)                                                            

 ABS NEW TRANSACTION

 FREE WRITING PROSPECTUS

$[1,937,062,000] (APPROXIMATE)

MERRILL LYNCH FIRST FRANKLIN MORTGAGE LOAN TRUST
MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
 SERIES 2007-2

FIRST FRANKLIN FINANCIAL CORPORATION
 SPONSOR

MERRILL LYNCH MORTGAGE INVESTORS, INC.
 DEPOSITOR

HOME LOAN SERVICES, INC.
SERVICER

LASALLE BANK, NATIONAL ASSOCIATION
 TRUSTEE

APRIL [12], 2007

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 IMPORTANT NOTICES

The depositor has filed a registration statement (including a prospectus) with  
the SEC (File no. 333-140436) for the offering to which this free writing       
prospectus relates. Before you invest, you should read the prospectus in that   
registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You may get these 
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.        
Alternatively, the issuer, any underwriter or any dealer participating in the   
offering will arrange to send you the prospectus when it is available if you    
request it by calling the toll-free number at 1-800-248-3580.                   

This Free Writing Prospectus is not required to contain all information that is 
required to be included in the base prospectus and the prospectus supplement.   

The information in this Free Writing Prospectus is preliminary and is subject to
completion or change.                                                           

The information in this Free Writing Prospectus, if conveyed prior to the time  
of your commitment to purchase, supersedes any inconsistent information         
contained in any prior similar free writing prospectus relating to these        
securities.                                                                     

Numerous assumptions were used in preparing the Free Writing Prospectus which   
may or may not be stated therein. The Free Writing Prospectus should not be     
construed as either projections or predictions or as legal, tax, financial or   
accounting advice.                                                              

Any yields or weighted average lives shown in the Free Writing Prospectus are   
based on prepayment assumptions and actual prepayment experience may            
dramatically affect such yields or weighted average lives. In addition, it is   
possible that prepayments on the underlying assets will occur at rates slower or
faster than the rates assumed in the Free Writing Prospectus. Furthermore,      
unless otherwise provided, the Free Writing Prospectus assumes no losses on the 
underlying assets and no interest shortfall. The specific characteristics of the
securities may differ from those shown in the Free Writing Prospectus due to    
differences between the actual underlying assets and the hypothetical assets    
used in preparing the Free Writing Prospectus.                                  

This communication shall not constitute an offer to sell or the solicitation of 
any offer to buy nor shall there be any sale of the securities discussed in this
Free Writing Prospectus in any state in which such offer, solicitation or sale  
would be unlawful prior to registration or qualification under the securities   
laws of any such state.                                                         

Please be advised that asset-backed securities may not be appropriate for all   
investors. Potential investors must be willing to assume, among other things,   
market price volatility, prepayments, yield curve and interest rate risk.       
Investors should fully consider the risk of an investment in these securities.  

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

TERM SHEET
APRIL [12], 2007
MERRILL LYNCH FIRST FRANKLIN MORTGAGE LOAN TRUST
MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
 SERIES 2007-2
 $[1,937,062,000] (APPROXIMATE)(1)
 SUBJECT TO REVISION

                                                        [Enlarge/Download Table]

                                                                                                   EXPECTED   STATED      EXPECTED  
                                                WAL (YRS)    PAYMENT WINDOW                          FINAL     FINAL       RATINGS  
                APPROX                          (CALL(5)/      (CALL(5)/      PAYMENT   INTEREST   MATURITY  MATURITY     (S&P /    
   CLASS       SIZE ($)           COUPON        MATURITY)      MATURITY)       DELAY     ACCRUAL      (5)       (6)       MOODY'S)  
----------  -------------  -------------------  ---------  -----------------  -------  ----------  --------  --------  -------------
                                                                                                                                    
CLASS A-1     588,366,000  LIBOR + [ ] (2),(3)                        Not Offered Hereby                     May-2037   [AAA]/[Aaa] 
CLASS A-2A    437,506,000  LIBOR + [ ] (2),(3)                        Not Offered Hereby                     May-2037   [AAA]/[Aaa] 
CLASS A-2B    225,045,000  LIBOR + [ ] (2),(3)                        Not Offered Hereby                     May-2037   [AAA]/[Aaa] 
CLASS A-2C    259,476,000  LIBOR + [ ] (2),(3)                        Not Offered Hereby                     May-2037   [AAA]/[Aaa] 
CLASS A-2D    105,327,000  LIBOR + [ ] (2),(3)                        Not Offered Hereby                     May-2037   [AAA]/[Aaa] 
CLASS M-1      79,084,000  LIBOR + [ ] (2),(4)  4.68/5.21   42 - 79/42 - 156     0     Actual/360  Nov-2013  May-2037   [AA+]/[Aa1] 
CLASS M-2      78,083,000  LIBOR + [ ] (2),(4)                        Not Offered Hereby                     May-2037   [AA]/[Aa2]  
CLASS M-3      25,027,000  LIBOR + [ ] (2),(4)                        Not Offered Hereby                     May-2037   [AA-]/[Aa3] 
CLASS M-4      31,033,000  LIBOR + [ ] (2),(4)                        Not Offered Hereby                     May-2037    [A+]/[A1]  
CLASS M-5      26,028,000  LIBOR + [ ] (2),(4)  4.54/4.95   39 - 79/39 - 124     0     Actual/360  Nov-2013  May-2037    [A]/[A2]   
CLASS M-6      20,021,000  LIBOR + [ ] (2),(4)  4.52/4.90   38 - 79/38 - 118     0     Actual/360  Nov-2013  May-2037    [A-]/[A3]  
CLASS B-1      22,024,000  LIBOR + [ ] (2),(4)                        Not Offered Hereby                     May-2037  [BBB+]/[Baa1]
CLASS B-2      16,017,000  LIBOR + [ ] (2),(4)                        Not Offered Hereby                     May-2037  [BBB]/[Baa1] 
CLASS B-3      24,025,000  LIBOR + [ ] (2),(4)                        Not Offered Hereby                     May-2037  [BBB-]/[Baa2]
            -------------                                                                                                           
TOTAL:      1,937,062,000                                                                                                           
            =============                                                                                                           

1)   The approximate size is subject to a permitted variance in the aggregate of
plus or minus 10%.                                                    

2)   Subject to the related Available Funds Cap and related Maximum Rate Cap.   

3)   If the 10% optional termination is not exercised on the first Distribution 
  Date on which it is exercisable, on the following Distribution Date, the
 margin on each of the Class A-1, Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates will increase to 2x its respective margin.    

4)   If the 10% optional termination is not exercised on the first Distribution 
  Date on which it is exercisable, on the following Distribution Date, the
 margin on each 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 1.5x its respective margin.                               

5)   The Certificates will be priced at 20% HEP for the fixed rate mortgage     
     loans and at 100% PPC (2% CPR in month 1, building linearly (rounded to the
     nearest hundredth) to 30% CPR in month 12, remaining at 30% CPR until month
22, 50% CPR, from month 23 to month 27, and 35% CPR in month 28 and   
  thereafter) for the adjustable rate mortgage loans. Subject to a maximum
prepayment speed of 95% CPR. Assumes 10% optional termination occurs. 

6)   Latest maturity date for any mortgage loan plus one month.                 

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

CONTACTS

                                                                [Download Table]
                                                                                
MBS/ABS TRADING/SYNDICATE                                                       
Scott Soltas                  212-449-3659   scott_soltas@ml.com                
Vince Mora                    212-449-1437   vince_morajr@ml.com                
Brian Kane                    212-449-3660   brian_f_kane@ml.com                
Charles Sorrentino            212-449-3659   charles_sorrentino@ml.com          
Matthew Sawatzky              212-449-3660   matthew_sawatzky@ml.com            

GLOBAL ASSET BACKED FINANCE                                                     
Matt Whalen                   212-449-0752   matthew_whalen@ml.com              
Paul Park                     212-449-6380   paul_park@ml.com                   
Tom Saywell                   212-449-2122   tom_saywell@ml.com                 
Ketan Parekh                  212-449-9506   ketan_parekh@ml.com                
Fred Hubert                   212-449-5071   fred_hubert@ml.com                 
Alice Chu                     212-449-1701   alice_chu@ml.com                   
Sonia Lee                     212-449-5067   sonia_lee@ml.com                   
Calvin Look                   212-449-5029   calvin_look@ml.com                 
Yimin Ge                      212-449-9401   yimin_ge@ml.com                    
Hoi Yee Leung                 212-449-1901   hoiyee_leung@ml.com                
Mark Dereska                  212-449-1008   mark_dereska@ml.com                
Joseph Lee                    212-449-0879   joseph_lee@ml.com                  
Paul Fetch                    212-449-1002   paul_fetch@ml.com                  
Mike Merwin                   212-449-0067   michael_merwin@ml.com              

MOODY'S                                                                         
Jipil Ha                      212-553-1431   jipil.ha@moodys.com                

STANDARD & POOR'S                                                               
Jeremy Boardman               212-438-3789   jeremy_boardmanstandardandpoors.com
Jong Kim                      212-438-2886   jong_kim@standardandpoors.com      

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                                [Download Table]
                                                                                
TITLE OF CERTIFICATES     Merrill Lynch First Franklin Mortgage Loan Trust,     
                          Mortgage Loan Asset-Backed Certificates Series 2007-2,
                          consisting of:                                        

                          Class A-1 Certificates, Class A-2A, Class A-2B, Class 
                          A-2C and Class A-2D Certificates (collectively, the   
                          "Class A-2 Certificates" and together with the Class  
                          A-1 Certificates, the "Class A Certificates"), Class  
                          M-1, Class M-2, Class M-3, Class M-4, Class M-5 and   
                          Class M-6 Certificates (collectively, the "Class M    
                          Certificates"), and Class B-1, Class B-2 and Class B-3
                          Certificates (collectively, the "Class B              
                          Certificates"). The Class A Certificates, Class M,    
                          Class B-1, Class B-2, and Class B-3 Certificates are  
                          collectively known as the "Offered Certificates". The 
                          Class M and Class B Certificates are collectively     
                          known as the "Subordinate Certificates".              

UNDERWRITER               Merrill Lynch, Pierce, Fenner & Smith Incorporated    

DEPOSITOR                 Merrill Lynch Mortgage Investors, Inc.                

SPONSOR                   First Franklin Financial Corporation                  

ORIGINATOR                First Franklin Financial Corporation                  

ISSUING ENTITY            Merrill Lynch First Franklin Mortgage Loan Trust,     
                          Series 2007-2                                         

SERVICER                  Home Loan Services, Inc.                              

TRUSTEE                   LaSalle Bank, N.A.                                    

CAP PROVIDER              [To be determined]. The Cap Provider will act as      
                          counterparty on the Corridor Contracts decribed       
                          herein.                                               

SWAP COUNTERPARTY         [To be determined]. The Swap Counterparty currently   
                          has long term ratings of [To be determined] from      
                          Standard & Poor's, [To be determined] from Fitch      
                          Ratings and [To be determined] from Moody's Investors 
                          Service.                                              

CUT-OFF DATE              April 1, 2007                                         

PRICING DATE              On or about April [], 2007                            

CLOSING DATE              On or about April 26, 2007                            

DISTRIBUTION DATES        Distribution of principal and interest on the         
                          Certificates will be made on the 25th day of each     
                          month or, if such day is not a business day, on the   
                          first business day thereafter, commencing in May 2007.

ERISA CONSIDERATIONS      The Offered Certificates will be ERISA eligible as of 
                          the Closing Date. However, while any interest rate    
                          swap agreement is in effect, employee benefit plans or
                          other retirement arrangements may not acquire the     
                          certificates covered thereby unless such acquisition  
                          and holding is covered by and exempt under one of the 
                          investor-based exemptions issued by the Department of 
                          Labor. Investors should consult with their counsel    
                          with respect to the consequences under ERISA and the  
                          Internal Revenue Code of an ERISA Plan's acquisition  
                          and ownership of such Offered Certificates.           

LEGAL INVESTMENT          The Class A, Class M-1, Class M-2 and Class M-3       
                          Certificates will and the remaining classes of        
                          Subordinate Certificates will not constitute          
                          "mortgage-related securities" for the purposes of     
                          SMMEA.                                                

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                                [Download Table]
                                                                                
TAX STATUS                For federal income tax purposes, the Trust Fund will  
                          include two or more segregated asset pools, with      
                          respect to which elections will be made to treat each 
                          as a "real estate mortgage investment conduit"        
                          ("REMIC").                                            

OPTIONAL TERMINATION      The Trustee will be required to effect an auction of  
                          the assets of the Issuing Entity when the aggregate   
                          stated principal balance of the Mortgage Loans is less
                          than or equal to 10% of the aggregate stated principal
                          balance of the Mortgage Loans as of the Cut-Off Date. 
                          The auction will be effected via a solicitation of    
                          bids from at least three bidders. Any such auction    
                          will result in the termination of the Trust Fund only 
                          if the highest bid received is at least equal to the  
                          sum of (i) the aggregate outstanding principal balance
                          of the Mortgage Loans, plus accrued interest on the   
                          Mortgage Loans, (ii) any unreimbursed out-of-pocket   
                          costs and expenses and the principal portion of       
                          Advances, in each case previously incurred by the     
                          Servicer in the performance of its servicing          
                          obligations, (iii) any Net Swap Payment or any swap   
                          termination payment owed to the Swap Counterparty     
                          pursuant to the Swap Contract, and (iv) the costs     
                          incurred by the Trustee in connection with such       
                          auction.                                              

MORTGAGE LOANS            The Mortgage Loans consist of 10,096 conforming and   
                          non-conforming, fixed rate and adjustable rate,       
                          conventional closed-end Mortgage Loans with an        
                          aggregate principal balance of approximately          
                          $2,002,132,044, secured by first lien, level pay,     
                          interest only, non interest only, fully amortizing and
                          balloon mortgages on conventional one to four family  
                          residential properties and will be serviced by Home   
                          Loan Services, Inc. The collateral information        
                          presented in this term sheet regarding the Mortgage   
                          Pool is as of April 1, 2007. The information regarding
                          the Mortgage Loans is based on the principal balance  
                          of the Mortgage Loans as of the Cut-Off Date assuming 
                          the timely receipt of principal scheduled to be paid  
                          on the Mortgage Loans on or prior to the Cut-Off Date.
                          It is possible that principal prepayments in part or  
                          in full may occur between the Cut-Off Date and the    
                          Closing Date. Moreover, certain Mortgage Loans        
                          included in the Mortgage Pool as of the Cut-Off Date  
                          may not be included in the final Mortgage Pool due to 
                          prepayments in full, or as a result of not meeting the
                          eligibility requirements for the final Mortgage Pool, 
                          and certain other Mortgage Loans may be included in   
                          the final Mortgage Pool. As a result of the foregoing,
                          the statistical distribution of characteristics as of 
                          the Cut-Off Date and as of the Closing Date for the   
                          final Mortgage Pool may vary somewhat from the        
                          statistical distribution of such characteristics as of
                          the Cut-Off Date as presented herein, although such   
                          variance should not be material. In addition, the     
                          final Mortgage Pool may vary plus or minus 5.0% from  
                          the Cut-Off Date Pool of Mortgage Loans described in  
                          this free writing prospectus. Please see collateral   
                          tables herein for additional information.             

                          The Mortgage Pool will be divided into two groups:    

                          -    Group I Mortgage Loans will consist of           
                               approximately 3,827 fixed and adjustable rate    
                               Mortgage Loans with an aggregate principal       
                               balance of approximately $729,078,280 and with   
                               principal balances at origination that conform to
                               principal balance limits of Fannie Mae and       
                               Freddie Mac.                                     

                          -    Group II Mortgage Loans will consist of          
                               approximately 6,269 fixed and adjustable rate    
                               Mortgage Loans with an aggregate principal       
                               balance of approximately $1,273,053,764 and with 
                               principal balances at origination that may or may
                               not conform to principal balance limits of Fannie
                               Mae and Freddie Mac.                             

TOTAL DEAL SIZE           Approximately $[1,937,062,000]                        

ADMINISTRATIVE FEES       Fees aggregating 50.00 bps per annum (payable monthly)
                          on the stated principal balance of the Mortgage Loans 
                          serviced by Home Loan Services, Inc.                  

CREDIT ENHANCEMENTS       1.   Excess interest                                  

                          2.   Over-Collateralization                           

                          3.   Subordination                                    

                          4.   Net Swap Payments received from the Swap         
                               Counterparty (if any)                            

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                                [Download Table]
                                                                                
EXCESS INTEREST           Excess interest cashflow will be available as credit  
                          enhancement.                                          

OVER-COLLATERALIZATION    The over-collateralization ("O/C") amount is equal to 
                          the excess of the aggregate principal balance of the  
                          Mortgage Loans over the aggregate principal balance of
                          the Certificates. On the Closing Date, the            
                          over-collateralization amount will equal approximately
                          [3.25]% of the aggregate principal balance of the     
                          Mortgage Loans as of the Cut-Off Date. To the extent  
                          the over-collateralization amount is reduced below the
                          over-collateralization target amount (i.e., [3.25]% of
                          the aggregate principal balance of the Mortgage Loans 
                          as of the Cut-Off Date), excess cashflow will be      
                          directed to build O/C until the over-collateralization
                          target amount is restored.                            

                          Initial: Approximately [3.25]% of the aggregate       
                          principal balance of the Mortgage Loans as of the     
                          Cut-Off Date                                          

                          Target: [3.25]% of the aggregate principal balance of 
                          the Mortgage Loans as of the Cut-Off Date before      
                          stepdown, [6.50]% of the current balance of the       
                          Mortgage Loans after stepdown                         

                          Floor: [0.50]% of the aggregate principal balance of  
                          the Mortgage Loans as of the Cut-Off Date             

                          (PRELIMINARY AND SUBJECT TO REVISION)                 

SUBORDINATION (1):         CLASSES     RATING (S/M)   SUBORDINATION             
                          ---------   -------------   -------------             
                           Class A     [AAA]/[Aaa]       [19.30%]               
                          Class M-1    [AA+]/[Aa1]       [15.35%]               
                          Class M-2    [AA]/[Aa2]        [11.45%]               
                          Class M-3    [AA-]/[Aa3]       [10.20%]               
                          Class M-4     [A+]/[A1]         [8.65%]               
                          Class M-5     [A]/[A2]          [7.35%]               
                          Class M-6     [A-]/[A3]         [6.35%]               
                          Class B-1   [BBB+]/[Baa1]       [5.25%]               
                          Class B-2   [BBB]/[Baa1]        [4.45%]               
                          Class B-3   [BBB-]/[Baa2]       [3.25%]               

CLASS SIZES:               CLASSES    RATING (S/M)     CLASS SIZES              
                          ---------   -------------   -------------             
                           Class A     [AAA]/[Aaa]       [80.70%]               
                          Class M-1    [AA+]/[Aa1]        [3.95%]               
                          Class M-2    [AA]/[Aa2]         [3.90%]               
                          Class M-3    [AA-]/[Aa3]        [1.25%]               
                          Class M-4     [A+]/[A1]         [1.55%]               
                          Class M-5     [A]/[A2]          [1.30%]               
                          Class M-6     [A-]/[A3]         [1.00%]               
                          Class B-1   [BBB+]/[Baa1]       [1.10%]               
                          Class B-2   [BBB]/[Baa1]        [0.80%]               
                          Class B-3   [BBB-]/[Baa2]       [1.20%]               

(1)  The subordination includes the initial over-collateralization level of     
     approximately [3.25]%.                                                     

INTEREST ACCRUAL          Interest on the Offered Certificates will initially   
                          accrue from the Closing Date to (but excluding) the   
                          first Distribution Date, and thereafter, from the     
                          prior Distribution Date to (but excluding) the current
                          Distribution Date, on an actual/360 basis             

COUPON STEP UP            If the 10% optional termination does not occur on the 
                          first Distribution Date following the Distribution    
                          Date on which it is possible, (i) the margin on each  
                          class of the Class A Certificates will increase to 2x 
                          its respective margin, and (ii) the margin on each    
                          class of the Subordinate Certificates will increase to
                          1.5x its respective margin.                           

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                                [Download Table]
                                                                                
SWAP CONTRACT             The supplemental interest trust, for the benefit of   
(PRELIMINARY AND          the Issuing Entity, will include a swap derivative    
SUBJECT TO REVISION)      contract for the benefit of the Certificates (the     
                          "Swap Contract") to (i) protect against interest rate 
                          risk from upward movement in one-month LIBOR, (ii)    
                          diminish basis risk associated with the hybrid        
                          adjustable-rate mortgage loans and (iii) provide      
                          additional credit enhancement in respect of the       
                          Certificates. On each Distribution Date, the          
                          supplemental interest trust will be required to make  
                          payments to the Swap Counterparty based on the        
                          applicable fixed rate and on the applicable notional  
                          balance for the Distribution Date specified in the    
                          schedule hereto and the supplemental interest trust   
                          will be entitled to receive payments from the Swap    
                          Counterparty based on one-month LIBOR and the         
                          applicable notional balance for the Distribution Date 
                          specified in the schedule hereto. The payments from   
                          the supplemental interest trust to the Swap           
                          Counterparty and from the Swap Counterparty to the    
                          supplemental interest trust on each Distribution Date 
                          will be netted so that only the net payment (the "Net 
                          Swap Payment") will be paid by the party owing the    
                          higher of the two payments on such Distribution Date. 
                          Any Net Swap Payment received from the Swap           
                          Counterparty will be available to pay current interest
                          and any interest shortfalls, to build or maintain     
                          over-collateralization, to pay any unpaid realized    
                          loss amounts and to pay any basis risk shortfalls on  
                          the relevant Distribution Date.                       

AVAILABLE FUNDS CAPS      Class A-1 Certificates: The per annum rate equal to   
                          the product of (i) 12, (ii) the quotient of (x) the   
                          total scheduled interest on the Group I 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 I Mortgage
                          Loans to the total pool of Mortgage Loans) allocable  
                          to the Group I 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 I     
                          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.  

                          Class A-2 Certificates: The per annum rate equal to   
                          the product of (i) 12, (ii) the quotient of (x) the   
                          total scheduled interest on the Group II 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 II        
                          Mortgage Loans to the total pool of Mortgage Loans)   
                          allocable to the Group II 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 II    
                          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.  

                          Subordinate Certificates: The per annum rate equal to 
                          the weighted average (weighted in proportion to the   
                          results of subtracting from the aggregate principal   
                          balance of each Loan Group the current principal      
                          balance of the related Class A Certificates) of the   
                          Class A-1 Available Funds Cap and the Class A-2       
                          Available Funds Cap.                                  

                          "Net Mortgage Rate" means, with respect to any        
                          mortgage loan the mortgage rate on such mortgage loan 
                          less the administrative fees.                         

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                               8

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                                [Download Table]
                                                                                
CORRIDOR CONTRACTS        The Certificates will also each have the benefit of   
                          one of the three corridor contracts (each a, "Corridor
                          Contract") as specified below:                        

                                           NUMBER    BEGINNING     1ML LIBOR    
                                             OF    DISTRIBUTION  STRIKE, UPPER  
                          CLASS            MONTHS      DATE          COLLAR     
                          -----            ------  ------------  -------------  
                          Class A-1                                             
                             Certificates     6      May 2007       10.860%     
                          Class A-2                                             
                             Certificates     6      May 2007       10.280%     
                          Subordinate                                           
                             Certificates     6      May 2007        8.540%     

                          Payments received on the related Corridor Contract    
                          will be available to pay amounts to the holders of the
                          related Certificates, only in respect of shortfalls   
                          arising as a result of the applicable Available Funds 
                          Cap, as described herein (except to the extent        
                          attributable to the fact that Realized Losses are not 
                          allocated to the Class A Certificates after the       
                          Subordinate Certificates have been written down to    
                          zero).                                                

MAXIMUM RATE CAPS         The pass-through rates of each of the Offered         
                          Certificates will also be subject to a related        
                          "Maximum Rate Cap", which will be calculated in the   
                          same manner as the related Available Funds Cap, but   
                          based on the net maximum mortgage rate rather than the
                          net mortgage rate. Any interest shortfall due to the  
                          Maximum Rate Caps will not be reimbursed.             

SHORTFALL REIMBURSEMENT   With respect to any Class of Certificates on any      
                          Distribution Date, an amount equal to the sum of (A)  
                          the excess, if any, of (1) the amount of interest that
                          such Class would have accrued on such Distribution    
                          Date had the pass-through rate for that Class been    
                          equal to the lesser of (a) LIBOR plus the related     
                          margin and (b) the greater of (x) the related Maximum 
                          Rate Cap for such Distribution Date and (y) a per     
                          annum rate equal to the sum of (i) the related        
                          Available Funds Cap and (ii) the product of (AA) a    
                          fraction, stated as a percentage, 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) a fraction, stated as a       
                          percentage, the numerator of which is an amount equal 
                          to the proceeds, if any, payable under the related    
                          Corridor Contract with respect to such Distribution   
                          Date and the denominator of which is the aggregate    
                          certificate principal balance of the related Class or 
                          Classes of Certificates immediately prior to such     
                          Distribution Date and (y) a fraction, as stated as a  
                          percentage, the numerator of which is an amount equal 
                          to any Net Swap Payments owed by the Swap Counterparty
                          for such Distribution Date and the denominator of     
                          which is the aggregate Stated Principal Balance of the
                          Mortgage Loans as of the immediately preceding        
                          Distribution Date, over (2) the amount of interest    
                          that each such Class accrued on such Distribution Date
                          based on a pass-through rate equal to the related     
                          Available Funds Cap and (B) the unpaid portion of any 
                          such excess from the prior Distribution Date (and     
                          interest accrued thereon at the current applicable    
                          pass-through rate for such Class, without giving      
                          effect to the related Available Funds Cap) (herein    
                          referred to as a "Carryover"). Such reimbursement will
                          be paid only on a subordinated basis, as described    
                          below in the "Cashflow Priority" section. No such     
                          Carryover with respect to a Class will be paid to such
                          Class once the certificate principal balance thereof  
                          has been reduced to zero.                             

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                               9

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                                [Download Table]
                                                                                
CASHFLOW PRIORITY         1.   Repayment of any unreimbursed Servicer advances. 

                          2.   Servicing Fees and Trustee Fees, as applicable.  

                          3.   Available interest funds, as follows: to pay to  
                               the Swap Counterparty any Net Swap Payment or any
                               swap termination payment owed to the Swap        
                               Counterparty pursuant to the Swap Contract in the
                               event that the supplemental interest trust is the
                               defaulting party or an affected party under the  
                               Swap Contract.                                   

                          4.   Available interest funds not used as provided in 
                               paragraph 3 above, as follows: monthly interest, 
                               including any unpaid monthly interest from prior 
                               months, concurrently, on a pro rata basis to each
                               class of the Class A Certificates; then monthly  
                               interest, including any unpaid monthly interest  
                               from prior months, sequentially to the Class M-1 
                               Certificates, then to the Class M-2 Certificates,
                               then to the Class M-3 Certificates, then to the  
                               Class M-4 Certificates, then to the Class M-5    
                               Certificates, then to the Class M-6              
                               Certificates, then to the Class B-1 Certificates,
                               then to the Class B-2 Certificates, and then to  
                               the Class B-3 Certificates.                      

                          5.   Available principal funds, as follows: to the    
                               extent not paid pursuant to paragraph 3 above,   
                               any Net Swap Payment or swap termination payment 
                               owed to the Swap Counterparty pursuant to the    
                               Swap Contract in the event that the supplemental 
                               interest trust is the defaulting party or an     
                               affected party under the Swap Contract, then     
                               monthly principal to the Class A Certificates as 
                               described under "PRINCIPAL PAYDOWN", sequentially
                               monthly principal to the Class M-1 Certificates, 
                               then monthly principal to the Class M-2          
                               Certificates, then monthly principal to the Class
                               M-3 Certificates, then monthly principal to the  
                               Class M-4 Certificates, then monthly principal to
                               the Class M-5 Certificates, then monthly         
                               principal to the Class M-6 Certificates, then    
                               monthly principal to the Class B-1 Certificates, 
                               then monthly principal to the Class B-2          
                               Certificates, then monthly principal to the Class
                               B-3 Certificates, in each case as described under
                               "PRINCIPAL PAYDOWN."                             

                          6.   Excess interest in the order as described under  
                               "PRINCIPAL PAYDOWN" if necessary to restore O/C  
                               to the required level.                           

                          7.   Excess interest to pay subordinate principal     
                               shortfalls.                                      

                          8.   Excess interest to pay Carryover resulting from  
                               imposition of the related Available Funds Cap.   

                          9.   Excess interest to pay to the Swap Counterparty  
                               any remaining amounts owing to the Swap          
                               Counterparty pursuant to the Swap Contract.      

                          10.  Any remaining amount will be paid in accordance  
                               with the Pooling and Servicing Agreement and will
                               not be available for payment to holders of the   
                               Offered Certificates.                            

                          Payments received on the related Corridor Contracts   
                          will only be available to the related classes of      
                          Certificates to pay amounts in respect of Carryovers  
                          other than any Carryovers resulting from the fact that
                          realized losses are not allocated to the Class A      
                          Certificates after the Subordinate Certificates have  
                          been written down to zero. Any excess of amounts      
                          received on the related Corridor Contracts over       
                          amounts needed to pay such Carryovers on the related  
                          classes of Certificates will be distributed in respect
                          of other classes of certificates not described herein.

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

PRINCIPAL PAYDOWN                                                               

IF THE SUBORDINATE CLASS PRINCIPAL DISTRIBUTION TEST IS NOT MET:                

  All scheduled and unscheduled principal received from the Mortgage Loans
  plus excess spread to the extent distributable as principal to replenish
O/C to the required level will be paid to the Class A Certificates, as
follows:                                                              

 1)   The Group I Principal Distribution Percentage of (i) scheduled and
          unscheduled principal received from the Mortgage Loans and (ii) excess
       spread to the extent distributable as principal to replenish O/C to
  the required level will be paid to the Class A-1 Certificates.

  2)   The Group II Principal Distribution Percentage of (i) scheduled and
          unscheduled principal received from the Mortgage Loans and (ii) excess
       spread to the extent distributable as principal to replenish O/C to
  the required level will be paid to the Class A-2 Certificates.

Group I Principal Distribution Percentage means with respect to any   
     Distribution Date, the fraction expressed as a percentage, the numerator of
  which is the amount of scheduled and unscheduled principal received with
  respect to Group I Mortgage Loans and distributable on such Distribution
Date, and the denominator of which is the amount of scheduled and     
unscheduled principal received from all of the Mortgage Loans and     
distributable on such Distribution Date.                              

Group II Principal Distribution Percentage means with respect to any  
     Distribution Date, the fraction expressed as a percentage, the numerator of
  which is the amount of scheduled and unscheduled principal received with
   respect to Group II Mortgage Loans and distributable on such Distribution
Date, and the denominator of which is the amount of scheduled and     
unscheduled principal received from all of the Mortgage Loans and     
distributable on such Distribution Date.                              

 Principal distributions allocated to the Class A-2 Certificates will be
distributed sequentially to the Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates; provided however, that on and after the      
   Distribution Date on which the aggregate certificate principal balance of
    Subordinate Certificates and the Class C Certificates have been reduced to
     zero, any principal distributions will be distributed pro rata to the Class
A-2A, Class A-2B, Class A-2C and Class A-2D Certificates.             

  After the certificate principal balance of either the Class A-1 or Class
   A-2 Certificates has been reduced to zero, the amounts remaining referred
     to in (1) or (2) above, as applicable, will be distributed to the Class A-1
 or Class A-2 Certificates (i.e., whichever such class or classes remain
     outstanding), as the case may be. After the aggregate certificate principal
balance of each of the Class A-1 and Class A-2 Certificates has been  
 reduced to zero, the amounts remaining referred to in (1) and (2) above
  will be distributed sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3   
Certificates in each case, until reduced to zero.                     

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              11

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

IF THE SUBORDINATE CLASS PRINCIPAL DISTRIBUTION TEST IS MET:                    

    All Certificates will be entitled to receive payments of principal, in the
   following order of priority: first to the Class A Certificates, second to
    the Class M-1 Certificates, third to the Class M-2 Certificates, fourth to
   the Class M-3 Certificates, fifth to the Class M-4 Certificates, sixth to
   the Class M-5 Certificates, seventh to the Class M-6 Certificates, eighth
to the Class B-1 Certificates, ninth to the Class B-2 Certificates and
   tenth to the Class B-3 Certificates, in each case up to amounts necessary
  to maintain the subordination for each class at its required level. Such
required levels of subordination are approximately as follows:        

                                                                [Download Table]
                     
CLASS A     [38.60%*]
CLASS M-1   [30.70%*]
CLASS M-2   [22.90%*]
CLASS M-3   [20.40%*]
CLASS M-4   [17.30%*]
CLASS M-5   [14.70%*]
CLASS M-6   [12.70%*]
CLASS B-1   [10.50%*]
CLASS B-2    [8.90%*]
CLASS B-3    [6.50%*]

*    includes 2x the overcollateralization of [3.25]%                           

THE SUBORDINATE CLASS PRINCIPAL DISTRIBUTION TEST IS MET IF:                    

1)   The Distribution Date is on or after the earlier of:                       

i)   the first Distribution Date on which the aggregate certificate   
      principal balance of the Class A-1 and Class A-2 Certificates have
been reduced to zero; and                                   

ii)  the later of the:                                                

a.   May 2010 Distribution Date; and                        

         b.   the applicable Subordinate Class Principal Distribution Date has
occurred (as described below); and                

2)   A Step Down Loss Trigger Event does not exist.                             

                                                                [Download Table]
                                                                                
SUBORDINATE CLASS         The first Distribution Date on which the senior       
PRINCIPAL DISTRIBUTION    enhancement percentage (i.e., the sum of the          
DATE                      outstanding principal balance of the Subordinate      
                          Certificates and the O/C amount divided by the        
                          aggregate stated principal balance of the Mortgage    
                          Loans, as of the end of the related due period) is    
                          greater than or equal to the Senior Specified         
                          Enhancement Percentage (including O/C), which is equal
                          to two times the initial Class A subordination        
                          percentage.                                           

                          SENIOR SPECIFIED ENHANCEMENT PERCENTAGE:              
                          [38.60]%                                              

                          or                                                    

                          ([16.05]%+[3.25]%)*2                                  

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              12

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

                                                        [Enlarge/Download Table]
                                                                                                          
STEPDOWN LOSS TRIGGER   The situation that exists with respect to any                                     
EVENT (PRELIMINARY AND  Distribution Date on or after the Stepdown Date, if                               
SUBJECT TO REVISION)    (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 and REO                                  
                        Properties) and (2) the Stated Principal Balance of                               
                        all the Mortgage Loans as of the preceding Servicer                               
                        Remittance Date, equals or exceeds the product of (i)                             
                        [41.45]% 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 Required Loss Percentage                                 
                        shown below.                                                                      

                        DISTRIBUTION DATE OCCURRING   REQUIRED LOSS PERCENTAGE                            
                        ---------------------------   ------------------------                            
                        May 2009 - April 2010         [1.30]% with respect to May 2009, plus an additional
                                                      1/12th [1.55]% for each month thereafter            
                        May 2010 - April 2011         [2.85]% with respect to May 2010, plus an additional
                                                      1/12th of [1.65]% for each month thereafter         
                        May 2011 - April 2012         [4.50]% with respect to May 2011, plus an additional
                                                      1/12th of [1.35]% for each month thereafter         
                        May 2012 - April 2013         [5.85]% with respect to May 2012, plus an additional
                                                      1/12th of [0.70]% for each month thereafter         
                        May 2013 and thereafter       [6.55]%                                             

REQUIRED PERCENTAGE     For any Distribution Date, (i) the aggregate Stated                               
                        Principal Balance of the Mortgage Loans as of the                                 
                        prior Distribution Date less the outstanding                                      
                        certificate principal balance of the most senior class                            
                        of certificates (for purposes of this calculation, the                            
                        Class A Certificates are considered as a single class)                            
                        prior to any distributions on such Distribution Date                              
                        divided by (ii) the aggregate Stated Principal Balance                            
                        of the Mortgage Loans as of the prior Distribution                                
                        Date.                                                                             

                                 (PRELIMINARY AND SUBJECT TO REVISION)                                    

ALLOCATION OF REALIZED  Allocation of Realized Losses: The principal portion                              
LOSSES                  of realized losses on the Mortgage Loans will be                                  
                        allocated as follows: first, to the excess interest,                              
                        second, to the O/C Amount, until the O/C Amount is                                
                        reduced to zero; and, third, to the Class B                                       
                        Certificates in reverse order of their numerical class                            
                        designation until the respective certificate principal                            
                        balance of each such class has been reduced to zero;                              
                        and fourth, to the Class M Certificates in reverse                                
                        order of their numerical class designation until the                              
                        respective certificate principal balance of each such                             
                        class has been reduced to zero. Realized losses are                               
                        NOT allocated to the Class A Certificates after the                               
                        certificate principal balance of each class of the                                
                        Subordinate Certificates has been reduced to zero.                                

PROSPECTUS              The Offered Certificates will be offered pursuant to a                            
                        Prospectus which includes a Prospectus Supplement                                 
                        (together, the "Prospectus"). Sales of the Offered                                
                        Certificates may not be consummated unless the                                    
                        purchaser has received the Prospectus.                                            

MORTGAGE LOAN TABLES    The following tables in the Appendix 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 below may not equal the total indicated                            
                        due to rounding.                                                                  


 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              13

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 GROUP I FIXED RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                           ORIGINAL        REMAINING     ORIGINAL  REMAINING   ORIGINAL 
                                                         AMORTIZATION    AMORTIZATION   INTEREST-  INTEREST-   MONTHS TO
                            NET    ORIGINAL  REMAINING       TERM            TERM          ONLY       ONLY    PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM       TERM    (LESS IO-TERM)  (LESS IO-TERM)     TERM       TERM      PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)     (MONTHS)        (MONTHS)      (MONTHS)   (MONTHS)  EXPIRATION
-------------  --------  --------  --------  ---------  --------------  --------------  ---------  ---------  ----------
                                                                                                                        
   966,620.65     9.272     8.772       360        360             480             480          0          0          36
 1,925,316.46     9.784     9.284       360        360             600             600          0          0          36
   259,235.23     7.800     7.300       180        179             180             179          0          0          36
   153,556.77     9.041     8.541       360        360             360             360          0          0          24
 2,579,537.83     9.225     8.725       360        359             360             359          0          0          36
   708,550.00     9.911     9.411       360        359             300             300         60         59          36
   142,375.00     9.050     8.550       360        360             480             480          0          0          24
   464,838.92     8.036     7.536       360        359             480             479          0          0          36
   596,143.59     8.854     8.354       360        359             600             599          0          0          36
    85,500.00     8.250     7.750       180        180             180             180          0          0          36
   287,314.28    11.297    10.797       360        359             360             359          0          0          24
 2,322,350.28     8.644     8.144       360        360             360             360          0          0          36
   499,700.00     9.396     8.896       360        359             300             300         60         59          36
   419,777.19     8.084     7.584       360        359             600             599          0          0          36
   499,442.31     7.927     7.427       360        360             360             360          0          0          36
   112,500.00    10.150     9.650       360        360             300             300         60         60          24
   202,500.00     9.100     8.600       360        360             300             300         60         60          36
   496,679.72     9.305     8.805       360        360             600             600          0          0          24
 1,168,109.35     9.116     8.616       360        360             360             360          0          0          24
   507,884.80     9.207     8.707       360        359             480             479          0          0          36
   112,500.00    10.700    10.200       360        360             600             600          0          0          12
   545,958.23     8.686     8.186       360        360             600             600          0          0          36
   144,000.00    11.750    11.250       360        360             360             360          0          0          12
   210,621.13    10.839    10.339       360        359             360             359          0          0          24
 2,879,611.48     9.236     8.736       360        360             360             360          0          0          36
   171,000.01     9.550     9.050       360        359             300             300         60         59          36
   507,278.02     9.887     9.387       360        359             600             599          0          0          36
   197,417.60     7.800     7.300       180        179             180             179          0          0          36
 1,938,591.79     8.759     8.259       360        359             360             359          0          0          36
   141,450.00    10.250     9.750       360        359             300             300         60         59          36
 1,069,972.80     9.644     9.144       360        360             480             480          0          0          36
 1,596,769.32    10.230     9.730       360        359             600             599          0          0          36
    93,500.00     9.300     8.800       180        180             180             180          0          0          36
 4,077,472.32     8.991     8.491       360        359             360             359          0          0          36
   138,550.00     8.750     8.250       180        179             120             120         60         59          36
   141,300.00     9.700     9.200       360        360             300             300         60         60          36
 2,805,961.23     7.415     6.915       360        359             480             479          0          0          12
 5,000,410.09     8.479     7.979       360        359             480             479          0          0          36
 3,360,365.41     8.596     8.096       360        360             600             600          0          0          12
   456,160.63     8.583     8.083       360        359             600             599          0          0          24
10,923,060.14     8.093     7.593       360        360             600             600          0          0          36
   142,200.00     7.900     7.400       180        180             180             180          0          0          12
 1,685,749.76     7.439     6.939       180        180             180             180          0          0          36
 5,603,784.77     8.299     7.799       360        359             360             359          0          0          12
29,626,093.41     7.786     7.286       360        360             360             360          0          0          36
   430,200.00     9.665     9.165       180        179             120             120         60         59          36
   911,600.00     7.998     7.498       360        359             300             300         60         59          12
   414,820.00     8.895     8.395       360        359             300             300         60         59          24
 4,463,610.00     8.439     7.939       360        359             300             300         60         59          36
   212,972.01    10.641    10.141       180        180             360             360          0          0           0
 3,010,645.96     9.677     9.177       360        359             480             479          0          0           0
 8,711,502.23     9.493     8.993       360        359             600             599          0          0           0

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 GROUP I FIXED RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]

                                                           ORIGINAL        REMAINING     ORIGINAL  REMAINING   ORIGINAL 
                                                         AMORTIZATION    AMORTIZATION   INTEREST-  INTEREST-   MONTHS TO
                            NET    ORIGINAL  REMAINING       TERM            TERM          ONLY       ONLY    PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM       TERM    (LESS IO-TERM)  (LESS IO-TERM)     TERM       TERM      PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)     (MONTHS)        (MONTHS)      (MONTHS)   (MONTHS)  EXPIRATION
-------------  --------  --------  --------  ---------  --------------  --------------  ---------  ---------  ----------
                                                                                                                        
 1,949,385.53     6.995     6.495       180        180             180             180          0          0           0
26,553,131.56     8.473     7.973       360        359             360             359          0          0           0
   866,200.00     9.339     8.839       180        180             120             120         60         60           0
 4,187,144.25     8.961     8.461       360        359             300             300         60         59           0

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              15

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

GROUP II FIXED RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]

                                                           ORIGINAL        REMAINING     ORIGINAL  REMAINING   ORIGINAL 
                                                         AMORTIZATION    AMORTIZATION   INTEREST-  INTEREST-   MONTHS TO
                            NET    ORIGINAL  REMAINING       TERM            TERM          ONLY       ONLY    PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM       TERM    (LESS IO-TERM)  (LESS IO-TERM)     TERM       TERM      PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)     (MONTHS)        (MONTHS)      (MONTHS)   (MONTHS)  EXPIRATION
-------------  --------  --------  --------  ---------  --------------  --------------  ---------  ---------  ----------
                                                                                                                        
 1,247,760.65     9.244     8.744       360        360             480             480          0          0          36
 1,491,922.18    10.410     9.910       360        360             600             600          0          0          36
    69,990.77     7.650     7.150       180        179             180             179          0          0          36
   138,000.00    11.175    10.675       360        360             360             360          0          0          24
 4,325,320.23     9.920     9.420       360        359             360             359          0          0          36
 1,767,950.00    11.122    10.622       360        359             300             300         60         59          36
   183,964.64     7.676     7.176       360        360             480             480          0          0          36
   538,012.69    10.028     9.528       360        359             600             599          0          0          36
   199,235.00     6.250     5.750       360        356             360             356          0          0          12
   193,951.59    10.084     9.584       360        359             360             359          0          0          24
 4,429,213.92     9.229     8.729       360        359             360             359          0          0          36
   139,500.00     8.600     8.100       360        359             300             300         60         59          12
   524,400.00     9.468     8.968       360        359             300             300         60         59          36
   116,750.00    10.900    10.400       360        360             480             480          0          0          36
   293,993.56    11.715    11.215       360        359             600             599          0          0          36
    96,000.00     9.300     8.800       360        360             360             360          0          0          12
   489,656.54     8.787     8.287       360        360             360             360          0          0          36
   496,000.00    10.273     9.773       360        360             480             480          0          0          24
   112,000.00     9.850     9.350       360        360             600             600          0          0          12
   699,797.58     9.991     9.491       360        360             600             600          0          0          24
 2,346,285.82     9.084     8.584       360        360             360             360          0          0          24
   139,410.00     9.850     9.350       180        180             120             120         60         60          24
   314,050.00    10.120     9.620       360        359             300             300         60         59          24
    87,500.00     9.100     8.600       180        180             360             360          0          0          36
    53,947.22    12.750    12.250       360        358             480             478          0          0          24
   751,785.99    10.826    10.326       360        359             480             479          0          0          36
 1,244,293.89    10.774    10.274       360        360             600             600          0          0          36
   150,962.56     8.052     7.552       180        179             180             179          0          0          36
   275,237.02    10.479     9.979       360        359             360             359          0          0          24
 5,821,480.38     9.489     8.989       360        360             360             360          0          0          36
   407,200.00    10.661    10.161       360        360             300             300         60         60          36
   122,233.77     8.600     8.100       360        359             480             479          0          0          36
   796,089.44    11.288    10.788       360        360             600             600          0          0          36
    49,970.93     8.700     8.200       360        359             360             359          0          0          24
 1,400,556.00     9.590     9.090       360        359             360             359          0          0          36
    95,000.00    12.650    12.150       360        359             300             300         60         59          12
   104,300.00    11.650    11.150       360        360             300             300         60         60          36
 1,028,212.14     9.682     9.182       360        359             480             479          0          0          36
 3,664,697.40     9.736     9.236       360        359             600             599          0          0          36
   306,652.95     7.443     6.943       180        180             180             180          0          0          36
   259,857.98     9.000     8.500       360        359             360             359          0          0          24
 9,337,640.44     9.246     8.746       360        359             360             359          0          0          36
    97,750.00     8.800     8.300       180        179             120             120         60         59          36
 1,896,118.36     9.639     9.139       360        360             300             300         60         60          36
 1,389,197.55     7.532     7.032       360        360             480             480          0          0          12
   231,790.43     7.850     7.350       360        357             480             477          0          0          24
 7,719,923.04     8.645     8.145       360        359             480             479          0          0          36
 4,229,619.56     9.167     8.667       360        360             600             600          0          0          12
   963,965.59    11.078    10.578       360        359             600             599          0          0          24
18,036,376.00     8.719     8.219       360        359             600             599          0          0          36
   231,698.09     8.028     7.528       180        179             180             179          0          0          12
 2,454,151.93     7.307     6.807       180        180             180             180          0          0          36
   307,307.64     8.055     7.555       240        240             240             240          0          0          36
11,500,408.43     9.102     8.602       360        359             360             359          0          0          12

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              16

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

GROUP II FIXED RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]

                                                           ORIGINAL        REMAINING     ORIGINAL  REMAINING   ORIGINAL 
                                                         AMORTIZATION    AMORTIZATION   INTEREST-  INTEREST-   MONTHS TO
                            NET    ORIGINAL  REMAINING       TERM            TERM          ONLY       ONLY    PREPAYMENT
   CURRENT     MORTGAGE  MORTGAGE    TERM       TERM    (LESS IO-TERM)  (LESS IO-TERM)     TERM       TERM      PENALTY 
 BALANCE ($)    RATE(%)   RATE(%)  (MONTHS)   (MONTHS)     (MONTHS)        (MONTHS)      (MONTHS)   (MONTHS)  EXPIRATION
-------------  --------  --------  --------  ---------  --------------  --------------  ---------  ---------  ----------
                                                                                                                        
51,147,857.78     8.969     8.469       360        359             360             359          0          0          36
   198,000.00    12.300    11.800       180        180             300             300         60         60          12
   163,500.00     9.950     9.450       180        177             300             300         60         57          36
   432,000.00    11.804    11.304       180        180             120             120         60         60          12
   117,000.00    12.500    12.000       180        179             120             120         60         59          24
   385,750.00    10.144     9.644       180        179             120             120         60         59          36
 1,434,403.00     9.379     8.879       360        359             300             300         60         59          12
   170,803.00    10.550    10.050       360        360             300             300         60         60          24
 6,125,069.04     9.872     9.372       360        359             300             300         60         59          36
 6,234,995.86     9.676     9.176       360        359             480             479          0          0           0
11,955,952.40    10.498     9.998       360        360             600             600          0          0           0
 1,703,132.72     8.343     7.843       180        179             180             179          0          0           0
   179,621.63     7.830     7.330       240        239             240             239          0          0           0
43,307,961.75     9.325     8.825       360        359             360             359          0          0           0
   122,500.00    12.300    11.800       360        360             360             360          0          0          24
 1,178,018.00    10.025     9.525       180        180             120             120         60         60           0
 7,516,570.82    10.152     9.652       360        359             300             300         60         59           0
 1,197,818.36     8.910     8.410       360        359             360             359          0          0          24

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              17

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

GROUP I ADJUSTABLE RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                               ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                             AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                               NET    ORIGINAL  REMAINING        TERM             TERM           ONLY       ONLY   
    CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM       TERM   
  BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
---------------  --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                   
     129,934.55     5.990      5.490       360        359              480              479           0           0
     307,934.75     6.652      6.152       360        359              600              599           0           0
   1,287,000.00     6.668      6.168       360        360              240              240         120         120
     199,883.74     8.700      8.200       360        359              360              359           0           0
  17,891,129.10     7.492      6.992       360        359              300              300          60          59
     242,850.06     9.022      8.522       360        359              600              599           0           0
   5,114,218.00     8.206      7.706       360        359              300              300          60          59
     162,923.14     9.700      9.200       360        359              360              359           0           0
     479,679.39     8.334      7.834       360        360              480              480           0           0
     368,780.73     8.884      8.384       360        359              600              599           0           0
     183,500.00     8.500      8.000       360        360              360              360           0           0
     747,600.00     7.159      6.659       360        359              300              300          60          59
     326,000.00     7.300      6.800       360        360              300              300          60          60
     134,400.00     8.400      7.900       360        360              600              600           0           0
     118,300.00     8.100      7.600       360        360              600              600           0           0
     146,400.00     6.950      6.450       360        359              300              300          60          59
     120,000.00     8.999      8.499       360        360              360              360           0           0
      96,800.00     9.200      8.700       360        360              360              360           0           0
     381,642.78     7.832      7.332       360        359              360              359           0           0
     123,000.00    10.300      9.800       360        360              480              480           0           0
     323,954.24     7.702      7.202       360        359              600              599           0           0
     204,000.00     6.600      6.100       360        360              360              360           0           0
     167,200.00     6.700      6.200       360        360              240              240         120         120
     695,333.59     7.920      7.420       360        359              360              359           0           0
     490,148.32     7.656      7.156       360        360              480              480           0           0
     149,600.00     8.100      7.600       360        360              480              480           0           0
     562,800.00     6.381      5.881       360        360              480              480           0           0
   1,441,343.64     8.377      7.877       360        359              360              359           0           0
   6,891,989.67     7.133      6.633       360        359              300              300          60          59
   1,496,355.40     8.317      7.817       360        359              480              479           0           0
   1,939,150.00     8.293      7.793       360        359              300              300          60          59
   2,857,404.07     8.213      7.713       360        359              480              479           0           0
     796,291.98     7.603      7.103       360        359              480              479           0           0
     710,605.09     8.872      8.372       360        359              360              359           0           0
     583,838.69     8.055      7.555       360        360              360              360           0           0
   1,931,403.09     7.940      7.440       360        359              600              599           0           0
     580,866.04     7.130      6.630       360        358              480              478           0           0
     796,344.34     7.520      7.020       360        359              360              359           0           0


                                                                                 NUMBER OF                         
                                                                                  MONTHS                 ORIGINAL  
                             INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                               RATE                                   CHANGE       RATE                 PREPAYMENT 
    CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
  BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
---------------  ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                   
     129,934.55      2.750     3.000     1.000   11.990     5.990           6           59   6M LIBOR            0 
     307,934.75      3.765     3.000     1.000   12.652     6.652           6           59   6M LIBOR            0 
   1,287,000.00      4.799     3.000     1.000   12.668     6.668           6           60   6M LIBOR            0 
     199,883.74      4.900     1.000     1.000   14.700     8.700           6            5   6M LIBOR            0 
  17,891,129.10      5.035     3.000     1.000   13.492     7.492           6           35   6M LIBOR            0 
     242,850.06      5.243     3.000     1.000   15.022     9.022           6           23   6M LIBOR           12 
   5,114,218.00      5.347     3.000     1.000   14.206     8.206           6           23   6M LIBOR            0 
     162,923.14      5.400     3.000     1.000   15.700     9.700           6           23   6M LIBOR           12 
     479,679.39      5.400     3.000     1.000   14.334     8.334           6           24   6M LIBOR           24 
     368,780.73      5.400     3.000     1.000   14.884     8.884           6           23   6M LIBOR           12 
     183,500.00      5.400     3.000     1.000   14.500     8.500           6           60   6M LIBOR           24 
     747,600.00      5.400     3.000     1.000   13.159     7.159           6           35   6M LIBOR           36 
     326,000.00      5.400     3.000     1.000   13.300     7.300           6           36   6M LIBOR           12 
     134,400.00      5.400     3.000     1.000   14.400     8.400           6           24   6M LIBOR           36 
     118,300.00      5.400     3.000     1.000   14.100     8.100           6           36   6M LIBOR           24 
     146,400.00      5.400     3.000     1.000   12.950     6.950           6           35   6M LIBOR           24 
     120,000.00      5.400     3.000     1.000   14.999     9.000           6           24   6M LIBOR           12 
      96,800.00      5.400     3.000     1.000   15.200     9.200           6           36   6M LIBOR           24 
     381,642.78      5.400     3.000     1.000   13.832     7.832           6           35   6M LIBOR           36 
     123,000.00      5.400     3.000     1.000   16.300    10.300           6           36   6M LIBOR           24 
     323,954.24      5.400     3.000     1.000   13.702     7.702           6           35   6M LIBOR           24 
     204,000.00      5.400     3.000     1.000   12.600     6.600           6           60   6M LIBOR           36 
     167,200.00      5.400     3.000     1.000   12.700     6.700           6           60   6M LIBOR           36 
     695,333.59      5.400     3.000     1.000   13.920     7.920           6           23   6M LIBOR           36 
     490,148.32      5.400     3.000     1.000   13.656     7.656           6           36   6M LIBOR           12 
     149,600.00      5.400     3.000     1.000   14.100     8.100           6           60   6M LIBOR           24 
     562,800.00      5.400     3.000     1.000   12.381     6.381           6           60   6M LIBOR           36 
   1,441,343.64      5.480     3.000     1.000   14.377     8.377           6           35   6M LIBOR           12 
   6,891,989.67      5.526     3.000     1.000   13.133     7.133           6           35   6M LIBOR           36 
   1,496,355.40      5.530     3.000     1.000   14.317     8.317           6           35   6M LIBOR           12 
   1,939,150.00      5.530     3.000     1.000   14.293     8.293           6           23   6M LIBOR           12 
   2,857,404.07      5.535     3.000     1.000   14.213     8.213           6           23   6M LIBOR           12 
     796,291.98      5.551     3.000     1.000   13.603     7.603           6           23   6M LIBOR           36 
     710,605.09      5.552     3.000     1.000   14.872     8.872           6           23   6M LIBOR           12 
     583,838.69      5.554     3.000     1.000   14.055     8.055           6           60   6M LIBOR            0 
   1,931,403.09      5.558     3.000     1.000   13.940     7.940           6           35   6M LIBOR           12 
     580,866.04      5.564     3.000     1.000   13.130     7.130           6           34   6M LIBOR           36 
     796,344.34      5.567     3.000     1.000   13.520     7.520           6           59   6M LIBOR           36 

RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES 
SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS. 

                                                                              18

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

GROUP I ADJUSTABLE RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]


                                                               ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                             AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                               NET    ORIGINAL  REMAINING        TERM             TERM           ONLY       ONLY   
    CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM       TERM   
  BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
---------------  --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                   
     456,900.00     7.109      6.609       360        359              300              300          60          59
  17,485,560.00     7.380      6.880       360        359              300              300          60          59
     721,317.14     8.921      8.421       360        358              360              358           0           0
  47,037,684.23     8.354      7.854       360        359              600              599           0           0
   1,901,032.87     8.220      7.720       360        359              600              599           0           0
   2,282,033.69     8.223      7.723       360        359              600              599           0           0
  33,462,245.34     8.735      8.235       360        359              360              359           0           0
  28,148,790.04     8.598      8.098       360        359              600              599           0           0
     449,750.00     7.483      6.983       360        360              300              300          60          60
   3,465,394.21     8.704      8.204       360        360              360              360           0           0
     277,734.31     7.782      7.282       360        360              600              600           0           0
     114,614.25     8.872      8.372       360        359              480              479           0           0
  54,731,189.00     8.376      7.876       360        359              360              359           0           0
   1,009,466.46     8.404      7.904       360        359              480              479           0           0
   1,592,637.62     8.037      7.537       360        360              600              600           0           0
  21,341,684.32     7.828      7.328       360        359              600              599           0           0
   1,644,588.75     7.882      7.382       360        359              300              300          60          59
     764,582.87     8.478      7.978       360        359              480              479           0           0
     262,000.00     9.082      8.582       360        360              300              300          60          60
  29,079,342.87     8.416      7.916       360        359              480              479           0           0
   1,791,260.00     7.770      7.270       360        359              300              300          60          59
 101,026,427.22     8.103      7.603       360        359              600              599           0           0
   2,517,110.04     8.468      7.968       360        360              360              360           0           0
   7,394,227.85     8.395      7.895       360        359              600              599           0           0
     470,323.13     8.719      8.219       360        360              480              480           0           0
   2,631,890.85     7.778      7.278       360        359              600              599           0           0
     535,170.16     8.220      7.720       360        359              480              479           0           0
     743,977.79     8.163      7.663       360        360              360              360           0           0
     302,900.00     8.870      8.370       360        358              300              300          60          58
   2,571,522.69     7.085      6.585       360        360              240              240         120         120
   7,939,616.85     8.146      7.646       360        359              360              359           0           0
     628,474.98     8.560      8.060       360        359              600              599           0           0
   2,122,134.04     8.826      8.326       360        359              360              359           0           0
  53,980,091.85     8.311      7.811       360        359              360              359           0           0
     287,107.50     8.692      8.192       360        360              360              360           0           0
  20,098,136.30     8.690      8.190       360        359              480              479           0           0
   5,443,138.68     8.148      7.648       360        359              480              479           0           0
   1,367,428.06     8.228      7.728       360        359              480              479           0           0


                                                                                 NUMBER OF                         
                                                                                  MONTHS                 ORIGINAL  
                             INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                               RATE                                   CHANGE       RATE                 PREPAYMENT 
    CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
  BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
---------------  ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                   
     456,900.00      5.585     3.000     1.000   13.109     7.109           6           23   6M LIBOR           36 
  17,485,560.00      5.586     3.000     1.000   13.380     7.380           6           23   6M LIBOR           24 
     721,317.14      5.593     2.000     1.000   14.921     8.921           6           10   6M LIBOR            0 
  47,037,684.23      5.598     3.000     1.000   14.354     8.354           6           35   6M LIBOR            0 
   1,901,032.87      5.599     3.000     1.000   14.220     8.220           6           59   6M LIBOR           36 
   2,282,033.69      5.606     3.000     1.000   14.223     8.223           6           23   6M LIBOR           24 
  33,462,245.34      5.610     3.000     1.000   14.735     8.735           6           23   6M LIBOR            0 
  28,148,790.04      5.610     3.000     1.000   14.598     8.598           6           23   6M LIBOR            0 
     449,750.00      5.622     3.000     1.000   13.483     7.483           6           36   6M LIBOR           12 
   3,465,394.21      5.633     3.000     1.000   14.704     8.704           6           24   6M LIBOR           12 
     277,734.31      5.637     3.000     1.000   13.782     7.782           6           36   6M LIBOR           36 
     114,614.25      5.638     3.000     1.000   14.872     8.872           6           23   6M LIBOR           36 
  54,731,189.00      5.638     3.000     1.000   14.376     8.376           6           35   6M LIBOR            0 
   1,009,466.46      5.644     3.000     1.000   14.404     8.404           6           23   6M LIBOR           24 
   1,592,637.62      5.654     3.000     1.000   14.037     8.037           6           36   6M LIBOR           36 
  21,341,684.32      5.654     3.000     1.000   13.828     7.828           6           35   6M LIBOR           36 
   1,644,588.75      5.657     3.000     1.000   13.882     7.882           6           23   6M LIBOR           24 
     764,582.87      5.668     3.000     1.000   14.478     8.478           6           23   6M LIBOR           24 
     262,000.00      5.675     3.000     1.000   15.082     9.082           6           36   6M LIBOR           36 
  29,079,342.87      5.677     3.000     1.000   14.416     8.416           6           35   6M LIBOR            0 
   1,791,260.00      5.685     3.000     1.000   13.770     7.770           6           23   6M LIBOR           36 
 101,026,427.22      5.690     3.000     1.000   14.103     8.103           6           23   6M LIBOR           24 
   2,517,110.04      5.691     3.000     1.000   14.468     8.468           6           24   6M LIBOR           24 
   7,394,227.85      5.692     3.000     1.000   14.395     8.395           6           23   6M LIBOR           12 
     470,323.13      5.693     3.000     1.000   14.719     8.719           6           24   6M LIBOR           24 
   2,631,890.85      5.697     3.000     1.000   13.778     7.778           6           23   6M LIBOR           36 
     535,170.16      5.706     3.000     1.000   14.220     8.220           6           23   6M LIBOR           36 
     743,977.79      5.709     3.000     1.000   14.163     8.163           6           24   6M LIBOR           36 
     302,900.00      5.712     3.000     1.000   14.870     8.870           6           22   6M LIBOR           24 
   2,571,522.69      5.719     3.000     1.000   13.085     7.085           6           60   6M LIBOR           36 
   7,939,616.85      5.731     3.000     1.000   14.146     8.146           6           35   6M LIBOR           36 
     628,474.98      5.743     3.000     1.000   14.560     8.560           6           35   6M LIBOR           12 
   2,122,134.04      5.752     3.000     1.000   14.826     8.826           6           23   6M LIBOR           24 
  53,980,091.85      5.752     3.000     1.000   14.311     8.311           6           23   6M LIBOR           24 
     287,107.50      5.754     3.000     1.000   14.692     8.692           6           36   6M LIBOR           36 
  20,098,136.30      5.768     3.000     1.000   14.690     8.690           6           23   6M LIBOR            0 
   5,443,138.68      5.770     3.000     1.000   14.148     8.148           6           35   6M LIBOR           36 
   1,367,428.06      5.773     3.000     1.000   14.228     8.228           6           23   6M LIBOR           24 

RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES 
SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS. 

                                                                              19

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

GROUP I ADJUSTABLE RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]


                                                               ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                             AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                               NET    ORIGINAL  REMAINING        TERM             TERM           ONLY       ONLY   
    CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM       TERM   
  BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
---------------  --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                   
  29,405,166.58     8.382      7.882       360        359              480              479           0           0
     182,400.00     8.030      7.530       360        359              300              300          60          59
      96,840.34     8.450      7.950       360        359              360              359           0           0
     684,495.00     7.863      7.363       360        359              300              300          60          59
   1,117,138.06     8.349      7.849       360        359              600              599           0           0
   2,660,252.35     8.618      8.118       360        359              600              599           0           0
     535,022.50     8.084      7.584       360        360              600              600           0           0
     692,839.61     8.061      7.561       360        360              360              360           0           0
     590,300.28     7.723      7.223       360        360              480              480           0           0
     796,289.88     8.205      7.705       360        359              360              359           0           0
   3,989,758.15     8.664      8.164       360        359              360              359           0           0
   2,224,784.75     8.290      7.790       360        359              480              479           0           0
   2,280,785.96     8.638      8.138       360        360              360              360           0           0
   1,669,343.36     8.019      7.519       360        359              600              599           0           0
     472,400.00     8.183      7.683       360        360              600              600           0           0
     480,958.89     8.304      7.804       360        359              600              599           0           0
   2,420,669.65     7.720      7.220       360        360              600              600           0           0
   2,429,331.31     8.718      8.218       360        359              600              599           0           0
     789,932.89     8.294      7.794       360        359              480              479           0           0
     828,543.47     9.150      8.650       360        360              600              600           0           0
     515,584.99     8.879      8.379       360        359              480              479           0           0
     233,850.79     8.250      7.750       360        359              360              359           0           0
     250,400.00     7.200      6.700       360        359              300              300          60          59
     504,846.00     7.949      7.449       360        359              300              300          60          59
      96,213.91     7.650      7.150       360        359              360              359           0           0
     377,890.14     7.950      7.450       360        359              480              479           0           0
     229,500.00     8.500      8.000       360        360              300              300          60          60
   1,213,800.00     7.869      7.369       360        359              300              300          60          59
     213,738.99     8.759      8.259       360        359              360              359           0           0
   1,272,126.41     8.462      7.962       360        359              360              359           0           0
   1,894,338.01     8.583      8.083       360        360              360              360           0           0
     221,475.00     9.247      8.747       360        360              480              480           0           0
   1,318,850.81     8.204      7.704       360        360              480              480           0           0
     916,086.64     8.746      8.246       360        360              600              600           0           0
   3,700,227.14     8.538      8.038       360        359              360              359           0           0
     659,081.43     9.823      9.323       360        359              600              599           0           0
     641,250.00     8.158      7.658       360        360              600              600           0           0
     710,707.51     8.184      7.684       360        360              360              360           0           0


                                                                                 NUMBER OF                         
                                                                                  MONTHS                 ORIGINAL  
                             INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                               RATE                                   CHANGE       RATE                 PREPAYMENT 
    CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
  BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
---------------  ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                   
  29,405,166.58      5.783     3.000     1.000   14.382     8.382           6           23   6M LIBOR           24 
     182,400.00      5.795     3.000     1.000   14.030     8.030           6           23   6M LIBOR           36 
      96,840.34      5.800     3.000     1.000   14.450     8.450           6           35   6M LIBOR           24 
     684,495.00      5.801     3.000     1.000   13.863     7.863           6           23   6M LIBOR           24 
   1,117,138.06      5.810     3.000     1.000   14.349     8.349           6           23   6M LIBOR           36 
   2,660,252.35      5.819     3.000     1.000   14.618     8.618           6           23   6M LIBOR           36 
     535,022.50      5.822     3.000     1.000   14.084     8.084           6           24   6M LIBOR           24 
     692,839.61      5.828     3.000     1.000   14.061     8.061           6           36   6M LIBOR           36 
     590,300.28      5.834     3.000     1.000   13.723     7.723           6           36   6M LIBOR           36 
     796,289.88      5.834     3.000     1.000   14.205     8.205           6           35   6M LIBOR           12 
   3,989,758.15      5.840     3.000     1.000   14.664     8.664           6           23   6M LIBOR           24 
   2,224,784.75      5.841     3.000     1.000   14.290     8.290           6           23   6M LIBOR           36 
   2,280,785.96      5.843     3.000     1.000   14.638     8.638           6           24   6M LIBOR           24 
   1,669,343.36      5.848     3.000     1.000   14.019     8.019           6           35   6M LIBOR           36 
     472,400.00      5.867     3.000     1.000   14.183     8.183           6           36   6M LIBOR           36 
     480,958.89      5.867     3.000     1.000   14.304     8.304           6           23   6M LIBOR           24 
   2,420,669.65      5.873     3.000     1.000   13.720     7.720           6           24   6M LIBOR           36 
   2,429,331.31      5.879     3.000     1.000   14.718     8.718           6           35   6M LIBOR           36 
     789,932.89      5.893     3.000     1.000   14.294     8.294           6           35   6M LIBOR           36 
     828,543.47      5.898     3.000     1.000   15.150     9.150           6           36   6M LIBOR           24 
     515,584.99      5.900     3.000     1.000   14.879     8.879           6           35   6M LIBOR           36 
     233,850.79      5.900     3.000     1.000   14.250     8.250           6           59   6M LIBOR           36 
     250,400.00      5.900     3.000     1.000   13.200     7.200           6           23   6M LIBOR           12 
     504,846.00      5.900     3.000     1.000   13.949     7.949           6           35   6M LIBOR           36 
      96,213.91      5.900     3.000     1.000   13.650     7.650           6           35   6M LIBOR           24 
     377,890.14      5.900     3.000     1.000   13.950     7.950           6           35   6M LIBOR           24 
     229,500.00      5.900     1.000     1.000   14.500     8.500           6           6    6M LIBOR            0 
   1,213,800.00      5.903     3.000     1.000   13.869     7.869           6           35   6M LIBOR           12 
     213,738.99      5.924     3.000     1.000   14.759     8.759           6           23   6M LIBOR           12 
   1,272,126.41      5.925     3.000     1.000   14.462     8.462           6           23   6M LIBOR           36 
   1,894,338.01      5.933     3.000     1.000   14.583     8.583           6           35   6M LIBOR           36 
     221,475.00      5.934     3.000     1.000   15.247     9.247           6           24   6M LIBOR           24 
   1,318,850.81      5.951     3.000     1.000   14.204     8.204           6           24   6M LIBOR           36 
     916,086.64      5.969     3.000     1.000   14.746     8.746           6           24   6M LIBOR           24 
   3,700,227.14      5.989     3.000     1.000   14.538     8.538           6           23   6M LIBOR           36 
     659,081.43      6.020     3.000     1.000   15.823     9.823           6           23   6M LIBOR           24 
     641,250.00      6.044     3.000     1.000   14.158     8.158           6           60   6M LIBOR           24 
     710,707.51      6.075     3.000     1.000   14.184     8.184           6           36   6M LIBOR           36 

RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES 
SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS. 

                                                                              20

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

GROUP I ADJUSTABLE RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]


                                                               ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                             AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                               NET    ORIGINAL  REMAINING        TERM             TERM           ONLY       ONLY   
    CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM       TERM   
  BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
---------------  --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                   
   2,989,511.34     8.852      8.352       360        359              360              359           0           0
     393,837.77    10.108      9.608       360        360              360              360           0           0
   4,914,186.50     8.926      8.426       360        360              360              360           0           0
     295,500.00     9.394      8.894       360        360              360              360           0           0
     806,640.53     8.720      8.220       360        360              600              600           0           0
     325,040.05     8.229      7.729       360        359              360              359           0           0
     134,950.00     7.850      7.350       360        360              600              600           0           0
     171,000.00     8.850      8.350       360        360              360              360           0           0
     169,830.33     9.450      8.950       360        358              360              358           0           0
     117,300.00     8.750      8.250       360        359              300              300          60          59
     255,000.00    10.600     10.100       360        360              480              480           0           0
     178,000.00    10.350      9.850       360        360              300              300          60          60
      71,250.00     9.700      9.200       360        360              360              360           0           0


                                                                                 NUMBER OF                         
                                                                                  MONTHS                 ORIGINAL  
                             INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                               RATE                                   CHANGE       RATE                 PREPAYMENT 
    CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
  BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
---------------  ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                   
   2,989,511.34      6.085     3.000     1.000   14.852     8.852           6           23   6M LIBOR           24 
     393,837.77      6.090     3.000     1.000   16.108    10.108           6           24   6M LIBOR           12 
   4,914,186.50      6.099     3.000     1.000   14.926     8.926           6           24   6M LIBOR           24 
     295,500.00      6.149     3.000     1.000   15.394     9.394           6           60   6M LIBOR           36 
     806,640.53      6.154     3.000     1.000   14.720     8.720           6           24   6M LIBOR           24 
     325,040.05      6.163     3.000     1.000   14.229     8.229           6           23   6M LIBOR           36 
     134,950.00      6.250     3.000     1.000   13.850     7.850           6           60   6M LIBOR           36 
     171,000.00      6.400     3.000     1.000   14.850     8.850           6           60   6M LIBOR           36 
     169,830.33      6.400     3.000     1.000   15.450     9.450           6           34   6M LIBOR           24 
     117,300.00      6.400     3.000     1.000   14.750     8.750           6           23   6M LIBOR           12 
     255,000.00      6.400     3.000     1.000   16.600    10.600           6           24   6M LIBOR           12 
     178,000.00      6.400     3.000     1.000   16.350    10.350           6           24   6M LIBOR           24 
      71,250.00      6.400     2.000     1.000   15.700     9.700           6           12   6M LIBOR           12 

RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES 
SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS. 

                                                                              21

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 GROUP II ADJUSTABLE RATE MORTGAGE LOANS

                                                        [Enlarge/Download Table]


                                                             ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                           AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                             NET    ORIGINAL  REMAINING        TERM             TERM           ONLY        ONLY  
  CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM        TERM  
BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
-----------    --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                 
 2,965,900.00     6.990      6.490       360        359              240              240         120         119
 3,149,772.49     7.214      6.714       360        360              600              600           0           0
32,161,720.67     7.618      7.118       360        359              300              300          60          59
40,139,262.64     7.387      6.887       360        359              300              300          60          59
   741,500.00     7.825      7.325       360        360              360              360           0           0
 2,010,067.04     7.733      7.233       360        360              360              360           0           0
   760,000.00     6.400      5.900       360        360              360              360           0           0
   241,600.00     7.700      7.200       360        360              300              300          60          60
   458,800.00     7.798      7.298       360        360              300              300          60          60
   129,000.00     7.999      7.499       360        360              300              300          60          60
   694,177.85     7.550      7.050       360        360              360              360           0           0
   396,950.00     8.029      7.529       360        359              300              300          60          59
60,950,214.56     8.485      7.985       360        360              600              600           0           0
62,653,870.50     8.061      7.561       360        359              600              599           0           0
 1,369,459.00     7.696      7.196       360        360              480              480           0           0
   152,885.31     7.450      6.950       360        359              360              359           0           0
   671,600.00     7.643      7.143       360        360              480              480           0           0
   118,800.00     7.450      6.950       360        360              600              600           0           0
   264,000.00     6.700      6.200       360        359              240              240         120         119
   698,400.00     8.234      7.734       360        359              300              300          60          59
   421,200.00     8.894      8.394       360        359              300              300          60          59
   500,000.00     7.200      6.700       360        359              300              300          60          59
   614,752.50     7.600      7.100       360        359              360              359           0           0
   110,377.45     9.150      8.650       360        359              480              479           0           0
    57,875.14     7.700      7.200       360        357              360              357           0           0
    71,250.00     8.950      8.450       360        360              300              300          60          60
    84,800.00     7.450      6.950       360        360              300              300          60          60
   211,659.10     7.451      6.951       360        359              360              359           0           0
   279,591.26     8.010      7.510       360        360              600              600           0           0
   405,511.94     8.783      8.283       360        360              360              360           0           0
   559,856.23     8.238      7.738       360        360              360              360           0           0
   514,691.32     7.506      7.006       360        359              480              479           0           0
   134,800.00     7.400      6.900       360        360              360              360           0           0
   104,000.00     8.800      8.300       360        360              480              480           0           0
   328,789.10     7.751      7.251       360        360              600              600           0           0
 1,128,000.00     7.988      7.488       360        360              360              360           0           0
   464,000.00     6.600      6.100       360        360              360              360           0           0
   205,989.24    10.250      9.750       360        359              600              599           0           0


                                                                               NUMBER OF                         
                                                                                MONTHS                 ORIGINAL  
                           INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                             RATE                                   CHANGE       RATE                 PREPAYMENT 
  CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
-----------    ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                 
 2,965,900.00      3.580     3.000     1.000   12.990     6.990           6           59   6M LIBOR            0 
 3,149,772.49      3.587     3.000     1.000   13.214     7.214           6           60   6M LIBOR            0 
32,161,720.67      4.287     3.000     1.000   13.618     7.618           6           23   6M LIBOR            0 
40,139,262.64      4.687     3.000     1.000   13.387     7.387           6           35   6M LIBOR            0 
   741,500.00      4.737     2.000     1.000   13.825     7.825           6           12   6M LIBOR            0 
 2,010,067.04      4.852     3.000     1.000   13.733     7.733           6           60   6M LIBOR            0 
   760,000.00      4.900     1.000     1.000   12.400     6.400           6            6   6M LIBOR           24 
   241,600.00      4.900     1.000     1.000   13.700     7.700           6            6   6M LIBOR           12 
   458,800.00      4.900     1.000     1.000   13.798     7.798           6            6   6M LIBOR           24 
   129,000.00      4.900     1.000     1.000   13.999     8.000           6            6   6M LIBOR           36 
   694,177.85      4.900     1.000     1.000   13.550     7.550           6            6   6M LIBOR            0 
   396,950.00      5.181     1.000     1.000   14.029     8.029           6            5   6M LIBOR            0 
60,950,214.56      5.237     3.000     1.000   14.485     8.485           6           24   6M LIBOR            0 
62,653,870.50      5.293     3.000     1.000   14.061     8.061           6           35   6M LIBOR            0 
 1,369,459.00      5.371     3.000     1.000   13.696     7.696           6           36   6M LIBOR           12 
   152,885.31      5.400     3.000     1.000   13.450     7.450           6           23   6M LIBOR           12 
   671,600.00      5.400     3.000     1.000   13.643     7.643           6           36   6M LIBOR           36 
   118,800.00      5.400     3.000     1.000   13.450     7.450           6           36   6M LIBOR           36 
   264,000.00      5.400     3.000     1.000   12.700     6.700           6           59   6M LIBOR           36 
   698,400.00      5.400     3.000     1.000   14.234     8.234           6           23   6M LIBOR           36 
   421,200.00      5.400     3.000     1.000   14.894     8.894           6           35   6M LIBOR           36 
   500,000.00      5.400     3.000     1.000   13.200     7.200           6           23   6M LIBOR           24 
   614,752.50      5.400     2.000     1.000   13.600     7.600           6           11   6M LIBOR           12 
   110,377.45      5.400     3.000     1.000   15.150     9.150           6           23   6M LIBOR           12 
    57,875.14      5.400     3.000     1.000   13.700     7.700           6           57   6M LIBOR           36 
    71,250.00      5.400     3.000     1.000   14.950     8.950           6           24   6M LIBOR           12 
    84,800.00      5.400     3.000     1.000   13.450     7.450           6           24   6M LIBOR           24 
   211,659.10      5.400     3.000     1.000   13.451     7.451           6           35   6M LIBOR           24 
   279,591.26      5.400     3.000     1.000   14.010     8.010           6           24   6M LIBOR           12 
   405,511.94      5.400     3.000     1.000   14.783     8.783           6           36   6M LIBOR           12 
   559,856.23      5.400     3.000     1.000   14.238     8.238           6           36   6M LIBOR           24 
   514,691.32      5.400     3.000     1.000   13.506     7.506           6           35   6M LIBOR           36 
   134,800.00      5.400     3.000     1.000   13.400     7.400           6           60   6M LIBOR           36 
   104,000.00      5.400     3.000     1.000   14.800     8.800           6           60   6M LIBOR           36 
   328,789.10      5.400     3.000     1.000   13.751     7.751           6           60   6M LIBOR           36 
 1,128,000.00      5.400     3.000     1.000   13.988     7.988           6           36   6M LIBOR           12 
   464,000.00      5.400     3.000     1.000   12.600     6.600           6           36   6M LIBOR           24 
   205,989.24      5.400     3.000     1.000   16.250    10.250           6           59   6M LIBOR           12 

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              22

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 GROUP II ADJUSTABLE RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]


                                                              ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                            AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                              NET    ORIGINAL  REMAINING        TERM             TERM           ONLY        ONLY  
   CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM        TERM  
 BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
 -----------    --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                  
    166,400.00     8.200      7.700       360        359              240              240         120         119
  2,805,127.17     7.101      6.601       360        359              240              240         120         119
    944,720.00     8.725      8.225       360        360              300              300          60          60
    853,000.00     8.250      7.750       360        359              300              300          60          59
    658,569.23     8.351      7.851       360        360              480              480           0           0
 16,494,536.30     7.138      6.638       360        359              300              300          60          59
  1,191,420.70     8.479      7.979       360        360              480              480           0           0
 84,299,758.79     7.411      6.911       360        359              300              300          60          59
    335,384.18     7.397      6.897       360        360              600              600           0           0
    480,709.32     8.680      8.180       360        359              360              359           0           0
 54,163,463.55     8.253      7.753       360        359              360              359           0           0
  1,726,231.14     8.272      7.772       360        360              480              480           0           0
    876,994.98     8.202      7.702       360        360              600              600           0           0
    767,200.00     7.457      6.957       360        359              300              300          60          59
237,200,582.25     7.939      7.439       360        359              600              599           0           0
    206,770.55     8.956      8.456       360        359              480              479           0           0
 10,721,755.75     7.874      7.374       360        359              300              300          60          59
  7,385,211.03     7.671      7.171       360        360              480              480           0           0
 24,157,139.14     8.259      7.759       360        359              480              479           0           0
 13,059,450.64     8.182      7.682       360        360              360              360           0           0
  4,508,861.24     7.646      7.146       360        360              600              600           0           0
    749,058.92     8.660      8.160       360        360              480              480           0           0
    987,889.86     8.257      7.757       360        359              360              359           0           0
 23,709,335.93     8.343      7.843       360        359              600              599           0           0
 32,101,522.50     7.649      7.149       360        360              600              600           0           0
    497,890.00     8.036      7.536       360        360              480              480           0           0
    331,920.00     8.326      7.826       360        360              600              600           0           0
    599,435.58     8.622      8.122       360        360              480              480           0           0
    217,237.86     7.888      7.388       360        360              600              600           0           0
 20,170,392.30     8.597      8.097       360        359              480              479           0           0
  3,119,048.00     7.180      6.680       360        359              300              300          60          59
 40,137,980.04     7.935      7.435       360        359              480              479           0           0
  5,014,639.60     8.728      8.228       360        359              360              359           0           0
    251,973.03     9.298      8.798       360        360              360              360           0           0
  2,445,077.75     8.103      7.603       360        360              480              480           0           0
  1,596,000.00     8.967      8.467       360        359              300              300          60          59
    320,400.00     8.658      8.158       360        359              300              300          60          59
 96,154,672.89     8.346      7.846       360        359              360              359           0           0


                                                                                NUMBER OF                         
                                                                                 MONTHS                 ORIGINAL  
                            INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                              RATE                                   CHANGE       RATE                 PREPAYMENT 
   CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
 BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
 -----------    ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                  
    166,400.00      5.400     3.000     1.000   14.200     8.200           6           59   6M LIBOR           24 
  2,805,127.17      5.400     3.000     1.000   13.101     7.101           6           59   6M LIBOR           36 
    944,720.00      5.400     3.000     1.000   14.725     8.725           6           36   6M LIBOR           12 
    853,000.00      5.400     3.000     1.000   14.250     8.250           6           35   6M LIBOR           24 
    658,569.23      5.400     3.000     1.000   14.351     8.351           6           60   6M LIBOR            0 
 16,494,536.30      5.453     3.000     1.000   13.138     7.138           6           35   6M LIBOR           36 
  1,191,420.70      5.455     3.000     1.000   14.479     8.479           6           24   6M LIBOR           24 
 84,299,758.79      5.455     3.000     1.000   13.411     7.411           6           23   6M LIBOR           24 
    335,384.18      5.461     3.000     1.000   13.397     7.397           6           36   6M LIBOR           24 
    480,709.32      5.475     3.000     1.000   14.680     8.680           6           35   6M LIBOR           36 
 54,163,463.55      5.478     3.000     1.000   14.253     8.253           6           35   6M LIBOR            0 
  1,726,231.14      5.496     3.000     1.000   14.272     8.272           6           24   6M LIBOR           36 
    876,994.98      5.505     3.000     1.000   14.202     8.202           6           24   6M LIBOR           24 
    767,200.00      5.509     3.000     1.000   13.457     7.457           6           35   6M LIBOR           36 
237,200,582.25      5.526     3.000     1.000   13.939     7.939           6           24   6M LIBOR           24 
    206,770.55      5.531     3.000     1.000   14.956     8.956           6           23   6M LIBOR           24 
 10,721,755.75      5.533     3.000     1.000   13.874     7.874           6           23   6M LIBOR           12 
  7,385,211.03      5.541     3.000     1.000   13.671     7.671           6           36   6M LIBOR           36 
 24,157,139.14      5.541     3.000     1.000   14.259     8.259           6           35   6M LIBOR            0 
 13,059,450.64      5.551     3.000     1.000   14.182     8.182           6           36   6M LIBOR           36 
  4,508,861.24      5.554     3.000     1.000   13.646     7.646           6           59   6M LIBOR           36 
    749,058.92      5.558     3.000     1.000   14.660     8.660           6           60   6M LIBOR           36 
    987,889.86      5.566     3.000     1.000   14.257     8.258           6           59   6M LIBOR           36 
 23,709,335.93      5.583     3.000     1.000   14.343     8.343           6           23   6M LIBOR           12 
 32,101,522.50      5.583     3.000     1.000   13.649     7.649           6           36   6M LIBOR           36 
    497,890.00      5.592     3.000     1.000   14.036     8.036           6           36   6M LIBOR           24 
    331,920.00      5.594     3.000     1.000   14.326     8.326           6           36   6M LIBOR           24 
    599,435.58      5.599     3.000     1.000   14.622     8.622           6           24   6M LIBOR           24 
    217,237.86      5.605     3.000     1.000   13.888     7.888           6           24   6M LIBOR           24 
 20,170,392.30      5.608     3.000     1.000   14.597     8.597           6           23   6M LIBOR            0 
  3,119,048.00      5.621     3.000     1.000   13.180     7.180           6           23   6M LIBOR           36 
 40,137,980.04      5.622     3.000     1.000   13.935     7.935           6           23   6M LIBOR           24 
  5,014,639.60      5.624     3.000     1.000   14.728     8.728           6           23   6M LIBOR           24 
    251,973.03      5.629     3.000     1.000   15.298     9.298           6           24   6M LIBOR           12 
  2,445,077.75      5.629     3.000     1.000   14.103     8.103           6           36   6M LIBOR           12 
  1,596,000.00      5.646     3.000     1.000   14.967     8.967           6           23   6M LIBOR           24 
    320,400.00      5.666     3.000     1.000   14.658     8.658           6           23   6M LIBOR           24 
 96,154,672.89      5.671     3.000     1.000   14.346     8.346           6           23   6M LIBOR           24 

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              23

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 GROUP II ADJUSTABLE RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]


                                                             ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                           AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                             NET    ORIGINAL  REMAINING        TERM             TERM           ONLY        ONLY  
  CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM        TERM  
BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
-----------    --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                 
 1,685,129.42     8.695      8.195       360        360              600              600           0           0
 1,892,594.63     8.151      7.651       360        359              600              599           0           0
 7,876,633.86     8.313      7.813       360        359              360              359           0           0
 1,846,435.22     7.872      7.372       360        359              600              599           0           0
 5,267,207.09     7.466      6.966       360        359              600              599           0           0
 1,053,432.77     7.917      7.417       360        360              600              600           0           0
   511,850.00     8.433      7.933       360        359              300              300          60          59
 5,692,767.99     8.697      8.197       360        359              600              599           0           0
   826,401.82     8.473      7.973       360        360              360              360           0           0
   893,195.01     8.784      8.284       360        359              360              359           0           0
42,798,674.99     8.978      8.478       360        359              360              359           0           0
   807,000.00     7.743      7.243       360        360              600              600           0           0
 1,466,963.24     8.647      8.147       360        359              600              599           0           0
 4,148,816.33     8.447      7.947       360        360              600              600           0           0
   182,251.41     7.032      6.532       360        359              360              359           0           0
   466,545.70     8.486      7.986       360        357              480              477           0           0
 2,713,246.72     8.316      7.816       360        360              600              600           0           0
 7,964,382.75     8.229      7.729       360        360              480              480           0           0
   737,840.28     8.678      8.178       360        359              360              359           0           0
   948,048.00     7.892      7.392       360        360              600              600           0           0
 2,221,898.96     7.393      6.893       360        359              600              599           0           0
   914,040.25     8.503      8.003       360        359              480              479           0           0
 1,847,000.00     8.663      8.163       360        360              300              300          60          60
 2,098,767.59     8.091      7.591       360        359              480              479           0           0
   573,632.14     8.701      8.201       360        360              600              600           0           0
 1,115,862.36     9.134      8.634       360        359              360              359           0           0
 3,618,702.03     8.734      8.234       360        359              360              359           0           0
 5,262,708.91     8.787      8.287       360        359              360              359           0           0
   715,208.99     8.571      8.071       360        360              480              480           0           0
   333,538.07     8.838      8.338       360        359              360              359           0           0
 1,452,832.16     8.676      8.176       360        359              480              479           0           0
    50,957.05    10.250      9.750       360        358              360              358           0           0
    99,000.00     7.500      7.000       360        360              600              600           0           0
   122,300.00     9.050      8.550       360        360              360              360           0           0
    73,800.00     8.450      7.950       360        360              300              300          60          60
   175,500.00     8.150      7.650       360        360              360              360           0           0
 2,199,666.22     8.612      8.112       360        360              360              360           0           0
 7,881,179.96     8.713      8.213       360        359              360              359           0           0


                                                                               NUMBER OF                         
                                                                                MONTHS                 ORIGINAL  
                           INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                             RATE                                   CHANGE       RATE                 PREPAYMENT 
  CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
-----------    ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                 
 1,685,129.42      5.674     3.000     1.000   14.695     8.695           6           24   6M LIBOR           24 
 1,892,594.63      5.682     3.000     1.000   14.151     8.151           6           23   6M LIBOR           24 
 7,876,633.86      5.685     3.000     1.000   14.313     8.313           6           23   6M LIBOR           12 
 1,846,435.22      5.686     3.000     1.000   13.872     7.872           6           23   6M LIBOR           36 
 5,267,207.09      5.689     3.000     1.000   13.466     7.466           6           23   6M LIBOR           36 
 1,053,432.77      5.689     3.000     1.000   13.917     7.917           6           36   6M LIBOR           24 
   511,850.00      5.698     3.000     1.000   14.433     8.433           6           23   6M LIBOR           24 
 5,692,767.99      5.700     3.000     1.000   14.697     8.697           6           23   6M LIBOR           36 
   826,401.82      5.701     3.000     1.000   14.473     8.473           6           24   6M LIBOR           36 
   893,195.01      5.702     2.000     1.000   14.784     8.785           6           11   6M LIBOR           12 
42,798,674.99      5.702     3.000     1.000   14.978     8.978           6           23   6M LIBOR            0 
   807,000.00      5.707     3.000     1.000   13.743     7.743           6           36   6M LIBOR           12 
 1,466,963.24      5.719     3.000     1.000   14.647     8.647           6           23   6M LIBOR           24 
 4,148,816.33      5.732     3.000     1.000   14.447     8.447           6           36   6M LIBOR           12 
   182,251.41      5.736     3.000     1.000   13.032     7.032           6           23   6M LIBOR           36 
   466,545.70      5.742     3.000     1.000   14.486     8.486           6           21   6M LIBOR           36 
 2,713,246.72      5.759     3.000     1.000   14.316     8.316           6           24   6M LIBOR           24 
 7,964,382.75      5.767     3.000     1.000   14.229     8.229           6           24   6M LIBOR           12 
   737,840.28      5.768     3.000     1.000   14.678     8.678           6           23   6M LIBOR           24 
   948,048.00      5.768     3.000     1.000   13.892     7.892           6           24   6M LIBOR           36 
 2,221,898.96      5.775     3.000     1.000   13.393     7.393           6           35   6M LIBOR           36 
   914,040.25      5.783     3.000     1.000   14.503     8.503           6           23   6M LIBOR           36 
 1,847,000.00      5.809     3.000     1.000   14.663     8.663           6           24   6M LIBOR           24 
 2,098,767.59      5.810     3.000     1.000   14.091     8.091           6           23   6M LIBOR           24 
   573,632.14      5.828     3.000     1.000   14.701     8.701           6           36   6M LIBOR           36 
 1,115,862.36      5.840     3.000     1.000   15.134     9.134           6           23   6M LIBOR           36 
 3,618,702.03      5.841     3.000     1.000   14.734     8.734           6           23   6M LIBOR           36 
 5,262,708.91      5.843     3.000     1.000   14.787     8.787           6           23   6M LIBOR           24 
   715,208.99      5.853     3.000     1.000   14.571     8.571           6           24   6M LIBOR           24 
   333,538.07      5.891     3.000     1.000   14.838     8.838           6           23   6M LIBOR           36 
 1,452,832.16      5.895     3.000     1.000   14.676     8.676           6           23   6M LIBOR           24 
    50,957.05      5.900     3.000     1.000   16.250    10.250           6           22   6M LIBOR           12 
    99,000.00      5.900     3.000     1.000   13.500     7.500           6           36   6M LIBOR           24 
   122,300.00      5.900     3.000     1.000   15.050     9.050           6           24   6M LIBOR           12 
    73,800.00      5.900     3.000     1.000   14.450     8.450           6           36   6M LIBOR           36 
   175,500.00      5.900     3.000     1.000   14.150     8.150           6           60   6M LIBOR           12 
 2,199,666.22      5.901     3.000     1.000   14.612     8.612           6           36   6M LIBOR           36 
 7,881,179.96      5.905     3.000     1.000   14.713     8.713           6           23   6M LIBOR           24 

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              24

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 GROUP II ADJUSTABLE RATE MORTGAGE LOANS (CONT.)

                                                        [Enlarge/Download Table]


                                                             ORIGINAL         REMAINING      ORIGINAL   REMAINING
                                                           AMORTIZATION     AMORTIZATION    INTEREST-   INTEREST-
                             NET    ORIGINAL  REMAINING        TERM             TERM           ONLY        ONLY  
  CURRENT      MORTGAGE   MORTGAGE    TERM       TERM     (LESS IO-TERM)   (LESS IO-TERM)      TERM        TERM  
BALANCE ($)     RATE(%)    RATE(%)  (MONTHS)   (MONTHS)      (MONTHS)         (MONTHS)       (MONTHS)    (MONTHS)
-----------    --------   --------  --------  ---------   --------------   --------------   ---------   ---------
                                                                                                                 
   505,321.53     9.421      8.921       360        360              360              360           0           0
 3,189,295.36     8.740      8.240       360        359              360              359           0           0
   410,250.72     8.403      7.903       360        359              600              599           0           0
   886,112.92     8.286      7.786       360        359              360              359           0           0
 3,940,391.12     8.974      8.474       360        359              360              359           0           0
 1,379,967.19     9.034      8.534       360        359              360              359           0           0
   548,844.58     8.702      8.202       360        360              480              480           0           0
   295,221.63     8.236      7.736       360        360              480              480           0           0
 1,503,274.69     9.079      8.579       360        359              360              359           0           0
   574,223.03     9.943      9.443       360        359              360              359           0           0
   558,039.21     8.060      7.560       360        360              480              480           0           0
   622,860.64     8.822      8.322       360        360              480              480           0           0
   128,192.66     9.950      9.450       360        359              360              359           0           0
   149,750.00     9.300      8.800       360        360              600              600           0           0
    99,999.00     8.250      7.750       360        360              600              600           0           0
   228,500.00     8.477      7.977       360        360              300              300          60          60
   224,580.00     9.880      9.380       360        360              360              360           0           0


                                                                               NUMBER OF                         
                                                                                MONTHS                 ORIGINAL  
                           INITIAL                                   RATE     UNTIL NEXT               MONTHS TO 
                             RATE                                   CHANGE       RATE                 PREPAYMENT 
  CURRENT        GROSS      CHANGE  PERIODIC  MAXIMUM   MINIMUM   FREQUENCY   ADJUSTMENT                PENALTY  
BALANCE ($)    MARGIN(%)    CAP(%)   CAP(%)   RATE(%)   RATE(%)    (MONTHS)      DATE        INDEX    EXPIRATION 
-----------    ---------   -------  --------  -------   -------   ---------   ----------   --------   ---------- 
                                                                                                                 
   505,321.53      5.924     3.000     1.000   15.421     9.421           6           24   6M LIBOR           12 
 3,189,295.36      5.937     3.000     1.000   14.740     8.740           6           23   6M LIBOR           24 
   410,250.72      5.979     3.000     1.000   14.403     8.403           6           23   6M LIBOR           36 
   886,112.92      5.985     3.000     1.000   14.286     8.286           6           35   6M LIBOR           36 
 3,940,391.12      5.986     3.000     1.000   14.974     8.974           6           23   6M LIBOR           24 
 1,379,967.19      5.996     3.000     1.000   15.034     9.034           6           35   6M LIBOR           36 
   548,844.58      6.032     3.000     1.000   14.702     8.702           6           24   6M LIBOR           36 
   295,221.63      6.083     3.000     1.000   14.236     8.236           6           36   6M LIBOR           36 
 1,503,274.69      6.121     3.000     1.000   15.079     9.079           6           35   6M LIBOR           36 
   574,223.03      6.201     3.000     1.000   15.943     9.943           6           23   6M LIBOR           36 
   558,039.21      6.221     3.000     1.000   14.060     8.060           6           36   6M LIBOR           36 
   622,860.64      6.296     3.000     1.000   14.822     8.822           6           24   6M LIBOR           36 
   128,192.66      6.400     3.000     1.000   15.950     9.950           6           35   6M LIBOR           12 
   149,750.00      6.400     3.000     1.000   15.300     9.300           6           24   6M LIBOR           12 
    99,999.00      6.400     3.000     1.000   14.250     8.250           6           36   6M LIBOR           36 
   228,500.00      6.400     3.000     1.000   14.477     8.477           6           36   6M LIBOR           36 
   224,580.00      6.400     3.000     1.000   15.880     9.880           6           24   6M LIBOR           12 

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              25

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 ONE MONTH LIBOR CORRIDOR TABLE FOR THE CLASS A-1 CERTIFICATES

                                                                [Download Table]

        BEGINNING   ENDING     NOTIONAL      1ML STRIKE        1ML STRIKE   
PERIOD   ACCRUAL    ACCRUAL  BALANCE ($)  LOWER COLLAR (%)  UPPER COLLAR (%)
------  ---------  --------  -----------  ----------------  ----------------
                                                                            
  1      04/26/07  05/25/07  588,366,000             7.931            10.860
  2      05/25/07  06/25/07  585,556,115             7.410            10.860
  3      06/25/07  07/25/07  581,203,486             7.662            10.860
  4      07/25/07  08/25/07  575,290,870             7.410            10.860
  5      08/25/07  09/25/07  567,819,011             7.410            10.860
  6      09/25/07  10/25/07  558,788,833             7.662            10.860

 ONE MONTH LIBOR CORRIDOR TABLE FOR THE CLASS A-2 CERTIFICATES

                                                                [Download Table]

        BEGINNING   ENDING      NOTIONAL       1ML STRIKE        1ML STRIKE   
PERIOD   ACCRUAL    ACCRUAL   BALANCE ($)   LOWER COLLAR (%)  UPPER COLLAR (%)
------  ---------  --------  -------------  ----------------  ----------------
                                                                              
  1      04/26/07  05/25/07  1,027,354,000             7.829            10.280
  2      05/25/07  06/25/07  1,022,627,516             7.310            10.280
  3      06/25/07  07/25/07  1,015,201,353             7.561            10.280
  4      07/25/07  08/25/07  1,005,045,636             7.310            10.280
  5      08/25/07  09/25/07    992,158,587             7.310            10.280
  6      09/25/07  10/25/07    976,542,176             7.562            10.280

 ONE MONTH LIBOR CORRIDOR TABLE FOR THE SUBORDINATE CERTIFICATES

                                                                [Download Table]

        BEGINNING   ENDING     NOTIONAL      1ML STRIKE        1ML STRIKE   
PERIOD   ACCRUAL    ACCRUAL  BALANCE ($)  LOWER COLLAR (%)  UPPER COLLAR (%)
------  ---------  --------  -----------  ----------------  ----------------
                                                                            
  1      04/26/07  05/25/07  321,342,000             7.097             8.540
  2      05/25/07  06/25/07  321,342,000             6.577             8.540
  3      06/25/07  07/25/07  321,342,000             6.829             8.540
  4      07/25/07  08/25/07  321,342,000             6.577             8.540
  5      08/25/07  09/25/07  321,342,000             6.578             8.540
  6      09/25/07  10/25/07  321,342,000             6.830             8.540

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              26

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

SWAP CONTRACT SCHEDULE

                                                                [Download Table]

         BEGINNING    ENDING       NOTIONAL          FIXED     
PERIOD    ACCRUAL     ACCRUAL    BALANCE ($)    STRIKE RATE (%)
------   ---------   --------   -------------   ---------------
                                                               
  1       04/26/07   05/25/07               0               N/A
  2       05/25/07   06/25/07               0               N/A
  3       06/25/07   07/25/07               0               N/A
  4       07/25/07   08/25/07               0               N/A
  5       08/25/07   09/25/07               0               N/A
  6       09/25/07   10/25/07               0               N/A
  7       10/25/07   11/25/07   1,752,924,694             5.100
  8       11/25/07   12/25/07   1,717,400,505             5.100
  9       12/25/07   01/25/08   1,680,314,543             5.100
  10      01/25/08   02/25/08   1,640,633,790             5.100
  11      02/25/08   03/25/08   1,594,474,619             5.100
  12      03/25/08   04/25/08   1,543,548,663             5.100
  13      04/25/08   05/25/08   1,485,112,443             5.100
  14      05/25/08   06/25/08   1,430,737,445             5.100
  15      06/25/08   07/25/08   1,380,475,717             5.100
  16      07/25/08   08/25/08   1,333,459,779             5.100
  17      08/25/08   09/25/08   1,289,702,721             5.100
  18      09/25/08   10/25/08   1,248,580,757             5.100
  19      10/25/08   11/25/08   1,209,938,811             5.100
  20      11/25/08   12/25/08   1,173,205,419             5.100
  21      12/25/08   01/25/09   1,138,817,320             5.100
  22      01/25/09   02/25/09   1,105,914,059             5.100
  23      02/25/09   03/25/09     964,602,753             5.100
  24      03/25/09   04/25/09     829,955,413             5.100
  25      04/25/09   05/25/09     718,633,548             5.100
  26      05/25/09   06/25/09     634,131,354             5.100
  27      06/25/09   07/25/09     585,407,230             5.100
  28      07/25/09   08/25/09     547,171,529             5.100
  29      08/25/09   09/25/09     515,790,234             5.100
  30      09/25/09   10/25/09     487,115,605             5.100

                                                                [Download Table]

         BEGINNING    ENDING       NOTIONAL          FIXED     
PERIOD    ACCRUAL     ACCRUAL    BALANCE ($)    STRIKE RATE (%)
------   ---------   --------   -------------   ---------------
                                                               
  31      10/25/09   11/25/09     460,335,836             5.100
  32      11/25/09   12/25/09     435,916,682             5.100
  33      12/25/09   01/25/10     413,727,100             5.100
  34      01/25/10   02/25/10     393,356,492             5.100
  35      02/25/10   03/25/10     382,407,000             5.100
  36      03/25/10   04/25/10     381,875,813             5.100
  37      04/25/10   05/25/10     348,771,978             5.100
  38      05/25/10   06/25/10     321,498,980             5.100
  39      06/25/10   07/25/10     299,081,256             5.100
  40      07/25/10   08/25/10     280,821,286             5.100
  41      08/25/10   09/25/10     264,475,232             5.100
  42      09/25/10   10/25/10     249,209,348             5.100
  43      10/25/10   11/25/10     235,757,854             5.100
  44      11/25/10   12/25/10     223,608,052             5.100
  45      12/25/10   01/25/11     212,430,928             5.100
  46      01/25/11   02/25/11     202,053,364             5.100
  47      02/25/11   03/25/11     192,063,597             5.100
  48      03/25/11   04/25/11     182,270,370             5.100
  49      04/25/11   05/25/11     172,975,292             5.100
  50      05/25/11   06/25/11     164,348,242             5.100
  51      06/25/11   07/25/11     156,616,932             5.100
  52      07/25/11   08/25/11     149,377,628             5.100
  53      08/25/11   09/25/11     142,714,396             5.100
  54      09/25/11   10/25/11     136,198,146             5.100
  55      10/25/11   11/25/11     130,194,529             5.100
  56      11/25/11   12/25/11     124,542,071             5.100
  57      12/25/11   01/25/12     119,213,276             5.100
  58      01/25/12   02/25/12     114,228,411             5.100
  59      02/25/12   03/25/12     109,555,941             5.100
  60      03/25/12   04/25/12     105,102,481             5.100

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              27

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 CLASS A-1 AVAILABLE FUNDS CAP TABLE

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
      1    5/25/2007     8.071     8.071
      2    6/25/2007     7.550    11.000
      3    7/25/2007     7.802    11.000
      4    8/25/2007     7.550    11.000
      5    9/25/2007     7.550    11.000
      6   10/25/2007     7.802    11.000
      7   11/25/2007     7.551    21.502
      8   12/25/2007     7.803    21.562
      9    1/25/2008     7.551    21.439
     10    2/25/2008     7.551    21.424
     11    3/25/2008     8.075    21.589
     12    4/25/2008     7.554    21.314
     13    5/25/2008     7.807    21.272
     14    6/25/2008     7.556    21.042
     15    7/25/2008     7.808    21.042
     16    8/25/2008     7.556    20.846
     17    9/25/2008     7.557    20.774
     18   10/25/2008     7.809    20.823
     19   11/25/2008     7.558    20.668
     20   12/25/2008     7.810    20.738
     21    1/25/2009     7.559    20.604
     22    2/25/2009     7.559    20.584
     23    3/25/2009     8.259    19.861
     24    4/25/2009     8.729    19.613
     25    5/25/2009     9.088    18.909
     26    6/25/2009     8.785    17.990
     27    7/25/2009     9.068    17.901

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
     28    8/25/2009     8.771    17.406
     29    9/25/2009     8.766    17.175
     30   10/25/2009     9.070    17.596
     31   11/25/2009     8.775    17.198
     32   12/25/2009     9.063    17.241
     33    1/25/2010     8.766    16.851
     34    2/25/2010     8.761    16.703
     35    3/25/2010     9.627    17.460
     36    4/25/2010     9.423    18.078
     37    5/25/2010     9.754    17.950
     38    6/25/2010     9.432    17.314
     39    7/25/2010     9.738    17.302
     40    8/25/2010     9.415    16.807
     41    9/25/2010     9.408    16.614
     42   10/25/2010     9.726    17.356
     43   11/25/2010     9.405    16.927
     44   12/25/2010     9.710    17.088
     45    1/25/2011     9.388    16.650
     46    2/25/2011     9.379    16.526
     47    3/25/2011    10.323    17.387
     48    4/25/2011     9.362    16.498
     49    5/25/2011     9.665    16.691
     50    6/25/2011     9.344    16.250
     51    7/25/2011     9.647    16.460
     52    8/25/2011     9.327    16.041
     53    9/25/2011     9.318    15.949
     54   10/25/2011     9.619    16.399

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
     55   11/25/2011     9.300    15.992
     56   12/25/2011     9.601    16.231
     57    1/25/2012     9.282    15.823
     58    2/25/2012     9.273    15.745
     59    3/25/2012     9.902    16.345
     60    4/25/2012     9.264    15.611
     61    5/25/2012     9.586    11.578
     62    6/25/2012     9.267    11.183
     63    7/25/2012     9.566    11.534
     64    8/25/2012     9.248    11.141
     65    9/25/2012     9.238    11.119
     66   10/25/2012     9.537    11.471
     67   11/25/2012     9.224    11.086
     68   12/25/2012     9.522    11.433
     69    1/25/2013     9.205    11.043
     70    2/25/2013     9.195    11.021
     71    3/25/2013    10.169    12.177
     72    4/25/2013     9.176    10.980
     73    5/25/2013     9.472    11.330
     74    6/25/2013     9.156    10.943
     75    7/25/2013     9.451    11.284
     76    8/25/2013     9.137    10.898
     77    9/25/2013     9.127    10.876
     78   10/25/2013     9.421    11.218
     79   11/25/2013     9.107    10.841

(1)  Available Funds Cap for the Class A-1 Certificates is a per annum rate     
     equal to 12 times the quotient of (x) the total scheduled interest based on
    the Group I Net Mortgage Rates in effect on the related due date, less the
 pro rata portion (calculated based on the ratio of the Group I Mortgage
     Loans to the total pool of 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
    principal balance of the Group I Mortgage Loans as of the first day of the
     applicable due period, multiplied by 30 and divided by the actual number of
days in the related accrual period.                                   

(2)  Assumes no losses, 10% optional termination, 20% HEP on fixed rate         
collateral and 100% PPC on the adjustable rate collateral, and 1 month
     LIBOR and 6 month LIBOR remain constant at 5.321% and 5.368%, respectively.

(3)  Assumes no losses, 10% optional termination, 20% HEP on fixed rate         
collateral and 100% PPC on the adjustable rate collateral, and 1 month
    LIBOR and 6 month LIBOR remain constant at 5.321% and 5.368% respectively,
for the first Distribution Date and each increase to 20.0000% for each
 Distribution Date thereafter. The values indicated include any Net Swap
    Payments received from the Swap Counterparty,and proceeds from the related
     Corridor Contract, although such proceeds are excluded from the calculation
of the Available Funds Cap described herein.                          

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              28

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 CLASS A-2 AVAILABLE FUNDS CAP TABLE

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
      1    5/25/2007     8.049     8.049
      2    6/25/2007     7.530    10.500
      3    7/25/2007     7.781    10.500
      4    8/25/2007     7.530    10.500
      5    9/25/2007     7.530    10.500
      6   10/25/2007     7.782    10.500
      7   11/25/2007     7.534    21.484
      8   12/25/2007     7.785    21.545
      9    1/25/2008     7.535    21.423
     10    2/25/2008     7.536    21.409
     11    3/25/2008     8.057    21.571
     12    4/25/2008     7.542    21.302
     13    5/25/2008     7.798    21.263
     14    6/25/2008     7.549    21.035
     15    7/25/2008     7.803    21.037
     16    8/25/2008     7.553    20.843
     17    9/25/2008     7.555    20.772
     18   10/25/2008     7.810    20.823
     19   11/25/2008     7.561    20.671
     20   12/25/2008     7.816    20.743
     21    1/25/2009     7.566    20.610
     22    2/25/2009     7.569    20.594
     23    3/25/2009     8.274    19.876
     24    4/25/2009     8.379    19.253
     25    5/25/2009     9.331    19.186
     26    6/25/2009     9.026    18.264
     27    7/25/2009     9.322    18.189

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
     28    8/25/2009     9.021    17.689
     29    9/25/2009     9.019    17.459
     30   10/25/2009     9.350    17.768
     31   11/25/2009     9.046    17.568
     32   12/25/2009     9.346    17.625
     33    1/25/2010     9.042    17.225
     34    2/25/2010     9.040    17.080
     35    3/25/2010     9.936    17.876
     36    4/25/2010     9.407    18.027
     37    5/25/2010     9.866    18.230
     38    6/25/2010     9.543    17.589
     39    7/25/2010     9.857    17.589
     40    8/25/2010     9.534    17.089
     41    9/25/2010     9.530    16.898
     42   10/25/2010     9.852    17.430
     43   11/25/2010     9.538    17.231
     44   12/25/2010     9.851    17.406
     45    1/25/2011     9.529    16.961
     46    2/25/2011     9.524    16.841
     47    3/25/2011    10.487    17.738
     48    4/25/2011     9.514    16.721
     49    5/25/2011     9.826    16.965
     50    6/25/2011     9.504    16.519
     51    7/25/2011     9.816    16.742
     52    8/25/2011     9.494    16.317
     53    9/25/2011     9.489    16.228
     54   10/25/2011     9.800    16.594

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
     55   11/25/2011     9.479    16.223
     56   12/25/2011     9.789    16.474
     57    1/25/2012     9.468    16.062
     58    2/25/2012     9.463    15.988
     59    3/25/2012    10.110    16.609
     60    4/25/2012     9.472    15.874
     61    5/25/2012     9.792    11.845
     62    6/25/2012     9.471    11.446
     63    7/25/2012     9.781    11.809
     64    8/25/2012     9.460    11.411
     65    9/25/2012     9.454    11.394
     66   10/25/2012     9.766    11.763
     67   11/25/2012     9.445    11.370
     68   12/25/2012     9.754    11.730
     69    1/25/2013     9.434    11.334
     70    2/25/2013     9.428    11.317
     71    3/25/2013    10.432    12.509
     72    4/25/2013     9.417    11.287
     73    5/25/2013     9.725    11.649
     74    6/25/2013     9.405    11.255
     75    7/25/2013     9.713    11.612
     76    8/25/2013     9.394    11.219
     77    9/25/2013     9.388    11.201
     78   10/25/2013     9.695    11.562
     79   11/25/2013     9.376    11.174

(1)  Available Funds Cap for the Class A-2 Certificates is a per annum rate     
     equal to 12 times the quotient of (x) the total scheduled interest based on
     the Group II Net Mortgage Rates in effect on the related due date, less the
  pro rata portion (calculated based on the ratio of the Group II Mortgage
     Loans to the total pool of 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
     principal balance of the Group II Mortgage Loans as of the first day of the
     applicable due period, multiplied by 30 and divided by the actual number of
days in the related accrual period.                                   

(2)  Assumes no losses, 10% optional termination, 20% HEP on fixed rate         
collateral and 100% PPC on the adjustable rate collateral, and 1 month
     LIBOR and 6 month LIBOR remain constant at 5.321% and 5.368%, respectively.

(3)  Assumes no losses, 10% optional termination, 20% HEP on fixed rate         
collateral and 100% PPC on the adjustable rate collateral, and 1 month
    LIBOR and 6 month LIBOR remain constant at 5.321% and 5.368% respectively,
for the first Distribution Date and each increase to 20.0000% for each
 Distribution Date thereafter. The values indicated include any Net Swap
    Payments received from the Swap Counterparty and proceeds from the related
     Corridor Contract, although such proceeds are excluded from the calculation
of the Available Funds Cap described herein.                          

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              29

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

SUBORDINATE CERTIFICATES AVAILABLE FUNDS CAP TABLE

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
      1    5/25/2007     8.057     8.057
      2    6/25/2007     7.537     9.500
      3    7/25/2007     7.789     9.500
      4    8/25/2007     7.537     9.500
      5    9/25/2007     7.538     9.500
      6   10/25/2007     7.790     9.500
      7   11/25/2007     7.540    21.491
      8   12/25/2007     7.792    21.551
      9    1/25/2008     7.541    21.429
     10    2/25/2008     7.542    21.414
     11    3/25/2008     8.064    21.578
     12    4/25/2008     7.546    21.306
     13    5/25/2008     7.802    21.266
     14    6/25/2008     7.551    21.037
     15    7/25/2008     7.805    21.039
     16    8/25/2008     7.554    20.844
     17    9/25/2008     7.556    20.773
     18   10/25/2008     7.810    20.823
     19   11/25/2008     7.560    20.670
     20   12/25/2008     7.814    20.741
     21    1/25/2009     7.563    20.608
     22    2/25/2009     7.565    20.590
     23    3/25/2009     8.269    19.871
     24    4/25/2009     8.506    19.384
     25    5/25/2009     9.242    19.085
     26    6/25/2009     8.938    18.164
     27    7/25/2009     9.230    18.084

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
     28    8/25/2009     8.930    17.586
     29    9/25/2009     8.927    17.355
     30   10/25/2009     9.248    17.706
     31   11/25/2009     8.947    17.433
     32   12/25/2009     9.243    17.485
     33    1/25/2010     8.942    17.089
     34    2/25/2010     8.939    16.943
     35    3/25/2010     9.823    17.725
     36    4/25/2010     9.413    18.045
     37    5/25/2010     9.826    18.128
     38    6/25/2010     9.503    17.489
     39    7/25/2010     9.813    17.485
     40    8/25/2010     9.491    16.986
     41    9/25/2010     9.485    16.794
     42   10/25/2010     9.806    17.403
     43   11/25/2010     9.490    17.120
     44   12/25/2010     9.800    17.290
     45    1/25/2011     9.477    16.848
     46    2/25/2011     9.471    16.726
     47    3/25/2011    10.427    17.610
     48    4/25/2011     9.458    16.639
     49    5/25/2011     9.767    16.865
     50    6/25/2011     9.446    16.421
     51    7/25/2011     9.754    16.639
     52    8/25/2011     9.433    16.217
     53    9/25/2011     9.426    16.126
     54   10/25/2011     9.734    16.523

                                                                [Download Table]

                        AVAIL.    AVAIL.
                        FUNDS     FUNDS 
            PAYMENT    CAP (%)   CAP (%)
 PERIOD      DATE       (1)(2)    (1)(3)
-------   ----------   -------   -------
                                        
     55   11/25/2011     9.413    16.138
     56   12/25/2011     9.720    16.385
     57    1/25/2012     9.400    15.975
     58    2/25/2012     9.394    15.900
     59    3/25/2012    10.034    16.513
     60    4/25/2012     9.396    15.778
     61    5/25/2012     9.717    11.747
     62    6/25/2012     9.396    11.350
     63    7/25/2012     9.702    11.709
     64    8/25/2012     9.382    11.312
     65    9/25/2012     9.375    11.293
     66   10/25/2012     9.682    11.656
     67   11/25/2012     9.364    11.266
     68   12/25/2012     9.669    11.622
     69    1/25/2013     9.350    11.228
     70    2/25/2013     9.343    11.208
     71    3/25/2013    10.336    12.388
     72    4/25/2013     9.328    11.175
     73    5/25/2013     9.632    11.533
     74    6/25/2013     9.314    11.141
     75    7/25/2013     9.617    11.492
     76    8/25/2013     9.300    11.102
     77    9/25/2013     9.292    11.082
     78   10/25/2013     9.595    11.436
     79   11/25/2013     9.278    11.052

(1)  Available Funds Cap for the Subordinate Certificates is a per annum rate   
 equal to the weighted average (weighted in proportion to the results of
 subtracting from the aggregate principal balance of each loan group the
     current principal balance of the related Class A Certificates) of the Class
A-1 Available Funds Cap and the Class A-2 Available Funds Cap.        

(2)  Assumes no losses, 10% optional termination, 20% HEP on fixed rate         
collateral and 100% PPC on the adjustable rate collateral, and 1 month
     LIBOR and 6 month LIBOR remain constant at 5.321% and 5.368%, respectively.

(3)  Assumes no losses, 10% optional termination, 20% HEP on fixed rate         
collateral and 100% PPC on the adjustable rate collateral, and 1 month
     LIBOR and 6 month LIBOR remain constant at 5.321% and 5.368%, respectively,
for the first Distribution Date and each increase to 20.0000% for each
 Distribution Date thereafter. The values indicated include any Net Swap
    Payments received from the Swap Counterparty and proceeds from the related
     Corridor Contract, although such proceeds are excluded from the calculation
of the Available Funds Cap described herein.                          

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 DISCOUNT MARGIN TABLE (TO CALL)

                                                        [Enlarge/Download Table]

                         0%            80%            100%           150%           200%    
                   PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED
                   -------------  -------------  -------------  -------------  -------------
                                                                                            
CLASS A-1                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          14             14             14             14             14     
WAL (YRS)              23.95           3.04           2.42           1.44           1.15    
MOD DURN (YRS)         12.68           2.65           2.16           1.36           1.10    
PRINCIPAL WINDOW   05/07 - 03/37  05/07 - 09/15  05/07 - 11/13  05/07 - 03/10  05/07 - 05/09

CLASS A-2A                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          11             11             11             11             11     
WAL (YRS)              17.51           1.16           1.00           0.77           0.64    
MOD DURN (YRS)         10.68           1.11           0.96           0.74           0.63    
PRINCIPAL WINDOW   05/07 - 06/32  05/07 - 04/09  05/07 - 01/09  05/07 - 07/08  05/07 - 04/08

CLASS A-2B                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          17             17             17             17             17     
WAL (YRS)              27.21           2.36           2.00           1.50           1.17    
MOD DURN (YRS)         13.87           2.19           1.87           1.43           1.12    
PRINCIPAL WINDOW   06/32 - 06/36  04/09 - 03/10  01/09 - 08/09  07/08 - 02/09  04/08 - 09/08

CLASS A-2C                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          24             24             24             24             24     
WAL (YRS)              29.87           4.67           3.50           2.03           1.66    
MOD DURN (YRS)         14.30           4.03           3.12           1.90           1.57    
PRINCIPAL WINDOW   06/36 - 03/37  03/10 - 08/14  08/09 - 01/13  02/09 - 08/09  09/08 - 03/09

CLASS A-2D                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          32             32             32             32             32     
WAL (YRS)              29.91           8.26           6.46           2.63           1.97    
MOD DURN (YRS)         14.18           6.51           5.35           2.42           1.84    
PRINCIPAL WINDOW   03/37 - 03/37  08/14 - 09/15  01/13 - 11/13  08/09 - 03/10  03/09 - 05/09

CLASS M-1                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          38             38             38             38             38     
WAL (YRS)              29.82           5.56           4.68           4.08           2.66    
MOD DURN (YRS)         14.07           4.63           4.03           3.59           2.44    
PRINCIPAL WINDOW   12/35 - 03/37  06/10 - 09/15  10/10 - 11/13  05/11 - 05/11  12/09 - 12/09

CLASS M-2                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          47             47             47             47             47     
WAL (YRS)              29.82           5.56           4.60           4.08           2.66    
MOD DURN (YRS)         13.92           4.61           3.95           3.59           2.44    
PRINCIPAL WINDOW   12/35 - 03/37  06/10 - 09/15  08/10 - 11/13  05/11 - 05/11  11/09 - 12/09

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

DISCOUNT MARGIN TABLE (TO CALL) (CONT'D)

                                                        [Enlarge/Download Table]

                         0%            80%            100%           150%           200%    
                   PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED
                   -------------  -------------  -------------  -------------  -------------
                                                                                            
CLASS M-3                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          58             58             58             58             58     
WAL (YRS)              29.82           5.56           4.57           3.96           2.57    
MOD DURN (YRS)         13.75           4.59           3.91           3.48           2.36    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  08/10 - 11/13  02/11 - 05/11  10/09 - 12/09

CLASS M-4                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN         100            100            100            100            100     
WAL (YRS)              29.82           5.55           4.55           3.81           2.46    
MOD DURN (YRS)         13.12           4.52           3.85           3.33           2.25    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  07/10 - 11/13  12/10 - 05/11  08/09 - 12/09

CLASS M-5                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN         125            125            125            125            125     
WAL (YRS)              29.82           5.55           4.54           3.67           2.37    
MOD DURN (YRS)         12.77           4.49           3.82           3.21           2.16    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  07/10 - 11/13  10/10 - 05/11  07/09 - 12/09

CLASS M-6                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN         175            175            175            175            175     
WAL (YRS)              29.82           5.55           4.52           3.59           2.33    
MOD DURN (YRS)         12.11           4.41           3.75           3.11           2.11    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  06/10 - 11/13  09/10 - 05/11  06/09 - 12/09

CLASS B-1                                                                                   
PRICE = 95.1874%                                                                            
DISCOUNT MARGIN         262            331            350            378            453     
WAL (YRS)              29.82           5.55           4.51           3.52           2.29    
MOD DURN (YRS)         11.17           4.27           3.64           2.99           2.03    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  06/10 - 11/13  08/10 - 05/11  06/09 - 12/09

CLASS B-2                                                                                   
PRICE = 91.6772%                                                                            
DISCOUNT MARGIN         295            416            450            504            631     
WAL (YRS)              29.82           5.55           4.51           3.46           2.29    
MOD DURN (YRS)         10.87           4.21           3.59           2.91           2.01    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  06/10 - 11/13  07/10 - 05/11  06/09 - 12/09

CLASS B-3                                                                                   
PRICE = 80.6269%                                                                            
DISCOUNT MARGIN         415            715            800            938           1,251    
WAL (YRS)              29.82           5.55           4.50           3.42           2.28    
MOD DURN (YRS)          9.85           4.00           3.43           2.78           1.92    
PRINCIPAL WINDOW   12/35 - 03/37  05/10 - 09/15  05/10 - 11/13  06/10 - 05/11  05/09 - 12/09

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 DISCOUNT MARGIN TABLE (TO MATURITY)

                                                        [Enlarge/Download Table]

                         0%            80%            100%           150%           200%    
                   PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED
                   -------------  -------------  -------------  -------------  -------------
                                                                                            
CLASS A-1                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          14             15             15             14             14     
WAL (YRS)              23.95           3.32           2.64           1.44           1.15    
MOD DURN (YRS)         12.68           2.80           2.30           1.36           1.10    
PRINCIPAL WINDOW   05/07 - 04/37  05/07 - 07/27  05/07 - 07/23  05/07 - 03/10  05/07 - 05/09

CLASS A-2A                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          11             11             11             11             11     
WAL (YRS)              17.51           1.16           1.00           0.77           0.64    
MOD DURN (YRS)         10.68           1.11           0.96           0.74           0.63    
PRINCIPAL WINDOW   05/07 - 06/32  05/07 - 04/09  05/07 - 01/09  05/07 - 07/08  05/07 - 04/08

CLASS A-2B                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          17             17             17             17             17     
WAL (YRS)              27.21           2.36           2.00           1.50           1.17    
MOD DURN (YRS)         13.87           2.19           1.87           1.43           1.12    
PRINCIPAL WINDOW   06/32 - 06/36  04/09 - 03/10  01/09 - 08/09  07/08 - 02/09  04/08 - 09/08

CLASS A-2C                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          24             24             24             24             24     
WAL (YRS)              29.87           4.67           3.50           2.03           1.66    
MOD DURN (YRS)         14.30           4.03           3.12           1.90           1.57    
PRINCIPAL WINDOW   06/36 - 03/37  03/10 - 08/14  08/09 - 01/13  02/09 - 08/09  09/08 - 03/09

CLASS A-2D                                                                                  
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          32             37             38             32             32     
WAL (YRS)              29.98          10.84           8.54           2.63           1.97    
MOD DURN (YRS)         14.19           7.85           6.58           2.42           1.84    
PRINCIPAL WINDOW   03/37 - 04/37  08/14 - 06/27  01/13 - 06/23  08/09 - 03/10  03/09 - 05/09

CLASS M-1                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          38             39             39             45             45     
WAL (YRS)              29.83           6.21           5.21           6.86           4.68    
MOD DURN (YRS)         14.07           4.97           4.34           5.56           4.03    
PRINCIPAL WINDOW   12/35 - 04/37  06/10 - 08/23  10/10 - 04/20  05/12 - 09/17  09/10 - 09/14

CLASS M-2                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          47             49             49             50             50     
WAL (YRS)              29.83           6.17           5.10           4.74           3.12    
MOD DURN (YRS)         13.93           4.94           4.25           4.08           2.81    
PRINCIPAL WINDOW   12/35 - 04/37  06/10 - 09/22  08/10 - 06/19  05/11 - 12/14  11/09 - 08/12

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

DISCOUNT MARGIN TABLE (TO MATURITY) (CONT'D)

                                                        [Enlarge/Download Table]

                         0%            80%            100%           150%           200%    
                   PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED  PRICING SPEED
                   -------------  -------------  -------------  -------------  -------------
                                                                                            
CLASS M-3                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN          58             60             60             60             60     
WAL (YRS)              29.93           6.14           5.03           4.25           2.78    
MOD DURN (YRS)         13.75           4.90           4.19           3.70           2.52    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 07/21  08/10 - 07/18  02/11 - 04/14  10/09 - 02/12

CLASS M-4                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN         100            103            103            103            103     
WAL (YRS)              29.83           6.10           4.99           4.08           2.66    
MOD DURN (YRS)         13.13           4.81           4.11           3.53           2.40    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 01/21  07/10 - 02/18  12/10 - 02/14  08/09 - 11/11

CLASS M-5                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN         125            128            129            128            129     
WAL (YRS)              29.83           6.07           4.95           3.93           2.56    
MOD DURN (YRS)         12.77           4.75           4.06           3.39           2.31    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 05/20  07/10 - 08/17  10/10 - 09/13  07/09 - 08/11

CLASS M-6                                                                                   
PRICE = 100.0000%                                                                           
DISCOUNT MARGIN         175            179            180            179            180     
WAL (YRS)              29.83           6.03           4.90           3.83           2.49    
MOD DURN (YRS)         12.11           4.65           3.97           3.28           2.24    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 10/19  06/10 - 02/17  09/10 - 05/13  06/09 - 05/11

CLASS B-1                                                                                   
PRICE = 95.1874%                                                                            
DISCOUNT MARGIN         262            331            349            376            447     
WAL (YRS)              29.83           5.97           4.85           3.73           2.43    
MOD DURN (YRS)         11.17           4.45           3.81           3.13           2.14    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 03/19  06/10 - 09/16  08/10 - 02/13  06/09 - 03/11

CLASS B-2                                                                                   
PRICE = 91.6772%                                                                            
DISCOUNT MARGIN         295            413            445            498            618     
WAL (YRS)              29.83           5.91           4.80           3.64           2.41    
MOD DURN (YRS)         10.87           4.36           3.73           3.03           2.09    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 06/18  06/10 - 02/16  07/10 - 09/12  06/09 - 12/10

CLASS B-3                                                                                   
PRICE = 80.6269%                                                                            
DISCOUNT MARGIN         415            706            788            922           1,224    
WAL (YRS)              29.83           5.81           4.71           3.54           2.36    
MOD DURN (YRS)          9.86           4.09           3.51           2.85           1.98    
PRINCIPAL WINDOW   12/35 - 04/37  05/10 - 11/17  05/10 - 08/15  06/10 - 06/12  05/09 - 09/10

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 BREAKEVEN CDR TABLE

The tables below display the Constant Default Rate ("CDR"), and the related     
cumulative collateral loss, that can be sustained without the referenced Class  
incurring a writedown. Calculations are run to maturity at forward LIBOR, and at
varying loss severity percentages. Other assumptions include: (1) prepayment    
speed at 20% HEP for the fixed rate mortgage loans and 100% PPC for the         
adjustable rate mortgage loans, (2) 0 month lag from default to loss, (3) 100%  
P&I advancing, (4) triggers fail (i.e., no OC stepdown):                        

                                                                [Download Table]

                                 FORWARD LIBOR         
                        ------------------------------ 
                        35% LOSS   45% LOSS   55% LOSS 
                        SEVERITY   SEVERITY   SEVERITY 
                        --------   --------   -------- 
                                                       
CLASS M-1   CDR Break      30.08%     21.85%     17.16%
            Cum Loss       19.52%     20.49%     21.17%
                           -----      -----      ----- 
CLASS M-2   CDR Break      22.81%     17.02%     13.57%
            Cum Loss       16.40%     17.22%     17.79%
                           -----      -----      ----- 
CLASS M-3   CDR Break      20.72%     15.58%     12.48%
            Cum Loss       15.37%     16.14%     16.68%
                           -----      -----      ----- 
CLASS M-4   CDR Break      18.24%     13.83%     11.14%
            Cum Loss       14.07%     14.76%     15.25%
                           -----      -----      ----- 
CLASS M-5   CDR Break      16.27%     12.42%     10.04%
            Cum Loss       12.96%     13.59%     14.03%
                           -----      -----      ----- 
CLASS M-6   CDR Break      14.77%     11.33%      9.18%
            Cum Loss       12.07%     12.65%     13.04%
                           -----      -----      ----- 
CLASS B-1   CDR Break      13.20%     10.18%      8.28%
            Cum Loss       11.08%     11.61%     11.97%
                           -----      -----      ----- 
CLASS B-2   CDR Break      12.16%      9.41%      7.67%
            Cum Loss       10.40%     10.89%     11.22%
                           -----      -----      ----- 
CLASS B-3   CDR Break      10.97%      8.56%      7.01%
            Cum Loss        9.59%     10.07%     10.39%
                           -----      -----      ----- 

 (GRAPH)

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              35

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                                                     FREE WRITING PROSPECTUS FOR
(MERRILL LYNCH LOGO)                                                FFMER 2007-2

 EXCESS SPREAD

The table below displays excess spread in bps. Calculations are run to call at  
both static (1ML = 5.321% and 6ML = 5.368%) and forward LIBOR. Excess spread    
means the per annum rate equal to 12 times the quotient of (x) the difference   
between (a) the sum of the total scheduled interest of the mortgage loans based 
on the Net Mortgage Rates in effect on the related due date, any Net Swap       
Payments received from the Swap Counterparty and any Cap Payments received from 
the Cap Counterparty, minus (b) the sum of the total interest due on the        
Certificates and the any Net Swap Payments owed to the Swap Counterparty,       
divided by (y) the aggregate principal balance of the Certificates as of the    
first day of the applicable accrual period. Other assumptions include: (1)      
prepayment speed is 20% HEP for the fixed rate mortgage loans and 100% PPC for  
the adjustable rate mortgage loans, (2) no defaults and no losses:              

                                                                [Download Table]

          EXCESS SPREAD IN BPS   EXCESS SPREAD IN BPS
PERIOD       (STATIC LIBOR)         (FORWARD LIBOR)  
------    --------------------   --------------------
                                                     
Avg yr1                    250                    251
Avg yr2                    276                    280
Avg yr3                    426                    421
Avg yr4                    471                    467
Avg yr5                    459                    459

                                                                [Download Table]

          EXCESS SPREAD   1 MONTH   6 MONTH    EXCESS SPREAD 
             IN BPS       FORWARD   FORWARD        IN BPS    
PERIOD   (STATIC LIBOR)    LIBOR     LIBOR    (FORWARD LIBOR)
------   --------------   -------   -------   ---------------
                                                             
1                     *   5.3210%   5.3680%                 *
2                   224   5.3250%   5.3540%               224
3                   243   5.3320%   5.3310%               242
4                   224   5.3180%   5.2980%               225
5                   224   5.2900%   5.2560%               228
6                   243   5.2640%   5.2090%               249
7                   263   5.2350%   5.1570%               263
8                   265   5.1930%   5.1020%               266
9                   263   5.1370%   5.0470%               264
10                  264   5.0740%   4.9970%               265
11                  268   5.0130%   4.9530%               269
12                  264   4.9590%   4.9160%               266
13                  267   4.9120%   4.8870%               269
14                  265   4.8710%   4.8650%               268
15                  268   4.8390%   4.8490%               271
16                  265   4.8140%   4.8370%               269
17                  266   4.7970%   4.8290%               270
18                  269   4.7880%   4.8240%               273
19                  267   4.7820%   4.8210%               271
20                  270   4.7770%   4.8210%               275
21                  267   4.7710%   4.8230%               272
22                  268   4.7670%   4.8290%               273
23                  280   4.7680%   4.8370%               288
24                  367   4.7720%   4.8480%               363
25                  421   4.7800%   4.8600%               411
26                  412   4.7910%   4.8740%               406
27                  421   4.8030%   4.8880%               415
28                  413   4.8160%   4.9030%               408
29                  413   4.8310%   4.9180%               408
30                  426   4.8450%   4.9320%               421
31                  417   4.8600%   4.9460%               414
32                  427   4.8750%   4.9600%               424
33                  418   4.8900%   4.9730%               415
34                  419   4.9040%   4.9850%               416
35                  451   4.9170%   4.9970%               445
36                  477   4.9290%   5.0080%               468
37                  499   4.9390%   5.0190%               491
38                  459   4.9500%   5.0300%               453
39                  474   4.9610%   5.0410%               468
40                  464   4.9720%   5.0520%               458

                                                                [Download Table]

          EXCESS SPREAD   1 MONTH   6 MONTH    EXCESS SPREAD 
             IN BPS       FORWARD   FORWARD        IN BPS    
PERIOD   (STATIC LIBOR)    LIBOR     LIBOR    (FORWARD LIBOR)
------   --------------   -------   -------   ---------------
                                                             
41                  464   4.9830%   5.0620%               458
42                  476   4.9930%   5.0730%               472
43                  464   5.0040%   5.0830%               462
44                  476   5.0150%   5.0930%               472
45                  463   5.0250%   5.1020%               460
46                  462   5.0350%   5.1110%               459
47                  499   5.0440%   5.1200%               493
48                  460   5.0530%   5.1290%               459
49                  472   5.0610%   5.1370%               471
50                  458   5.0700%   5.1460%               457
51                  470   5.0780%   5.1550%               469
52                  456   5.0870%   5.1640%               455
53                  455   5.0950%   5.1730%               453
54                  467   5.1040%   5.1820%               468
55                  453   5.1130%   5.1900%               454
56                  465   5.1210%   5.1990%               466
57                  451   5.1300%   5.2080%               452
58                  450   5.1390%   5.2170%               450
59                  476   5.1480%   5.2260%               475
60                  450   5.1560%   5.2350%               452
61                  457   5.1650%   5.2430%               464
62                  437   5.1740%   5.2510%               443
63                  456   5.1820%   5.2590%               461
64                  435   5.1900%   5.2670%               440
65                  435   5.1980%   5.2740%               439
66                  453   5.2060%   5.2810%               458
67                  433   5.2130%   5.2870%               439
68                  452   5.2200%   5.2940%               456
69                  431   5.2270%   5.3000%               435
70                  431   5.2330%   5.3050%               434
71                  488   5.2390%   5.3110%               490
72                  429   5.2450%   5.3160%               433
73                  448   5.2500%   5.3220%               451
74                  427   5.2550%   5.3270%               431
75                  446   5.2600%   5.3330%               449
76                  426   5.2650%   5.3390%               428
77                  425   5.2710%   5.3450%               427
78                  444   5.2760%   5.3510%               446
79                  423   5.2820%   5.3570%               426

 RECIPIENTS SHOULD READ THE INFORMATION CONTAINED IN THE IMPORTANT NOTICES
 SECTION FOLLOWING THE COVER PAGE OF THIS FREE WRITING PROSPECTUS.

                                                                              36

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 AGGREGATE MORTGAGE LOAN CHARACTERISTICS

                                                                [Download Table]
                                                        
Aggregate Outstanding Principal Balance   $2,002,132,044
Aggregate Original Principal Balance      $2,002,538,439
Number of Mortgage Loans                          10,096

                                                                [Download Table]

                                  MINIMUM      MAXIMUM    AVERAGE (1)
                                ----------   ----------   -----------
                                                                     
Original Principal Balance         $25,200   $1,840,000      $198,350
Outstanding Principal Balance      $25,187   $1,840,000      $198,309

                                                                [Download Table]

                                                            WEIGHTED 
                                  MINIMUM      MAXIMUM    AVERAGE (2)
                                ----------   ----------   -----------
                                                                     
Original Term (mos)                   180          360           359 
Stated remaining Term (mos)           177          360           358 
Loan Age (mos)                          0            7             1 
Current Interest Rate               5.350%      13.550%        8.288%
Initial Interest Rate Cap(4)        1.000%       3.000%        2.994%
Periodic Rate Cap(4)                1.000%       1.000%        1.000%
Gross Margin(4)                     2.750%       6.750%        5.531%
Maximum Mortgage Rate(4)           11.350%      18.750%       14.125%
Minimum Mortgage Rate(4)            5.350%      12.750%        8.125%
Months to Roll(4)                       5           60            28 
Original Loan-to-Value              12.84%      100.00%        83.44%
Combined Loan-to-Value              12.84%      100.00%        91.98%
Credit Score (3)                      537          820           644 

                                                                [Download Table]

                                 EARLIEST      LATEST  
                                ----------   ----------
                                                       
Maturity Date                   01/01/2022   04/01/2037

                                                                [Download Table]

                                  PERCENT OF 
                                MORTGAGE POOL
                                -------------
                                             
LIEN POSITION                                
1st Lien                              100.00%
2nd Lien                                0.00%

OCCUPANCY                                    
Primary                                96.39%
Second Home                             0.35%
Investment                              3.26%

LOAN TYPE                                    
Fixed Rate                             18.41%
ARM                                    81.59%

AMORTIZATION TYPE                            
Fully Amortizing                       33.95%
Interest Only                          15.12%
15/30 Balloon                           0.03%
30/40 Balloon                          12.69%
30/50 Balloon                          38.22%

                                                                [Download Table]

                                  PERCENT OF 
                                MORTGAGE POOL
                                -------------
                                             
YEAR OF ORIGINATION                          
2006                                    2.47%
2007                                   97.53%

LOAN PURPOSE                                 
Purchase                               61.38%
Refinance - Rate/Term                   5.66%
Refinance - Cashout                    32.96%

PROPERTY TYPE                                
Single Family                          68.03%
Condominium                             5.86%
Planned Unit Development               18.11%
Two- to Four-Family                     8.01%

(1)  Sum of Principal Balance divided by total number of loans.                 

(2)  Weighted by Outstanding Principal Balance.                                 

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(3)  Minimum and Weighting only for loans with scores.                          

(4)  ARM Loans only                                                             

MORTGAGE RATES                                                                  

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF            MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
MORTGAGE RATES        LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------      -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
5.500% or less             2       988,314       0.05      5.358      712     494,157     55.18      49.11   100.00    0.00
5.501% to 6.000%          58    16,916,405       0.84      5.906      730     291,662     73.76      42.21    95.74   41.04
6.001% to 6.500%         284    83,883,627       4.19      6.310      705     295,365     76.21      42.22    91.32   38.75
6.501% to 7.000%         686   182,725,790       9.13      6.822      680     266,364     78.49      43.85    74.77   32.00
7.001% to 7.500%       1,039   254,279,037      12.70      7.304      667     244,734     79.66      43.91    63.87   20.70
7.501% to 8.000%       1,695   373,559,381      18.66      7.792      654     220,389     81.08      43.76    61.99   14.94
8.001% to 8.500%       1,583   314,720,850      15.72      8.287      638     198,813     82.74      43.78    63.48   11.58
8.501% to 9.000%       1,755   324,046,730      16.19      8.771      623     184,642     84.72      43.50    65.30    7.22
9.001% to 9.500%       1,145   189,040,087       9.44      9.274      613     165,101     86.99      42.79    68.63    6.64
9.501% to 10.000%        805   124,923,250       6.24      9.759      611     155,184     89.99      43.31    62.92    6.85
10.001% to 10.500%       353    45,938,072       2.29     10.270      614     130,136     93.43      42.99    67.55    5.66
10.501% to 11.000%       228    30,048,918       1.50     10.743      620     131,793     97.05      44.73    62.07    7.88
11.001% to 11.500%       117    14,675,294       0.73     11.271      608     125,430     98.77      44.23    78.41   19.26
11.501% to 12.000%       159    22,067,983       1.10     11.787      599     138,792     99.91      42.65    91.09   12.16
12.001% to 12.500%       129    16,362,636       0.82     12.237      592     126,842     99.98      43.12    99.02   20.72
12.501% to 13.000%        39     5,964,341       0.30     12.714      592     152,932     99.97      42.15    92.05   18.68
13.001% to 13.500%        18     1,741,494       0.09     13.235      587      96,750    100.00      41.46   100.00   24.69
13.501% to 14.000%         1       249,833       0.01     13.550      584     249,833    100.00      47.00   100.00    0.00
                      ------ -------------     ------     ------      ---     -------    ------      -----   ------   -----
TOTAL:                10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                      ====== =============     ======     ======      ===     =======    ======      =====   ======   =====

As of the Cut-off Date, Mortgage Rates borne by the Mortgage Loans ranged from  
5.350% per annum to 13.550% per annum and the weighted average Mortgage Rate of 
the Mortgage Loans was approximately 8.288% per annum.                          

REMAINING MONTHS TO STATED MATURITY                                             

                                                        [Enlarge/Download Table]

                                     AGGREGATE                                    AVERAGE                                        
                           NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                             OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF                  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
REMAINING TERMS (MONTHS)    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                 
169 to 180                     109    13,776,427       0.69      8.389      640     126,389     79.56      38.89    79.87   30.10
229 to 240                       5       486,929       0.02      7.972      621      97,386     80.74      40.51    14.71    0.00
349 to 360                   9,982 1,987,868,687      99.29      8.288      644     199,145     83.46      43.56    67.31   15.02
                            ------ -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                      10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                            ====== =============     ======      =====      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the remaining term to stated maturity of the Mortgage   
Loans ranged from 177 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 PRINCIPACL BALANCES                                      

                                                        [Enlarge/Download Table]

                                      AGGREGATE                                    AVERAGE                                        
                            NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                              OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF ORIGINAL MORTGAGE MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN PRINCIPAL BALANCES      LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------------- -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                  
$50,000 or less                 164     7,369,674       0.37      9.480      614      44,937     79.56      36.90    87.44    0.65
$50,001 to $100,000           2,331   177,544,048       8.87      9.090      622      76,166     85.07      41.09    86.93    3.76
$100,001 to $150,000          2,318   290,195,135      14.49      8.656      630     125,192     84.18      42.55    80.91    6.58
$150,001 to $200,000          1,736   302,809,976      15.12      8.333      639     174,430     83.46      43.29    73.98    9.85
$200,001 to $250,000          1,066   238,891,162      11.93      8.261      642     224,101     83.28      44.02    69.18   15.15
$250,001 to $300,000            753   206,113,337      10.29      8.117      644     273,723     82.70      44.16    65.68   12.31
$300,001 to $350,000            468   151,408,163       7.56      8.182      643     323,522     83.43      44.44    60.17   17.78
$350,001 to $400,000            381   142,540,386       7.12      8.129      650     374,122     83.05      45.00    48.12   19.28
$400,001 to $450,000            246   104,777,215       5.23      8.068      655     425,924     83.64      44.73    51.94   21.88
$450,001 to $500,000            200    95,311,950       4.76      8.098      654     476,560     83.73      44.79    47.06   22.09
$500,001 to $550,000            131    68,887,370       3.44      7.974      658     525,858     84.71      46.01    48.01   19.95
$550,001 to $600,000             90    51,995,751       2.60      7.955      665     577,731     84.13      43.14    50.09   21.01
$600,001 to $650,000             66    41,245,192       2.06      7.951      663     624,927     82.54      44.10    57.33   24.35
$650,001 to $700,000             38    25,757,185       1.29      7.947      666     677,821     83.34      42.76    47.24   28.82
$700,001 to $750,000             20    14,518,007       0.73      7.611      649     725,900     80.61      45.80    74.69   29.73
$750,001 to $800,000             26    20,324,366       1.02      7.563      671     781,706     79.99      41.43    69.61   46.14
$800,001 to $850,000              7     5,779,132       0.29      6.697      699     825,590     78.68      38.66    71.54   57.52
$850,001 to $900,000             16    13,998,532       0.70      7.375      677     874,908     78.55      42.02    75.02   62.49
$900,001 to $950,000              8     7,408,149       0.37      7.722      673     926,019     82.33      43.40    87.58   25.05
$950,001 to $1,000,000            8     7,859,150       0.39      7.425      683     982,394     82.54      42.98    74.81   50.13
$1,000,001 or greater            23    27,398,165       1.37      7.181      691   1,191,225     77.93      40.31    83.66   48.98
                             ------ -------------     ------      -----      ---   ---------     -----      -----    -----   -----
TOTAL:                       10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                             ====== =============     ======      =====      ===   =========     =====      =====    =====   =====

As of the Cut-off Date, the outstanding principal balances of the Mortgage Loans
ranged from approximately $25,187 to approximately $1,840,000 and the average   
outstanding principal balance of the Mortgage Loans was approximately $198,309. 

PRODUCT TYPES                                                                   

                                                        [Enlarge/Download Table]

                                 AGGREGATE                                    AVERAGE                                        
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                      MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
PRODUCT TYPES           LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------         -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
Balloon - 30/50            426    73,678,231       3.68      9.312      627     172,954     87.12      43.74    80.55    0.00
ARM - 1 Year/6 Month        10     3,042,015       0.15      8.365      634     304,201     83.78      39.26    49.43    0.00
ARM - 2 Year/6 Month                                                                                                         
   (50 due in 30)        1,972   497,131,600      24.83      8.126      643     252,095     82.61      45.04    64.31    0.00
ARM - 3 Year/6 Month                                                                                                         
   (50 due in 30)          720   183,196,767       9.15      8.049      645     254,440     82.72      45.59    62.33    0.00
ARM - 5 Year/6 Month                                                                                                         
   (50 due in 30)           43    11,178,580       0.56      7.677      677     259,967     79.99      41.28    73.91    0.00
15 Year Fixed Loans        104    13,114,455       0.66      8.269      642     126,101     78.68      38.60    78.85   28.86

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                                                        [Enlarge/Download Table]
                                                                                                      
15/30 Balloon Loans         5       661,972    0.03  10.763  597  132,394  97.04  44.55  100.00  54.61
20 Year Fixed Loans         5       486,929    0.02   7.972  621   97,386  80.74  40.51   14.71   0.00
2/28 LIBOR Loans        2,437   464,953,215   23.22   8.204  647  190,789  83.59  42.89   66.09  35.72
2/28 LIBOR Loans                                                                                      
   (40 due in 30)         669   140,844,464    7.03   8.321  629  210,530  84.55  44.41   65.23   0.00
30 Year Fixed Loans     1,955   247,132,108   12.34   8.967  638  126,410  85.25  40.79   81.30  13.13
30/40 Balloon Loans       224    33,545,271    1.68   8.938  636  149,756  86.04  42.95   72.29   0.00
3/27 LIBOR Loans        1,096   234,260,358   11.70   7.962  656  213,741  81.95  42.69   63.93  37.72
3/27 LIBOR Loans                                                                                      
   (40 due in 30)         338    77,380,889    3.86   8.217  637  228,938  83.76  43.79   58.12   0.00
5/25 LIBOR Loans           69    16,061,316    0.80   7.353  688  232,773  79.77  42.77   82.06  63.68
5/25 LIBOR Loans                                                                                      
   (40 due in 30)          12     2,353,963    0.12   7.852  663  196,164  78.37  47.28   56.25   0.00
Six Month LIBOR Loans      11     3,109,912    0.16   7.541  669  282,719  81.67  47.22   46.04  46.81
                       ------ -------------  ------  ------  ---  -------  -----  -----  ------  -----
TOTAL:                 10,096 2,002,132,044  100.00   8.288  644  198,309  83.44  43.53   67.38  15.12
                       ====== =============  ======  ======  ===  =======  =====  =====  ======  =====

AMORTIZATION TYPE                                                               

                                                        [Enlarge/Download Table]

                                    AGGREGATE                                    AVERAGE                                        
                          NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                         MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
AMORTIZATION TYPE          LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-----------------        -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                
Fully Amortizing            4,653   679,808,002      33.95      8.581      634     146,101     84.09      41.27    71.20    0.00
Balloon                     4,409 1,019,971,737      50.94      8.254      640     231,339     83.39      44.76    65.16    0.04
60 Month Interest-Only        998   292,125,155      14.59      7.770      676     292,711     82.19      44.50    65.74  100.00
120 Month Interest-Only        36    10,227,150       0.51      7.011      705     284,087     80.03      43.78    82.16  100.00
                           ------ -------------     ------      -----      ---     -------     -----      -----    -----  ------
TOTAL:                     10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                           ====== =============     ======      =====      ===     =======     =====      =====    =====  ======

ADJUSTMENT TYPE                                                                 

                                                        [Enlarge/Download Table]

                            AGGREGATE                                    AVERAGE                                        
                  NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                    OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                 MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
ADJUSTMENT TYPE    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                        
ARM                 7,377 1,633,513,077      81.59      8.125      646     221,433     82.98      43.99    64.49   16.29
Fixed Rate          2,719   368,618,966      18.41      9.010      635     135,572     85.48      41.51    80.19    9.93
                   ------ -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:             10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                   ====== =============     ======      =====      ===     =======     =====      =====    =====   =====

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STATE DISTRIBUTIONS OF MORTGAGED PROPERTIES                                     

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                                    AGGREGATE                                    AVERAGE                                        
                          NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
GEOGRAPHIC DISTRIBUTION  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
OF MORTGAGED PROPERTIES   LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-----------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                
Alabama                       150    18,820,095       0.94      9.433      615     125,467     88.91      43.25    86.09   15.03
Arizona                       184    39,149,010       1.96      8.026      642     212,766     80.21      45.12    75.35   20.06
Arkansas                       43     5,149,773       0.26      9.226      627     119,762     89.31      41.80    90.15    3.96
California                    846   328,062,768      16.39      7.544      664     387,781     80.33      44.28    62.92   34.44
Colorado                      203    42,396,478       2.12      8.284      636     208,850     83.81      43.40    77.33    6.97
Connecticut                    74    16,614,996       0.83      8.181      643     224,527     83.45      40.66    82.73   18.23
Delaware                        6     1,338,832       0.07      9.024      616     223,139     90.83      48.68    83.26   12.40
District of Columbia            7     2,349,700       0.12      7.998      676     335,671     80.07      45.53    75.24   32.38
Florida                       959   204,154,817      10.20      8.209      648     212,883     81.88      43.72    57.81    7.70
Georgia                       413    69,945,253       3.49      8.843      634     169,359     85.99      43.53    77.79   14.13
Idaho                          58     9,376,238       0.47      8.285      639     161,659     83.51      40.77    83.00   14.43
Illinois                      699   142,669,010       7.13      8.656      635     204,104     85.08      43.49    52.96    5.72
Indiana                       382    39,286,730       1.96      8.996      622     102,845     89.53      40.32    85.38    3.57
Iowa                           39     3,564,705       0.18      9.157      614      91,403     87.76      42.41    86.62    7.54
Kansas                         41     4,619,939       0.23      9.229      619     112,681     87.41      41.52    92.92    0.00
Kentucky                      102    11,815,541       0.59      8.900      624     115,839     88.67      41.99    84.58    5.43
Louisiana                      35     4,932,830       0.25      8.669      634     140,938     86.12      43.15    85.19   14.00
Maine                          37     5,146,013       0.26      8.889      625     139,081     89.09      43.72    99.01   12.44
Maryland                      189    53,698,645       2.68      8.033      648     284,120     80.90      44.64    71.19   18.13
Massachusetts                 180    46,682,409       2.33      8.421      643     259,347     82.67      44.56    60.86   13.30
Michigan                      424    54,026,193       2.70      9.018      623     127,420     87.70      42.15    74.05    8.65
Minnesota                     179    34,413,703       1.72      8.413      634     192,255     85.15      43.82    67.82   22.46
Mississippi                    33     4,154,190       0.21      8.434      641     125,885     83.85      45.89    78.30    8.74
Missouri                      203    24,437,788       1.22      8.952      620     120,383     87.84      42.09    74.42    3.45
Montana                        10     1,502,712       0.08      7.131      686     150,271     80.45      38.78    56.79    5.59
Nebraska                       27     3,951,072       0.20      8.924      647     146,336     91.50      44.91    90.68    3.52
Nevada                        134    35,449,347       1.77      7.879      650     264,547     82.24      44.37    70.27    7.94
New Hampshire                  20     3,595,145       0.18      8.705      642     179,757     85.01      43.22    87.77    5.62
New Jersey                    220    64,962,904       3.24      8.508      642     295,286     84.82      44.89    43.21   13.08
New Mexico                     40     6,882,475       0.34      8.083      642     172,062     77.22      39.53    77.07   14.40
New York                      584   165,091,410       8.25      8.019      657     282,691     82.63      45.06    43.93   15.91
North Carolina                330    49,561,608       2.48      8.831      631     150,187     86.07      41.39    85.82   11.47
North Dakota                    5       591,639       0.03      7.451      671     118,328     81.34      39.49   100.00   18.39
Ohio                          471    57,494,534       2.87      8.950      628     122,069     87.68      42.49    80.95    8.36
Oklahoma                       54     5,411,206       0.27      9.142      622     100,208     87.48      40.34    85.85    2.28
Oregon                        193    40,328,730       2.01      7.791      653     208,957     80.61      42.28    74.64   20.65
Pennsylvania                  242    29,034,029       1.45      8.579      628     119,975     85.23      41.74    76.49   10.67
Rhode Island                   53    11,752,166       0.59      8.319      635     221,739     82.89      44.31    71.25   14.81
South Carolina                106    14,644,962       0.73      8.848      629     138,160     86.17      41.75    86.43   19.06
South Dakota                    6       721,086       0.04      7.773      679     120,181     84.82      42.56    87.71   32.16
Tennessee                     373    43,167,061       2.16      8.744      628     115,729     84.92      43.16    81.54    7.93
Texas                         709    91,326,264       4.56      8.714      632     128,810     84.23      42.40    78.55    6.41
Utah                          326    62,180,902       3.11      8.059      640     190,739     82.42      42.83    79.72   11.22
Vermont                         6       978,966       0.05      8.447      610     163,161     76.67      44.01    49.65    0.00
Virginia                      110    28,569,828       1.43      8.170      647     259,726     82.98      43.62    68.08   13.80
Washington                    355    86,441,108       4.32      7.932      649     243,496     81.70      44.03    77.52   18.25
West Virginia                  14     2,080,378       0.10      8.949      617     148,598     87.39      45.35    92.04   12.02
Wisconsin                     209    27,801,688       1.39      8.991      628     133,022     87.22      42.66    79.42    4.55
Wyoming                        13     1,805,166       0.09      9.065      637     138,859     88.24      36.22    73.04   12.19
                           ------ -------------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                     10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                           ====== =============     ======      =====      ===     =======     =====      =====   ======   =====

No more than approximately 0.26% 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                                                   

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                                 AGGREGATE                                    AVERAGE                                       
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
RANGE OF ORIGINAL     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN-TO-VALUE RATIOS   LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
--------------------  -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                            
50.00% or less             152    20,936,432       1.05      7.449      635     137,740    40.45      36.79    64.44   11.86
50.01% to 55.00%            50     8,723,731       0.44      7.550      634     174,475    52.59      41.31    78.55    2.52
55.01% to 60.00%            98    17,147,192       0.86      7.627      628     174,971    57.85      36.58    62.96   13.57
60.01% to 65.00%           139    23,091,903       1.15      7.753      618     166,129    63.26      42.09    65.36    5.80
65.01% to 70.00%           170    34,579,256       1.73      7.674      628     203,407    68.41      40.14    57.89    7.91
70.01% to 75.00%           304    61,967,319       3.10      7.832      620     203,840    73.82      40.30    64.33    9.58
75.01% to 80.00%         4,946 1,072,718,131      53.58      7.827      657     216,886    79.87      44.23    68.47   20.54
80.01% to 85.00%           667   126,318,717       6.31      8.452      607     189,383    84.48      43.03    69.14    5.93
85.01% to 90.00%         1,283   250,743,893      12.52      8.570      625     195,436    89.62      42.83    61.30    9.64
90.01% to 95.00%         1,040   202,254,959      10.10      8.807      639     194,476    94.79      43.57    68.34    7.13
95.01% to 100.00%        1,247   183,650,511       9.17     10.446      639     147,274    99.97      44.16    70.37   11.57
                        ------ -------------     ------     ------      ---     -------    -----      -----    -----   -----
TOTAL:                  10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
                        ====== =============     ======     ======      ===     =======    =====      =====    =====   =====

As of the Cut-off Date, the Original Loan-to-Value Ratios of the Mortgage Loans 
ranged from 12.84% to 100.00%.                                                  

COMBINED LOAN-TO-VALUE RATIOS                                                   

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                                 AGGREGATE                                    AVERAGE                                       
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
RANGE OF COMBINED     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN-TO-VALUE RATIOS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
--------------------  -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                            
50.00% or less             152    20,936,432       1.05      7.449      635     137,740    40.45      36.79    64.44   11.86
50.01% to 55.00%            48     7,963,806       0.40      7.439      634     165,913    52.61      40.48    80.27    2.76
55.01% to 60.00%            96    17,037,465       0.85      7.615      627     177,474    57.84      36.48    62.72   13.66
60.01% to 65.00%           133    21,600,358       1.08      7.781      618     162,409    63.17      41.49    63.16    6.20
65.01% to 70.00%           167    32,998,418       1.65      7.677      624     197,595    68.42      40.00    60.47    7.17
70.01% to 75.00%           294    58,905,599       2.94      7.869      618     200,359    73.78      40.53    63.31    7.40
75.01% to 80.00%           994   204,041,381      10.19      7.768      632     205,273    79.26      40.90    61.60   11.14
80.01% to 85.00%           672   129,869,876       6.49      8.395      609     193,259    84.15      43.08    69.22    6.85
85.01% to 90.00%         1,356   274,353,536      13.70      8.467      628     202,326    88.76      42.93    62.76   11.62
90.01% to 95.00%         1,149   232,330,371      11.60      8.677      640     202,202    92.89      43.84    69.76    9.62
95.01% to 100.00%        5,035 1,002,094,802      50.05      8.333      659     199,026    83.63      44.84    69.63   20.33
                        ------ -------------     ------      -----      ---     -------    -----      -----    -----   -----
TOTAL:                  10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
                        ====== =============     ======      =====      ===     =======    =====      =====    =====   =====

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As of the Cut-off Date, the Combined Loan-to-Value Ratios of the Mortgage Loans 
ranged from 12.84% to 100.00% and the weighted average Combined Loan-to-Value   
Ratio for Mortgage Loans was approximately 91.98%. . 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 43.92% 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 99.35%.           

DEBT-TO-INCOME RATIOS                                                           

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                              AGGREGATE                                    AVERAGE                                       
                    NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                      OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
RANGE OF DEBT-TO-  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
INCOME RATIOS        LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
-----------------  -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                         
20.00% or less          294    50,434,448       2.52      8.048      642     171,546    79.64      14.78    92.40   19.22
20.01% to 25.00%        319    49,207,798       2.46      8.282      637     154,256    81.12      23.30    82.68   11.11
25.01% to 30.00%        538    88,082,508       4.40      8.343      640     163,722    82.04      28.30    75.26   11.46
30.01% to 35.00%        908   158,668,267       7.92      8.443      636     174,745    83.45      33.23    71.91   12.07
35.01% to 40.00%      1,389   251,369,862      12.56      8.265      643     180,972    83.39      38.23    63.71   13.20
40.01% to 45.00%      1,929   394,384,510      19.70      8.298      647     204,450    83.46      43.09    57.50   13.41
45.01% to 50.00%      2,652   592,587,940      29.60      8.386      646     223,449    83.91      48.24    55.83   17.51
50.01% to 55.00%      2,064   416,673,011      20.81      8.114      641     201,876    83.80      53.43    87.10   16.30
55.01% to 60.00%          2       510,900       0.03      8.687      623     255,450    80.00      58.15   100.00   71.74
60.01% or greater         1       212,800       0.01      7.000      665     212,800    80.00      61.00   100.00  100.00
                     ------ -------------     ------      -----      ---     -------    -----      -----   ------  ------
TOTAL:               10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
                     ====== =============     ======      =====      ===     =======    =====      =====   ======  ======

As of the Cut-off Date, the Debt-to-Income Ratios of the Mortgage Loans ranged  
from 2.00% to 61.00% and the weighted average Debt-to-Income Ratio for Mortgage 
Loans with Debt-to-Income Ratios was approximately 43.53%.                      

LOAN PURPOSE                                                                    

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                                  AGGREGATE                                    AVERAGE                                       
                        NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                          OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
                       MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN PURPOSE             LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
------------           -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                             
Purchase                  6,385 1,228,978,479      61.38      8.351      653     192,479    84.32      44.27    71.77   18.60
Refinance - Cashout       3,146   659,822,641      32.96      8.224      627     209,734    82.22      42.55    57.75    9.39
Refinance - Rate Term       565   113,330,923       5.66      7.981      640     200,586    80.97      41.22    75.85   10.75
                         ------ -------------     ------      -----      ---     -------    -----      -----    -----   -----
TOTAL:                   10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
                         ====== =============     ======      =====      ===     =======    =====      =====    =====   =====

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PROPERTY TYPE                                                                   

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                                     AGGREGATE                                    AVERAGE                                       
                           NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                             OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
                          MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
PROPERTY TYPE               LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
-------------             -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                                
Single Family                7,382 1,361,972,389      68.03      8.341      641     184,499    83.62      43.06    67.42   13.86
Planned Unit Development     1,538   362,652,681      18.11      8.215      647     235,795    83.39      44.24    74.46   17.41
Two- to Four-Family            589   160,281,685       8.01      7.994      655     272,125    81.90      45.26    53.72   17.85
Condominium                    587   117,225,288       5.86      8.303      655     199,702    83.55      44.49    63.72   18.88
                            ------ -------------     ------      -----      ---     -------    -----      -----    -----   -----
TOTAL:                      10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
                            ====== =============     ======      =====      ===     =======    =====      =====    =====   =====

DOCUMENTATION                                                                   

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                               AGGREGATE                                    AVERAGE                                       
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
                    MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
DOCUMENTATION         LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
-------------       -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                          
Full Documentation     7,510 1,349,062,958      67.38      8.278      636     179,636    83.51      43.43   100.00   14.88
Stated Income          1,426   358,253,498      17.89      8.284      677     251,230    81.29      43.85     0.00   22.67
Rapid                  1,010   258,443,136      12.91      8.251      636     255,884    85.02      43.51     0.00    5.78
Stated Plus               69    19,777,031       0.99      9.398      652     286,624    94.56      43.41     0.00   15.19
Limited Income                                                                                                            
   Verifictation          66    13,227,558       0.66      8.259      639     200,418    83.29      45.45     0.00   13.16
Blended                   15     3,367,862       0.17      9.439      668     224,524    97.92      45.14     0.00   29.69
                      ------ -------------     ------      -----      ---     -------    -----      -----   ------   -----
TOTAL:                10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
                      ====== =============     ======      =====      ===     =======    =====      =====   ======   =====

OCCUPANCY                                                                       

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                        AGGREGATE                                    AVERAGE                                       
              NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED  WEIGHTED                  
                OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE   AVERAGE   PERCENT        
             MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL  DEBT-TO-    FULL   PERCENT
OCCUPANCY      LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%) INCOME (%)  DOC (%)  IO (%)
---------    -------- ------------- ---------- ---------- -------- ----------- -------- ---------- -------- -------
                                                                                                                   
Primary         9,605 1,929,798,148      96.39      8.299      642     200,916    83.49      43.68    66.84   14.87
Investment        454    65,274,426       3.26      7.985      684     143,776    82.03      39.50    82.37   22.52
Second Home        37     7,059,470       0.35      8.231      667     190,796    83.26      41.03    77.89   14.35
               ------ -------------     ------      -----      ---     -------    -----      -----    -----   -----
TOTAL:         10,096 2,002,132,044     100.00      8.288      644     198,309    83.44      43.53    67.38   15.12
               ====== =============     ======      =====      ===     =======    =====      =====    =====   =====

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 LOANS AGE SUMMARY                                                      

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                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
MORTGAGE LOANS AGE  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
(MONTHS)              LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
0                      4,986   982,929,269      49.09      8.306      647     197,138     83.59      43.70    67.85   11.47
1                      4,529   883,693,172      44.14      8.260      645     195,119     83.41      43.40    66.35   18.63
2                        392    87,435,170       4.37      8.577      596     223,049     82.72      43.38    73.38   13.57
3                        125    31,719,590       1.58      7.887      647     253,757     82.31      41.63    68.94   27.53
4                         27     6,222,996       0.31      7.658      651     230,481     78.57      43.64    68.75   26.65
5                         31     8,809,816       0.44      8.169      654     284,188     83.94      44.59    55.24   34.37
6                          5     1,232,799       0.06      8.335      637     246,560     78.77      47.20    49.01    0.00
7                          1        89,231       0.00      8.750      603      89,231     80.00      51.00   100.00    0.00
                      ------ -------------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                      ====== =============     ======      =====      ===     =======     =====      =====   ======   =====

As of the Cut-off Date, the weighted average age of the Mortgage Loans was      
approximately 1 months.                                                         

ORIGINAL PREPAYMENT PENALTY TERM                                                

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                                AGGREGATE                                    AVERAGE                                        
                      NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                        OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
ORIGINAL PREPAYMENT  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
PENALTY TERM           LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                            
None                    3,273   704,401,053      35.18      8.441      646     215,216     83.80      42.98    62.52   16.17
12 Months                 528   126,172,809       6.30      8.412      654     238,964     83.26      43.78    56.94   15.44
24 Months               3,648   757,665,183      37.84      8.080      642     207,693     82.85      44.10    68.22   14.83
36 Months               2,647   413,892,999      20.67      8.373      640     156,363     83.95      43.34    77.30   13.76
                       ------ -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                 10,096 2,002,132,044     100.00      8.288      644     198,309     83.44      43.53    67.38   15.12
                       ====== =============     ======      =====      ===     =======     =====      =====    =====   =====

The weighted average prepayment penalty term at origination with respect to the 
Mortgage Loans having prepayment penalties is approximately 27 months.          

CREDIT SCORES                                                                   

                                                        [Enlarge/Download Table]

                                   AGGREGATE                                    AVERAGE                                        
                         NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                           OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                        MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
RANGE OF CREDIT SCORES    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
----------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                               
526 to 550                   304    45,952,311       2.30      9.083      545     151,159     77.05      41.48    87.63    4.40
551 to 575                   674   109,036,311       5.45      8.943      565     161,775     79.97      41.66    79.10    5.66
576 to 600                 1,396   229,595,141      11.47      9.469      589     164,466     87.49      42.73    81.17    7.89
601 to 625                 2,242   384,672,461      19.21      8.642      613     171,576     84.24      44.28    79.33    5.38
626 to 650                 1,999   401,900,288      20.07      8.388      638     201,051     84.15      44.06    68.25    7.56
651 to 675                 1,626   357,580,825      17.86      7.875      663     219,914     82.81      43.84    56.40   19.10
676 to 700                   860   215,276,621      10.75      7.534      687     250,322     82.33      43.30    54.53   32.21
701 to 725                   471   122,516,775       6.12      7.364      712     260,121     82.27      43.39    51.60   33.22
726 to 750                   255    67,463,216       3.37      7.403      737     264,562     82.75      43.51    46.85   33.80

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                                                        [Enlarge/Download Table]
                                                                                         
751 to 775     177    45,701,111    2.28  7.279  762  258,198  81.88  43.06  63.10  36.14
776 to 800      69    17,679,143    0.88  7.134  785  256,219  77.88  42.23  59.51  31.22
801 to 809      15     3,565,178    0.18  7.230  805  237,679  78.03  41.27  73.56  60.23
810 to 820       8     1,192,663    0.06  6.893  815  149,083  73.72  36.83  70.82   0.00
            ------ -------------  ------  -----  ---  -------  -----  -----  -----  -----
TOTAL:      10,096 2,002,132,044  100.00  8.288  644  198,309  83.44  43.53  67.38  15.12
            ====== =============  ======  =====  ===  =======  =====  =====  =====  =====

The Credit Scores of the Mortgage Loans that were scored as of the Cut-off Date 
ranged from 537 to 820 and the weighted average Credit Score of the Mortgage    
Loans that were scored as of the Cut-off Date was approximately 644.            

GROSS MARGINS                                                                   
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

                                   AGGREGATE                                      AVERAGE                                        
                         NUMBER    PRINCIPAL                         WEIGHTED    PRINCIPAL  WEIGHTED   WEIGHTED                  
RANGE OF GROSS MARGINS     OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE     BALANCE    AVERAGE    AVERAGE   PERCENT        
 OF THE ADJUSTABLE      MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT    OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
 RATE MORTGAGE LOANS      LOANS       ($)       POOL (%)  COUPON (%)   SCORE        ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
----------------------  -------- ------------- ---------- ---------- ---------- ----------- --------- ---------- -------- -------
                                                                                                                                 
2.501% to 3.000%             139    60,539,598       3.71      7.036 694.079652     435,537     79.86      40.59    69.98   54.88
4.001% to 4.500%               3       745,160       0.05      8.784        627     248,387     80.00      42.43   100.00    0.00
4.501% to 5.000%              33     7,702,843       0.47      8.800        619     233,419     84.92      44.57    43.79   15.62
5.001% to 5.500%           4,696 1,043,572,972      63.89      7.874        650     222,226     78.61      44.35    65.86   18.43
5.501% to 6.000%           1,279   279,035,666      17.08      8.461        618     218,167     88.11      43.36    61.57    7.85
6.001% to 6.500%           1,223   241,301,277      14.77      9.072        648     197,303     96.60      43.99    61.10    7.26
6.501% to 7.000%               4       615,561       0.04      9.074        632     153,890     98.47      43.90    69.37    0.00
                           ----- -------------     ------      ----- ----------     -------     -----      -----   ------   -----
TOTAL:                     7,377 1,633,513,077     100.00      8.125        646     221,433     82.98      43.99    64.49   16.29
                           ===== =============     ======      ===== ==========     =======     =====      =====   ======   =====

As of the Cut-off Date, the Gross Margin for the Adjustable Rate Mortgage Loans 
ranged from 2.750% per annum to 6.750% per annum and the weighted average Gross 
Margin of the Adjustable Rate Mortgage Loans was approximately 5.531% per annum.

MAXIMUM MORTGAGE RATES                                                          
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

RANGE OF MAXIMUN               AGGREGATE                                    AVERAGE                                        
 MORTGAGE RATES      NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
    OF THE             OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
ADJUSTABLE RATE     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
 MORTGAGE LOANS       LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
----------------    -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
11.500% or less            2       988,314       0.06      5.358      712     494,157     55.18      49.11   100.00    0.00
11.501% to 12.000%        44    14,080,956       0.86      5.908      724     320,022     75.48      43.79    94.88   49.31
12.001% to 12.500%       200    66,237,532       4.05      6.313      703     331,188     78.38      44.13    92.40   48.35
12.501% to 13.000%       566   158,634,102       9.71      6.826      677     280,272     78.90      44.50    74.85   34.86
13.001% to 13.500%       882   224,767,893      13.76      7.305      665     254,839     79.70      44.07    62.51   22.76
13.501% to 14.000%     1,403   328,404,465      20.10      7.793      652     234,073     81.19      44.20    61.00   16.28
14.001% to 14.500%     1,296   277,037,182      16.96      8.284      639     213,763     83.03      44.12    62.13   11.78
14.501% to 15.000%     1,360   275,781,109      16.88      8.768      623     202,780     85.01      43.88    63.17    7.36

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                                                        [Enlarge/Download Table]
                                                                                                   
15.001% to 15.500%    823   150,728,048    9.23   9.269  614  183,145   87.04  43.02   65.97   5.47
15.501% to 16.000%    505    90,185,104    5.52   9.754  615  178,584   90.21  43.57   56.25   4.90
16.001% to 16.500%    186    27,269,970    1.67  10.267  618  146,613   93.86  43.67   55.28   5.13
16.501% to 17.000%     77    13,465,636    0.82  10.746  630  174,878   96.43  44.41   36.24   1.63
17.001% to 17.500%     23     3,471,917    0.21  11.197  626  150,953   97.44  43.65   46.23   0.00
17.501% to 18.000%      9     1,986,848    0.12  11.656  630  220,761   99.44  41.59   14.59   0.00
18.501% to 19.000%      1       474,000    0.03  12.750  658  474,000  100.00  50.00    0.00   0.00
                    ----- -------------  ------  ------  ---  -------  ------  -----  ------  -----
TOTAL:              7,377 1,633,513,077  100.00   8.125  646  221,433   82.98  43.99   64.49  16.29
                    ===== =============  ======  ======  ===  =======  ======  =====  ======  =====

As of the Cut-off Date, the Maximum Mortgage Rates for the Adjustable Rate      
Mortgage Loans ranged from 11.350% per annum to 18.750% per annum and the       
weighted average Maximum Mortgage Rate of the Adjustable Rate Mortgage Loans was
approximately 14.125% per annum.                                                

NEXT RATE ADJUSTMENT DATE                                                       
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

                                      AGGREGATE                                    AVERAGE                                        
                            NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
NEXT ADJUSTMENT DATE          OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
OF THE ADJUSTABLE          MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
RATE MORTGAGE LOANS          LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                  
September 2007                    4       927,012       0.06      8.160      622     231,753     82.40      50.45    64.38   42.82
October 2007                      7     2,182,900       0.13      7.278      689     311,843     81.36      45.85    38.26   48.51
January 2008                      1       278,529       0.02      9.100      587     278,529     90.00      51.00   100.00    0.00
February 2008                     1       214,789       0.01      8.500      540     214,789     85.00      38.00     0.00    0.00
March 2008                        3     1,234,398       0.08      8.202      610     411,466     84.06      43.22    56.28    0.00
April 2008                        5     1,314,300       0.08      8.340      682     262,860     82.00      33.27    40.35    0.00
September 2008                    1        89,231       0.01      8.750      603      89,231     80.00      51.00   100.00    0.00
October 2008                      3       637,202       0.04      8.574      639     212,401     73.91      48.33    38.38    0.00
November 2008                    14     3,454,390       0.21      8.192      656     246,742     87.58      44.98    50.40   28.18
December 2008                    14     3,555,906       0.22      7.753      651     253,993     77.33      47.84    52.45   46.64
January 2009                     57    14,454,439       0.88      7.831      646     253,587     82.21      42.94    67.61   29.74
February 2009                   208    50,269,027       3.08      8.434      595     241,678     82.50      43.64    76.54   12.93
March 2009                    2,316   499,187,063      30.56      8.146      645     215,538     83.00      43.68    62.33   19.10
April 2009                    2,463   530,548,737      32.48      8.208      646     215,408     83.64      44.44    66.88   10.80
May 2009                          1       331,934       0.02      6.800      749     331,934     80.00      51.00   100.00    0.00
October 2009                      2       595,597       0.04      8.079      635     297,799     83.96      45.98    60.37    0.00
November 2009                     9     4,262,684       0.26      7.862      669     473,632     79.94      44.08    50.43   34.55
December 2009                     4     1,158,883       0.07      7.252      661     289,721     80.82      44.60   100.00    0.00
January 2010                     33     9,925,592       0.61      7.570      649     300,776     80.55      41.03    58.56   28.85
February 2010                    89    25,179,617       1.54      8.211      601     282,917     81.30      43.70    62.04    9.31
March 2010                      960   208,435,933      12.76      7.997      650     217,121     82.59      43.88    64.62   22.51
April 2010                    1,058   245,681,057      15.04      8.075      653     232,213     82.73      44.11    60.86   14.15
April 2011                        1       122,850       0.01      8.250      617     122,850     90.00      54.00   100.00    0.00
November 2011                     1       238,500       0.01      8.600      663     238,500     90.00      37.00   100.00  100.00
January 2012                      1        57,875       0.00      7.700      605      57,875     64.44      26.00   100.00    0.00
March 2012                       55    12,308,212       0.75      7.570      673     223,786     80.69      42.77    77.75   36.23
April 2012                       66    16,866,421       1.03      7.454      689     255,552     78.88      42.47    75.75   32.78
                              ----- -------------     ------      -----      ---     -------     -----      -----   ------  ------
TOTAL:                        7,377 1,633,513,077     100.00      8.125      646     221,433     82.98      43.99    64.49   16.29
                              ===== =============     ======      =====      ===     =======     =====      =====   ======  ======

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GROUP 1 MORTGAGE LOAN CHARACTERISTICS 

                                                                [Download Table]
                                                      
Aggregate Outstanding Principal Balance   $729,078,280
Aggregate Original Principal Balance      $729,263,465
Number of Mortgage Loans                         3,827

                                                                [Download Table]

                                  MINIMUM      MAXIMUM    AVERAGE (1)
                                ----------   ----------   -----------
                                                                     
Original Principal Balance         $31,600     $637,500      $190,557
Outstanding Principal Balance      $31,600     $637,500      $190,509

                                                                [Download Table]

                                                            WEIGHTED 
                                  MINIMUM      MAXIMUM    AVERAGE (2)
                                ----------   ----------   -----------
                                                                     
Original Term (mos)                   180          360           359 
Stated remaining Term (mos)           179          360           358 
Loan Age (mos)                          0            6             1 
Current Interest Rate               5.400%      12.150%        8.302%
Initial Interest Rate Cap(4)        1.000%       3.000%        2.997%
Periodic Rate Cap(4)                1.000%       1.000%        1.000%
Gross Margin(4)                     2.750%       6.750%        5.664%
Maximum Mortgage Rate(4)           11.400%      17.750%       14.254%
Minimum Mortgage Rate(4)            5.400%      11.750%        8.254%
Months to Roll(4)                       5           60            28 
Original Loan-to-Value              20.61%      100.00%        83.59%
Combined Loan-to-Value              20.61%      100.00%        87.77%
Credit Score (3)                      540          820           633 

                                                                [Download Table]

                                 EARLIEST      LATEST  
                                ----------   ----------
                                                       
Maturity Date                   03/01/2022   04/01/2037

                                                                [Download Table]

                                  PERCENT OF 
                                MORTGAGE POOL
                                -------------
                                             
LIEN POSITION                                
1st Lien                              100.00%
2nd Lien                                0.00%

OCCUPANCY                                    
Primary                                93.79%
Second Home                             0.60%
Investment                              5.61%

LOAN TYPE                                    
Fixed Rate                             19.16%
ARM                                    80.84%

AMORTIZATION TYPE                            
Fully Amortizing                       37.49%
Interest Only                          10.45%
15/30 Balloon                           0.03%
30/40 Balloon                          15.94%
30/50 Balloon                          36.09%

                                                                [Download Table]

                                  PERCENT OF 
                                MORTGAGE POOL
                                -------------
                                             
YEAR OF ORIGINATION                          
2006                                    1.50%
2007                                   98.50%

LOAN PURPOSE                                 
Purchase                               36.58%
Refinance - Rate/Term                   9.21%
Refinance - Cashout                    54.21%

PROPERTY TYPE                                
Single Family                          69.18%
Condominium                             6.41%
Planned Unit Development               15.39%
Two- to Four-Family                     9.02%

(1)  Sum of Principal Balance divided by total number of loans.                 

(2)  Weighted by Outstanding Principal Balance.                                 

(3)  Minimum and Weighting only for loans with scores.                          

(4)  ARM Loans only                                                             

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MORTGAGE RATES                                                                  

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF            MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
MORTGAGE RATES        LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------      -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
5.500% or less             1       168,000       0.02      5.400      760     168,000     20.61      35.00   100.00    0.00
5.501% to 6.000%          27     5,885,532       0.81      5.885      738     217,983     71.77      40.43    91.87   26.47
6.001% to 6.500%         125    28,326,028       3.89      6.285      715     226,608     73.62      43.88    88.89   33.33
6.501% to 7.000%         257    56,346,099       7.73      6.838      672     219,246     76.83      44.08    66.87   20.14
7.001% to 7.500%         410    87,423,259      11.99      7.310      658     213,227     78.98      44.86    68.20   13.96
7.501% to 8.000%         654   128,676,573      17.65      7.794      643     196,753     81.80      44.46    65.55   12.42
8.001% to 8.500%         628   120,551,080      16.53      8.294      628     191,960     83.68      44.50    67.87    6.50
8.501% to 9.000%         689   127,461,275      17.48      8.777      612     184,995     86.02      44.49    69.75    5.43
9.001% to 9.500%         465    84,288,963      11.56      9.265      601     181,267     87.41      43.32    74.70    5.30
9.501% to 10.000%        316    55,141,483       7.56      9.761      601     174,498     89.65      44.50    65.26    7.52
10.001% to 10.500%       109    15,436,644       2.12     10.275      607     141,621     92.03      45.32    67.85    8.51
10.501% to 11.000%        81    10,798,476       1.48     10.741      621     133,315     96.03      45.43    54.37    4.07
11.001% to 11.500%        26     3,629,018       0.50     11.331      615     139,578     99.74      48.53    64.93    9.10
11.501% to 12.000%        36     4,613,978       0.63     11.777      602     128,166     99.63      46.50    91.66    2.60
12.001% to 12.500%         3       331,869       0.05     12.098      597     110,623    100.00      49.25   100.00   37.33
                       -----   -----------     ------     ------      ---     -------    ------      -----   ------   -----
TOTAL:                 3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                       =====   ===========     ======     ======      ===     =======    ======      =====   ======   =====

As of the Cut-off Date, Mortgage Rates borne by the Mortgage Loans ranged from  
5.400% per annum to 12.150% per annum and the weighted average Mortgage Rate of 
the Mortgage Loans was approximately 8.302% per annum.                          

REMAINING MONTHS TO STATED MATURITY                                             

                                                        [Enlarge/Download Table]

                                      AGGREGATE                                    AVERAGE                                        
                            NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                              OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF REMAINING MONTHS  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
TO STATED MATURITY           LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------------------   -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                  
169 to 180                       44     6,060,910       0.83      7.946      642     137,748     77.76      39.47    75.47   23.68
349 to 360                    3,783   723,017,370      99.17      8.305      633     191,123     83.64      44.41    69.26   10.34
                              -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                        3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                              =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the remaining term to stated maturity of the Mortgage   
Loans ranged from 179 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]

                                      AGGREGATE                                    AVERAGE                                        
                            NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                              OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF ORIGINAL MORTGAGE MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
LOAN PRINCIPAL BALANCES      LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------------- -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                  
$50,000 or less                   8       361,461       0.05      9.737      603      45,183     79.17      40.16    86.17    0.00
$50,001 to $100,000             454    37,567,965       5.15      8.941      624      82,749     84.31      42.86    88.50    3.28
$100,001 to $150,000          1,086   137,671,476      18.88      8.588      633     126,769     84.07      44.19    78.90    7.28
$150,001 to $200,000            910   158,457,576      21.73      8.269      637     174,129     83.36      44.09    72.78    8.70
$200,001 to $250,000            488   108,967,074      14.95      8.179      637     223,293     82.61      44.18    69.54   13.61
$250,001 to $300,000            387   106,211,813      14.57      8.194      632     274,449     83.80      45.03    66.74    9.67
$300,001 to $350,000            222    72,078,474       9.89      8.244      628     324,678     84.65      44.22    66.99   12.82
$350,001 to $400,000            191    71,623,225       9.82      8.085      634     374,991     83.61      45.04    49.83   15.26
$400,001 to $450,000             53    22,117,817       3.03      8.044      635     417,317     82.15      44.70    43.23   17.25
$450,001 to $500,000             16     7,584,971       1.04      7.788      644     474,061     80.37      48.18    56.57   12.26
$500,001 to $550,000             10     5,171,408       0.71      7.744      641     517,141     86.80      47.10    39.90   10.38
$600,001 to $650,000              2     1,265,020       0.17      7.029      685     632,510     77.48      37.91   100.00   49.61
                              -----   -----------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                        3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                              =====   ===========     ======      =====      ===     =======     =====      =====   ======   =====

As of the Cut-off Date, the outstanding principal balances of the Mortgage Loans
ranged from approximately $31,600 to approximately $637,500 and the average     
outstanding principal balance of the Mortgage Loans was approximately $190,509. 

PRODUCT TYPES                                                                   

                                                        [Enlarge/Download Table]

                                  AGGREGATE                                    AVERAGE                                        
                        NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                          OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                       MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
PRODUCT TYPES            LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------          -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                              
Balloon - 30/50             163    29,651,511       4.07      8.881      627     181,911     85.12      45.11    74.94    0.00
ARM - 1 Year/6 Month          4       792,567       0.11      8.991      603     198,142     90.53      46.61    44.13    0.00
ARM - 2 Year/6 Month                                                                                                          
   (50 due in 30)           722   151,825,250      20.82      8.229      629     210,284     83.76      45.68    72.40    0.00
ARM - 3 Year/6 Month                                                                                                          
   (50 due in 30)           350    78,651,491      10.79      8.203      631     224,719     83.08      46.00    63.54    0.00
ARM - 5 Year/6 Month                                                                                                          
   (50 due in 30)            16     2,985,168       0.41      8.028      652     186,573     80.49      41.70    63.21    0.00
15 Year Fixed Loans          42     5,847,938       0.80      7.848      644     139,237     77.28      39.57    74.58   24.54
15/30 Balloon Loans           2       212,972       0.03     10.641      568     106,486     91.03      36.74   100.00    0.00
2/28 LIBOR Loans            846   148,206,199      20.33      8.357      630     175,185     84.36      43.80    71.94   20.34
2/28 LIBOR Loans                                                                                                              
   (40 due in 30)           302    61,918,374       8.49      8.469      615     205,028     84.67      45.78    68.44    0.00
30 Year Fixed Loans         585    89,997,792      12.34      8.387      649     153,842     82.28      42.69    77.17   13.28
30/40 Balloon Loans          80    13,968,709       1.92      8.685      637     174,609     84.86      43.98    61.00    0.00
3/27 LIBOR Loans            495    97,768,274      13.41      8.082      645     197,512     82.64      43.09    63.49   29.08
3/27 LIBOR Loans                                                                                                              
   (40 due in 30)           184    39,486,560       5.42      8.342      629     214,601     84.81      43.61    55.44    0.00
5/25 LIBOR Loans             30     6,493,757       0.89      7.351      682     216,459     80.48      43.45    70.85   61.99
5/25 LIBOR Loans                                                                                                              
   (40 due in 30)             4       842,335       0.12      6.626      697     210,584     73.32      47.00    51.80    0.00
Six Month LIBOR Loans         2       429,384       0.06      8.593      608     214,692     87.36      46.19   100.00   53.45
                          -----   -----------     ------     ------      ---     -------     -----      -----   ------   -----
TOTAL:                    3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                          =====   ===========     ======     ======      ===     =======     =====      =====   ======   =====

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AMORTIZATION TYPE                                                               

                                                        [Enlarge/Download Table]

                                    AGGREGATE                                    AVERAGE                                        
                          NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                         MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
AMORTIZATION TYPE          LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-----------------        -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                
Fully Amortizing            1,660   273,310,877      37.49      8.403      631     164,645     83.39      42.49    70.16    0.00
Balloon                     1,823   379,542,369      52.06      8.338      627     208,197     83.98      45.41    67.83    0.00
60 Month Interest-Only        329    72,199,311       9.90      7.804      669     219,451     82.48      46.00    73.68  100.00
120 Month Interest-Only        15     4,025,723       0.55      6.936      704     268,382     81.01      45.04    72.73  100.00
                            -----   -----------     ------      -----      ---     -------     -----      -----    -----  ------
TOTAL:                      3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                            =====   ===========     ======      =====      ===     =======     =====      =====    =====  ======

ADJUSTMENT TYPE                                                                 

                                                        [Enlarge/Download Table]

                            AGGREGATE                                    AVERAGE                                        
                  NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                    OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                 MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
ADJUSTMENT TYPE    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                        
ARM                 2,955   589,399,358      80.84      8.254      631     199,458     83.75      44.65    67.96   10.66
Fixed Rate            872   139,678,922      19.16      8.503      643     160,182     82.95      43.19    75.01    9.59
                    -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:              3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                    =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

STATE DISTRIBUTIONS OF MORTGAGED PROPERTIES                                     

                                                        [Enlarge/Download Table]

                                 AGGREGATE                                    AVERAGE                                        
GEOGRAPHIC             NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
DISTRIBUTIONS            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
OF MORTGAGED          MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
PROPERTIES              LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------          -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
Alabama                     34     4,840,119       0.66      8.734      622     142,356     89.03      45.84    97.24   19.03
Arizona                     76    15,805,976       2.17      8.069      631     207,973     79.08      44.54    74.73   15.02
Arkansas                    18     2,020,351       0.28      9.140      616     112,242     86.46      45.31    77.28    0.00
California                 243    70,883,685       9.72      7.558      652     291,702     78.38      45.18    67.02   24.17
Colorado                   116    22,906,376       3.14      8.253      632     197,469     85.18      44.07    84.38    7.30
Connecticut                 32     6,575,405       0.90      8.222      630     205,481     84.24      43.96    84.24    9.48
Delaware                     1       216,750       0.03      8.700      547     216,750     85.00      50.00   100.00    0.00
District of Columbia         2       690,750       0.09      7.772      646     345,375     77.12      48.79   100.00    0.00
Florida                    303    60,944,501       8.36      8.149      638     201,137     81.86      43.80    59.53    5.55
Georgia                    197    32,141,084       4.41      8.871      630     163,153     87.51      44.43    77.66   11.25
Idaho                       22     3,500,405       0.48      8.207      634     159,109     82.17      40.03    80.78    3.52

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                                                        [Enlarge/Download Table]
                                                                                             
Illinois          393   79,708,621   10.93  8.607  628  202,821  85.03  43.97   49.31    6.40
Indiana           121   14,005,102    1.92  8.977  627  115,745  90.30  41.75   76.47    1.22
Iowa               18    2,086,683    0.29  8.944  621  115,927  88.22  42.62   81.88    9.88
Kansas             17    2,253,323    0.31  8.939  610  132,548  84.22  45.74   89.54    0.00
Kentucky           30    4,004,049    0.55  8.862  616  133,468  87.89  42.21   83.90    7.97
Louisiana          10    1,273,073    0.17  8.662  623  127,307  88.51  49.74   89.33   13.20
Maine              14    1,851,373    0.25  9.073  605  132,241  87.34  47.04  100.00    7.82
Maryland           84   19,918,375    2.73  8.102  642  237,124  80.90  45.58   79.65   11.96
Massachusetts     101   22,517,368    3.09  8.484  630  222,944  81.98  45.89   66.15    7.74
Michigan          154   22,698,232    3.11  8.799  619  147,391  88.26  44.37   70.79    5.78
Minnesota         108   19,696,714    2.70  8.220  630  182,377  84.21  44.19   79.06   22.84
Mississippi         4      602,453    0.08  8.243  625  150,613  83.90  53.37  100.00    0.00
Missouri           79   11,457,947    1.57  8.840  621  145,037  87.66  42.61   64.43    5.38
Montana             4      876,566    0.12  6.897  698  219,141  82.58  41.16   25.92    0.00
Nebraska           10    1,489,739    0.20  8.361  647  148,974  89.42  46.58  100.00    0.00
Nevada             61   14,232,225    1.95  7.976  640  233,315  83.50  45.68   72.40   13.79
New Hampshire       4      541,892    0.07  7.902  654  135,473  75.65  43.39  100.00    0.00
New Jersey        106   30,204,033    4.14  8.323  631  284,944  84.37  45.26   46.14   10.26
New Mexico         15    2,855,006    0.39  8.334  634  190,334  86.80  48.66   61.08    0.00
New York          182   46,587,573    6.39  7.904  633  255,976  79.85  44.43   50.54   11.17
North Carolina    203   28,144,153    3.86  8.768  622  138,641  85.81  42.55   86.51    5.65
North Dakota        1      108,800    0.01  6.250  660  108,800  80.00  48.00  100.00  100.00
Ohio              135   19,114,025    2.62  8.776  630  141,585  87.24  45.53   78.20   10.27
Oklahoma           11    1,377,693    0.19  8.997  621  125,245  87.83  44.19   91.49    0.00
Oregon             91   16,985,935    2.33  7.869  641  186,659  81.25  42.98   77.18    9.94
Pennsylvania       61   10,244,006    1.41  8.353  626  167,935  84.81  44.51   74.02   13.62
Rhode Island       26    5,728,399    0.79  8.526  628  220,323  83.59  46.30   69.42   10.35
South Carolina     33    5,106,536    0.70  8.767  627  154,744  87.27  43.57   89.43   38.30
South Dakota        1      127,920    0.02  8.000  660  127,920  80.00  50.00  100.00  100.00
Tennessee          79   11,361,349    1.56  8.526  624  143,815  85.45  43.34   80.04   10.99
Texas             121   16,595,931    2.28  8.521  628  137,156  84.35  45.96   74.61    5.20
Utah              193   34,867,462    4.78  8.086  632  180,660  82.89  43.77   82.49    6.69
Vermont             3      656,951    0.09  8.259  596  218,984  80.89  49.38   24.96    0.00
Virginia           40    9,372,222    1.29  8.422  641  234,306  85.02  44.28   79.86   13.16
Washington        150   31,631,076    4.34  7.831  644  210,874  82.25  44.81   81.31   10.35
West Virginia       6    1,042,246    0.14  8.001  632  173,708  82.54  48.99  100.00   16.31
Wisconsin         111   16,825,052    2.31  8.822  634  151,577  87.49  43.27   74.68    5.38
Wyoming             3      402,775    0.06  8.589  602  134,258  84.69  39.31  100.00    0.00
                -----  -----------  ------  -----  ---  -------  -----  -----  ------  ------
TOTAL:          3,827  729,078,280  100.00  8.302  633  190,509  83.59  44.37   69.31   10.45
                =====  ===========  ======  =====  ===  =======  =====  =====  ======  ======

No more than approximately 0.34% 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]

                                 AGGREGATE                                    AVERAGE                                        
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF ORIGINAL     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN-TO-VALUE RATIOS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
50.00% or less              56    10,796,037       1.48      7.243      648     192,786     41.46      41.24    69.14   12.66
50.01% to 55.00%            23     4,998,453       0.69      7.411      646     217,324     52.55      42.37    78.65    2.70
55.01% to 60.00%            44     9,289,408       1.27      7.719      627     211,123     57.88      40.33    59.49    8.55
60.01% to 65.00%            65    12,133,742       1.66      7.758      619     186,673     63.06      41.62    59.85   11.03
65.01% to 70.00%            89    19,065,023       2.61      7.666      623     214,214     68.43      41.76    61.29    6.39
70.01% to 75.00%           157    32,764,454       4.49      7.896      621     208,691     73.78      41.53    58.69   10.63
75.01% to 80.00%         1,527   272,348,590      37.36      7.828      645     178,355     79.70      45.52    74.85   14.36
80.01% to 85.00%           373    77,418,169      10.62      8.448      607     207,555     84.46      43.68    66.26    5.64
85.01% to 90.00%           716   148,227,494      20.33      8.569      624     207,022     89.63      43.67    63.62    9.54
90.01% to 95.00%           491    99,496,348      13.65      8.837      635     202,640     94.75      44.53    73.49    6.66
95.01% to 100.00%          286    42,540,562       5.83     10.139      651     148,743     99.94      46.36    65.00    8.59
                         -----   -----------     ------     ------      ---     -------     -----      -----    -----   -----
TOTAL:                   3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                         =====   ===========     ======     ======      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the Original Loan-to-Value Ratios of the Mortgage Loans 
ranged from 20.61% to 100.00%.                                                  

COMBINED LOAN-TO-VALUE RATIOS                                                   

                                                        [Enlarge/Download Table]

                                 AGGREGATE                                    AVERAGE                                        
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF COMBINED     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN-TO-VALUE RATIOS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
50.00% or less              56    10,796,037       1.48      7.243      648     192,786     41.46      41.24    69.14   12.66
50.01% to 55.00%            23     4,998,453       0.69      7.411      646     217,324     52.55      42.37    78.65    2.70
55.01% to 60.00%            44     9,289,408       1.27      7.719      627     211,123     57.88      40.33    59.49    8.55
60.01% to 65.00%            64    12,054,059       1.65      7.759      619     188,345     63.07      41.64    59.58   11.11
65.01% to 70.00%            88    18,697,523       2.56      7.676      622     212,472     68.40      41.60    62.50    4.55
70.01% to 75.00%           153    31,549,504       4.33      7.915      620     206,206     73.78      41.82    57.10   11.04
75.01% to 80.00%           535   113,431,660      15.56      7.726      633     212,022     79.28      42.58    59.15   11.00
80.01% to 85.00%           376    78,209,869      10.73      8.420      608     208,005     84.39      43.75    66.60    6.28
85.01% to 90.00%           756   158,876,142      21.79      8.477      626     210,154     88.94      43.68    65.40   11.27
90.01% to 95.00%           531   109,192,585      14.98      8.741      636     205,636     93.47      44.65    74.93    7.19
95.01% to 100.00%        1,201   181,983,040      24.96      8.478      653     151,526     84.64      47.54    80.57   13.80
                         -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                   3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                         =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the Combined Loan-to-Value Ratios of the Mortgage Loans 
ranged from 20.61% to 100.00% and the weighted average Combined Loan-to-Value   
Ratio for Mortgage Loans was approximately 87.77%. . 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 22.15% 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 98.79%.           

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DEBT-TO-INCOME RATIOS                                                           

                                                        [Enlarge/Download Table]

                              AGGREGATE                                    AVERAGE                                        
                    NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                      OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF DEBT-TO-  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
INCOME RATIOS       LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-----------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                          
20.00% or less            9     1,562,198       0.21      8.232      636     173,578     80.88      20.00   100.00    0.00
20.01% to 25.00%        104    18,325,250       2.51      8.086      645     176,204     80.05      23.37    78.14    7.86
25.01% to 30.00%        191    34,660,364       4.75      8.159      640     181,468     81.45      28.51    68.29    8.60
30.01% to 35.00%        338    61,565,157       8.44      8.331      630     182,145     83.06      33.40    70.93    7.71
35.01% to 40.00%        537    98,994,362      13.58      8.235      634     184,347     82.65      38.16    62.51    8.92
40.01% to 45.00%        730   139,224,437      19.10      8.362      634     190,718     83.87      43.17    58.82    9.20
45.01% to 50.00%        960   190,013,084      26.06      8.423      628     197,930     84.15      48.29    64.52   10.25
50.01% to 55.00%        958   184,733,428      25.34      8.208      637     192,832     84.27      53.50    84.30   14.04
                      -----   -----------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                      =====   ===========     ======      =====      ===     =======     =====      =====   ======   =====

As of the Cut-off Date, the Debt-to-Income Ratios of the Mortgage Loans ranged  
from 20.00% to 55.00% and the weighted average Debt-to-Income Ratio for Mortgage
Loans with Debt-to-Income Ratios was approximately 44.37%.                      

LOAN PURPOSE                                                                    

                                                        [Enlarge/Download Table]

                                  AGGREGATE                                    AVERAGE                                        
                        NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                          OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                       MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
LOAN PURPOSE             LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------           -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                              
Refinance - Cashout       1,838   395,208,999      54.21      8.256      626     215,021     82.48      43.45    56.20    9.10
Purchase                  1,647   266,730,382      36.58      8.425      644     161,949     85.68      46.36    86.08   12.29
Refinance - Rate Term       342    67,138,899       9.21      8.081      638     196,313     81.87      41.89    79.86   11.15
                          -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                    3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                          =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

PROPERTY TYPE                                                                   

                                                        [Enlarge/Download Table]

                                     AGGREGATE                                    AVERAGE                                        
                           NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                             OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                          MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
PROPERTY TYPE               LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------             -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                 
Single Family                2,757   504,373,626      69.18      8.339      631     182,943     83.74      43.95    68.60    9.76
Planned Unit Development       556   112,204,523      15.39      8.338      635     201,807     84.42      44.75    79.02   12.38
Two- to Four-Family            250    65,779,708       9.02      7.963      640     263,119     81.03      45.69    58.58   11.01
Condominium                    264    46,720,423       6.41      8.288      645     176,971     83.62      46.19    68.82   12.49
                             -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                       3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                             =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

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DOCUMENTATION                                                                   

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                    MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
DOCUMENTATION         LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------       -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
Full Documentation     2,813   505,329,765      69.31      8.283      629     179,641     83.64      44.83   100.00   11.11
Rapid                    644   154,277,253      21.16      8.253      635     239,561     84.51      43.47     0.00    6.23
Stated Income            324    60,393,650       8.28      8.491      663     186,400     79.96      42.76     0.00   14.50
Stated Plus               23     4,746,784       0.65      9.200      669     206,382     90.40      43.26     0.00   33.37
Limited Income                                                                                                             
   Verifictation          18     3,569,760       0.49      8.334      628     198,320     86.80      46.90     0.00    4.27
Blended                    5       761,068       0.10     10.107      662     152,214    100.00      44.97     0.00    0.00
                       -----   -----------     ------     ------      ---     -------    ------      -----   ------   -----
TOTAL:                 3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                       =====   ===========     ======     ======      ===     =======    ======      =====   ======   =====

OCCUPANCY                                                                       

                                                        [Enlarge/Download Table]

                        AGGREGATE                                    AVERAGE                                        
              NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
             MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
OCCUPANCY      LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------    -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                    
Primary         3,568   683,773,293      93.79      8.321      630     191,640     83.67      44.50    68.65    9.75
Investment        236    40,900,315       5.61      7.958      687     173,306     82.35      42.23    80.42   20.82
Second Home        23     4,404,672       0.60      8.588      675     191,507     83.32      44.10    68.84   23.00
                -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:          3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

The information set forth above with respect to occupancy is based upon         
representations of the related mortgagors at the time of origination.           

MORTGAGE LOANS AGE SUMMARY                                                      

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
MORTGAGE LOANS AGE  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
(MONTHS)              LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
0                      1,726   325,663,794      44.67      8.291      640     188,681     83.72      44.29    69.77    8.65
1                      1,853   341,509,882      46.84      8.274      635     184,301     83.70      44.46    68.68   12.84
2                        203    51,736,625       7.10      8.575      584     254,860     82.53      44.06    72.11    5.25
3                         35     7,783,633       1.07      8.268      618     222,390     83.77      45.19    67.08   15.25
4                          5     1,149,518       0.16      8.367      634     229,904     75.40      49.59    49.71   15.52
5                          3       674,106       0.09      7.998      629     224,702     78.29      44.93    16.91   16.91
6                          2       560,721       0.08      7.237      638     280,360     62.28      41.49    64.13    0.00
                       -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                 3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                       =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the weighted average age of the Mortgage Loans was      
approximately 1 months.                                                         

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ORIGINAL PREPAYMENT PENALTY TERM                                                

                                                        [Enlarge/Download Table]

                                AGGREGATE                                    AVERAGE                                        
                      NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                        OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
ORIGINAL PREPAYMENT  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
PENALTY TERM           LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                            
None                    1,437   284,513,125      39.02      8.455      634     197,991     84.04      44.05    64.73   10.40
12 Months                 185    40,416,839       5.54      8.329      640     218,469     81.46      43.93    56.65   12.89
24 Months               1,266   240,307,753      32.96      8.222      627     189,817     83.93      44.87    73.62    8.73
36 Months                 939   163,840,562      22.47      8.146      639     174,484     82.86      44.31    74.07   12.50
                        -----   -----------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                  3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                        =====   ===========     ======      =====      ===     =======     =====      =====    =====   =====

The weighted average prepayment penalty term at origination with respect to the 
Mortgage Loans having prepayment penalties is approximately 27 months.          

CREDIT SCORES                                                                   

                                                        [Enlarge/Download Table]

                          AGGREGATE                                    AVERAGE                                        
                NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                  OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF       MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
CREDIT SCORES    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                      
526 to 550          148    27,311,099       3.75      9.064      545     184,534     77.69      43.04    87.14    5.98
551 to 575          308    62,581,682       8.58      8.919      565     203,187     80.15      43.31    76.46    5.84
576 to 600          541   106,727,901      14.64      8.946      589     197,279     85.62      44.36    77.12    3.78
601 to 625          873   160,589,499      22.03      8.532      613     183,951     85.01      45.26    71.63    3.93
626 to 650          740   135,413,420      18.57      8.319      638     182,991     84.70      44.48    66.94    7.35
651 to 675          555   102,430,759      14.05      7.868      663     184,560     83.25      44.67    60.61   15.11
676 to 700          281    55,477,641       7.61      7.531      687     197,429     82.96      44.80    62.08   28.46
701 to 725          168    33,710,780       4.62      7.431      711     200,659     83.18      43.38    55.67   19.70
726 to 750           93    19,754,844       2.71      7.251      736     212,418     83.56      43.64    62.56   28.88
751 to 775           77    15,559,276       2.13      7.172      761     202,069     80.02      43.55    70.37   27.96
776 to 800           32     7,256,748       1.00      7.092      786     226,773     77.66      40.05    68.13   28.25
801 to 809            7     1,643,682       0.23      6.804      806     234,812     67.89      37.65    92.82   38.33
810 to 820            4       620,950       0.09      6.584      816     155,238     70.19      37.19   100.00    0.00
                  -----   -----------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:            3,827   729,078,280     100.00      8.302      633     190,509     83.59      44.37    69.31   10.45
                  =====   ===========     ======      =====      ===     =======     =====      =====   ======   =====

The Credit Scores of the Mortgage Loans that were scored as of the Cut-off Date 
ranged from 540 to 820 and the weighted average Credit Score of the Mortgage    
Loans that were scored as of the Cut-off Date was approximately 633.            

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GROSS MARGINS                                                                   
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

RANGE OF                     AGGREGATE                                      AVERAGE                                        
GROSS MARGINS      NUMBER    PRINCIPAL                          WEIGHTED   PRINCIPAL   WEIGHTED  WEIGHTED                  
OF THE                OF       BALANCE    PERCENT OF  WEIGHTED    AVERAGE    BALANCE    AVERAGE   AVERAGE   PERCENT        
ADJUSTABLE RATE   MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE    CREDIT   OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
MORTGAGE LOANS       LOANS       ($)       POOL (%)  COUPON (%)    SCORE       ($)      LTV (%)  INCOME (%)  DOC (%) IO (%)
--------------    -------- ------------- ---------- ---------- ---------- ----------- --------- ---------- -------- -------
                                                                                                                           
2.501% to 3.000%        40     9,639,446       1.64      6.911 709.283864     240,986     79.06      40.64    84.56   49.58
4.001% to 4.500%         3       745,160       0.13      8.784        627     248,387     80.00      42.43   100.00    0.00
4.501% to 5.000%        16     2,916,501       0.49      9.284        594     182,281     86.37      45.40    65.21    6.86
5.001% to 5.500%     1,605   304,574,939      51.68      7.924        634     189,766     77.48      45.08    68.63   12.29
5.501% to 6.000%       778   172,171,212      29.21      8.479        616     221,300     88.04      44.07    63.82    7.98
6.001% to 6.500%       512    99,163,540      16.82      8.975        642     193,679     95.94      44.71    71.46    6.73
6.501% to 7.000%         1       188,561       0.03      9.300        628     188,561     95.00      45.00     0.00    0.00
                     -----   -----------     ------      ----- ----------     -------     -----      -----   ------   -----
TOTAL:               2,955   589,399,358     100.00      8.254        631     199,458     83.75      44.65    67.96   10.66
                     =====   ===========     ======      ===== ==========     =======     =====      =====   ======   =====

As of the Cut-off Date, the Gross Margin for the Adjustable Rate Mortgage Loans 
ranged from 2.750% per annum to 6.750% per annum and the weighted average Gross 
Margin of the Adjustable Rate Mortgage Loans was approximately 5.664% per annum.

MAXIMUM MORTGAGE RATES                                                          
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

RANGE OF MAXIMUM               AGGREGATE                                    AVERAGE                                        
MORTGAGE RATES       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
OF THE                 OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
ADJUSTABLE RATE     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
MORTGAGE LOANS        LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%) IO (%) 
----------------    -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
11.500% or less            1       168,000       0.03      5.400      760     168,000     20.61      35.00   100.00    0.00
11.501% to 12.000%        17     4,067,119       0.69      5.865      729     239,242     74.15      42.15    88.24   38.30
12.001% to 12.500%        61    15,795,094       2.68      6.294      710     258,936     77.40      46.51    92.56   57.73
12.501% to 13.000%       209    46,942,107       7.96      6.843      668     224,603     77.14      44.52    67.41   22.39
13.001% to 13.500%       347    74,485,808      12.64      7.311      653     214,657     79.03      44.97    68.00   15.34
13.501% to 14.000%       548   110,114,769      18.68      7.797      639     200,939     81.89      44.66    65.54   13.25
14.001% to 14.500%       529   104,105,046      17.66      8.292      627     196,796     84.34      44.90    67.16    5.58
14.501% to 15.000%       553   106,610,258      18.09      8.772      612     192,785     86.60      44.85    68.77    5.13
15.001% to 15.500%       368    70,034,437      11.88      9.259      601     190,311     87.19      43.60    73.29    2.68
15.501% to 16.000%       213    40,911,377       6.94      9.761      604     192,072     89.93      44.46    61.37    5.45
16.001% to 16.500%        64     9,354,764       1.59     10.275      609     146,168     91.66      44.65    60.45    2.67
16.501% to 17.000%        33     5,240,078       0.89     10.745      626     158,790     94.47      44.28    37.95    0.00
17.001% to 17.500%         9     1,180,708       0.20     11.288      635     131,190    100.00      47.31    19.81    0.00
17.501% to 18.000%         3       389,794       0.07     11.691      616     129,931     97.19      36.86    46.13    0.00
                       -----   -----------     ------     ------      ---     -------    ------      -----   ------   -----
TOTAL:                 2,955   589,399,358     100.00      8.254      631     199,458     83.75      44.65    67.96   10.66
                       =====   ===========     ======     ======      ===     =======    ======      =====   ======   =====

As of the Cut-off Date, the Maximum Mortgage Rates for the Adjustable Rate      
Mortgage Loans ranged from 11.400% per annum to 17.750% per annum and the       
weighted average Maximum Mortgage Rate of the Adjustable Rate Mortgage Loans was
approximately 14.254% per annum.                                                

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NEXT RATE ADJUSTMENT DATE                                                       
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

NEXT ADJUSTMENT             AGGREGATE                                    AVERAGE                                        
DATE OF THE       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
OF THE              OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
ADJUSTABLE RATE  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
MORTGAGE LOANS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%) IO (%)  
---------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                        
September 2007          1       199,884       0.03      8.700      582     199,884     80.00      51.00   100.00    0.00
October 2007            1       229,500       0.04      8.500      631     229,500     93.77      42.00   100.00  100.00
January 2008            1       278,529       0.05      9.100      587     278,529     90.00      51.00   100.00    0.00
February 2008           1       214,789       0.04      8.500      540     214,789     85.00      38.00     0.00    0.00
April 2008              2       299,250       0.05      9.243      663     149,625     95.00      48.71    23.81    0.00
October 2008            1       201,131       0.03      7.750      609     201,131     30.61      37.00     0.00    0.00
November 2008           1       175,339       0.03      7.500      686     175,339     80.00      48.00     0.00    0.00
December 2008           3       839,390       0.14      8.662      643     279,797     72.56      48.28    31.14   21.25
January 2009           18     3,509,949       0.60      8.264      614     194,997     81.60      45.29    80.02    9.56
February 2009         110    27,238,781       4.62      8.703      577     247,625     83.21      43.26    77.29    1.57
March 2009            934   176,956,714      30.02      8.259      629     189,461     83.88      44.85    69.13   11.44
April 2009            803   152,809,570      25.93      8.326      634     190,298     84.85      45.29    73.46    5.87
October 2009            1       359,590       0.06      6.950      654     359,590     80.00      44.00   100.00    0.00
November 2009           2       498,768       0.08      8.173      608     249,384     77.69      43.86    22.86   22.86
December 2009           2       310,128       0.05      7.569      611     155,064     83.08      53.15   100.00    0.00
January 2010           10     2,835,092       0.48      7.821      618     283,509     82.74      43.96    47.35   18.93
February 2010          71    20,315,816       3.45      8.286      596     286,138     82.02      44.51    63.42    4.52
March 2010            473    94,945,468      16.11      8.143      641     200,730     83.58      44.72    62.83   16.29
April 2010            470    96,860,413      16.43      8.202      642     206,086     83.15      43.71    61.42   11.77
March 2012             21     3,729,136       0.63      7.738      664     177,578     80.05      41.67    79.31   33.78
April 2012             29     6,592,123       1.12      7.347      680     227,315     79.81      44.12    60.18   41.96
                    -----   -----------     ------      -----      ---     -------     -----      -----   ------  ------
TOTAL:              2,955   589,399,358     100.00      8.254      631     199,458     83.75      44.65    67.96   10.66
                    =====   ===========     ======      =====      ===     =======     =====      =====   ======  ======

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GROUP 2 MORTGAGE LOAN CHARACTERISTICS 

                                                                [Download Table]
                                                        
Aggregate Outstanding Principal Balance   $1,273,053,764
Aggregate Original Principal Balance      $1,273,274,974
Number of Mortgage Loans                           6,269

                                                                [Download Table]

                                  MINIMUM      MAXIMUM    AVERAGE (1)
                                ----------   ----------   -----------
                                                                     
Original Principal Balance         $25,200   $1,840,000      $203,107
Outstanding Principal Balance      $25,187   $1,840,000      $203,071

                                                                [Download Table]

                                                            WEIGHTED 
                                  MINIMUM      MAXIMUM    AVERAGE (2)
                                ----------   ----------   -----------
                                                                     
Original Term (mos)                   180          360           359 
Stated remaining Term (mos)           177          360           358 
Loan Age (mos)                          0            7             1 
Current Interest Rate               5.350%      13.550%        8.281%
Initial Interest Rate Cap(4)        1.000%       3.000%        2.993%
Periodic Rate Cap(4)                1.000%       1.000%        1.000%
Gross Margin(4)                     2.750%       6.750%        5.456%
Maximum Mortgage Rate(4)           11.350%      18.750%       14.053%
Minimum Mortgage Rate(4)            5.350%      12.750%        8.053%
Months to Roll(4)                       5           60            27 
Original Loan-to-Value              12.84%      100.00%        83.35%
Combined Loan-to-Value              12.84%      100.00%        94.39%
Credit Score (3)                      537          816           649 

                                                                [Download Table]

                                 EARLIEST      LATEST  
                                ----------   ----------
                                                       
Maturity Date                   01/01/2022   04/01/2037

                                                                [Download Table]

                                  PERCENT OF 
                                MORTGAGE POOL
                                -------------
                                             
LIEN POSITION                                
1st Lien                              100.00%
2nd Lien                                0.00%

OCCUPANCY                                    
Primary                                97.88%
Second Home                             0.21%
Investment                              1.91%

LOAN TYPE                                    
Fixed Rate                             17.98%
ARM                                    82.02%

AMORTIZATION TYPE                            
Fully Amortizing                       31.93%
Interest Only                          17.79%
15/30 Balloon                           0.04%
30/40 Balloon                          10.83%
30/50 Balloon                          39.44%

                                                                [Download Table]

                                  PERCENT OF 
                                MORTGAGE POOL
                                -------------
                                             
YEAR OF ORIGINATION                          
2006                                    3.02%
2007                                   96.98%

LOAN PURPOSE                                 
Purchase                               75.59%
Refinance - Rate/Term                   3.63%
Refinance - Cashout                    20.79%

PROPERTY TYPE                                
Single Family                          67.37%
Condominium                             5.54%
Planned Unit Development               19.67%
Two- to Four-Family                     7.42%

(1)  Sum of Principal Balance divided by total number of loans.                 

(2)  Weighted by Outstanding Principal Balance.                                 

(3)  Minimum and Weighting only for loans with scores.                          

(4)  ARM Loans only                                                             

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MORTGAGE RATES                                                                  

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF            MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
MORTGAGE RATES        LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------      -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
5.500% or less             1       820,314       0.06      5.350      702     820,314     62.26      52.00   100.00    0.00
5.501% to 6.000%          31    11,030,873       0.87      5.917      725     355,835     74.83      43.16    97.80   48.82
6.001% to 6.500%         159    55,557,599       4.36      6.324      700     349,419     77.53      41.38    92.56   41.52
6.501% to 7.000%         429   126,379,692       9.93      6.816      683     294,591     79.23      43.74    78.29   37.29
7.001% to 7.500%         629   166,855,777      13.11      7.301      672     265,272     80.01      43.42    61.60   24.23
7.501% to 8.000%       1,041   244,882,808      19.24      7.791      659     235,238     80.71      43.39    60.11   16.27
8.001% to 8.500%         955   194,169,769      15.25      8.282      644     203,319     82.15      43.34    60.75   14.73
8.501% to 9.000%       1,066   196,585,455      15.44      8.767      630     184,414     83.87      42.86    62.42    8.38
9.001% to 9.500%         680   104,751,124       8.23      9.282      623     154,046     86.65      42.37    63.74    7.72
9.501% to 10.000%        489    69,781,768       5.48      9.757      619     142,703     90.27      42.37    61.06    6.32
10.001% to 10.500%       244    30,501,427       2.40     10.267      617     125,006     94.14      41.81    67.40    4.21
10.501% to 11.000%       147    19,250,442       1.51     10.744      619     130,955     97.62      44.34    66.39   10.02
11.001% to 11.500%        91    11,046,276       0.87     11.251      606     121,388     98.45      42.82    82.84   22.60
11.501% to 12.000%       123    17,454,005       1.37     11.790      598     141,902     99.99      41.64    90.94   14.69
12.001% to 12.500%       126    16,030,767       1.26     12.240      592     127,228     99.98      42.99    99.00   20.38
12.501% to 13.000%        39     5,964,341       0.47     12.714      592     152,932     99.97      42.15    92.05   18.68
13.001% to 13.500%        18     1,741,494       0.14     13.235      587      96,750    100.00      41.46   100.00   24.69
13.501% to 14.000%         1       249,833       0.02     13.550      584     249,833    100.00      47.00   100.00    0.00
                       ----- -------------     ------     ------      ---     -------    ------      -----   ------   -----
TOTAL:                 6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                       ===== =============     ======     ======      ===     =======    ======      =====   ======   =====

As of the Cut-off Date, Mortgage Rates borne by the Mortgage Loans ranged from  
5.350% per annum to 13.550% per annum and the weighted average Mortgage Rate of 
the Mortgage Loans was approximately 8.281% per annum.                          

REMAINING MONTHS TO STATED MATURITY                                             

                                                        [Enlarge/Download Table]

                                     AGGREGATE                                    AVERAGE                                        
                           NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
RANGE OF                     OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
REMAINING MONTHS          MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
TO STATED MATURITY          LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                 
169 to 180                      65     7,715,517       0.61      8.737      638     118,700     80.98      38.43    83.32   35.14
229 to 240                       5       486,929       0.04      7.972      621      97,386     80.74      40.51    14.71    0.00
349 to 360                   6,199 1,264,851,318      99.36      8.278      650     204,041     83.36      43.08    66.19   17.69
                             ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                       6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                             ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the remaining term to stated maturity of the Mortgage   
Loans ranged from 177 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]

                                      AGGREGATE                                    AVERAGE                                        
                            NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                              OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF ORIGINAL MORTGAGE MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN PRINCIPAL BALANCES      LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------------- -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                  
$50,000 or less                 156     7,008,213       0.55      9.467      615      44,924     79.59      36.74    87.50    0.68
$50,001 to $100,000           1,877   139,976,083      11.00      9.130      621      74,574     85.27      40.61    86.51    3.89
$100,001 to $150,000          1,232   152,523,659      11.98      8.718      629     123,802     84.27      41.07    82.72    5.95
$150,001 to $200,000            826   144,352,400      11.34      8.404      641     174,761     83.57      42.41    75.29   11.11
$200,001 to $250,000            578   129,924,089      10.21      8.330      646     224,782     83.85      43.88    68.88   16.44
$250,001 to $300,000            366    99,901,524       7.85      8.035      657     272,955     81.53      43.24    64.55   15.12
$300,001 to $350,000            246    79,329,689       6.23      8.125      658     322,478     82.32      44.64    53.98   22.28
$350,001 to $400,000            190    70,917,161       5.57      8.173      666     373,248     82.49      44.95    46.40   23.33
$400,001 to $450,000            193    82,659,397       6.49      8.074      661     428,287     84.04      44.73    54.28   23.12
$450,001 to $500,000            184    87,726,980       6.89      8.125      655     476,777     84.02      44.50    46.24   22.95
$500,001 to $550,000            121    63,715,961       5.00      7.993      660     526,578     84.54      45.92    48.67   20.73
$550,001 to $600,000             90    51,995,751       4.08      7.955      665     577,731     84.13      43.14    50.09   21.01
$600,001 to $650,000             64    39,980,172       3.14      7.981      663     624,690     82.70      44.29    55.98   23.56
$650,001 to $700,000             38    25,757,185       2.02      7.947      666     677,821     83.34      42.76    47.24   28.82
$700,001 to $750,000             20    14,518,007       1.14      7.611      649     725,900     80.61      45.80    74.69   29.73
$750,001 to $800,000             26    20,324,366       1.60      7.563      671     781,706     79.99      41.43    69.61   46.14
$800,001 to $850,000              7     5,779,132       0.45      6.697      699     825,590     78.68      38.66    71.54   57.52
$850,001 to $900,000             16    13,998,532       1.10      7.375      677     874,908     78.55      42.02    75.02   62.49
$900,001 to $950,000              8     7,408,149       0.58      7.722      673     926,019     82.33      43.40    87.58   25.05
$950,001 to $1,000,000            8     7,859,150       0.62      7.425      683     982,394     82.54      42.98    74.81   50.13
$1,000,001 or greater            23    27,398,165       2.15      7.181      691   1,191,225     77.93      40.31    83.66   48.98
                              ----- -------------     ------      -----      ---   ---------     -----      -----    -----   -----
TOTAL:                        6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                              ===== =============     ======      =====      ===   =========     =====      =====    =====   =====

As of the Cut-off Date, the outstanding principal balances of the Mortgage Loans
ranged from approximately $25,187 to approximately $1,840,000 and the average   
outstanding principal balance of the Mortgage Loans was approximately $203,071. 

PRODUCT TYPES                                                                   

                                                        [Enlarge/Download Table]

                                 AGGREGATE                                    AVERAGE                                        
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                      MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
PRODUCT TYPES           LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------         -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
Balloon - 30/50            263    44,026,720       3.46      9.603      627     167,402     88.46      42.82    84.32    0.00
ARM - 1 Year/6 Month         6     2,249,448       0.18      8.144      645     374,908     81.40      36.67    51.29    0.00
ARM - 2 Year/6 Month                                                                                                         
   (50 due in 30)        1,250   345,306,350      27.12      8.081      650     276,245     82.10      44.76    60.75    0.00
ARM - 3 Year/6 Month                                                                                                         
   (50 due in 30)          370   104,545,276       8.21      7.933      656     282,555     82.46      45.29    61.43    0.00
ARM - 5 Year/6 Month                                                                                                         
   (50 due in 30)           27     8,193,412       0.64      7.550      686     303,460     79.80      41.12    77.81    0.00

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                                                        [Enlarge/Download Table]
                                                                                                     
15 Year Fixed Loans       62     7,266,517    0.57   8.608  640  117,202  79.81  37.83   82.29  32.34
15/30 Balloon Loans        3       449,000    0.04  10.821  611  149,667  99.89  48.26  100.00  80.51
20 Year Fixed Loans        5       486,929    0.04   7.972  621   97,386  80.74  40.51   14.71   0.00
2/28 LIBOR Loans       1,591   316,747,016   24.88   8.132  655  199,087  83.23  42.46   63.36  42.92
2/28 LIBOR Loans                                                                                     
   (40 due in 30)        367    78,926,090    6.20   8.205  639  215,057  84.45  43.34   62.72   0.00
30 Year Fixed Loans    1,370   157,134,316   12.34   9.299  631  114,697  86.95  39.71   83.66  13.04
30/40 Balloon Loans      144    19,576,561    1.54   9.118  635  135,948  86.89  42.22   80.36   0.00
3/27 LIBOR Loans         601   136,492,083   10.72   7.877  663  227,108  81.45  42.40   64.24  43.90
3/27 LIBOR Loans                                                                                     
   (40 due in 30)        154    37,894,329    2.98   8.087  645  246,067  82.67  43.98   60.92   0.00
5/25 LIBOR Loans          39     9,567,559    0.75   7.354  691  245,322  79.29  42.30   89.67  64.82
5/25 LIBOR Loans                                                                                     
   (40 due in 30)          8     1,511,628    0.12   8.535  644  188,954  81.18  47.44   58.72   0.00
Six Month LIBOR Loans      9     2,680,528    0.21   7.372  679  297,836  80.76  47.39   37.40  45.75
                       ----- -------------  ------  ------  ---  -------  -----  -----  ------  -----
TOTAL:                 6,269 1,273,053,764  100.00   8.281  649  203,071  83.35  43.05   66.28  17.79
                       ===== =============  ======  ======  ===  =======  =====  =====  ======  =====

AMORTIZATION TYPE                                                               

                                                        [Enlarge/Download Table]

                                    AGGREGATE                                    AVERAGE                                        
                          NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                         MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
AMORTIZATION TYPE          LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-----------------        -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                
Fully Amortizing            2,993   406,497,125      31.93      8.701      636     135,816     84.56      40.44    71.90    0.00
Balloon                     2,586   640,429,368      50.31      8.205      648     247,653     83.05      44.38    63.57    0.06
60 Month Interest-Only        669   219,925,844      17.28      7.759      678     328,738     82.10      44.01    63.13  100.00
120 Month Interest-Only        21     6,201,427       0.49      7.060      705     295,306     79.38      42.97    88.28  100.00
                            ----- -------------     ------      -----      ---     -------     -----      -----    -----  ------
TOTAL:                      6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                            ===== =============     ======      =====      ===     =======     =====      =====    =====  ======

ADJUSTMENT TYPE                                                                 

                                                        [Enlarge/Download Table]

                            AGGREGATE                                    AVERAGE                                        
                  NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                    OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                 MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
ADJUSTMENT TYPE    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                        
ARM                 4,422 1,044,113,720      82.02      8.053      654     236,118     82.54      43.61    62.53   19.47
Fixed Rate          1,847   228,940,044      17.98      9.320      631     123,952     87.02      40.48    83.34   10.14
                    ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:              6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                    ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

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STATE DISTRIBUTIONS OF MORTGAGED PROPERTIES                                     

                                                        [Enlarge/Download Table]

                                    AGGREGATE                                    AVERAGE                                        
                          NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
GEOGRAPHIC DISTRIBUTION  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
OF MORTGAGED PROPERTIES   LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)       LTV (%)  INCOME (%) DOC (%)  IO (%)
-----------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                
Alabama                       116    13,979,976       1.10      9.674      612     120,517     88.87      42.36    82.24   13.64
Arizona                       108    23,343,035       1.83      7.997      649     216,139     80.98      45.51    75.76   23.47
Arkansas                       25     3,129,422       0.25      9.282      635     125,177     91.15      39.54    98.45    6.51
California                    603   257,179,083      20.20      7.540      668     426,499     80.87      44.03    61.80   37.27
Colorado                       87    19,490,102       1.53      8.320      641     224,024     82.20      42.60    69.05    6.58
Connecticut                    42    10,039,591       0.79      8.154      651     239,038     82.94      38.50    81.74   23.96
Delaware                        5     1,122,082       0.09      9.087      629     224,416     91.95      48.43    80.03   14.79
District of Columbia            5     1,658,950       0.13      8.092      689     331,790     81.30      44.17    64.93   45.87
Florida                       656   143,210,316      11.25      8.234      652     218,308     81.88      43.68    57.08    8.61
Georgia                       216    37,804,169       2.97      8.820      637     175,019     84.70      42.76    77.90   16.57
Idaho                          36     5,875,833       0.46      8.331      642     163,218     84.31      41.21    84.32   20.93
Illinois                      306    62,960,389       4.95      8.718      643     205,753     85.13      42.88    57.59    4.86
Indiana                       261    25,281,628       1.99      9.007      619      96,864     89.11      39.53    90.31    4.87
Iowa                           21     1,478,022       0.12      9.456      605      70,382     87.11      42.10    93.31    4.22
Kansas                         24     2,366,617       0.19      9.505      628      98,609     90.44      37.50    96.14    0.00
Kentucky                       72     7,811,491       0.61      8.919      628     108,493     89.07      41.87    84.93    4.13
Louisiana                      25     3,659,757       0.29      8.671      637     146,390     85.29      40.86    83.76   14.28
Maine                          23     3,294,640       0.26      8.786      637     143,245     90.07      41.86    98.45   15.04
Maryland                      105    33,780,271       2.65      7.992      651     321,717     80.90      44.09    66.20   21.77
Massachusetts                  79    24,165,041       1.90      8.361      655     305,887     83.31      43.32    55.94   18.49
Michigan                      270    31,327,961       2.46      9.178      626     116,029     87.30      40.55    76.41   10.74
Minnesota                      71    14,716,989       1.16      8.671      639     207,282     86.40      43.33    52.79   21.95
Mississippi                    29     3,551,736       0.28      8.466      644     122,474     83.84      44.62    74.62   10.23
Missouri                      124    12,979,840       1.02      9.052      620     104,676     88.01      41.64    83.23    1.76
Montana                         6       626,146       0.05      7.458      669     104,358     77.46      35.44   100.00   13.42
Nebraska                       17     2,461,334       0.19      9.265      647     144,784     92.76      43.90    85.04    5.66
Nevada                         73    21,217,122       1.67      7.813      656     290,646     81.39      43.49    68.83    4.02
New Hampshire                  16     3,053,253       0.24      8.847      640     190,828     86.67      43.19    85.59    6.62
New Jersey                    114    34,758,871       2.73      8.669      650     304,902     85.22      44.57    40.66   15.52
New Mexico                     25     4,027,469       0.32      7.904      647     161,099     70.42      33.06    88.40   24.60
New York                      402   118,503,837       9.31      8.065      667     294,786     83.72      45.30    41.33   17.77
North Carolina                127    21,417,455       1.68      8.912      642     168,641     86.41      39.87    84.91   19.13
North Dakota                    4       482,839       0.04      7.722      674     120,710     81.64      37.57   100.00    0.00
Ohio                          336    38,380,509       3.01      9.038      627     114,228     87.90      40.98    82.31    7.41
Oklahoma                       43     4,033,512       0.32      9.192      622      93,803     87.36      39.03    83.92    3.05
Oregon                        102    23,342,795       1.83      7.735      662     228,851     80.14      41.76    72.80   28.44
Pennsylvania                  181    18,790,023       1.48      8.703      630     103,812     85.47      40.22    77.84    9.07
Rhode Island                   27     6,023,767       0.47      8.123      641     223,102     82.23      42.42    73.00   19.06
South Carolina                 73     9,538,426       0.75      8.891      630     130,663     85.58      40.78    84.83    8.76
South Dakota                    5       593,166       0.05      7.724      683     118,633     85.85      40.95    85.06   17.53
Tennessee                     294    31,805,712       2.50      8.822      630     108,183     84.73      43.10    82.08    6.84
Texas                         588    74,730,333       5.87      8.756      633     127,092     84.21      41.61    79.43    6.68
Utah                          133    27,313,439       2.15      8.024      651     205,364     81.81      41.63    76.19   17.00
Vermont                         3       322,014       0.03      8.832      639     107,338     68.04      33.07   100.00    0.00
Virginia                       70    19,197,606       1.51      8.046      650     274,252     81.99      43.29    62.33   14.12
Washington                    205    54,810,032       4.31      7.990      653     267,366     81.38      43.57    75.33   22.81
West Virginia                   8     1,038,132       0.08      9.901      602     129,767     92.26      41.70    84.05    7.71
Wisconsin                      98    10,976,636       0.86      9.250      617     112,006     86.81      41.72    86.68    3.26
Wyoming                        10     1,402,392       0.11      9.201      646     140,239     89.26      35.33    65.30   15.69
                            ----- -------------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                      6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                            ===== =============     ======      =====      ===     =======     =====      =====   ======   =====

No more than approximately 0.32% 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]

                                 AGGREGATE                                    AVERAGE                                        
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF ORIGINAL     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN-TO-VALUE RATIOS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
50.00% or less              96    10,140,395       0.80      7.668      621     105,629     39.38      32.05    59.43   11.02
50.01% to 55.00%            27     3,725,278       0.29      7.737      618     137,973     52.64      39.89    78.42    2.27
55.01% to 60.00%            54     7,857,784       0.62      7.517      629     145,515     57.80      32.14    67.06   19.50
60.01% to 65.00%            74    10,958,161       0.86      7.748      616     148,083     63.49      42.62    71.46    0.00
65.01% to 70.00%            81    15,514,233       1.22      7.684      634     191,534     68.38      38.14    53.70    9.77
70.01% to 75.00%           147    29,202,865       2.29      7.760      619     198,659     73.86      38.92    70.66    8.39
75.01% to 80.00%         3,419   800,369,540      62.87      7.826      661     234,095     79.93      43.78    66.29   22.65
80.01% to 85.00%           294    48,900,548       3.84      8.458      607     166,328     84.50      41.99    73.70    6.40
85.01% to 90.00%           567   102,516,399       8.05      8.571      627     180,805     89.61      41.62    57.96    9.78
90.01% to 95.00%           549   102,758,611       8.07      8.779      642     187,174     94.82      42.64    63.36    7.59
95.01% to 100.00%          961   141,109,949      11.08     10.538      636     146,837     99.98      43.49    71.98   12.46
                         ----- -------------     ------     ------      ---     -------     -----      -----    -----   -----
TOTAL:                   6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                         ===== =============     ======     ======      ===     =======     =====      =====    =====   =====

As of the Cut-off Date, the Original Loan-to-Value Ratios of the Mortgage Loans 
ranged from 12.84% to 100.00%.                                                  

COMBINED LOAN-TO-VALUE RATIOS                                                   

                                                        [Enlarge/Download Table]

                                 AGGREGATE                                    AVERAGE                                        
                       NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF COMBINED     MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN-TO-VALUE RATIOS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
--------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                             
50.00% or less              96    10,140,395       0.80      7.668      621     105,629     39.38      32.05    59.43   11.02
50.01% to 55.00%            25     2,965,353       0.23      7.487      613     118,614     52.69      37.29    83.01    2.85
55.01% to 60.00%            52     7,748,057       0.61      7.490      628     149,001     57.80      31.85    66.59   19.77
60.01% to 65.00%            69     9,546,299       0.75      7.810      617     138,352     63.30      41.29    67.68    0.00
65.01% to 70.00%            79    14,300,895       1.12      7.678      627     181,024     68.45      37.91    57.81   10.60
70.01% to 75.00%           141    27,356,095       2.15      7.817      616     194,015     73.79      39.03    70.47    3.20
75.01% to 80.00%           459    90,609,721       7.12      7.819      630     197,407     79.24      38.80    64.67   11.31
80.01% to 85.00%           296    51,660,006       4.06      8.357      612     174,527     83.79      42.05    73.18    7.72
85.01% to 90.00%           600   115,477,394       9.07      8.453      631     192,462     88.50      41.89    59.12   12.12
90.01% to 95.00%           618   123,137,787       9.67      8.620      645     199,252     92.37      43.13    65.18   11.76
95.01% to 100.00%        3,834   820,111,761      64.42      8.301      660     213,905     83.40      44.24    67.20   21.78
                         ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                   6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                         ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

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As of the Cut-off Date, the Combined Loan-to-Value Ratios of the Mortgage Loans 
ranged from 12.84% to 100.00% and the weighted average Combined Loan-to-Value   
Ratio for Mortgage Loans was approximately 94.39%. . 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 56.40% 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 99.48%.           

DEBT-TO-INCOME RATIOS                                                           

                                                        [Enlarge/Download Table]

                                  AGGREGATE                                    AVERAGE                                        
                        NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                          OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF               MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
DEBT-TO-INCOME RATIOS    LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                              
20.00% or less              285    48,872,250       3.84      8.042      643     171,482     79.61      14.61    92.16   19.83
20.01% to 25.00%            215    30,882,548       2.43      8.399      633     143,640     81.75      23.25    85.38   13.04
25.01% to 30.00%            347    53,422,144       4.20      8.462      639     153,954     82.42      28.17    79.78   13.32
30.01% to 35.00%            570    97,103,111       7.63      8.514      641     170,356     83.70      33.12    72.53   14.83
35.01% to 40.00%            852   152,375,499      11.97      8.285      649     178,844     83.87      38.28    64.48   15.97
40.01% to 45.00%          1,199   255,160,073      20.04      8.263      654     212,811     83.23      43.05    56.77   15.71
45.01% to 50.00%          1,692   402,574,857      31.62      8.369      655     237,928     83.80      48.21    51.73   20.94
50.01% to 55.00%          1,106   231,939,583      18.22      8.040      644     209,710     83.43      53.37    89.33   18.10
55.01% to 60.00%              2       510,900       0.04      8.687      623     255,450     80.00      58.15   100.00   71.74
60.01% or greater             1       212,800       0.02      7.000      665     212,800     80.00      61.00   100.00  100.00
                          ----- -------------     ------      -----      ---     -------     -----      -----   ------  ------
TOTAL:                    6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                          ===== =============     ======      =====      ===     =======     =====      =====   ======  ======

As of the Cut-off Date, the Debt-to-Income Ratios of the Mortgage Loans ranged  
from 2.00% to 61.00% and the weighted average Debt-to-Income Ratio for Mortgage 
Loans with Debt-to-Income Ratios was approximately 43.05%.                      

LOAN PURPOSE                                                                    

                                                        [Enlarge/Download Table]

                                  AGGREGATE                                    AVERAGE                                        
                        NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL   WEIGHTED  WEIGHTED                  
                          OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                       MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING  ORIGINAL  DEBT-TO-    FULL   PERCENT
LOAN PURPOSE             LOANS       ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------           -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                              
Purchase                  4,738   962,248,097      75.59      8.331      655     203,092     83.94      43.69    67.81   20.35
Refinance - Cashout       1,308   264,613,642      20.79      8.175      629     202,304     81.83      41.21    60.06    9.82
Refinance - Rate Term       223    46,192,025       3.63      7.836      643     207,139     79.65      40.26    70.02   10.16
                          ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                    6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                          ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

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PROPERTY TYPE                                                                   

                                                        [Enlarge/Download Table]

                                     AGGREGATE                                    AVERAGE                                        
                           NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                             OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                          MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
PROPERTY TYPE              LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------             -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                                 
Single Family                4,625   857,598,763      67.37      8.343      646     185,427     83.55      42.53    66.73   16.28
Planned Unit Development       982   250,448,159      19.67      8.159      652     255,039     82.92      44.01    72.41   19.66
Two- to Four-Family            339    94,501,977       7.42      8.015      666     278,767     82.50      44.96    50.34   22.61
Condominium                    323    70,504,865       5.54      8.313      661     218,281     83.51      43.35    60.34   23.11
                             ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                       6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                             ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

DOCUMENTATION                                                                   

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
                    MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
DOCUMENTATION        LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------       -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
Full Documentation     4,697   843,733,193      66.28      8.275      640     179,632     83.43      42.59   100.00   17.15
Stated Income          1,102   297,859,848      23.40      8.242      680     270,290     81.56      44.07     0.00   24.33
Rapid                    366   104,165,883       8.18      8.248      639     284,606     85.77      43.58     0.00    5.12
Stated Plus               46    15,030,248       1.18      9.461      647     326,745     95.87      43.46     0.00    9.45
Limited Income                                                                                                             
   Verifictation          48     9,657,798       0.76      8.232      643     201,204     81.99      44.91     0.00   16.44
Blended                   10     2,606,794       0.20      9.244      669     260,679     97.31      45.19     0.00   38.36
                       ----- -------------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                 6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                       ===== =============     ======      =====      ===     =======     =====      =====   ======   =====

OCCUPANCY                                                                       

                                                        [Enlarge/Download Table]

                        AGGREGATE                                    AVERAGE                                        
              NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
             MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
OCCUPANCY     LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------    -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                    
Primary         6,037 1,246,024,856      97.88      8.287      649     206,398     83.39      43.22    65.84   17.68
Investment        218    24,374,111       1.91      8.032      680     111,808     81.49      34.92    85.65   25.37
Second Home        14     2,654,798       0.21      7.638      653     189,628     83.18      35.95    92.90    0.00
                ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:          6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

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 LOANS AGE SUMMARY                                                      

                                                        [Enlarge/Download Table]

                               AGGREGATE                                    AVERAGE                                        
                     NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                       OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
MORTGAGE LOANS AGE  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
(MONTHS)             LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
0                      3,260   657,265,475      51.63      8.314      650     201,615     83.53      43.41    66.90   12.87
1                      2,676   542,183,289      42.59      8.251      651     202,610     83.23      42.74    64.88   22.28
2                        189    35,698,544       2.80      8.581      614     188,881     83.01      42.39    75.22   25.62
3                         90    23,935,957       1.88      7.763      657     265,955     81.84      40.47    69.55   31.52
4                         22     5,073,478       0.40      7.497      654     230,613     79.29      42.29    73.06   29.17
5                         28     8,135,710       0.64      8.183      656     290,561     84.41      44.56    58.41   35.82
6                          3       672,078       0.05      9.251      636     224,026     92.52      51.96    36.39    0.00
7                          1        89,231       0.01      8.750      603      89,231     80.00      51.00   100.00    0.00
                       ----- -------------     ------      -----      ---     -------     -----      -----   ------   -----
TOTAL:                 6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                       ===== =============     ======      =====      ===     =======     =====      =====   ======   =====

As of the Cut-off Date, the weighted average age of the Mortgage Loans was      
approximately 1 months.                                                         

ORIGINAL PREPAYMENT PENALTY TERM                                                

                                                        [Enlarge/Download Table]

                                AGGREGATE                                    AVERAGE                                        
                      NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                        OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
ORIGINAL PREPAYMENT  MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
PENALTY TERM          LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                            
None                    1,836   419,887,928      32.98      8.431      653     228,697     83.64      42.26    61.02   20.09
12 Months                 343    85,755,970       6.74      8.451      661     250,017     84.11      43.71    57.07   16.65
24 Months               2,382   517,357,429      40.64      8.014      649     217,195     82.34      43.75    65.72   17.66
36 Months               1,708   250,052,436      19.64      8.522      640     146,401     84.67      42.71    79.42   14.59
                        ----- -------------     ------      -----      ---     -------     -----      -----    -----   -----
TOTAL:                  6,269 1,273,053,764     100.00      8.281      649     203,071     83.35      43.05    66.28   17.79
                        ===== =============     ======      =====      ===     =======     =====      =====    =====   =====

The weighted average prepayment penalty term at origination with respect to the 
Mortgage Loans having prepayment penalties is approximately 26 months.          

CREDIT SCORES                                                                   

                                                        [Enlarge/Download Table]

                          AGGREGATE                                    AVERAGE                                        
                NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
                  OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT        
RANGE OF       MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
CREDIT SCORES   LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
-------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                      
526 to 550          156    18,641,212       1.46      9.111      545     119,495     76.11      39.20    88.36    2.09
551 to 575          366    46,454,629       3.65      8.975      565     126,925     79.71      39.43    82.65    5.41
576 to 600          855   122,867,240       9.65      9.924      590     143,704     89.10      41.31    84.69   11.46
601 to 625        1,369   224,082,962      17.60      8.721      613     163,684     83.68      43.58    84.86    6.42
626 to 650        1,259   266,486,869      20.93      8.423      639     211,666     83.88      43.84    68.91    7.66

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                                                        [Enlarge/Download Table]
                                                                                        
651 to 675  1,071   255,150,066   20.04  7.878  663  238,235  82.64  43.51  54.71  20.70
676 to 700    579   159,798,980   12.55  7.535  686  275,991  82.11  42.78  51.91  33.52
701 to 725    303    88,805,995    6.98  7.338  712  293,089  81.92  43.39  50.05  38.36
726 to 750    162    47,708,372    3.75  7.466  737  294,496  82.41  43.45  40.34  35.84
751 to 775    100    30,141,835    2.37  7.334  763  301,418  82.84  42.81  59.34  40.36
776 to 800     37    10,422,395    0.82  7.162  784  281,686  78.04  43.76  53.51  33.29
801 to 809      8     1,921,496    0.15  7.594  804  240,187  86.71  44.37  57.08  78.97
810 to 820      4       571,713    0.04  7.229  813  142,928  77.55  36.44  39.13   0.00
            ----- -------------  ------  -----  ---  -------  -----  -----  -----  -----
TOTAL:      6,269 1,273,053,764  100.00  8.281  649  203,071  83.35  43.05  66.28  17.79
            ===== =============  ======  =====  ===  =======  =====  =====  =====  =====

The Credit Scores of the Mortgage Loans that were scored as of the Cut-off Date 
ranged from 537 to 816 and the weighted average Credit Score of the Mortgage    
Loans that were scored as of the Cut-off Date was approximately 649.            

GROSS MARGINS                                                                   
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

RANGE OF                                                                                                                   
GROSS MARGINS                AGGREGATE                                     AVERAGE                                         
OF THE              NUMBER    PRINCIPAL                          WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
ADJUSTABLE           OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE    BALANCE    AVERAGE    AVERAGE   PERCENT         
RATE              MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE    CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT 
MORTGAGE LOANS      LOANS        ($)       POOL (%)  COUPON (%)   SCORE       ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------------   -------- ------------- ---------- ---------- --------- ----------- --------- ---------- -------- ------- 
                                                                                                                           
2.501% to 3.000%        99    50,900,152       4.87      7.059 691.20029     514,143     80.01      40.58    67.22   55.88 
4.501% to 5.000%        17     4,786,342       0.46      8.505       634     281,550     84.03      44.06    30.74   20.96 
5.001% to 5.500%     3,091   738,998,034      70.78      7.854       656     239,081     79.08      44.04    64.72   20.95 
5.501% to 6.000%       501   106,864,455      10.23      8.432       620     213,302     88.23      42.22    57.95    7.63 
6.001% to 6.500%       711   142,137,736      13.61      9.140       652     199,912     97.06      43.48    53.88    7.63 
6.501% to 7.000%         3       427,000       0.04      8.974       634     142,333    100.00      43.41   100.00    0.00 
                     ----- -------------     ------      ----- ---------     -------    ------      -----   ------   ----- 
TOTAL:               4,422 1,044,113,720     100.00      8.053       654     236,118     82.54      43.61    62.53   19.47 
                     ===== =============     ======      ===== =========     =======    ======      =====   ======   ===== 

As of the Cut-off Date, the Gross Margin for the Adjustable Rate Mortgage Loans 
ranged from 2.750% per annum to 6.750% per annum and the weighted average Gross 
Margin of the Adjustable Rate Mortgage Loans was approximately 5.456% per annum.

MAXIMUM MORTGAGE RATES                                                          
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

RANGE OF MAXIMUM                                                                                                           
MORTGAGE RATES                 AGGREGATE                                    AVERAGE                                        
OF THE               NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
ADJUSTABLE            OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT         
RATE                MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
MORTGAGE LOANS       LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
----------------    -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                           
11.500% or less            1       820,314       0.08      5.350      702     820,314     62.26      52.00   100.00    0.00
11.501% to 12.000%        27    10,013,837       0.96      5.926      721     370,883     76.02      44.45    97.58   53.78
12.001% to 12.500%       139    50,442,438       4.83      6.319      701     362,895     78.69      43.38    92.35   45.42
12.501% to 13.000%       357   111,691,995      10.70      6.819      681     312,863     79.64      44.50    77.97   40.10

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                                                        [Enlarge/Download Table]
                                                                                                   
13.001% to 13.500%    535   150,282,086   14.39   7.302  670  280,901   80.04  43.62   59.79  26.44
13.501% to 14.000%    855   218,289,696   20.91   7.790  659  255,310   80.83  43.97   58.72  17.82
14.001% to 14.500%    767   172,932,137   16.56   8.280  645  225,466   82.24  43.65   59.11  15.51
14.501% to 15.000%    807   169,170,852   16.20   8.764  631  209,629   84.01  43.27   59.64   8.77
15.001% to 15.500%    455    80,693,611    7.73   9.278  625  177,349   86.91  42.51   59.62   7.89
15.501% to 16.000%    292    49,273,728    4.72   9.748  624  168,746   90.44  42.82   52.00   4.45
16.001% to 16.500%    122    17,915,206    1.72  10.263  624  146,846   95.01  43.15   52.58   6.41
16.501% to 17.000%     44     8,225,558    0.79  10.746  632  186,944   97.67  44.50   35.15   2.67
17.001% to 17.500%     14     2,291,209    0.22  11.150  621  163,658   96.13  41.77   59.84   0.00
17.501% to 18.000%      6     1,597,054    0.15  11.647  634  266,176   99.99  42.74    6.89   0.00
18.501% to 19.000%      1       474,000    0.05  12.750  658  474,000  100.00  50.00    0.00   0.00
                    ----- -------------  ------  ------  ---  -------  ------  -----  ------  -----
TOTAL:              4,422 1,044,113,720  100.00   8.053  654  236,118   82.54  43.61   62.53  19.47
                    ===== =============  ======  ======  ===  =======  ======  =====  ======  =====

As of the Cut-off Date, the Maximum Mortgage Rates for the Adjustable Rate      
Mortgage Loans ranged from 11.350% per annum to 18.750% per annum and the       
weighted average Maximum Mortgage Rate of the Adjustable Rate Mortgage Loans was
approximately 14.053% per annum.                                                

NEXT RATE ADJUSTMENT DATE                                                       
(EXCLUDES FIXED RATE MORTGAGE LOANS)                                            

                                                        [Enlarge/Download Table]

NEXT                                                                                                                    
ADJUSTMENT DATE             AGGREGATE                                    AVERAGE                                        
OF THE            NUMBER    PRINCIPAL                         WEIGHTED  PRINCIPAL  WEIGHTED   WEIGHTED                  
ADJUSTABLE         OF       BALANCE    PERCENT OF  WEIGHTED   AVERAGE   BALANCE    AVERAGE    AVERAGE   PERCENT         
RATE             MORTGAGE  OUTSTANDING   MORTGAGE    AVERAGE   CREDIT  OUTSTANDING ORIGINAL   DEBT-TO-    FULL   PERCENT
MORTGAGE LOANS    LOANS        ($)       POOL (%)  COUPON (%)   SCORE      ($)      LTV (%)  INCOME (%)  DOC (%)  IO (%)
---------------  -------- ------------- ---------- ---------- -------- ----------- --------- ---------- -------- -------
                                                                                                                        
September 2007          3       727,128       0.07      8.011      633     242,376     83.06      50.29    54.59   54.59
October 2007            6     1,953,400       0.19      7.134      696     325,567     79.90      46.31    31.00   42.46
March 2008              3     1,234,398       0.12      8.202      610     411,466     84.06      43.22    56.28    0.00
April 2008              3     1,015,050       0.10      8.074      688     338,350     78.17      28.71    45.22    0.00
September 2008          1        89,231       0.01      8.750      603      89,231     80.00      51.00   100.00    0.00
October 2008            2       436,071       0.04      8.954      653     218,036     93.88      53.56    56.08    0.00
November 2008          13     3,279,051       0.31      8.229      655     252,235     87.98      44.82    53.09   29.69
December 2008          11     2,716,516       0.26      7.472      654     246,956     78.80      47.70    59.04   54.49
January 2009           39    10,944,490       1.05      7.692      656     280,628     82.41      42.19    63.63   36.21
February 2009          98    23,030,247       2.21      8.116      616     235,003     81.66      44.10    75.65   26.36
March 2009          1,382   322,230,349      30.86      8.083      654     233,162     82.52      43.03    58.60   23.31
April 2009          1,660   377,739,167      36.18      8.160      650     227,554     83.16      44.09    64.21   12.79
May 2009                1       331,934       0.03      6.800      749     331,934     80.00      51.00   100.00    0.00
October 2009            1       236,007       0.02      9.800      605     236,007     90.00      49.00     0.00    0.00
November 2009           7     3,763,917       0.36      7.820      677     537,702     80.24      44.11    54.08   36.10
December 2009           2       848,755       0.08      7.136      679     424,378     80.00      41.48   100.00    0.00
January 2010           23     7,090,500       0.68      7.470      661     308,283     79.67      39.86    63.04   32.81
February 2010          18     4,863,801       0.47      7.898      625     270,211     78.32      40.30    56.27   29.33
March 2010            487   113,490,465      10.87      7.875      657     233,040     81.77      43.18    66.12   27.71
April 2010            588   148,820,644      14.25      7.993      660     253,096     82.46      44.37    60.50   15.70
April 2011              1       122,850       0.01      8.250      617     122,850     90.00      54.00   100.00    0.00
November 2011           1       238,500       0.02      8.600      663     238,500     90.00      37.00   100.00  100.00
January 2012            1        57,875       0.01      7.700      605      57,875     64.44      26.00   100.00    0.00
March 2012             34     8,579,076       0.82      7.497      677     252,326     80.97      43.24    77.07   37.30
April 2012             37    10,274,299       0.98      7.522      694     277,684     78.29      41.40    85.75   26.89
                    ----- -------------     ------      -----      ---     -------     -----      -----   ------  ------
TOTAL:              4,422 1,044,113,720     100.00      8.053      654     236,118     82.54      43.61    62.53   19.47
                    ===== =============     ======      =====      ===     =======     =====      =====   ======  ======

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                                                     Exhibit A
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.                        

                                                        [Enlarge/Download Table]

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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                                                        [Enlarge/Download Table]

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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                                                                [Download Table]
                                                        
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

 119

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘FWP’ Filing		Date		First		Last			Other Filings
		4/26/07		5					8-K
Filed as of:		4/13/07
Filed on:		4/12/07
		4/1/07		5		6
		3/22/07		70
		1/1/06		80
		1/1/01		150		177
		12/31/98		181
		4/7/98		184
		12/30/97		143		156
		5/8/97		172
		8/20/96		141
		6/11/96		144
		12/31/95		143		150
		1/3/95		161
		4/4/94		145		147
		1/27/94		144
		12/13/93		186
		12/21/92		147
		6/30/92		168
		2/10/92		187
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